Exhibit 4.21



EXECUTION COPY, WITH REDACTIONS 

 

 

 

 

SETTLEMENT AGREEMENT 

 

by and between certain 



  Pacific Hydro Parties 

and 

  Western Wind Energy Parties 

 

 

 

28 September 2007 




EXECUTION COPY, WITH REDACTIONS 

TABLE OF CONTENTS 


  	Section
      1 - 	Recitals;
      Schedules; Defined Terms 	3
      
	 	 	 
	Section
      2 - 	Conditions
      Precedent 	6
      
	 	 	 
	Section
      3 - 	Provisions
      Pertaining to the TSX Venture and Shareholder Approval 	7
      
	 	 	 
	Section
      4 - 	The
      Phase I Closing 	8
      
	 	 	 
	Section
      5 - 	Actions
      Relating to Steel Park 	9
      
	 	 	 
	Section
      6 - 	Adjustments
      to the Loan 	12
      
	 	 	 
	Section
      7 - 	The
      Transaction Agent; Phase II Deposit; Phase II Closing 	14
      
	 	 	 
	Section
      8 - 	Acceptance
      of Collateral in Full Satisfaction of the Loan 	15
      
	 	 	 
	Section
      9 - 	REDACTED
      	21
      
	 	 	 
	Section
      10 -	Termination
      of Alliance Agreement 	22
      
	 	 	 
	Section
      11 -	Indemnity
      Obligations 	22
      
	 	 	 
	Section
      12 -	Releases
      	23
      
	 	 	 
	Section
      13 -	Dismissal
      or Discontinuance of Claims in the Actions; Other Actions. 	24
	 	 	 
	Section
      14 - 	Restrictions
      on Transactions Outside Ordinary Course of Business; Monitoring of Mesa
      and the Mesa Project 	25
      
	 	 	 
	Section
      15 -	Representations
      and Warranties of the Parties 	27
      
	 	 	 
	Section
      16 -	Events
      of Default 	32
      
	 	 	 
	Section
      17 -	Remedies
      	34
      
	 	 	 
	Section
      18 -	Party
      Contact Information 	37
      
	 	 	 
	Section
      19 -	Statements
      Regarding this Agreement 	39
      
	 	 	 
	Section
      20 -	General
      	40
      




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Schedules 

	Schedule
      A – 	List
      of the Parties’ Prior Agreements 
	 	 
	Schedule
      B – 	Form
      of Opinion of Counsel to be Provided by WWE Parties 
	 	 
	Schedule
      C – 	Form
      of Opinion of Counsel to be Provided by Pacific Parties 
	 	 
	Schedule
      D – 	List
      of Steel Park Assets to be Distributed to Verde 
	 	 
	Schedule
      E – 	Assignment
      of Membership Interest in Steel Park, LLC 
	 	 
	Schedule
      F – 	Form
      of Resignation of Verde-Nominated Managers at Steel Park 
	 	 
	Schedule
      G – 	Joint
      Instructions to Transaction Agent 
	 	 
	Schedule
      H – 	Assignment
      Separate from Certificate of Mesa Shares from Verde to PHUS or Assigns
    
	 	 
	Schedule
      I – 	Form
      for Resignation of Officers and Directors of Mesa 
	 	 
	Schedule
      J – 	Mesa
      Board of Directors Resolution 
	 	 
	Schedule
      K – 	Authorization
      by PHUS for Transaction Agent to File UCC Termination Statement 
	 	 
	Schedule
      L – 	Forms
      of Consents to Dismissal or Discontinuance of Claims Asserted in the
      Actions 
	 	 
	Schedule
      M – 	Form
      of NLG Letter 
	 	 
	Schedule
      N – 	Mesa
      Project Monthly Report Form 
	 	 
	Schedule
      O – 	List
      of Proceedings in Which Any of the WWE Parties Is Involved, Other than the
      Actions 


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SETTLEMENT AGREEMENT 

This Settlement Agreement (this “Agreement”) is entered
into as of the 28th day of September, 2007, by and between PACIFIC
HYDRO PTY LTD. ACN 057 279 508 (formerly known as Pacific Hydro Ltd.), an
Australian corporation (“PHL”); PACIFIC HYDRO INTERNATIONAL PTY. LTD. ACN
073 323 109, an Australian corporation (“PHI”); PACIFIC HYDRO US
HOLDINGS, INC., a Delaware corporation (“PHUS”); WESTERN WIND ENERGY
CORP., a British Columbia corporation (“WWE”); VERDE RESOURCES
CORPORATION, an Arizona corporation (“Verde”); MESA WIND POWER
CORPORATION (formerly known as PAMC Management Corporation), a Delaware
corporation (“Mesa”); AERO ENERGY LLC, a California limited liability
company (“Aero”); EASTERN WIND POWER INC., a New Brunswick, Canada
corporation (“Eastern Wind”); who are collectively referred to herein as
the “Parties.” 

Recitals

Relationships Between the Parties 

	A. 	
      Verde, Aero, and Eastern Wind are wholly-owned
      subsidiaries of WWE. Mesa is a wholly-owned subsidiary of Verde. Herein,
      WWE, Verde, Aero, Mesa, and Eastern Wind are referenced as the “WWE
      Parties.”

	 	 
	B. 	
      PHUS is a wholly-owned subsidiary of PHI, which in turn
      is a wholly-owned subsidiary of Pacific Infrastructure Pty Ltd., which in
      turn is a wholly-owned subsidiary of PHL. Herein, PHUS, PHL, and PHI are
      referenced as the “Pacific Parties.”

	 	 
	C. 	
      Verde and PHUS are the two members of Steel Park LLC, a
      Delaware limited liability company (“Steel Park”).

	 	 
	D. 	
      The Parties are parties to various business agreements,
      specifically those listed on Schedule A attached hereto, pursuant
      to which, among other things, PHI, through a series of private placements
      in 2005 and 2006, subscribed for units of WWE, such units being comprised
      of one common share and one share purchase warrant, and PHI made a loan
      (the “Loan”) of U.S. $13,400,000 to WWE for the acquisition of Mesa
      (then known as PAMC Management Corporation), which owns all of the
      property that comprises that certain 29.9 megawatt wind facility
      consisting of approximately 460



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EXECUTION COPY, WITH REDACTIONS 

		
      turbines, located in the San Gorgonio Pass, near Palm
      Springs, California, U.S.A. (collectively, the “Mesa
    Project”).

	 	 
	E. 	
      The following legal proceedings are currently pending
      between the Parties:

	 	 
		
      Pacific Hydro International Pty. Ltd. v. Western Wind
      Energy Corp., Supreme Court of British Columbia file No. S067243,
      Pacific Hydro International Pty. Ltd. v. Western Wind Energy Corp.,
      Supreme Court of British Columbia file No. S067154 and Pacific Hydro
      Pty Ltd (ACN 31 057 279 508) and Western Wind Energy Corporation,
      Supreme Court of Victoria at Melbourne, Commercial and Equity Division,
      Commercial List, file No. 2089 of 2006 folio 6045 (collectively, the
      “Actions”).



The Turbine Assets and MPS Agreements 

	F. 	
      On or about March 20, 2006, WWE entered into a Wind
      Turbine Supply Agreement with Mitsubishi Power Systems, Inc.
      (“MPS”), under the terms of which WWE agreed to purchase fifteen
      units of MHI MWT-62-1MW wind turbines and generators, together with towers
      and certain ancillary equipment described in the Turbine Supply Agreement.
      On or about March 20, 2006, WWE also entered into a Wind Turbine
      Maintenance and Service Agreement with MPS. In 2006, WWE assigned its
      rights under these agreements (collectively with the above described
      turbines, towers, and ancillary equipment, the “Turbine Assets”) to
      Steel Park, with the consent of MPS. PHL has advanced over U.S.
      $10,800,000 to MPS for the purchase of the Turbine Assets. WWE advanced
      U.S. $3,300,000 for the purchase of the Turbine
Assets.



Objectives 

	G. 	
      The Parties wish to terminate the relationship of Verde
      and PHUS as co- members of Steel Park through a Phase I Closing and to
      settle all other issues between the Parties through a Phase II Deposit and
      related procedures, all on the terms and conditions set forth
  below.



Terms and Conditions 

NOW THEREFORE, in consideration of their mutual covenants,
  acknowledgments and obligations set forth herein and other good and valuable
  consideration, the receipt and adequacy of which are hereby acknowledged by
  each of the Parties, the Parties covenant and agree as follows: 

  

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	Section 1 - 	Recitals; Schedules; Defined
      Terms 



	1.1 	
      The Parties acknowledge and agree that the foregoing
      recitals are true and accurate.

	 	 
	1.2 	
      The following schedules referred to herein form integral
      parts of this Agreement:




	 	Schedule A: 	
      List of the Parties’ Prior Agreements 

	 	 	 
	 	Schedule B: 	
      Form of legal opinion to be provided by WWE Parties
    

	 	 	 
	 	Schedule C: 	
      Form of legal opinion to be provided by Pacific Parties
      

	 	 	 
	 	Schedule D: 	
      List of Steel Park Assets to be Distributed to Verde
    

	 	 	 
	 	Schedule E: 	
      Assignment of Membership Interest in Steel Park, LLC
    

	 	 	 
		Schedule F: 	
      Form of Resignations of Verde-Nominated Managers at Steel
      Park 

	 	 	 
	 	Schedule G: 	
      Joint Instructions to Transaction Agent 

	 	 	 
		Schedule H: 	
      Assignment Separate from Certificate of Mesa Shares from
      Verde to PHUS or Assigns 

	 	 	 
	 	Schedule I: 	
      Form of Resignations of Officers and Directors of Mesa
      

	 	 	 
	 	Schedule J: 	
      Mesa Board of Directors Resolution 

	 	 	 
		Schedule K: 	
      Authorization by PHUS for Transaction Agent to file UCC
      Termination Statements 

	 	 	 
		Schedule L: 	
      Forms of Consents to Dismissal or Discontinuance of
      Claims in the Actions 

	 	 	 
	 	Schedule M: 	
      Form of NLG Letter 

	 	 	 
	 	Schedule N: 	
      Mesa Project Monthly Report Form 

	 	 	 
	 	Schedule O: 	
      List of proceedings in which WWE Parties are parties
    



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	1.3 	
      Capitalized terms used in this Agreement have the
      definitions set forth in the respective sections identified below,
      regardless of whether the definitions appear before or after the first use
      of such terms:




	 	Defined Term 	Section Where Defined 
	 	 	 
	 	Actions 	Recital E 
	 	 	 
	 	Aero 	Preamble 
	 	 	 
	 	Agreement 	Preamble 
	 	 	 
	 	Approval Date 	Section 3.3 
	 	 	 
	 	REDACTED 	REDACTED 
	 	 	 
	 	Claims 	Section 12.2 
	 	 	 
	 	Consents to Dismissal and Discontinuance 	Section 13.1 
	 	 	 
	 	Contact Person 	Section 18.1 
	 	 	 
	 	Current Loan Balance 	Section 6.1(d) 
	 	 	 
	 	Eastern Wind 	Preamble 
	 	 	 
	 	Event of Default 	Section 16.1 
	 	 	 
	 	Forbearance Period 	Section 8.4 
	 	 	 
	 	Interest Amount 	Section 6.1(c) 
	 	 	 
	 	Interest Differential 	Section 6.1(c) 
	 	 	 
	 	January 2, 2007 Loan Balance 	Section 6.1(b) 
	 	 	 
	 	Joint Instructions 	Section 7.1 
	 	 	 
	 	LIBOR 	Section 6.3(b) 
	 	 	 
	 	Loan 	Recital D 
	 	 	 
	 	Loan Agreement 	Section 6.1(b) 
	 	 	 
	 	Mesa 	Preamble 


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	 	Mesa Project 	Recital D 
	 	 	 
	 	Mesa Resolution 	Section 8.7(d) 
	 	 	 
	 	MPS 	Recital F 
	 	 	 
	 	NLG 	Section 13.3 
	 	 	 
	 	NLG Letter 	Section 13.3 
	 	 	 
	 	Non-Defaulting Side 	Section 17.1 
	 	 	 
	 	Pacific Parties 	Recital B 
	 	 	 
	 	Parties 	Preamble 
	 	 	 
	 	Parties’ Contact Information 	Section 18.1 
	 	 	 
	 	Pre-2007 Interest 	Section 6.1(b) 
	 	 	 
	 	Phase I Closing 	Section 4.1 
	 	 	 
	 	Phase I Closing Date 	Section 4.2 
	 	 	 
	 	Phase II Closing 	Section 7.5 
	 	 	 
	 	Phase II Closing Date 	Section 7.6 
	 	 	 
	 	Phase II Deposit 	Section 7.2 
	 	 	 
	 	Phase II Deposit Date 	Section 7.3 
	 	 	 
	 	Phase II Provisions 	Section 2.2 
	 	 	 
	 	PHI 	Preamble 
	 	 	 
	 	PHL 	Preamble 
	 	 	 
	 	PHUS 	Preamble 
	 	 	 
	 	PHUS Certification 	Section 5.2(a) 
	 	 	 
	 	Pledge Agreement 	Section 8.1 
	 	 	 
	 	Principal Outstanding 	Section 6.1(a) 
	 	 	 
	 	Reporting Period 	Section 14.2(c) 


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	 	Resignations 	Section 8.7(c) 
	 	 	 
	 	Security Agreement 	Section 8.12 
	 	 	 
	 	Settlement Amount 	Section 6.3(a) 
	 	 	 
	 	Settlement Interest Rate 	Section 6.3(b) 
	 	 	 
	 	Shareholder Approval 	Section 3.3 
	 	 	 
	 	Shareholder Rejection 	Section 3.3 
	 	 	 
	 	Special WWE Default 	Section 16.2 
	 	 	 
	 	Statement 	Section 19.1 
	 	 	 
	 	Steel Park 	Recital C 
	 	 	 
	 	REDACTED 	REDACTED 
	 	 	 
	 	Transaction Agent 	Section 7.1 
	 	 	 
	 	TSX Letter 	Section 3.1 
	 	 	 
	 	Turbine Assets 	Recital F 
	 	 	 
	 	Turbine Assets Sale Price 	Section 5.7(a) 
	 	 	 
	 	UCC 	Section 8.1 
	 	 	 
	 	Verde 	Preamble 
	 	 	 
	 	Verde Distributed Steel Park Assets 	Section 5.1(a) 
	 	 	 
	 	WWE Parties 	Recital A 
	 	 	 
	 	WWE Parties’ Non-Released Obligations 	Section 12.2 
	 	 	 
	 	REDACTED 	REDACTED 
	 	 	 
	 	WWE/Verde Certification 	Section 5.2(b) 



	Section 2 - 	Conditions Precedent
  



	2.1 	
      The following are conditions precedent to the
      effectiveness of this Agreement:



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	 	(a) 	
      Each of the Parties shall sign this Agreement and deliver
      it to the other Parties by no later than September 28,
  2007.

	 	 	 
	 	(b) 	
      By no later than the date each of the Parties signs this
      Agreement, (i) the board of directors or similar governing body of each of
      the Parties shall have approved the execution and performance of this
      Agreement and all agreements and other documents referenced in this
      Agreement or otherwise necessary to effect the transactions contemplated
      in this Agreement, other than Shareholder Approval; and (ii) each of the
      WWE Parties shall have delivered to each of the Pacific Parties, and each
      of the Pacific Parties shall have delivered to each of the WWE Parties, a
      copy of the resolution approving its execution and performance of this
      Agreement and all agreements and other documents referenced in this
      Agreement or otherwise necessary to effect the transactions contemplated
      in this Agreement, and confirming that, upon mutual execution by all of
      the Parties, this Agreement shall be valid and binding upon that
    Party.




	2.2 	
      The Parties intend that the Parties’ rights, duties, and
      obligations set forth in this Agreement that require Shareholder Approval
      shall be effective only upon satisfaction of the additional condition
      precedent of Shareholder Approval. In particular, but without limitation,
      the Parties’ rights, duties, and obligations set forth in Sections 8, 9,
      10, 11, 12 and 13 of this Agreement (collectively, the “Phase II
      Provisions”) shall be effective only as of the Approval Date. It is
      expressly understood and agreed that the provisions of Section 3 are
      binding upon the WWE Parties notwithstanding Shareholder
  Approval.





	Section 3 	- Provisions Pertaining
      to the TSX Venture and
      Shareholder Approval 




	3.1 	
      WWE shall endeavor in good faith, and shall use diligent
      efforts, to obtain, on or prior to October 2, 2007 confirmation from the
      TSX Venture by letter or by e-mail that WWE may proceed to close the
      transactions contemplated by this Agreement (a “TSX Letter”). In
      applying to the TSX Venture for a TSX Letter, WWE shall provide the TSX
      Venture with a copy of this Agreement. A TSX Letter may consist of
      confirmation from the TSX Venture that such closing may occur prior to the
      filing of a formal submission with the TSX Venture. The parties
      acknowledge that despite WWE's diligent good faith efforts, a TSX Letter
      may not be issued by October 2, 2007, and in such case, WWE agrees to
      continue its diligent good faith efforts to obtain a TSX Letter as soon as
      possible thereafter. WWE further agrees that if it experiences delay in
      obtaining a TSX Letter approving all of the transactions contemplated by
      this Agreement, it will make diligent good faith efforts to obtain
      written



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      confirmation from the TSX Venture that it may proceed
      with the Phase I Closing notwithstanding that approval for the balance of
      the transactions contemplated by this Agreement has not yet been
      obtained.

	 	 
	3.2 	
      The Pacific Parties shall be entitled to have a
      representative attend and participate in all meetings, including
      telephonic meetings (other than routine telephone discussions relating to
      the scheduling of meetings or conference calls) WWE may have with the TSX
      Venture regarding any aspect of this Agreement or the TSX Venture’s
      approval of this Agreement. WWE shall not meet or confer with the TSX
      Venture in connection with this Agreement without at least one designated
      representative of the Pacific Parties having the opportunity to be
      present.

	 	 
	3.3 	
      WWE shall (i) seek approval by its shareholders of a
      special resolution satisfying the requirements of section 301(1)(b) of the
      Business Corporations Act (British Columbia) of the transactions
      contemplated by this Agreement (“Shareholder Approval”) at its
      annual general meeting on October 25, 2007, (ii) take all reasonable steps
      to encourage and support Shareholder Approval, including without
      limitation the favorable recommendation of its officers and board of
      directors, (iii) do nothing, and ensure that the other WWE Parties do
      nothing, either directly or indirectly, with the intent and effect of
      delaying or discouraging Shareholder Approval, and (iv) attempt to
      expedite and facilitate Shareholder Approval. The date of Shareholder
      Approval shall be the “Approval Date” A “Shareholder
      Rejection” shall be if a vote of WWE’s shareholders who are eligible
      to vote in connection with Shareholder Approval does not result in
      Shareholder Approval.




	Section 4 - 	The Phase I Closing
  



	4.1 	
      The term “Phase I Closing,” as used herein, means
      the timely delivery to each of the specified Parties of the documents,
      instruments, and other items due from any of the Parties to any of the
      other Parties pursuant to Section 5 of this Agreement, duly executed and
      otherwise in a form and manner that enable the transactions contemplated
      in this Agreement to be effective and/or consummated.

	 	 
	4.2 	
      The Phase I Closing shall occur on a date (the “Phase
      I Closing Date”) that is within two business days following the later
      of: (a) the satisfaction of the conditions precedent set forth in Section
      2.1; (b) receipt by WWE of a TSX Letter or receipt of other written
      confirmation from the TSX Venture that that expressly permits WWE to
      proceed with the Phase I Closing; and (c) satisfaction by WWE of all
      conditions imposed by the TSX Venture which must be satisfied prior to the
      Phase I Closing.



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	Section 5 - 	Actions Relating to Steel
      Park 



	5.1 	
      By the Phase I Closing Date:

	 	 	 
		(a) 	
      PHUS and Verde shall cause Steel Park to deliver to Verde
      all documents necessary to distribute any assets of Steel Park listed in
      Schedule D (the “Verde Distributed Steel Park Assets”),
      including, without limitation, the name “Steel Park,” and PHUS shall
      promptly thereafter change the name of Steel Park by appropriate legal
      means. Any and all Verde Distributed Steel Park Assets shall be
      transferred subject to all liens and encumbrances in favor of original
      vendors and in “AS-IS, WHERE-IS” condition. Neither Steel Park nor PHUS
      makes any representations or warranties regarding any Verde Distributed
      Steel Park Assets, including, without limitation, warranties of
      merchantability or fitness for any particular use. The WWE Parties
      acknowledge that, as of the date of this Agreement, they are in possession
      of all of the items listed in Schedule D, other than the name “Steel
      Park.”

	 	 	 
		(b) 	
      Contemporaneously with the delivery of the documents, if
      any, to be delivered to Verde pursuant to Section 5.1(a), Verde shall
      deliver to PHUS a duly executed assignment of all of Verde’s interests in
      Steel Park to PHUS, free and clear of any liens, claims or encumbrances,
      substantially in the form of Schedule E.

	 	 	 
		(c) 	
      Contemporaneously with the delivery of the assignment
      pursuant to Section 5.1(b), Verde shall deliver to PHUS the duly executed
      resignations of each person holding a management position with Steel Park
      who was nominated to that position by Verde or is an employee, officer,
      director, or other representative of Verde, in the form attached hereto as
      Schedule F.

	 	 	 
	5.2 	
      Prior to or at the time of signing this
  Agreement:

	 	 	 
		(a) 	
      PHUS shall provide WWE with a statement of the then
      current assets and liabilities of Steel Park, together with a list of all
      contracts, obligations and contingent liabilities of Steel Park, other
      than any contracts, obligations, and liabilities created by any one or
      more of the WWE Parties that have not been disclosed to PHUS, which
      statement shall be certified as true and correct and complete by an
      officer of PHUS to the best of his or her knowledge (the “PHUS
      Certification”).

	 	 	 
		(b) 	
      WWE and Verde shall provide PHUS with a writing,
      certified as true and correct and complete by an officer of WWE and an
      officer of Verde



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(the “WWE/Verde
Certification.”) stating that, to the best of their knowledge, there are no
contracts, obligations, or liabilities of Steel Park, either existing or
contingent, other than (i) those listed in the PHUS Certification and (ii) any
additional contracts, obligations, or liabilities of Steel Park listed in the
WWE/Verde Certification.

	5.3 	
      The WWE Parties shall not create, attempt to create, or
      permit the creation of any contracts, obligations, or liabilities on
      behalf of Steel Park that are not disclosed on the WWE/Verde Certification
      or the PHUS Certification. The WWE Parties hereby represent to the Pacific
      Parties that no additional contracts, obligations, or liabilities of Steel
      Park will exist as of the Phase I Closing Date as a result of any action
      or omission by any of the WWE Parties.

	 	 
	5.4 	
      At the Phase I Closing, as consideration for the transfer
      of Verde’s membership interest in Steel Park, the Current Loan Balance
      shall be adjusted as defined in and as provided in Section 6.

	 	 
	5.5 	
      From and after the Phase I Closing Date, the Pacific
      Parties shall indemnify Verde against, and shall defend and hold Verde
      harmless from, any and all claims, actions, and causes of action and
      resulting losses, liability, and expenses (including reasonable attorneys’
      fees and costs of litigation and appeals) arising from or relating to
      Steel Park as of the Phase I Closing Date, but excluding those listed in
      the WWE/Verde Certification or which were known to the WWE Parties as of
      the Phase I Closing Date and not included in either the WWE/Verde
      Certification or the PHUS Certification. The Pacific Parties acknowledge
      and agree that, except to the extent the WWE/Verde Certification is either
      inaccurate, or any of the WWE Parties fails to comply with the covenant
      set forth in Section 5.3, or the representation in Section 5.3 is not true
      as of the Phase I Closing Date, (a) there is no basis to file a bankruptcy
      petition on behalf of Steel Park, (b) the Pacific Parties shall not cause
      Steel Park to file a bankruptcy petition, and (c) the Pacific Parties
      shall ensure that the claims of any and all of Steel Park’s creditors will
      be satisfied or compromised in such a manner that no Steel Park creditor
      will have a basis upon which to file an involuntary bankruptcy petition
      against Steel Park in the case of clauses (b) and (c), for a period long
      enough to ensure that the transfer of the Verde Distributed Steel Park
      Assets may not be set aside in bankruptcy.

	 	 
	5.6 	
      From and after the Phase I Closing Date, the WWE Parties
      shall indemnify Steel Park and the Pacific Parties against, and shall
      defend and hold them harmless from, any and all claims, actions, and
      causes of action and resulting losses, liability, and expenses (including
      reasonable attorneys’ fees and costs of litigation and appeals) arising
      from or relating to liabilities either (a) listed on the WWE/Verde
      Certification or which were known to the WWE
Parties



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      as of the Phase I Closing Date and not included in either
      the WWE/Verde Certification or the PHUS Certification.

	 	 
	5.7 	
      If the Phase I Closing occurs and either Party discovers
      that any item that should have been transferred from Steel Park to any WWE
      Party, was not so transferred, PHUS shall cause such transfer to promptly
      occur such that the only assets remaining in Steel Park are the Turbine
      Assets, rights under the agreements with MPS referred to in Recital F,
      certain electrical equipment purchased by PHUS or Steel Park from ABB
      Inc., as described in or related to the ABB Substation Agreement or Firm
      Proposal 414026, and any rights to returns and/or refunds related to that
      equipment.

	 	 
	5.8 	
      If the Phase I Closing occurs and there is no Phase II
      Closing for any reason, the Pacific Parties shall pay the following to
      Verde within five business days following the later of (i) the date PHUS
      reasonably determines that the Phase II Closing will not occur and (ii)
      PHUS’s sale of the Turbine Assets or of Steel Park:

	 	 
		
      From the net sales price PHUS actually receives upon the
      sale of the Turbine Assets or of Steel Park (the “Turbine Assets Sale
      Price”), the Pacific Parties will pay to Verde an amount equal to the
      product of (a) the fraction resulting from dividing the Turbine Assets
      Sales Price by U.S. $16,500,000, and (b) U.S. $3,300,000, minus the
      Interest Amount, up to a maximum amount no greater than the Interest
      Differential, as described in the following formula (all amounts in U.S.
      dollars):

	 	 
		
      ((Turbine Assets Sales Price /$16,500,000) X $3,300,000)
      – Interest Amount = payment, but not > Interest Differential

	 	 
		
      By way of example only, if the Turbine Assets Sale Price
      were U.S. $13,000,000 and the Interest Differential were U.S. $1,800,000,
      PHUS would pay Verde U.S. $1,400,000, which is the product obtained by
      multiplying U.S. $3,300,000 by the fraction U.S. $13,000,000/16,500,000
      and subtracting U.S. $1,200,000.



(($13,000,000/$16,500,000) X $3,300,000) – $1,200,000 =
$1,400,000 

	5.9 	
      Subject to the retention provisions of the last sentence
      in this Section 5.9, if the Phase I Closing occurs, PHUS shall endeavor in
      good faith to sell the Turbine Assets following the Phase I Closing in an
      arm’s-length transaction to a third party. The Parties recognize that PHUS
      has a financial incentive to maximize the Turbine Assets Sale Price for
      its own benefit, but acknowledge and agree that PHUS shall have no duty or
      obligation, to any of the WWE Parties with respect to the amount, timing,
      or terms of payment of the Turbine Assets Sale



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      Price. If the Phase I Closing occurs and there is no
      Phase II Closing for any reason, in the event PHUS or Steel Park elects,
      at any time, to retain and utilize the Turbine Assets for a project in
      which any Pacific Party or an affiliate will have a material interest,
      such election shall be deemed to be a sale at a price that would yield the
      maximum payment to Verde pursuant to the provisions of Section
  5.8.

	 	 
	5.10 	
      Notwithstanding anything to the contrary contained
      herein, any obligation under Section 5.8 and/or Section 5.9 shall expire
      in the event that the WWE Parties obtain the benefit of a U.S. $3,000,000
      credit in an action pursuant to Section 17.

	 	 
	5.11 	
      The WWE Parties shall, by no later than the Phase I
      Closing Date and as part of the Phase I Closing, provide PHUS with a
      letter, deliverable to one or more prospective purchasers of the Turbine
      Assets and signed on behalf of all of the WWE Parties, confirming that the
      title to be transferred upon the sale of the Turbine Assets shall be free
      and clear of any claim or interest of any of the WWE Parties in the
      Turbine Assets. The execution and delivery of such a letter shall not be
      construed in any way as limiting the rights of any of the WWE Parties to
      receive a portion of the Turbine Assets Sale Price as provided in this
      Agreement.




	Section 6 - 	Adjustments to the Loan
  



	6.1 	
      The Parties hereby acknowledge and agree
  that:




	 	(a) 	
      The Principal balance outstanding (the “Principal
      Outstanding”) on the Loan at all times has been and remains U.S.
      $13,400,000.

	 	 	 
	 	(b) 	
      The interest accrued to January 1, 2007 on the Principal
      Outstanding at the rate provided in the Loan Agreement identified in
      Schedule A (the “Loan Agreement”) is U.S. $675,039 (the
      “Pre-2007 Interest”). The amount equal to the Pre-2007 Interest
      plus the Principal Amount is herein referred to as the “January 1, 2007
      Loan Balance.”




	 	(c) 	
      The interest accrued and accruing on the January 1, 2007
      Loan Balance at the Settlement Interest Rate, from January 1, 2007 through
      the date of this Agreement, totals U.S. $790,880. That amount, together
      with the Pre-2007 Interest, equals U.S. $1,465,919 (the “Interest
      Amount).” The difference between the Interest Amount and U.S.
      $3,000,000 equals U.S. $1,534,081, which is herein referred to as the
      “Interest Differential.”




	 	(d) 	
      Subject to the satisfaction of the conditions set forth
      in Section 2.1 and the resulting application of the Settlement Interest
      Rate, the total



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Principal Outstanding plus the
Interest Amount as of the date of this Agreement is U.S. $14,865,919 (the
“Current Loan Balance”).

	6.2 	
      If the Phase I Closing occurs and the deliveries required
      by Section 5.1 are completed, the Interest Amount shall be credited
      against the Current Loan Balance.

	 	 
	6.3 	
      The following provisions shall apply only if there is a
      Phase II Deposit:




	 	(a) 	
      The “Settlement Amount” shall be equal to the
      Principal Outstanding, minus the Interest Differential, plus interest at
      the Settlement Interest Rate from the date hereof.

	 	 	 
	 	(b) 	
      The “Settlement Interest Rate” shall be a floating
      interest rate that is at all times 2.25 percent above the 30 day London
      Inter-bank Offered Rate (“LIBOR”), as announced from time to time,
      provided that if LIBOR is no longer available, the interest rate shall be
      calculated at a reasonably equivalent rate based upon the replacement or
      successor index to LIBOR or, if no replacement or successor index is
      available, the index most similar to LIBOR then available (with any
      replacement index and rate being determined by PHUS in its reasonable
      discretion).

	 	 	 
	 	(c) 	
      The interest component of the Settlement Amount shall be
      calculated as follows: Interest shall be deemed to have accrued on the
      January 1, 2007 Loan Balance at the Settlement Interest Rate from January
      1, 2007 to the date of this Agreement. Interest shall be deemed to accrue
      at the Settlement Interest Rate on the Principal Outstanding minus the
      Interest Differential from and after the date of this Agreement and
      continuing through the date within the Forbearance Period on which the WWE
      Parties deliver to the Transaction Agent the Settlement Amount (including
      all interest as calculated pursuant hereto), with instructions that the
      Settlement Amount be delivered to PHUS, which instructions the Transaction
      Agent is not barred by law from following and is otherwise able to
      follow.




	6.4 	
      If no Phase II Deposit occurs, or there is no Phase II
      Closing for any reason, the calculation of the Settlement Amount shall be
      disregarded and the amount owed on the Loan shall be the Principal
      Outstanding plus interest from the date of this Agreement at the interest
      rate provided for in the Loan Agreement.

	 	 
	6.5 	
      Subject only to the forbearance provisions of this
      Agreement, nothing herein shall be deemed or argued to be a waiver,
      limitation, or impairment by PHI or PHUS of any and all rights and
      remedies either or both of them may have



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arising from or relating to the Loan
Agreement, including without limitation the right to seek transfer or conveyance
of the Mesa Shares to PHI or PHUS.

	Section 7 - 	The Transaction Agent; Phase
      II Deposit; Phase II Closing 



	7.1 	
      The Transaction Agent shall be Commerce Escrow Company,
      Los Angeles, California (the “Transaction Agent”), who shall accept
      delivery of, hold, and deliver documents and instruments on behalf of the
      various Parties in Connection with the Phase II Deposit and the Phase II
      Closing, all pursuant to joint instructions in the form attached hereto as
      Schedule G (the “Joint Instructions”), which
      each of the Parties shall execute and deliver to the Transaction Agent
      prior to the Phase II Deposit.

	 	 
	7.2 	
      The term “Phase II Deposit,” as used herein, means
      the delivery by the Phase II Deposit Date to the Transaction Agent and
      each of the specified Parties of the documents, instruments, and other
      items due on or before the Phase II Deposit Date from any of the Parties
      to any of the other Parties pursuant to this Agreement, duly executed and
      otherwise in a form and manner that enable the Phase II Provisions to be
      effective and/or consummated. In addition, on the Phase II Deposit Date,
      (1) the WWE Parties shall deliver to the Pacific Parties an opinion of
      counsel in the form attached as Schedule B covering the due
      authorization of each of the WWE Parties’ execution of this Agreement and
      that this Agreement is valid and binding upon each of them (provided,
      however, that no such opinion shall be required on behalf of Eastern
      Wind if the chief executive officer and the chief financial officer (who,
      if it has no officers with those exact titles, may be the president and
      secretary) of Eastern Wind deliver a writing to the Pacific Parties,
      within the same time period as provided for delivery of the opinion of
      counsel, certifying that Eastern Wind has been duly authorized by all
      necessary corporate action to execute this Agreement, and that this
      Agreement is valid and binding upon Eastern Wind) and (2) the Pacific
      Parties shall deliver to the WWE Parties an opinion of counsel in the form
      attached as Schedule C covering the due authorization of each of
      the Pacific Parties’ execution of this Agreement and that this Agreement
      is valid and binding upon each of them.

	 	 
	7.3 	
      As used herein, the “Phase II Deposit Date” shall
      be the second business day after the later of: (a) the date Shareholder
      Approval has been obtained; (b) receipt by WWE of a TSX Letter; and (c)
      satisfaction by WWE of all conditions imposed by the TSX Venture which
      must be satisfied prior to the Phase II Closing.

	 	 
	7.4 	
      No Phase II Deposit shall occur if there is a Shareholder
      Rejection.



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	7.5 	
      As used herein, the term “Phase II Closing” shall
      mean either the receipt of the Settlement Amount by PHUS or the receipt by
      PHUS of the Mesa Shares.

	 	 
	7.6 	
      As used herein, the term “Phase II Closing Date”
      shall mean the date within the Forbearance Period when a Phase II
      Closing occurs.




	Section 8 - 	Acceptance of Collateral in
      Full Satisfaction of the Loan 



	8.1 	
      Each of the WWE Parties acknowledges, for purposes of
      Section 9-620 of the Uniform Commercial Code (“UCC”), as it has
      been adopted by the various states within the United States, that (a) a
      payment default exists under the Loan Agreement and (b) Verde received the
      benefit of the Loan by acquiring the Mesa Shares with the Loan proceeds
      and/or from a capital contribution it received from WWE as a direct
      result of the Loan and granted PHUS a security interest in the Mesa Shares
      to secure repayment of the Loan, pursuant to the Pledge Agreement
      referenced in Schedule A (the “Pledge Agreement”).

	 	 
	8.2 	
      PHUS shall accept payment of the Settlement Amount as a
      compromise in lieu of payment of the entire Loan balance and in full
      satisfaction of the Loan and all obligations under the Loan Agreement, if,
      on or before the Phase II Deposit Date, WWE delivers the Settlement Amount
      to the Transaction Agent and all of the conditions set forth in Section
      8.5 are satisfied. At its option, PHUS may send to Verde a notice under
      Section 9-620 of the UCC proposing to accept the Mesa Shares in full
      satisfaction of the Loan, subject to the terms and conditions of this
      Agreement and the Joint Instructions.

	 	 
	8.3 	
      Verde shall deliver all of the Mesa Shares to the
      Transaction Agent, to be held on behalf of PHUS, as the assignee of all of
      PHI’s rights under the Loan Agreement. WWE hereby consents to the
      assignment from PHI to PHUS, to the extent, if any, that such consent is
      required.

	 	 
	8.4 	
      PHUS agrees to forbear from enforcing its rights with
      respect to the Mesa Shares for a period of time (the “Forbearance
      Period”) that will commence on the date of this Agreement and continue
      until the end of the earliest to occur of (i) the 210th day
      following the date of this Agreement, (ii) the occurrence of a Special WWE
      Default, as defined in Section 16.2 of this Agreement, or (iii) a
      Shareholder Rejection.

	 	 
	8.5 	
      If the Phase II Deposit occurs, PHUS shall accept payment
      of the Settlement Amount as a compromise in lieu of payment of the entire
      Loan balance and in full satisfaction of the Loan and all obligations
      under the Loan Agreement, if all of the following conditions are
      satisfied:



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	 	(a) 	
      The Settlement Amount is received in the Transaction
      Agent’s bank account via wire transfer (pursuant to wire instructions to
      be provided by the Transaction Agent) with instructions to disburse the
      Settlement Amount to PHUS or its assignee or designee.

	 	 	 
	 	(b) 	
      The Transaction Agent is not prohibited or prevented from
      disbursing the Settlement Amount to PHUS or its assignee or designee and
      PHUS or its assignee or designee receives the Settlement Amount within two
      business days after the Settlement Amount is wired to the Transaction
      Agent’s account.

	 	 	 
	 	(c) 	
      No Special WWE Default has occurred and the Forbearance
      Period has not otherwise ended or expired.

	 	 	 
	 	(d) 	
      PHUS or its assignee or designee is not thereafter
      required to disgorge any portion of the Settlement Amount as a result of
      any legal or equitable proceeding.




	8.6 	
      If the Phase II Deposit occurs, each of the WWE Parties
      hereby consents to PHUS’s acceptance of the Mesa Shares in full
      satisfaction of the Loan as provided herein.

	 	 	 	 
	8.7 	
      Verde shall, on or before the Phase II Deposit Date,
      deliver the following items to the Transaction Agent, who shall hold the
      items on behalf of PHUS and deliver them as provided in this Section
    8:

	 	 	 	 
		(a) 	
      The original certificates of all of the issued and
      outstanding Mesa Shares.

	 	 	 	 
		(b) 	
      An assignment of the Mesa Shares separate from
      certificate in blank, duly executed by Verde in the form attached hereto
      as Schedule H.

	 	 	 	 
		(c) 	
      Execution originals of the signed resignations (the
      “Resignations”) of Mesa’s officers and of members of Mesa’s board
      of directors, which shall be effective only upon acceptance by PHUS, all
      substantially in the form attached hereto as Schedule I.

	 	 	 	 
		(d) 	
      A resolution of Mesa’s Board of Directors (the “Mesa
      Resolution”), substantially in the form attached hereto as Schedule
      J, providing that, as long as the Settlement Payment has not been paid
      to the Transaction Agent as provided in this Agreement, Mesa
  shall:

	 	 	 	 
			(i) 	
      Operate the Mesa Project as a wind energy operation in
      the ordinary course of business, in accordance with the exercise of that
      degree of skill, care, prudence (operational and
  financial),



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      foresight and operating practice which would reasonably
      and ordinarily be expected from operators of facilities (not being owned
      and operated by Government Agencies) similar to the facilities of Mesa’s
      business with the asset and operating conditions being consistent with
      those of Mesa’s business; provided, however, that Mesa shall be allowed to
      negotiate and sign a new power purchase agreement and/or interconnection
      agreement with an unrelated third party on terms equal to or better than
      current terms in effect for the Mesa Project;

	 	 	 
	 	(ii) 	
      Take no actions and make no transfers that foreseeably
      would result in material damage to or reduction of Mesa’s combined
      business;

	 	 	 
	 	(iii) 	
      Not enter into or consummate any transaction or
      commitment except in the ordinary course of Mesa’s business; provided,
      however, that Mesa shall be allowed to negotiate and sign a new power
      purchase agreement and/or interconnection agreement with an unrelated
      third party on terms equal to or better than current terms in effect for
      the Mesa Project;

	 	 	 
	 	(iv) 	
      Not grant or permit any liens, security interests, or
      encumbrances over any portion of the Mesa Project;

	 	 	 
	 	(v) 	
      Not grant or enter into any stock warrants, stock
      options, or other agreements to sell or encumber any portion of the Mesa
      Shares;

	 	 	 
	 	(vi) 	
      Not issue any additional equity interests of any
    kind;

	 	 	 
	 	(vii) 	
      Not revoke or modify the Mesa Resolution without PHUS’s
      prior written consent as long as the Settlement Amount has not been paid
      to the Transaction Agent as provided in this Agreement and disbursed to
      PHUS;

	 	 	 
	 	(viii) 	
      Not fail to provide the monthly operating reports
      required by Section 14.2(c) of this Agreement, nor fail to require and
      obtain monthly operations and maintenance reports from the Mesa Project
      operations and maintenance manager, which are referenced in Schedule N;
      and that,

	 	 	 
	 	(ix) 	
      Notwithstanding the foregoing, in connection with efforts
      to raise or generate funds intended to be used to pay the Settlement
      Amount, Mesa nonetheless may arrange to take any of the actions and enter
      into any of the transactions or



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commitments that would otherwise be
barred by paragraphs 8.7(d)(iii) through 8.7(d)(vi) above, provided that the
prohibited actions or transactions may not be performed or consummated unless
they are part of a transaction or series of transactions that is/are closed and
funded through an escrow handled by the Transaction Agent and can only close
upon the payment to PHUS of the Settlement Amount, which shall be delivered to
PHUS free and clear of any liens, security interests, or claims. 

	8.8 	
      On or before the Phase II Deposit Date, PHUS shall
      deliver to the Transaction Agent an authorization, in the form attached
      hereto as Schedule K, for the Transaction Agent to file UCC
      termination statements upon PHUS’s receipt of the Settlement Amount
      pursuant to the terms of this Agreement.

	 	 	 
	8.9 	
      The Transaction Agent shall hold the Mesa Shares on
      behalf of PHUS until the earlier occurrence of the following events: (a)
      the Transaction Agent has received payment of the Settlement Amount from
      or on behalf of one or more of the WWE Parties via wire transfer to the
      Transaction Agent’s account before the end of the Forbearance Period as
      provided in this Agreement and is not prohibited or prevented from
      disbursing the Settlement Amount to PHUS or its assignee or designee, and
      PHUS or its assignee or designee receives the Settlement Amount within two
      business days after the Settlement Payment is wired to the Transaction
      Agent’s account, or (b) the conditions to delivery of the Mesa Shares to
      PHUS have occurred and the Transaction Agent delivers the Mesa Shares to
      PHUS as provided in this Agreement

	 	 	 
	8.10 	
      Promptly following the payment and upon the disbursement
      of the Settlement Amount as described in Section 8.9(a), the Transaction
      Agent shall return the Mesa Shares, the assignment separate from
      certificate and the Resignations to Verde or its assignee or designee and
      file UCC termination statements pursuant to the authorization provided at
      the Phase II Deposit by PHUS.

	 	 	 
	8.11 	
      If the Mesa Shares are deposited with the Transaction
      Agent as provided in this Agreement, and the payment, disbursement, and
      receipt of the Settlement Amount as described in Section 8.9(a) do not all
      timely occur:

	 	 	 
		(a) 	
      The Mesa Shares shall, automatically and without further
      notice or action on the part of any person or entity, become PHUS’s
      property in full satisfaction of the Loan, and the Transaction Agent shall
      deliver the Mesa Shares and the Resignations to PHUS, or its assignee or
      designee, which may then accept the
Resignations.



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	 	(b) 	
      The WWE Parties shall, within ten business days after the
      expiration or termination of the Forbearance Period (i) cause all books,
      records, data, and other information pertaining to the Mesa Project and
      its operation to be made available to PHUS or its assignee or designee at
      Mesa’s corporate headquarters and (ii) cooperate and assist with the
      transfer of possession and control of the Mesa Project and its operations
      from Verde to PHUS or its assignee or designee, including without
      limitation transfer of all bank accounts, contract rights, intellectual
      property, and other interests or rights. Each of the WWE Parties
      acknowledges and agrees that these obligations may be enforced, without
      limitation, through injunctive relief and/or an order requiring specific
      performance.




	8.12 	
      Nothing contained in or contemplated by this Agreement is
      intended to create—and nothing shall create—a merger of the security
      interests granted in the Pledge Agreement and in the Security Agreement
      referenced in Schedule A (the “Security Agreement”). Without
      limiting the generality of the preceding sentence, unless the conditions
      of Section 8.5 are all satisfied, the Pacific Parties shall continue to
      retain any and all rights they may have under both the Pledge Agreement
      and the Security Agreement, subject only to the forbearance provisions
      hereof, notwithstanding and regardless of PHUS’s agreement herein to
      accept the Mesa Shares in full satisfaction of the Loan, its acceptance of
      the Mesa Shares in full satisfaction of the Loan, the delivery of the Mesa
      Shares to the Transaction Agent or PHUS, and PHUS’s assumption of rights
      and control over the Mesa Project following the Forbearance
  Period.

	 	 
	8.13 	
      Subject to the proviso in the following sentence, the WWE
      Parties shall take no action, either directly, or indirectly, to delay or
      impede the delivery of the Mesa Shares to PHUS or its assignee or
      designee, or otherwise to prevent, delay, or impair the ability of PHUS or
      its assignee or designee to obtain and receive the intended benefit of
      this Agreement. Without limiting the generality of the preceding sentence,
      to the fullest extent permitted by law, each of the WWE Parties hereby
      waives any right to seek to modify the form of the transaction described
      in this Section 8; or otherwise seek to stay or enjoin the completion of
      the transaction, or employ any equitable or legal remedy that would have
      the effect of delaying or avoiding the enforcement of this Section 8;
      provided, however, that the foregoing shall not operate to prevent
      or impair the right to file for bankruptcy if such action is, in the good
      faith exercise of reasonable business judgment of the WWE Parties’
      respective boards of directors or similar governing bodies, deemed to be
      necessary as a matter of fiduciary responsibilities to creditors other
      than insiders, as that term is defined in Section 101(31) of Title 11 of
      the United States Code.



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	8.14 	
      The WWE Parties that are parent entities shall cause
      their direct and indirect subsidiaries to perform as agreed
  herein.

	 	 
	8.15 	
      The Transaction Agent shall hold all documents and
      instruments delivered to it pursuant to this Agreement in connection with
      the Phase II Deposit in Los Angeles, California, at a location to be
      specified by the Transaction Agent.

	 	 
	8.16 	
      The Parties shall each pay one-half of the Transaction
      Agent’s fees and expenses for the Phase II Deposit and the Phase II
      Closing, the basis for which (e.g., hourly fee or flat rate) shall be
      agreed upon by the Parties and the Transaction Agent in writing in advance
      of the Phase II Deposit.

	 	 
	8.17 	
      If (i) the Phase II Deposit occurs, (ii) the WWE Parties
      fail to timely pay the Settlement Amount prior to the end of the
      Forbearance Period, and (iii) PHUS, through no fault of its own, is unable
      to apply the strict foreclosure process described herein to obtain the
      Mesa Shares and is left to proceed with other remedies, then, in addition
      to the amounts required under the security documents, the Pacific Parties
      shall be entitled to recover:




	 	(a) 	
      All legal expenses and costs that the Pacific Parties
      have reasonably incurred to the date of this Agreement in connection with
      efforts to settle the parties' disputes relating to the Loan, up to a
      maximum of U.S. $350,000; and

	 	 	 
	 	(b) 	
      All additional legal fees and expenses the Pacific
      Parties reasonably incur hereafter in connection with enforcement of this
      Agreement, the Loan Agreement, the Pledge Agreement and/or the Security
      Agreement, including without limitation all such fees and expenses
      incurred prior to or during any litigation, arbitration, bankruptcy case,
      bankruptcy adversary proceeding, or otherwise, including any and all
      reviews and appeals thereof.



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	Section 9 - 	REDACTED



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	Section 10 - 	Termination of Alliance
      Agreement 



	10.1 	
      The Alliance Agreement referenced in Schedule A shall be
      terminated and shall have no further force or effect, automatically and
      without further notice or action on the part of any party, upon the Phase
      II Deposit. In the event the Phase II Deposit does not occur for any other
      reason, the Alliance Agreement shall continue in full force and
    effect.

	 	 	 
	10.2 	
      From the execution of this Agreement until the Phase II
      Deposit Date, or in the event of a Shareholder Rejection, until the date
      of such Shareholder Rejection (the “Standstill Period”), WWE and
      PHL shall not be required to perform any obligations under the Alliance
      Agreement. If there is no Phase II Deposit on or before the Phase II
      Deposit Date:

	 	 	 
		(a) 	
      WWE and PHL must again perform their obligations under
      the Alliance agreement;

	 	 	 
		(b) 	
      Any time limit in the Alliance Agreement that is affected
      by the Standstill Period must be extended by the Standstill
  Period;

	 	 	 
		(c) 	
      for the project in paragraph (b) of the definition of New
      Project in the Alliance Agreement, WWE and PHL must again resume the
      process set out in Schedule 1 of the Alliance Agreement as if the Phase II
      Deposit Date was the first day of the 60 day period in clause 1(c) of the
      Schedule 1 to the Alliance Agreement.




	Section 11 - 	Indemnity Obligations
  



	11.1 	
      Each of the WWE Parties shall indemnify the Pacific
      Parties against, and shall defend and hold them harmless from, any and all
      claims, actions, and causes of action asserted by any past, present, or
      future shareholder or creditor of any one or more of the WWE Parties, and
      all resulting losses, liability, and expenses (including attorneys’ fees
      and costs of litigation and appeals) arising from or relating to any of
      the Pacific Parties’ activities or the
transactions



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contemplated in this Agreement;
provided, however, that WWE shall not have such indemnification and
defense obligations relating to any claims, actions, or causes of action by
shareholders that are commenced without any form of conduct by any of the WWE
Parties or any of their officers, directors, or others acting on behalf of any
one or more of them that has the effect of facilitating, suggesting, advising,
or otherwise encouraging such shareholder action. 

	Section 12 - 	Releases




	12.1 	
      The following releases shall be effective, automatically
      and without further notice or action on the part of any party, immediately
      upon the Phase II Deposit. The releases shall not be effective if there is
      no Phase II Deposit.

	 	 
	12.2 	
      The term “Claims,” as used herein, means any and
      all claims, counterclaims, actions, causes of action, and rights to
      damages, whether known or unknown, matured or unmatured, liquidated or
      unliquidated, choate or inchoate; provided, however, that the
      following are expressly excluded from definition of Claims and from the
      otherwise broad releases included in this Agreement: (a) all duties and
      obligations of WWE included in the Loan Agreement (subject to the
      forbearance provisions hereof); (b) all obligations, covenants, and duties
      of Verde under the Pledge Agreement (subject to the forbearance provisions
      hereof); (c) all obligations, covenants and duties of Mesa under the
      Security Agreement (subject to the forbearance provisions hereof); and (d)
      all obligations, covenants, and duties of the Parties undertaken in this
      Agreement. The obligations, covenants, and duties referenced in subparts
      (a), (b), and (c) in the preceding sentence are herein collectively
      referenced as the “WWE Parties’ Non-Released Obligations” and shall
      survive the Phase I Closing and the Phase II Deposit and shall remain
      fully enforceable and in full force and effect until they are either
      satisfied through timely payment of the Settlement Amount or PHUS realizes
      upon the various items of collateral described in the Pledge Agreement
      and/or the Security Agreement. None of the Pacific Parties is waiving the
      default referenced in Section 8.1 above or and any and all other defaults
      under the Loan Agreement, and all rights and remedies arising from or
      relating to the defaults are hereby reserved, subject to the forbearance
      provisions hereof.

	 	 
	12.3 	
      Except as otherwise expressly provided herein, the
      following releases include, without limitation, all Claims relating to or
      arising from the Parties’ dealings or interactions with each other
      (personal, business, or otherwise) and/or from any actual or alleged
      actions or omissions by or on behalf of the other, and include all Claims
      arising in tort or in contract, and at law or in equity, and any other
      form of redress. In connection with the foregoing, the Parties acknowledge
      that this is a general release of both known
and



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unknown claims and acknowledge and
waive the provisions of California Civil Code Section 1542, to the extent it is
applicable. Section 1542 reads as follows: 


  
    
      
        “A general release does not extend to claims which
          the creditor does not know or suspect to exist in his favor at the time
          of executing the release, which if known by him must have materially
          affected his settlement with the debtor.” 

      

    

  



	12.4 	
      Each of the Pacific Parties releases the WWE Parties and
      all of the officers, directors, employees, agents, contractors, attorneys,
      and other persons and entities who have ever acted or are acting on behalf
      of any one or more of the WWE Parties, from any the Claims through the
      effective date of this release. Each of the Pacific Parties hereby
      expressly reserves all rights and claims arising from or relating to the
      WWE Parties’ Non-Released Obligations, subject to the provisions in
      Section 17.1 hereof.

	 	 
	12.5 	
      Each of the WWE Parties releases the Pacific Parties and
      all of the officers, directors, employees, agents, contractors, attorneys,
      and other persons and entities who have ever acted or are acting on behalf
      of any one or more of the Pacific Parties, from the Claims through the
      effective date of this release.





	Section 13 - 	Dismissal or
      Discontinuance of Claims in the
      Actions; Other Actions 




	13.1 	
      On or before the Phase II Deposit Date, each of the
      Parties that is a party in any of the Actions shall each execute and
      deliver to the Transaction Agent consents to dismissal or discontinuance
      of the claims and the counterclaims in the Actions without costs, in the
      forms attached as Schedule L (the “Consents to Dismissal and
      Discontinuance”). All claims asserted by any one or more of the
      Pacific Parties seeking to enforce any of the WWE Parties’ Non- Released
      Obligations shall be discontinued so as to have ongoing enforceability of
      the WWE Parties’ Non-Released Obligations for purposes of retaining rights
      to the collateral granted in the Security Agreement and the Pledge
      Agreement. All other claims asserted in the Actions shall, to the extent
      permitted by applicable laws or court rules, be dismissed with prejudice.
      Each of the Parties shall bear its own costs and fees incurred in
      connection with the Actions. Each of the Parties waives its right to
      receive any amount for costs in the Actions, including amounts for any
      costs actually ordered to be paid in any Action. For purposes of the
      discontinuance of the Actions, the Parties agree that taxable costs and
      disbursements payable by PHI to WWE shall be waived by
  WWE.



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	13.2 	
      The Transaction Agent shall hold the Parties’ respective
      Consents to Dismissal and Discontinuance until all of the Parties have
      satisfied all of their respective obligations that are to be performed at
      the Phase II Deposit, at which time the Transaction Agent shall deliver
      the Consents to Dismissal or Discontinuance to counsel for WWE or the
      solicitors for PHL (with a copy to the solicitors for WWE), as the case
      may be, with the instruction that they be presented for entry to the
      respective courts in which the Actions are filed.

	 	 
	13.3 	
      On the Phase II Deposit Date, PHL shall deliver to WWE,
      through the Transaction Agent, a letter (the “NLG Letter”) that WWE
      may deliver to the New York branch of Norddeutsche Landesbank Girozentrale
      (“NLG”) substantially in the form attached hereto as Schedule
      M, stating that none of the Pacific Parties has any right or interest
      in any land owned by WWE or other of the WWE Parties in Kern County,
      California. The Transaction Agent will hold the NLG Letter until delivery
      of either the Mesa Shares or the Settlement Amount to PHUS, at which time
      the Transaction Agent shall deliver the NLG Letter to WWE. The NLG Letter
      shall not be effective, and the statements contained in it shall not be
      binding upon the Pacific Parties, prior to the satisfaction of the
      conditions to delivery of the NLG Letter by the Transaction Agent to
      WWE.





	Section 14 - 	Restrictions on Transactions
      Outside Ordinary Course of Business; Monitoring of
      Mesa and the Mesa Project 




	14.1 	
      From the date of this Agreement, none of the WWE Parties
      shall do any of the following restricted actions respecting the Mesa
      Shares or the Mesa Project until the earlier of (a) Shareholder Rejection
      or (b) PHUS has either received the Settlement Amount, as provided in this
      Agreement or has received the Mesa Shares from the Transaction Agent in
      full satisfaction of the Loan and assumed control over and possession of
      the Mesa Project; provided, however, that the restrictions shall
      not apply to any of the following that is part a transaction or series of
      transactions that is/are closed and funded through an escrow handled by
      the Transaction Agent and can only close upon the payment to PHUS of the
      Settlement Amount:




	 	(a) 	
      Make or assume any payment, commitment, obligation or
      liability which is outside the ordinary course of business, including but
      not limited to any bankruptcy or insolvency filing in any jurisdiction;
      provided, however, that Mesa shall be allowed to negotiate and sign a new
      power purchase agreement and/or interconnection agreement with an
      unrelated third party on terms equal to or better than current terms in
      effect for the Mesa Project.

	 	 	 
	 	(b) 	
      Cease to operate its
properties.



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	 	(c) 	
      Sell or otherwise in any way alienate or dispose of any
      assets other than in the ordinary course of business, other than the
      disposal of inoperable or poorly operating turbines.

	 	 	 
	 	(d) 	
      Grant or permit any encumbrances, liens, security
      interests, or other title defects to attach to any portion of the Mesa
      Project.

	 	 	 
	 	(e) 	
      Transfer to any person or entity any rights to the assets
      comprising any portion of the Mesa Project.

	 	 	 
	 	(f) 	
      Terminate, enter into, amend or otherwise modify, or
      knowingly cause a modification of any contract, permit, or other right or
      interest relating to the Mesa Project outside of the ordinary course of
      Mesa’s business, other than taking out of service or disposing of
      inoperable or poorly operating turbines; provided, however, that
      Mesa shall be allowed to negotiate and sign a new power purchase agreement
      and/or interconnection agreement with an unrelated third party on terms
      equal to or better than current terms in effect for the Mesa
    Project.

	 	 	 
	 	(g) 	
      Grant or enter into any stock warrants, stock options, or
      other agreements to sell or encumber any portion of the Mesa
  Shares.

	 	 	 
	 	(h) 	
      Issue any additional equity interests of any kind in
      Mesa.

	 	 	 
	 	(i) 	
      Fail to require and obtain monthly operations and
      maintenance reports from the Mesa Project operations and maintenance
      manager, which are referenced in Schedule N.




	14.2 	
      At all times during the period specified in Section 14.1,
      the WWE Parties shall do all of the following:




	 	(a) 	
      Allow access to the Mesa Project on a monthly basis to
      persons designated by and acting on behalf of PHUS for review and
      inspection of the Mesa Project.

	 	 	 
	 	(b) 	
      Produce and provide PHUS with complete and accurate
      copies of all resolutions adopted by Mesa’s board of directors or
      shareholders, within five business days after the resolutions are
      adopted.

	 	 	 
	 	(c) 	
      Provide to PHUS, by fax or email, within 14 days after
      August 31, 2007 and continuing thereafter within 14 days after the end of
      each successive calendar month (each of which, including August 2007, is
      herein referred to as a “Reporting Period”) until the end of the
      period specified in Section 14.1, a Mesa Project monthly report setting
      out the details specified in Schedule
N.



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	14.3 	
      In addition, at all times during the period specified in
      Section 14.1, WWE shall, within two business days after receiving a
      written request from PHUS, provide PHUS with a writing describing in
      reasonable detail the status of WWE’s efforts to obtain financing or
      another source of funds to pay the Settlement Amount; provided,
      however, that, unless or until an Event of Default has been caused by
      one or more of the WWE Parties or a Special WWE Default has occurred, PHUS
      may make such requests no more frequently than once within any 30-day
      period.




	Section 15 - 	Representations and Warranties
      of the Parties 



	15.1 	
      Each of the WWE Parties represents, warrants and
      covenants to each of the Pacific Parties as follows:

	 	 	 
		(a) 	
      Each of the WWE Parties (i) is a corporation or limited
      liability company duly organized, validly existing and in good standing
      under the laws of the respective jurisdictions identified with respect to
      each of them in the preamble to this Agreement; (ii) has full power and
      authority to enter into this Agreement and perform its obligations
      hereunder; (iii) is duly qualified to do business and is in good standing
      as a foreign corporation or limited liability company in each jurisdiction
      in which such qualification is required; (iv) has full power and authority
      to own or lease its properties and to carry on its business as now being
      conducted by it.

	 	 	 
		(b) 	
      The execution, delivery and performance by each of the
      WWE Parties of this Agreement and of each of the documents to be delivered
      under this Agreement have been duly authorized by all necessary actions on
      the part of each of the respective entities.

	 	 	 
		(c) 	
      This Agreement and each of the documents to be delivered
      by any of the WWE Parties under this Agreement have been or will be duly
      executed and delivered by each of the WWE Parties and (assuming the due
      authorization, execution and delivery of this Agreement by each and all of
      the Pacific Parties) constitute valid and binding obligations of each of
      the WWE Parties.

	 	 	 
		(d) 	
      Each of the documents prepared or executed by one or more
      third parties that are to be delivered by any of the WWE Parties under
      this Agreement has been or will be duly executed and delivered by the
      signatories thereto.

	 	 	 
		(e) 	
      The execution, delivery and performance by each of the
      WWE Parties of this Agreement and documents to be delivered under
    this



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Agreement do not and will not directly
or indirectly (with or without notice, lapse of time or both):

	 	(i) 	
      conflict with, or result in the breach of, any provision
      of such entity’s constitutive documents or any resolution adopted by the
      board of directors, stockholders, or members of such entity;

	 	 	 
	 	(ii) 	
      violate any applicable law, statute, rule, regulation,
      judgment, order, writ or decree of any governmental authority having
      jurisdiction over such entity or any of its properties, assets or
      operations;

	 	 	 
	 	(iii) 	
      conflict with, violate, result in the material breach or
      termination of, constitute a material default under, or give rise to any
      right of termination or acceleration or right to increase the obligations
      or otherwise adversely modify the terms under, or require any consent,
      approval or waiver by any party under, any of the contracts to be assigned
      by any such entities; or

	 	 	 
	 	(iv) 	
      result in the creation of any lien (other than any lien
      in favor of any of the Pacific Parties) upon any of such entity’s
      assets.




	 	(f) 	
      Verde is the sole owner (both legal and equitable) of and
      has good and marketable title to the Mesa Shares and the Mesa Shares are
      now, and at the time of their delivery to the Transaction Agent shall be,
      free and clear of all mortgages, liens, security interests, charges,
      claims, restrictions and other encumbrances of every kind, except for
      security interests held by one or more of the Pacific Parties, or as may
      be permitted pursuant to the resolution to be delivered pursuant to
      Section 8.7(d) of this Agreement.

	 	 	 
	 	(g) 	
      Verde is a member of Steel Park and owns its membership
      interests in Steel Park, free and clear of all liens, claims and
      encumbrances other than in favor of one or more of the Pacific Parties.
      Other than as provided in the Steel Park Operating Agreement referenced in
      Schedule A, Verde’s interest in Steel Park is not subject to any agreement
      for sale or option or similar agreement in favor of any person or
      entity.

	 	 	 
	 	(h) 	
      WWE owns 100% of the issued and outstanding shares of
      Verde’s capital stock, free and clear of all liens, claims and
      encumbrances, and Verde owns 100% of the issued and outstanding shares
      Mesa’s capital stock, free and clear of all liens, claims and encumbrances
      other than in favor of one or more of the Pacific Parties. Mesa owns 100%
      of the



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      assets comprising the Mesa Project, and shall not sell or
      otherwise in any way alienate or dispose of any of the Mesa Project assets
      other than in the ordinary course of business, except through the disposal
      of inoperable or poorly operating turbines. WWE’s share ownership in Verde
      is not subject to any agreement for sale or option or similar agreement in
      favor of any person or entity, and neither Verde’s share ownership in Mesa
      nor Mesa’s ownership of the Mesa Project assets is subject to any
      agreement for sale or option or similar agreement in favor of any person
      or entity.

	 	 	 
	 	(i) 	
      Neither Mesa nor Verde has entered into, intends to enter
      into, or shall enter into any agreements to issue any equity interests,
      warrants, or securities, or options for the same, to any other person or
      entity, except as may be permitted pursuant to the resolution to be
      delivered pursuant to Section 8.7(d) of this Agreement.

	 	 	 
	 	(j) 	
      Except for the Actions and those proceedings identified
      in Schedule O, there is no litigation, proceeding or investigation
      pending or, to the knowledge of WWE, threatened against any of the WWE
      Parties or any of the assets or the businesses operated by any of them in
      any court in any jurisdiction, or before any administrative agency, that
      might result in any material adverse effect upon the business, property,
      assets or condition, financial or otherwise, of any of these entities or
      any of their assets, or that seeks to enjoin or prohibit, or otherwise
      questions the validity of, any action taken or to be taken pursuant to or
      in connection with any agreement to which any of the WWE Parties is a
      party.

	 	 	 
	 	(k) 	
      Each of the WWE Parties is solvent as of the date of this
      Agreement, and the transactions contemplated by this Agreement will not
      render any of these entities insolvent.

	 	 	 
	 	(l) 	
      As of the date of this Agreement, none of the WWE Parties
      is engaged in, or about to engage in, any business or transaction, for
      which any property remaining with the respective entity immediately
      thereafter would be an unreasonably small capital to engage in such
      business or transactions.

	 	 	 
	 	(m) 	
      By entering into this Agreement and the transactions
      contemplated by this Agreement, none of the WWE Parties intends to incur,
      or believes that it will incur, debts that will be beyond each respective
      entity’s ability to pay as such debts mature.

	 	 	 
	 	(n) 	
      None of the WWE Parties is entering into the transactions
      contemplated by this Agreement or incurring any obligation
  pursuant



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      to this Agreement with the intent to hinder, delay, or
      defraud any creditor to which any of them is indebted as of the date
      hereof or will be indebted at the end of the Forbearance Period or any
      creditor to which any of them may become indebted after the end of the
      Forbearance Period.

	 	 	 
	 	(o) 	
      Each of the WWE Parties expects to derive substantial
      benefit (and may reasonably be expected to derive substantial benefit),
      directly and indirectly, from the transactions contemplated by this
      Agreement. None of the WWE Parties will assert at any time for any purpose
      that it has not received reasonably equivalent value in exchange for the
      transfers referenced in this Agreement.

	 	 	 
	 	(p) 	
      Each of the WWE Parties acknowledges and understands that
      the Pacific Parties are relying on the truth of the representations and
      warranties given by the WWE Parties herein, that such reliance is
      justifiable and reasonable, and that the Pacific Parties would not enter
      into this Agreement unless they believe that all of the WWE Parties’
      representations and warranties are true and correct in all material
      respects.

	 	 	 
	 	(q) 	
      The WWE Parties shall perform all such acts as are or may
      be necessary to satisfy their obligations under and in connection with
      this Agreement and all ancillary agreements.

	 	 	 
	 	(r) 	
      The documents that the WWE Parties are delivering to the
      Transaction Agent at the Phase I Closing are sufficient to transfer title
      to the interests of Verde in Steel Park to PHUS.

	 	 	 
	 	(s) 	
      None of the WWE Parties has entered into any transaction
      with any third party resulting in a liability or obligation of Steel Park
      that has not been disclosed to PHUS in writing.

	 	 	 
	 	(t) 	
      As of the Phase II Deposit Date, all books and records of
      Mesa and of other parties that pertain to the Mesa Project in the
      possession of any of the WWE Parties shall be delivered to and retained
      and preserved by Mesa at its corporate offices, free and clear of any
      liens or encumbrances, throughout the Forbearance Period and thereafter
      until either (i) the Settlement Amount is paid and disbursed timely
      pursuant to this Agreement, (ii) PHUS obtains possession of the Mesa
      Project and the books and records referenced in this subparagraph, or
      (iii) a Shareholder Rejection occurs.



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	 	(u) 	
      As of the Phase I Closing Date, any and all books and
      records of Steel Park and of other parties that pertain to Steel Park in
      the possession of any of the WWE Parties shall be delivered to
  PHUS.




	15.2 	
      Each of the Pacific Parties represents, warrants, and
      covenants to the WWE Parties as follows:

	 	 	 	 
		(a) 	
      Each of the Pacific Parties (i) is a corporation duly
      organized, validly existing and in good standing under the laws of the
      respective jurisdictions identified with respect to each of them in the
      preamble to this Agreement and (ii) has full corporate power and authority
      to enter into this Agreement and perform its obligations
  hereunder.

	 	 	 	 
		(b) 	
      The execution, delivery and performance of this Agreement
      by the Pacific Parties has been duly authorized by all necessary corporate
      action on the part of each of the respective Pacific Parties. This
      Agreement and each of the documents to be delivered by any of the Pacific
      Parties under this Agreement has been duly executed and delivered by each
      of the Pacific Parties and (assuming the due authorization, execution and
      delivery by each and all of the WWE Parties) constitutes the valid and
      binding obligation of each of the Pacific Parties.

	 	 	 	 
		(c) 	
      The execution, delivery and performance by the Pacific
      Parties of this Agreement, the consummation by them of the transactions
      contemplated by this Agreement, and the compliance by each of them with
      its obligations under this Agreement do not and will not directly or
      indirectly (with or without notice, lapse of time or both):

	 	 	 	 
			(i) 	
      conflict with, or result in the breach of, any provision
      of such entity’s constitutive documents or any resolution adopted by the
      board of directors, stockholders, or members of such entity; or

	 	 	 	 
			(ii) 	
      violate any applicable law, statute, rule, regulation,
      judgment, order, writ or decree of any governmental authority having
      jurisdiction over such entity or any of its properties, assets or
      operations.

	 	 	 	 
		(d) 	
      Each of the Pacific Parties acknowledges and understands
      that the WWE Parties are relying on the truth of the representations and
      warranties given by the Pacific Parties herein, that such reliance is
      justifiable and reasonable, and that the WWE Parties would not enter into
      this Agreement unless they believe that all of the Pacific
  Parties’



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      representations and warranties are true and correct in
      all material respects.

	 	 	 
	 	(e) 	
      The Pacific Parties shall perform all such acts as are or
      may be necessary to satisfy their obligations under and in connection with
      this Agreement and all ancillary agreements.

	 	 	 
	 	(f) 	
      Within fifteen days of receipt of a written request from
      any of the WWE Parties, PHUS shall provide in writing a schedule
      reflecting (i) all financing statements, mortgages, and similarly
      effective documents recorded to perfect security interests of the Pacific
      Parties against any of the WWE Parties, including any identification
      number for such documents, the date and location of filing, and (ii) the
      location of all collateral held by PHUS relating to any of the WWE
      Parties.




	Section 16 - 	Events of Default
  



	16.1 	
      Only one or more of the following shall constitute an
      “Event of Default” hereunder :

	 	 	 
		(a) 	
      Failure by any Party to comply with any material
      provision of or to perform any material obligation arising under this
      Agreement in a timely manner.

	 	 	 
		(b) 	
      Any representation or warranty made herein, or in any of
      the documents referenced in the Schedules to this Agreement proves to be
      untrue in any material respect.

	 	 	 
		(c) 	
      The commencement of any case, proceeding or other action
      with respect to any Party, under any existing or future law relating to
      bankruptcy, reorganization, insolvency, liquidation, relief of debtors or
      similar law, seeking to have an order of relief entered or seeking to
      adjudicate it bankrupt or insolvent, or seeking reorganization,
      arrangement, adjustment, winding-up, liquidation, dissolution, composition
      or other relief with respect to it or its debts, or seeking appointment of
      a receiver, trustee, custodian or other similar official for it or for all
      or any substantial portion of its assets, or seeking issuance of a warrant
      of attachment, execution, distraint or similar process against all or any
      substantial part of its assets, other than an involuntary case, proceeding
      or action which is filed without the encouragement or collusion of any of
      the Parties and is dismissed, terminated, or stayed within forty-five (45)
      days after it is commenced.

	 	 	 
		(d) 	
      Any Party shall:



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	 	(i) 	
      Make a general assignment for the benefit of its
      creditors;

	 	 	 
	 	(ii) 	
      Dissolve (or commence or have commenced against it a
      proceeding for dissolution of) the entity; or

	 	 	 
	 	(iii) 	
      Take any action in furtherance of or indicating its
      consent to, approval or, or acquiescence in and of the acts set forth in
      subparts (c) or (d) of this Section 16.1.




	 	(e) 	
      An Event of Default by any of the WWE Parties shall be an
      Event of Default as to all the WWE Parties. An Event of Default as to any
      of the Pacific Parties shall be an Event of Default as to all of the
      Pacific Parties.




	16.2 	
      Only one or more of the following shall constitute a
      "Special WWE Default" hereunder:

	 	 	 
		(a) 	
      Any of the WWE Parties commits bad faith waste of the
      Mesa Project assets (as “bad faith waste” is defined under California
      law).

	 	 	 
		(b) 	
      Any of the WWE Parties recklessly, intentionally or
      maliciously (i) takes any action that materially and adversely affects the
      value of Mesa, the Mesa Project, or the Mesa Shares or (ii) permits any
      action to occur that materially and adversely affects the value of Mesa,
      the Mesa Project, or the Mesa Shares, provided that the WWE Party which
      took or permitted the action knew or should have known that the action was
      reasonably likely to materially and adversely affect the value of Mesa,
      the Mesa Project, or the Mesa Shares.

	 	 	 
		(c) 	
      Any of the WWE Parties recklessly, intentionally or
      maliciously takes any action that (i) is reasonably likely to materially
      and adversely affect the value of Mesa, the Mesa Project, or the Mesa
      Shares or (ii) permits any action to occur that is reasonably likely to
      materially and adversely affect, the value of Mesa, the Mesa Project, or
      the Mesa Shares and the action is not reversed or modified so as to avoid
      any such material and adverse effect within ten (10) days after notice
      from the Pacific Parties or such sooner time period after receipt of such
      notice as necessary to prevent the effect from occurring.

	 	 	 
		(d) 	
      Any of the WWE Parties fails to comply with the
      provisions of Section 14.2.

	 	 	 
		(e) 	
      Mesa enters into a commitment or transaction, or takes
      any action prohibited by the terms of the resolution delivered pursuant to
      Section 8.7(d) of this Agreement.



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	 	(f) 	
      Any of the representations or warranties made by any one
      or more of the WWE Parties in the following sections of this Agreement is
      or becomes untrue in any material respect: Section 15.1(f); Section
      15.1(h); Section 15.1(i).




	Section 17 - 	Remedies




	17.1 	
      In this Section 17, the term “Non-Defaulting Side”
      means the Pacific Parties if an Event of Default was caused by the WWE
      Parties, and means the WWE Parties if an Event of Default was caused by
      the Pacific Parties.

	 	 	 
		(a) 	
      If an Event of Default occurs prior to the Phase I
      Closing, then the Non-Defaulting Side may elect not to proceed with both
      the Phase I Closing and the Phase II Closing and shall retain all remedies
      they have as of the date of this Agreement.

	 	 	 
		(b) 	
      If an Event of Default occurs after the Phase I Closing
      but before the Phase II Deposit, then the Non-Defaulting Side may elect
      not to proceed with the Phase II Deposit and Phase II Closing and shall
      retain all remedies they have as of the date of this Agreement.

	 	 	 
		(c) 	
      If an Event of Default by the WWE Parties occurs after
      the Phase II Deposit, other than a Special WWE Default, the Pacific
      Parties shall take no action during the Forbearance Period and shall be
      deemed to waive any such Event of Default if either (1) the Settlement
      Amount is paid by the WWE Parties prior to the end of the Forbearance
      Period or (2) any of the Pacific Parties receives the Mesa Shares pursuant
      to Section 8.11(a) above and control of the Mesa Project pursuant to
      Section 8.11(b) above. However, if neither of the events described in
      subparts (1) or (2) of the preceding sentence occurs, and no Special WWE
      Default has occurred, then the Pacific Parties’ remedies shall not include
      any action to have this Agreement rescinded, reformed or modified; the
      relief available to the Pacific Parties shall be limited to foreclosure on
      the Mesa Shares, enforcement of the Loan Agreement, Pledge Agreement and
      Security Agreement (which shall in such event survive this Agreement), and
      Section 8.17 hereof; and any relief shall take into account the three
      million dollars ($3,000,000.00) credited against the Loan and interest
      thereon pursuant to Sections 5 and 6 above, to the extent the WWE Parties
      have not previously obtained the benefit of such credit.

	 	 	 
		(d) 	
      If an Event of Default by the Pacific Parties occurs
      after the Phase II Deposit, then the WWE Parties shall take no action
      during the Forbearance Period and shall be deemed to waive any such Event
      of



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      Default if either (1) the Settlement Amount is paid by
      the WWE Parties prior to the end of the Forbearance Period or (2) any of
      the Pacific Parties receives the Mesa Shares pursuant to Section 8.11(a)
      above. However, if neither of the events described in subparts (1) or (2)
      of the preceding sentence occurs, then as the sole remedy of the WWE
      Parties for such Event of Default, in the event that the Pacific Parties
      bring an action to recover the Loan, the WWE Parties may offset (without
      making any claim for affirmative recovery) any damages they can prove as a
      result of such Event of Default against the amount due on the Loan plus
      interest, and may recover any sums or receive any credit to which they may
      be entitled with respect to the three million dollars ($3,000,000.00)
      credited against the Loan and interest thereon pursuant to Sections 5 and
      6 above, to the extent the WWE Parties have not previously obtained the
      benefit of such credit.

	 	 	 
	 	(e) 	
      Notwithstanding anything to the contrary contained
      herein, nothing in this Agreement shall impair the right of any of the
      Parties to enforce, through any available judicial means, the indemnity
      obligations contained in this Agreement.




	17.2 	
      The following shall apply in the event of a Special WWE
      Default:

	 	 	 	 	 
		(a) 	
      The Pacific Parties shall have all remedies available to
      them in law and equity; provided however, that:

	 	 	 	 	 
			(i) 	
      If the Special WWE Default is one of the types described
      in Sections 16.2(a), (b), (c), or (d), the monetary relief to which the
      Pacific Parties shall be entitled shall be limited to all sums then due
      under the Loan Agreement plus the amounts provided for in Section 8.17;
      provided, however, that any relief shall take into account the U.S.
      $3,000,000.00 credited against the Loan and interest thereon pursuant to
      Sections 5 and 6 above, to the extent the WWE Parties have not previously
      obtained the benefit of such credit.

	 	 	 	 	 
			(ii) 	
      If the Special WWE Default is one of the types described
      in Sections 16.2(e) or (f), the monetary relief to which the Pacific
      Parties shall be entitled shall be limited to the greater of:

	 	 	 	 	 
				(A) 	
      An amount equal to the diminution of value of Mesa, the
      Mesa Project, and/or the Mesa Shares that has resulted, directly or
      indirectly, from one or more Special WWE Defaults(s) of the type described
      in Section 16.2(d), (e), or (f); or



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	 	(B) 	
      All sums then due under the Loan Agreement plus the
      amounts provided for in Section 8.17;



provided, however, that any
relief shall take into account the U.S. $3,000,000.00 credited against the Loan
and interest thereon pursuant to Sections 5 and 6 above, to the extent the WWE
Parties have not previously obtained the benefit of such credit. 

	 	(b) 	
      The Pacific Parties also may elect (i) to terminate the
      Forbearance Period and (ii) to exercise their rights under Section 8.11 or
      Section 8.17, as applicable.




	17.3 	
      If PHUS asserts that a Special WWE Default has occurred,
      and seeks to terminate the Forbearance Period pursuant to Section 17.2(b),
      the following procedure shall apply:

	 	 	 
		(a) 	
      PHUS may deliver a written notice to the Transaction
      Agent stating that a Special WWE Default has occurred, with a copy of the
      notice being sent substantially concurrently to the WWE and Verde, using
      the Parties’ Contact Information for the WWE Parties. The notice shall
      state the nature of the alleged Special WWE Default and the basis for
      PHUS’s assertion that the Special WWE Default meets the definition set
      forth in Section 16.2.

	 	 	 
		(b) 	
      If, within five business days after delivery of a Special
      WWE Default notice, Verde does not deliver a notice to the Transaction
      Agent denying that a Special WWE Default has occurred in the form provided
      in Section 17.3(d) below, the Transaction Agent shall immediately deliver
      the Mesa Shares to PHUS.

	 	 	 
		(c) 	
      Upon such delivery of the Mesa Shares, PHUS shall accept
      the Mesa Shares in satisfaction of the Loan if it is then able to do so
      without violating any applicable law or court order. If PHUS is not able
      to do so, it shall be entitled to retain the Mesa Shares in its possession
      as the secured party under the Pledge Agreement, with the right to pursue
      any and all legal and equitable remedies it may have with respect to the
      Mesa Shares and the Loan.

	 	 	 
		(d) 	
      If, within five business days after delivery of a Special
      WWE Default notice, Verde delivers a notice to the Transaction Agent
      denying that a Special WWE Default has occurred, and stating a basis for
      why the assertion by PHUS in the notice of default delivered pursuant to
      Section 17.3(b) is untrue, the Transaction Agent shall refrain
  from



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      delivering the Mesa Shares to PHUS for seven business
      days after PHUS’s delivery of the Special WWE Default notice.

	 	 	 
	 	(e) 	
      If, within the seven-day period referenced in Section
      17.3(d) above, the Transaction Agent has received no notice of the
      issuance or existence of a judicially issued or statutorily imposed
      restraining order, injunction, or stay that prohibits the Transaction
      Agent from delivering the Mesa Shares to PHUS pursuant to the terms of
      this Agreement, the Transaction Agent shall promptly deliver the Mesa
      Shares to PHUS. Upon such delivery, PHUS shall have the rights and
      limitations provided in Section 17.3(c) above with respect to the Mesa
      Shares.

	 	 	 
	 	(f) 	
      If, within the seven-day period referenced in Section
      17.3(d) above, the Transaction Agent receives notice of the issuance or
      existence of such a restraining order, injunction, or stay, the
      Transaction Agent shall comply with the terms thereof, pending expiration
      or termination thereof.




	17.4 	
      The remedies of the Non-Defaulting Parties in connection
      with an Event of Default and in connection with a Special WWE Default
      shall be limited as provided in this
Agreement.




	Section 18 - 	Party Contact Information
    



	18.1 	
      Any notices or deliveries of documents or instruments to
      be made under this Agreement, other than documents or instruments to be
      delivered to the Transaction Agent, shall be made to the following persons
      (each, a “Contact Person” for the respective parties they
      represent) using the contact information (the “Parties’ Contact
      Information”) shown below:



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EXECUTION COPY, WITH REDACTIONS 

If to any one or more of the WWE
Parties: 

Western Wind Corporation 
632
Foster Avenue, Coquitam, BC V3JL27 
Attn: Jim Henning 

Facsimile:          
 +1-604-677-5212

Email:                    
jhenning@shaw.ca 

With a copy to: 

Chadbourne & Parke LLP 
350
South Grand Avenue 
Suite 3300 
Los Angeles, CA 90071 
Attn: Edward W.
Zaelke 

Facsimile:            +1-
213-622-9865

Email:                  
ezaelke@chadbourne.com 

If to any one or more of the Pacific
Parties: 

Pacific Hydro International Pty Ltd.

Level 10 
474 Flinders Street 
Melbourne, VIC, 3000, Australia

Attn: Company Secretary 

Facsimile:            +61-3-9620-4433

Email:                    

mziemer@pacifichydro.com.au


With a copy to: 

Stoel Rives LLP 
600 University
St., Ste. 3600 
Seattle, WA 98101 USA 
Attention: Alan R. Merkle 

Facsimile:            +1-206-386-7500
  

  Email:                   armerkle@stoel.com


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	18.2 	
      Notices shall be in writing and, if they are not
      accompanied by physical delivery of any item, may be delivered either (a)
      in person, by courier, or by mail, postage and shipping prepaid, to the
      addresses of the respective recipient’s contact addresses shown above or
      (b) by facsimile transmission directed to each Contact Person for the
      respective recipient and faxed to the respective fax numbers shown above,
      or (c) by email sent to the respective email addresses shown above.
      Delivery shall be deemed complete upon successful fax or email delivery or
      upon the third business day following mailing, whichever shall first
      occur.

	 	 
	18.3 	
      Deliveries of original documents, original instruments,
      and tangible goods and property, other than those to be delivered to the
      Transaction Agent, shall be made, postage and shipping prepaid, to the
      corporate address of the respective party shown above or to such other
      address as the respective Contact Persons may direct in writing prior to
      shipment, transmission, or delivery of the items.

	 	 
	18.4 	
      No party shall refuse or otherwise attempt to avoid
      delivery of any notice.

	 	 
	18.5 	
      The WWE Parties and the Pacific Parties may change the
      identity of their respective Contact Persons or any other portions of the
      contact information shown above by providing written notice of such change
      in accordance with the foregoing notice
provisions.




	Section 19 - 	Statements Regarding this
      Agreement 



	19.1 	
      Unless required to do so by the applicable laws or
      regulations, none of the WWE Parties or persons or entities acting on
      behalf of any one or more of them and none of the Pacific Parties or
      persons or entities acting on behalf of any one or more of them shall be
      permitted to issue a press release, make any written report or statement
      that is to be released to the public, or make any oral public statement
      (each a “Statement”) regarding the terms of this Agreement, any
      ancillary agreement, or the Actions unless and until they have delivered
      the text of any proposed Statement to the Contact Person for the other
      parties, and either (a) the Contact Person for the other parties does not
      object in writing within 24 hours after delivery of the text of the
      proposed Statement (excluding weekends and public holidays observed in the
      country of the parties receiving the proposed Statement) or (b) the
      Contact Person for the other Parties provides written consent and approval
      of the proposed Statement on behalf of those parties, which approval shall
      not be unreasonably withheld or delayed.



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	19.2 	
      Nothing contained in this section or elsewhere in this
      Agreement shall be construed as modifying the strict confidentiality
      provisions regarding the REDACTED _____________ ] set forth in
      Section 9 above. No Statement shall
      _____________________________________________________________________
      disclose [REDACTED ________________________________________________
      _________], regardless of any other Party’s failure to object to any
      proposed Statement.




	Section 20 - 	General




	20.1 	
      The Parties agree to execute all documents and to take
      all such steps as are necessary to effect the terms of this Agreement,
      including, without limiting the generality of the foregoing, (a) doing all
      such things and acts as are necessary to effect the transfer of Verde’s
      membership interests in Steel Park to PHUS and the Mesa Shares and all
      assets of Mesa as contemplated by this Agreement and (b) executing and
      delivering, for filing in any one or more of the Actions, any and all
      notices or stipulations that are appropriate or necessary to effectuate or
      fulfill the provisions of this Agreement and are consistent with the terms
      hereof.

	 	 
	20.2 	
      This Agreement, together with the documents to be signed
      in connection with it, plus those portions of the Loan Agreement, the
      Pledge Agreement, and the Security Agreement that are not released herein,
      constitutes the entire agreement between the Parties and supersedes all
      prior communications, representations and agreements, whether verbal or
      written, between the Parties with respect to the settlement of the
      Actions.

	 	 
	20.3 	
      Subject to any consents, acknowledgements, approvals or
      otherwise as may be required, this Agreement may be amended or modified
      only by written instruments signed by the Parties hereto.

	 	 
	20.4 	
      This Agreement and all of its provisions shall inure to
      the benefit of and be binding upon the Parties hereto and their respective
      employees, agents, directors, officers, subsidiaries, associated or
      affiliated companies, heirs, executors, administrators, personal legal
      representatives, successors and assigns.

	 	 
	20.5 	
      If any term, covenant or condition contained herein is,
      to any extent, held by a court of competent jurisdiction to be invalid or
      unenforceable in any respect under the laws governing this Agreement or
      any part thereof, the remainder of this Agreement shall be reformed so as
      to most fully conform to the intent of the parties, but without the
      offending provision.



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20.6 		
This Agreement shall be governed by and construed in accordance with the domestic laws of the Province of British Columbia and the laws of Canada applicable therein, without giving effect to principles of conflicts of laws, except
with respect to the foreclosure referenced in Section 8 and related procedures, which shall be governed by the law of the State within the United States where the collateral is situated at the time of enforcement.

	
	 	 
	
20.7 		
If any portion of this Agreement or the covenants, representations, warranties, or obligations hereunder become the subject of litigation or arbitration, the prevailing party shall be entitled to reimbursement from the other
party(ies) for its reasonable costs, reasonable expenses and reasonable attorneys’ fees so incurred, including without limitation those incurred in connection with any appeals thereof, in connection with any bankruptcy case or proceeding, and
any appeals thereof.

	
	 	 
	
20.8 		
Each of the Parties shall each bear its own costs and fees incurred in negotiating this Agreement.

	
	 	 
	
20.9 		
When used in this Agreement, terms such as “herein,” “hereto,” and “hereof” refer to the entire Agreement, and are not limited to any portion or portions of this Agreement.

	
	 	 
	
20.10 		
This Agreement has been reviewed by legal counsel for all parties, who have participated in its preparation and negotiation. The language of this Agreement, including without limitation any ambiguities, shall not be construed in
favor of any one or more parties or against any one or more other parties.

	
	 	 
	
20.11 		
In any list of items set forth in this Agreement prefaced by the words “without limitation,” the inclusion of some items is intended to be by way of example, and is not intended to exclude other items.

	
	 	 
	
20.12 		
This Agreement may be signed in any number of counterparts and all such counterparts taken together will be deemed to constitute one and the same instrument. Signed counterparts of this Agreement may be delivered by facsimile
transmission and, when so delivered, such signed counterparts shall have the same effect as delivery of signed originals. Any party that delivers its signature by facsimile transmission will also promptly deliver the original signed counterpart to
the Contact Person for the other Parties identified hereinabove by overnight express courier; however, failure to deliver the original signed counterpart shall not invalidate this Agreement.

	


Settlement Agreement – Page 41






EXECUTION COPY, WITH REDACTIONS 

          IN
WITNESS WHEREOF the Parties have executed this Agreement as of the date
first above written. 

PACIFIC HYDRO PTY LTD. ACN 057 PACIFIC HYDRO US HOLDINGS, INC.
279 508 

	By __________________________________________	By
  __________________________________________
	       Its
      _______________________________________	       Its
      _______________________________________



	PACIFIC HYDRO INTERNATIONAL 	  
	PTY. LTD. ACN 073 323 109 	  
	 	 
	By __________________________________________	  
	       Its
      _______________________________________	  
	  	  
	 	 
	WESTERN WIND ENERGY CORP. 	VERDE RESOURCES CORPORATION 
	 	 
	By __________________________________________	By
  __________________________________________
	       Its
      _______________________________________	       Its
      _______________________________________
	  	  
	 	 
	MESA WIND POWER CORPORATION 	AERO ENERGY LLC 
	 	 
	By __________________________________________	By
  __________________________________________
	       Its
      _______________________________________	       Its
      _______________________________________
	  	  
	 	 
	EASTERN WIND POWER INC. 	  
	 	 
	By __________________________________________	  
	       Its
      _______________________________________	  


Settlement Agreement – Page 42 






EXECUTION COPY, WITH REDACTIONS 

SCHEDULE A

LIST OF THE PARTIES’ PRIOR AGREEMENTS 

(Recital D) 

	1. 	
      Exclusivity Deed between PHI and WWE dated October 20,
      2005;

	 	 
	2. 	
      Alliance Agreement between PHI and WWE dated January 27,
      2006;

	 	 
	3. 	
      Subscription Agreements between PHI and WWE dated October
      20, 2005; December 16, 2005; and January 27, 2006;

	 	 
	4. 	
      Limited Liability Company Operating Agreement of Steel
      Park LLC between Verde and PHUS dated April __, 2006;

	 	 
	5. 	
      Security Agreement between Steel Park and PHL dated April
      28, 2006;

	 	 
	6. 	
      Standstill Agreement between WWE and PHL dated July 21,
      2006;

	 	 
	7. 	
      Loan Agreement between PHI and WWE dated July 24,
      2006;

	 	 
	8. 	
      Security Agreement between Mesa (then known as PAMC
      Management Corporation) and PHUS, entered into on or about July 24,
      2006;

	 	 
	9. 	
      Pledge Agreement between Verde and PHUS entered into on
      or about July 24, 2006;







EXECUTION COPY, WITH REDACTIONS 

 

SCHEDULE B 

FORM OF OPINION OF COUNSEL 
TO BE PROVIDED BY WWE
PARTIES

(Section 7.2) 

 

 

[See Attached] 




EXECUTION COPY, WITH REDACTIONS 

 

SCHEDULE C

FORM OF OPINION OF COUNSEL 
TO BE PROVIDED BY PACIFIC
PARTIES

(Section 7.2) 

 

[See Attached] 




EXECUTION COPY, WITH REDACTIONS 

 

SCHEDULE D 

LIST OF STEEL PARK ASSETS 
TO BE DISTRIBUTED TO VERDE


(Section 5.1) 

 

[See Attached] 




EXECUTION COPY, WITH REDACTIONS 

 

SCHEDULE E 

ASSIGNMENT OF MEMBERSHIP INTEREST IN STEEL PARK, LLC 

(Section 5.1) 

[See Attached] 




EXECUTION COPY, WITH REDACTIONS 

 

SCHEDULE F 

FORM OF RESIGNATIONS OF VERDE-NOMINATED MANAGERS AT STEEL
PARK 

(Section 5.1(c)) 

 

[See Attached] 




EXECUTION COPY, WITH REDACTIONS 

 

SCHEDULE G 

JOINT INSTRUCTIONS TO TRANSACTION AGENT 

(Section 7.1) 

 

[See Attached]




EXECUTION COPY, WITH REDACTIONS 

 

SCHEDULE H 

ASSIGNMENT SEPARATE FROM CERTIFICATE OF MESA SHARES 
FROM
VERDE TO PHUS OR ASSIGNS 

(Section 8.7(b)) 

 

[See Attached] 




EXECUTION COPY, WITH REDACTIONS 

 

SCHEDULE I 

FORM FOR RESIGNATION OF OFFICERS AND DIRECTORS OF
MESA

(Section 8.7(c)) 

 

[See Attached] 




EXECUTION COPY, WITH REDACTIONS 

 

SCHEDULE J 

MESA BOARD OF DIRECTORS RESOLUTION 

(Section 8.7(d)) 

 

[See Attached] 




EXECUTION COPY, WITH REDACTIONS 

 

SCHEDULE K 

AUTHORIZATION BY PHUS FOR TRANSACTION AGENT 
TO FILE UCC
TERMINATION STATEMENT 

(Section 8.8) 

 

[See Attached] 




EXECUTION COPY, WITH REDACTIONS 

 

SCHEDULE L 

FORMS OF CONSENTS TO DISMISSAL OR DISCONTINUANCE 
OF
CLAIMS ASSERTED IN THE ACTIONS 

(Section 13.1) 

 

[See Attached] 




EXECUTION COPY, WITH REDACTIONS 

 

SCHEDULE M 

FORM OF NLG LETTER 

(Section 13.3) 

[To be placed on PHI Letterhead] 

Norddeutsche Landesbank Girozentrale 
[Insert address for
New York branch.] 

Gentlemen:

Please be advised that none of the Pacific Parties (as defined
below) has or claims any right or interest in any land owned by any of the WWE
Parties (as defined below) situated in Kern County, California. 

For purposes of this letter, the term “Pacific Parties”
includes all of the following: 

Pacific Hydro Pty Ltd. ACN 057 279
508
Pacific Hydro International Pty. Ltd. ACN 073 323 109 
Pacific Hydro
US Holdings, Inc. 

For purposes of this letter, the term “WWE Parties” includes
all of the following: 

Western Wind Energy Corp. 
Verde
Resources Corporation 
Mesa Wind Power Corporation 
Aero Energy LLC

Eastern Wind Power Inc. 

Sincerely, PACIFIC HYDRO PTY LTD. ACN 057 279 508 

 

By 
____________________________
      Its
__________________________





EXECUTION COPY, WITH REDACTIONS 

 

SCHEDULE N 

MESA PROJECT MONTHLY REPORT FORM 

(Section 14.2(b)) 

	To: 	Pacific Hydro Pty Ltd; Attention:
      Company Secretary 
	From: 	Western Wind Energy Corporation
    
	Re: 	Mesa Monthly Report For the Month
      of [   ] (Reporting Period) 
	Date: 	[   ]



Attached is the operations and maintenance report for the
Reporting Period prepared by [name of operations and maintenance management
contractor]. 

During the Reporting Period: 

1.        Approximate
project availability (based on the percentage of turbines operating) was [ ].


2.        KW and KWh metered
production was [ ]. 

3.        Power
generation sales revenue received was [ ]. 

4.        The following
Mesa Project related contracts or licences were entered into, modified or
terminated: __________

5.        The following
unscheduled maintenance of turbines, panels or other equipment was undertaken:
__________

6.        Outage events,
including station events or utility events were as follows: ____ 

7.        The following
reported safety incidents occurred: _______

8.        The following
environmental matters, including environmental incidents, site clean-up
activities, compliance confirmations or non-compliance problems occurred:
________

          
Certified as true by: 


__________________________________
Print
Name:    
_______________________
Title:  _____________________________





EXECUTION COPY, WITH REDACTIONS 

 

SCHEDULE O 

LIST OF PROCEEDINGS IN WHICH ANY OF THE WWE PARTIES 
IS
INVOLVED, OTHER THAN THE ACTIONS 
(Section 15.1(j)) 

	1. 	
      Action Number S-064028 in the Supreme Court of British
      Columbia.



Plaintiffs and Defendants by Counterclaim: Paul Woodhouse and
Darlene Gillis. 

Defendants and Plaintiffs by Counterclaim: Western Wind Energy
Corp. and Jeffrey Joseph Ciachurski. 

	2. 	
      Action Number S-063786 in the Supreme Court of British
      Columbia.



Plaintiffs: Paul Woodhouse and Darlene Gillis. 

Defendants: Western Wind Energy Corp. and Jeffrey Joseph
Ciachurski. 

	3. 	
      Cause Number S/C/3600/06 in the Court of Queen’s Bench
      of New Brunswick.



Plaintiffs: Eastern Wind Power Inc. and Western Wind Energy
Corporation. 

Defendants: Paul F. Woodhouse and Darlene R. Gillis

	4. 	
      Case Number C2004-6899 in the Superior Court of the
      State of Arizona in and for the County of Pima now Action Number CV 05-119
      TUC DCB in the United States District Court, District of
    Arizona.



Plaintiffs: Michael G. Wystrach and Grace W. Wystrach, husband
and wife. 

Defendants: Jeffrey Ciachurski and Western Wind Energy Corp., a
foreign corporation. 

	5. 	
      Action Number S-067164 in the Supreme Court of British
      Columbia.



Plaintiffs: Michael G. Wystrach and Grace W. Wystrach. 

Defendants: Western Wind Energy Corp., Jeffrey J. Ciachurski
and Pacific Corporate Trust Company. 

	6. 	
      Action Number S-074637 in the Supreme Court of British
      Columbia.



Plaintiffs: Michael G. Wystrach and Grace W. Wystrach. 

Defendants: Western Wind Energy Corp. and Jeffrey Ciachurski.