Aooprunuru_

Coxsur,ttxc Coxrnacr DATED /gGBET*EENMoncax D,c,vls Assocr.trm IffiA) lxo

FtouclaRra GaxaonR.l,, S.A., Tnusrrr

MDA agrees to provide the following individual pursuant to the above-referenced contract on theterms noted below:

Name ofindividuat: Q oa 0 E - hfnffiil4tbDescripfion of responsibilities: /

Compensation to be poitl to MDA,:

ilarte

Morgan Davis Associates Inc.

Agreed and accepted by the individual noted

Te rmin at io n p rovis io ns :

O th e r app tica b le p rovis io ns :

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at sa{ rlttuKT ,t7. t t4qrytat / x. I /3din favor of Energia Andina, Ltd. andFiduciaria Ganadera,

EXHIBIT A

CONFIDENTIALITY AND PROPRIETARY RIGHTS AGREEMENT

This Confidentiality and Proprietary Ri this "Agreement") is made as ofl9f6 ($e" i,ve Date"), b an individual residing

("Consultant")(the "Owner"), acting as trustee

under that certain Trust Agreement dated July 5, 1994, among Energia Andina, Ltda., CorporacionFinanciera Ganadera, S.A. and Fiduciaria Ganadera, S.A.

, WHEREAS, Consultant is under contract with AdminiStaff .fu, a

Ad "

O+p r C'Administaff') and working for the benefit of the Owner through t"torg*Davis Associates Inc. under that certain Consulting Agreement with Morgan Davis dated

, lgg6;

WHEREAS, Consultant acknowledges and understands that in the performance if his or herservices to the Owner (the "Services"), he or she will have access to the Owner's confidential andproprietary information, and that the execution of this Agreement is a requirement and conditionprecedent to Consultant's access to such information and retention under this Addendum;

NOW, TIIEREFORE, in consideration of the premises, Consultant hereby agrees as follows:

1. Confidential Information.

(a) For purposes of this Agreemen! "Owner Confidential Information" meansthe trade secrets, proprietary information and know-how of the Owner and its affiliates, as they mayexist from time to time, including, but not limited to, data, drawings, recordings, tracings,specifications, calculations, manuals, documentation, computer software, pl4ns, prograrns,pr@esses, products, costs, operations, customers, reports, studies, designs, know how, tradesecrets, whether now existing or hereafter developed or created by Owner or its aff,rliates or byConsultant or any other party or subcontractor in the performance of the Services.

(b) Consultant acknowledges that the Owner Confidential Information representsvaluable, special and unique assets of the business of the Owner and its affiliates, access to andknowledge of which are essential to the performance of Consultant's obligations hereunder. in thefulfillment of MDA's obligations under the Agreement.

(c) Consultant will not druing or after the term of this Agreemen! disclose anyOwner Conlidential Information to any person or entity for any reason whatsoever, except asrequired in connection with the business of the Owner and its affrliates, nor shall Consultant use ofany such property for his own purposes or for the benefit of any person or entlty (except the Owner

1/EHOU05:2t596.1

or an affiliate of the Owner) under any circumstances during or after the term of this Agreement,provided that after the term of this Agreement, these restrictions shall not apply to such secrets,

information and know-how which are then in the public domain (provided that MDA, Consultantor any other employee or agent of MDA was not responsible, directly or indirectly, for such secrets,

information or processes entering the public domain without the Owner's consent). Consultantagrees to hold all Owner Confrdential Information in confidence, and on termination of thisAgreement, or on demand of the Owner, at any time, promptly to deliver the same to the Owner.

(d) Consultant agrees that he will not use or disclose to the Owner, its affiliates,or any employee of the Owner or its affiliates, during the term of this Agreement, either (i)conlidential information belonging to his former employers or (ii) confidential information relatingto any trade secrets or inventions which he owns or in which he holds an interest.

(e) The obligations of Consultant under this Section I shall survive thetermination of this Agreement, and after any termination of this Agreement (for any reason)Consultant shall perform fully its obligations under this Section l.

2. Inventions by Consultant.

(a) For purposes of this Agreemen! "Consultant Developments" means any andall inventions, ideas, disclosures, improvements, and developments, and any applications for LettersPatent issuing thereon and any copyrights related thereto, that are made or conceived by Consultant,solely or jointly, or in whole or in par! during the term hereof, whether patented or unpatented, and

whether copyrightable material or no! which (i) relate to chemical processes or formulas, software,algorithms, stnrctures, source or object codes, methods, apparatus, designs, products, or processes,

that are utilized in, or could be utilized in or held for use in the Pilot Plant, (ii) are otherwise relatedto the Pilot Plant, the Project, or the business, functions or operations of the Owner, or (iii) arise(wholly or partly) from the efforts of Consultant during the term hbreof. Notwithstanding theforegoing, "Consultant Developments" shall not encompass any means or methods of Consultantwhich relate to Consultant's general services and which are not related to the Project, the Pilot Plant,or Consultant's seryices hereunder.

O) Consultant understands and acknowledges that technology utilized in theProject is owned by Energia Andina Ltd. and is being utilized in the Pilot Plant or the Projectpursuant to a license agreement between Energfa Andina Ltd. and Energia Andina Ltda. and a licenseagreement between Energfa Andina Ltda. and Owner. Consultant also understands that pursuant tothese license agrcements all improvements and developments related to the Pilot Plant or the Projectmust be assigned to Energia Andina Ltd., and all information and data related to such improvementsand developments must be provided to Energia Andina Ltd.

(c) The parties intend and agree thag as between Owner and Consultant, all rights,title and interest in and to all Consultant Developments shall be the exclusive property of Owner,

VEHOU0J:2t696.1

and Owrpr sball be the exclusive owner of any copyright rights attendant thereto, whether or notsuch items constitut€ a nwork made for hire' as defined in 17 U.S.C. Section 101.

(d) Pursuant to the requirements of the licenses described in Section 2(b),Consultant agrees and does hereby assign, grant, transfer and convey to Energia Andina Ltd., itssuccessors and assigns, Consultant's entire right, title, interest and ownership in and to allConsultant Developments, including, without limitation, the right to secure patent or copyrightregistration. Consultant further agrees, on behalf of its employees or agents, to assign, grant,transfer and convey to Energia Andina, Ltd., any rights, title or interests that any such employeeor agent (or Consultant) may have in any Consultant Developments. Consultant confirms thatEnerg(a Andina Ltd. and its successors and assigns shall be sole and exclusive owner of all ofConsultant's right, title and interest in and to, including the right to manufacture, use, reproduce,distribute by sale, rental lease or lending or by other transfer of ownership, to perform publicly,and to display, all Consultant Developments, whether or not zuch items constitute a "work madefor hire" as defined in 17 U.S.C. Section 101.

(e) Consultant agrees to take all actions, at Energia Andina Ltd.'s expense, andcooperate as is necessary and agrees to execute any documents that might be necessary to perfectEnergia Andina Ltd.'s ownership of patent, copyright and other righs in such ConsultantDevelopments, and to obtain any registrations therefor. Energia Andina Ltd. shall have the rightto file and prosecute, at Energia Andina Ltd.'s expense and at Energfa Andina Ltd.'s solediscretion, all patent applications on any such inventions or discoveries, and Consultant agrees tohave executed and delivered to Energfa Andina Ltd. any and all documents, including assignments,which Energia Andina Ltd. shall deem necessary in order to apply for, prosecute and obtainI-etters Patent for said discoveries, patent applications based thereon and ktters Patent issuingthereon. Consultant agrees to furnish Energfa Andina IJd. full assistance in the preparation, filingand prosecution of any zuch patent applications, including patent interfererrce proceedings relatingthereto, and to protect and enforce said patents and to assist in any proceedings and litigation inconnection therewith, such assistance to be furnished by Consultant at Owner's or Energia AndinaLtd.'s expense.

(f) Qsnsultent hereby grants to Owner and Energia Andina Ltd. an irrevocable,worldwide, non-exclusive, royalty-free, license to use any and all patents, patented products,patentable products, know-how, processes, inventions or other information of Consultant whichare not included within Consultant Developments and which have been ircorporated by Consultantinto the Pilot Plant or the Project. Such license includes the right to sublicense without any feeor charge. Such license shall be transferable without any fee or charge.

G) Any invention, idea or improvementby Consultant relating to the Pilot Plantor the Project within one year following the tennination of this Agreemeag shall be deemed to fallwithin the provisions of this Section 2 unless conclusively proven by Consultant to have been frstconceived and made following zuch termination, and therefore the sole and exclusive property ofOwner and Energia Andina Ltd.

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(h) The obligations of Consultant under this Section 2 shall survive thetermination of this Agreement, and after any termination of this Agreement (for any reason)Consultant shall perform fully is obligations under this Section 2.

3. Conflicts of Interest. Consultant agrees that he shall not, directly or indirectly,become involved in any conllict of interest, including ownership of a material interest in anysupplier, contactor, subcontractor, customer or other entity with which the Owner does business oraccepting any payment, service, gift, loan or other favor from such entities, or upon discoverythereof, allow such a conJlict to continue. Moreover, Consultant agrees that he shall promptlydisclose to the Owner any facts which might involve any reasonable possibility of a conflict ofinterest.

4. Other Provisions.

(a) This Agreement is made and entered into as of the Effective Date, and therights and obligations of the parties hereto shall be binding upon the heirs and legal representativesof Consultant.

(b) This Agreement may be assigned by the Owner but is personal to Consultantand no rights, duties, and obligations of Consultant hereunder may be assigned by Consultant.

(c) This Agreement supersedes, replaces and merges any and all prior andcontemporaneous understandings, representations, agreements and discussions relating to the sameor similar subject mafier as that of this Agreement between Consultant and the Owner and constitutesthe sole and entire agreement between Consultant and the Owner with respect to the subject matterof this Agreement.

(d) This Agreement shall be govemed by and construed in accordance with thelaws of the State of Texas, without regard to the conflict of law principles thereof.

(e) All notices and other communications required or permitted hereunder ornecessary or convenient in connection herewith shall be in writing and shall be deemed to have beengiven four days after being mailed by international courier, if accurately addressed, as follows:

If to the Owner, to:

Fiduciaria Ganadera S.A.Carrera 7allo. 7l-52 Torre A Piso l0Santafe De Bolota D.C., Colombia

\,IEHOLJO5:2t696.1

with a copy to:

&lward T. StockbridgeVinson & Elkins L.L.P.l00l Fannin, Suite 3300Houston, Texas 77002

If to Consultant, to:

or to such other addresses as either party may designate by notice to the other party hereto in themanner specified in this section.

(0 This Agreement may not be changed or terminated orally, and no change,termination or waiver of this Agreement or of any ofthe provisions herein contained shall be bindingunless made in writing and signed by both parties.

(g) Consultant agrees that, because damages at law for any breach ornonperformance ofthis Agreement by Consultan! while recoverable, are and will be inadequate, thisAgreement may be enforced in equity by specific performance, injunction or otherwise.

(h) Nothing hereunder is intended to create, nor shall create, a relationship ofemployer and employee, or a relationship of principal and agent, or a joint venture or partnershipbenreen the Owner and Consultant. Consultant shall not have the authority to bind or obligate thiOwner in any manner, without the prior express written authorization by the Owner.

IN WITNESS WHEREOF, Consultrnt has executed this Agreement as of the Effective Datefor the benefit of the Owner and Energia Andina Ltd.

\rEHOU0t:2t596.1

Iunta Directiva Proyecto Gas

SENIOR OPERATORflob Description)

The Senior operator will report to the Lead Operator and the Project Superintendent and will generally be responsible forthe operation of the facility as directed'by the Lead Operator and Project Superintendent.

ESSENTIAL zuNCTIONS

Specific duties will include but not necessarily be limited to the following:

Be thoroughly familiar with the process. Know all gas feed, nitrogen purges, reactants etc., and be familiar with all

Ipossible hazards associated with the process.

Make periodic rounds of the facility and check equipment for normal operating conditions, oiler levels, bearing flushesand temperafure, electric motor temperafures, etc.

Record andf or print out all equipment and process variables as per the Standard Operating Procedures or as deemednecessary every 2 hours.

Enter all essential operational activities in the operations log book. This will be accomplished at each shifl

Make periodic checks on any work being performed in the unit to ensure that all work is being performed safely and inaccordance with Work Permit.

Assist andf or perform minor maintenance such as, changing gaskets, repairing minor leaks, installing blinds, etc.

Monitor cooling tower chemical addition and blowdown.

Houston, Octubre 17 /96

Iunta Directiva Proyecto Gas

Make daily safety shower and fire extinguisher checks.

Make complete and thorough shift turnover, both verbally and in shift log book.

Prepare equipment for any required maintenance work to be done:

o Isolate all energy sourceso Depressure, drain and purge. Lock and tag all valves and equipment. Make sure that all work permits are in order and that required signatures are in place.

II

Houston, Octubre 77/%

]unta Directiva Proyecto Gas

Senior operator

Know process thoroughly - gas feed, nihogen, reactants, and all possible hazards associated with process.

Accompany maintenance and/or contractor personnel to work area and review work to be done and place conhactoy'stags on each isolation point and initial as required. gn

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Houston, Octubre t7 /96