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EXHIBIT 6
Material Contracts
6a. Letter of Intent
6b. Letter of Agreement
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EXHIBIT 6a
[INTERNATIONAL ENERGY CONSULTANTS, INC. LETTERHEAD]
LETTER OF INTENT
This document is assigned as a legal Letter of Intent entered into
between International Energy Consultants, a Nevada corporation and Gaius Kazen,
an individual, specific to joint ownership to market, mfg, install and support
the state-of-the-art technology product line known as, The Eddy Draft Regulator.
Upon execution of this letter, the following represent the understanding between
the parties:
1. IEC TEST PERIOD - 90 DAY TERM
a. 5 Test Installations specific to vertical markets.
b. IEC to cover approved out-of-pocket expenses for Gaius Kazen
during test period.
c. IEC to cover mfg costs of Eddy Draft Regulator.
2. IEC FORMS LLC CORPORATION
a. Company formed in Nevada.
b. Secure name for LLC.
c. IEC retains 85% / Gaius Kazen retains 15% equity.
d. Gaius Kazen assigns the US and Int'l Patents to LLC.
e. US Patent # 5,411,013 - May 2, 1995
f. International Patent # 5,666,942 - Sept. 16, 1997
g. Gaius Kazen resides as member on Board of Directors.
3. PRODUCT ROLL-OUT
a. Upon completion of the Test Period, IEC compensates Gaius Kazen of
$50,000 through the year 2000.
b. IEC covers Gaius Kazen on an hourly rate for Pre-Install, On-Site
Installation, and associated Training.
c. IEC commits all marketing literature, sales, and mfg costs in
support of the national roll-out strategy.
d. IEC compensates Gaius Kazen at a rate of $4 per inch up to 100,000
units, and $2 per inch thereafter.
The objective of the LLC is to provide marketing visibility for a
leading-edge energy conservation technology to achieve customer savings through
the implementation of the Eddy Draft Regulator. This Letter of Intent will be
replaced by a formal agreement at the conclusion of the 90 Day Test Period. This
Letter will serve as the binding contract between the parties and fully
enforceable under the laws of Nevada, County of Clark.
/s/ GAIUS KAZEN Date: 5-3-2000 /s/ [ILLEGIBLE] Date: 5-3-2000
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Mr. Gaius Kazen IEC, Vice President
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EXHIBIT 6b
LETTER AGREEMENT
To Whom It May Concern:
The intent of this letter is to express the mutual desire of PPC-US, LLC. a
California limited liability company ("PPC"), and International Energy
Consultants, Inc. a Nevada corporation ("IEC") to enter into a Joint Venture
Agreement to complete development, own and operate the Pacific Power Acajutla
project to be located in the Port of Acajutla, El Salvador (the "Project").
IEC will provide the following:
o Short Term Funding as per Pacific Power Budget Requirements (relating
to the Project) up to the sum of $250,000.00;
o Facilitate and obtain on behalf of the Project from the Williams
Company, Inc. an all in turnkey lease program for the Project;
o Additional funding as mutually agreed.
In return for providing the above, IEC will receive a one-third (1/3) equity
interest in the Project Joint Venture subject to adjustment of all the parties
based upon the final equity position to be held by Williams, and other
financial interest.
Once the parties have met with the Williams and determined their interest in
the project and that they are willing to go forward with terms acceptable to
PPC, a Joint Venture Agreement will be drafted and executed between PPC and IEC.
It is further understood and agreed that PPC and its respective members,
directors and officers will not attempt in any way to circumvent IEC and it's
relationship with Williams by directly contacting Williams or any of it's
subsidiaries and attempt to do any business with any of them without IEC being
involved in the transaction.
PPC-US, LLC International Energy Consultants, Inc.
By: /s/ [ILLEGIBLE] By: /s/ [ILLEGIBLE]
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CEO CEO
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