MASTER AGENT AGREEMENT





         This Agent Agreement (the "Agreement") is effective immediately when

signed by authorized principals of both PowerSource Corporation, ("Company") and

Energy Wize ("Agency"). This agreement is executed and effective for one year

from the date signed.



         WHEREAS, the Company provides the resale of Electricity ("Services");

and



         WHEREAS, the Agency is engaged in the business of providing customer

procurement services; and



         WHEREAS, the Company desires the services of Agency as an independent

contractor in marketing such services to its customers on the behalf of the

Company.



         NOW, THEREFORE, in consideration of the foregoing and for other good

and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto agree as follows:



                                   AGREEMENT:



1.       RIGHT TO SELL ELECTRICITY RESALE SERVICES.



         (a) The Company hereby grants Agency the right to sell the Company's

         Electricity Resale Services, and Agency hereby agrees to solicit

         customers for the benefit of the Company, all pursuant to the terms and

         conditions of this Agreement.



         (b) Agency shall sell Electricity Resale Services at the rates and on

         the other terms and conditions prescribed by the Company from time to

         time.



         (c) All customers and customer orders submitted to the Company by

         Agency (including those submitted by Agency through Agency's employees

         or representatives) shall be submitted in accordance with Company

         policies and procedures as communicated to Agency from time to time,

         and shall be subject to acceptance by the Company and, if accepted,

         such customers shall become customers of the Company and not of any

         other party, including Agency (herein referred to as the "Solicited

         Customers" and individually as a "Solicited Customer").





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2. INDEPENDENT CONTRACTOR. In fulfilling its obligations to the Company, under

this Agreement, Agency is acting as an independent contractor of the Company,

and not as a partner, co-venturer, employee, franchisee or representative of the

Company. Agency shall have no right, power or authority to make any

representations or enter into any agreement for, or on behalf of, or incur any

obligation or liability, of, or to otherwise bind the Company. Except as

specifically agreed to by the Company in writing, the Company shall not

reimburse Agency for any expenses incurred by Agency or any fringe benefits in

connection with this Agreement. Agency shall have full responsibility for

withholding taxes, social security withholding, workers' compensation,

withholding, unemployment withholding or any similar taxes or charges

attributable to Agency or Agency's employees or representatives.





3. COMPENSATION



         (a) Company shall pay Agency a bonus and commission for each customer

         obtained by Agency pursuant to Exhibits "A" and "B". Agency's

         compensation shall be computed as set forth on Exhibits "A" and "B"

         attached hereto. Company shall pay commissions and bonus based upon

         services provided to the customer with the dates and compensation

         structures set forth in Exhibits "A", and "B".



         (b) Notwithstanding anything herein to the contrary, no commission

         shall be due Agency for any customer that is an existing customer of

         Company at the time Service is ordered.





4. TERM. The initial term of this Agreement shall commence on the date hereof

and shall continue for one (1) year thereafter unless earlier terminated

pursuant to Section 5 (the "Initial Term"). Thereafter, this Agreement shall be

renewed automatically for successive one-year terms (each a "Renewal Term"),

unless earlier terminated pursuant to Section 5.





5. TERMINATION



         (a) Agency may terminate this Agreement by giving the Company at least

         sixty (60) days prior written notice and the Company may terminate this

         Agreement by giving Agency at least thirty (30) days prior written

         notice.

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