This letter agreement sets forth the agreement and understanding between
Indigenous Global Development Corporation (IGDC), and DMJ Gas Marketing
Consultants, LLC (DMJ), collectively "the parties", for the purpose of
supporting IGDC's natural gas operations pursuant to the following terms and


The primary objective of services provided in this Letter Agreement is to
enhance the profitability of IGDC's natural gas production through efficient
operations and enhanced gas sales opportunities. The secondary objective is to
reduce counterparty credit risk by diversifying from one to several (two to
four) potential buyers for IGDC's gas each month.

DMJ is neither a gas broker nor gas marketer. DMJ is acting exclusively as an
authorized limited agent for IGDC, providing scheduling services, imbalance
services, marketing intelligence, and marketing assistance.


     A. Contract Administration

     (Items 1 and 2 are in the event IGDC has California produced natural gas
     for sale.)

     1.   PG&E California Production Balancing Agreement (CPBA). DMJ shall
          facilitate implementation of a CPBA between PG&E and IGDC. DMJ shall
          further administer the terms and conditions of the CPBA on behalf of
          IGDC during the term hereof.

     2.   PG&E Gas Transmission Service Agreement (GTSA). DMJ shall facilitate
          implementation of GTSA between PG&E and IGDC. DMJ shall further
          administer the terms and conditions of the GTSA during the term
          hereof. IGDC shall either place a deposit with PG&E or demonstrate
          adequate creditworthiness with PG&E to allow use of the GTSA to
          transport IGDC's gas from the CPBA to the PG&E Citygate (Silverado
          transportation). IGDC shall authorize DMJ to nominate gas under the
          terms of the GTSA.

     (Items 3 and 4 pertain to all gas available for sale by IGDC)

     3.   Gas Sales Agreements. DMJ shall facilitate implementation of gas sales
          agreements with at least four buyers, creditworthy to IGDC, to provide
          IGDC multiple opportunities for gas sales. Said agreements shall be by
          and between IGDC and the buyer. DMJ shall in no way take title to or
          independent control of any gas associated with its services to IGDC.
          DMJ shall arrange that all daily, monthly, and longer-term transaction
          agreements are properly in place subject to IGDC granting DMJ limited
          authority to act on IGDC's behalf and that all applicable transaction
          information is available to DMJ.

     4.   Natural Gas Financial-Only Transactions. Upon request, DMJ shall
          assist IGDC to obtain agreements to purchase financial-only,
          fixed-for-index price swaps or other financial gas derivative

     B. Marketing Assistance

     1.   Beyond facilitating implementation of gas sales agreements stated
          above, upon IGDC's request, DMJ shall actively promote gas sales to
          IGDC approved buyers under stated IGDC sales criteria. Said sales
          criteria may be modified by IGDC at any time for future transactions.
          Such criteria may specify various prices and terms such as daily,
          monthly, multi-month, fixed, indexed, and others desirable to IGDC.

     2.   The parties shall use their best efforts to support oral
          communications between each other with written confirmations, either
          by fax or email.

     3.   Upon request by IGDC, DMJ shall provide IGDC with relevant market
          intelligence held by DMJ such as NYMEX data, basis data, gas industry
          publication pricing data, and other information pertaining to
          prospective transaction for IGDC.

     4.   DMJ accepts no liability for the financial outcome of sales
          transactions entered into by IGDC, whether IGDC acted under DMJ's
          guidance or not.

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     C. Management of Production Imbalances

     1.   DMJ shall monitor and record IGDC's natural gas production rates. IGDC
          shall make production data accessible to DMJ at least twice per week.

     2.   DMJ shall monitor and record the ongoing balance between IGDC's actual
          gas production and gas scheduled. DMJ shall notify IGDC at times when
          IGDC's monthly production- to-scheduled imbalance becomes greater than
          ten percent (10%).

     3.   DMJ shall be available to assist IGDC with monthly management of
          month-end imbalances between actual production and gas scheduled into
          the pipeline or otherwise sold at the wellhead master meter. DMJ
          assistance may include, but not be limited to, soliciting trading
          counterparties, administering trades, and preparing necessary
          paperwork for IGDC's approval and execution. Following IGDC's
          guidelines, DMJ shall seek counterparties each month to trade
          imbalances and negotiate prices for the imbalances and conduct the
          trades on IGDC's behalf. Prior to trading each month, DMJ shall inform
          IGDC of current market conditions, expected value for imbalance gas,
          and expected value of carrying imbalances forward versus selling or
          buying. DMJ shall then proceed based on the outcome of the discussions
          with IGDC. All imbalance payments shall be made to and from IGDC.
          Every effort will be made to keep IGDC within the 10% tolerance, but
          in the event IGDC needs to buy imbalance gas, IGDC is aware that
          prepayment may be required from the counterparty.

     4.   DMJ accepts no liability for the financial outcome of imbalance trades
          which it makes on behalf of IGDC. Furthermore, DMJ assumes no
          responsibility for representing the creditworthiness of IGDC or other
          parties, or for lack of payment from purchases of IGDC's imbalances.

     D. Gas Scheduling Services

     1.   DMJ shall initiate and maintain nominations on IGDC's transportation
          contracts. DMJ shall perform gas nomination services in compliance
          with all applicable pipeline standards, which includes DMJ being
          available seven days per week to schedule gas.

     2.   DMJ shall schedule gas in accordance with IGDC's sales agreements, and
          shall maintain accounting of daily deliveries to IGDC's customers.

     3.   DMJ shall coordinate nominations with IGDC counterparties in a timely

     E. Customer Invoices

     1.   At IGDC's request, DMJ shall prepare and deliver gas supply invoices
          to IGDC's customers as specified by the terms of the IGDC sales
          agreements with its customers. DMJ is prepared to meet the following
          a.   Create invoices on IGDC letterhead.
          b.   Issue invoices by the 10th of each month.
          c.   Fax or email, then send original by first class U.S. Mail
          d.   Invoices contain customer name, month of deliveries, quantity
               delivered, billing rates, billing amount, payment instructions,
               and contact name and number at DMJ and/or IGDC to call for
               invoice questions.

     2.   As stated above, DMJ shall respond to invoice inquiries from IGDC


1.   IGDC shall pay DMJ two and a half cents ($.025) per MMBtu for all gas sold
     and scheduled each month. It is expected that a portion of this volume will
     be baseloaded to a market at first of month prices, either indexed or
     fixed. In addition, this $.025 fee will apply to any volumes of gas sold at
     a fixed price for a period of longer than 30 days.

2.   For additional volumes above the baseloaded amount per day, IGDC will pay
     DMJ two and a half cents ($.025) per MMBtu scheduled, and IGDC and DMJ
     shall share in any trading profits per the attached tiered fee schedule
     (attachment A). Trading profits are defined as profits resulting in a trade
     on the daily gas market that receives IGDC a higher value than the first of
     the month baseloaded price. This includes the value of any gas traded in
     the imbalance market.

IGDC and DMJ will engage in frequent, often daily, communication to determine
IGDC's best interests as to optimizing the value of the gas production.

                                      - 2 -



1.   DMJ shall bill IGDC on a monthly basis. Payment is due 10 days after
     receipt of the invoice.

2.   Payment shall be made via check to :

           DMJ Gas Marketing Consultants
           7027 Dublin Blvd., Suite 617
           Dublin, CA 94568


1.   This Letter Agreement shall commence Apr 1, 2005, or upon signing, and
     shall continue for an initial term of six (6) months, ending Sep 30, 2005.

2.   Following the initial 6 month term, if no written termination notice is
     received, this Letter Agreement shall continue month to month thereafter.


1.   Either party may terminate this Letter Agreement at the end of the initial
     term by providing at least 30 days prior written notice to the other party.

2.   If IGDC fails to pay invoices timely, DMJ shall be entitled to terminate
     this Letter Agreement with ten days notice. Such termination shall not
     limit any other remedy available to DMJ.

3.   If DMJ fails to perform the services outline herein, IGDC shall be entitled
     to terminate this Letter Agreement subject to providing written notice of
     DMJ deficiency. DMJ will have 10 days to cure deficiency. If deficiency is
     not cured, then IGDC may terminate this Letter Agreement.


DMJ and IGDC recognize and agree that during the term, both will gain access to
certain information critical to the ongoing business operations of each entity.
This may include, but not be limited to, customers, clients, and supplier
identities, transportation arrangements and terms, and conditions of certain
contractual arrangements relative to the above. Both parties to this Letter
Agreement specifically agree to keep any and all suck information strictly
confidential throughout the term defined hereunder and subsequent to the
termination of this Letter Agreement.


DMJ shall perform all services with due diligence in a good workmanlike manner
under generally accepted industry professional standards and, where applicable,
standards imposed by law for comparable or similar services. All materials
incorporated into services shall be of good quality.


IGDC agrees to indemnify DMJ and hold it harmless from all losses, liabilities,
or claims including attorney's fees and costs of court ("Claims"), from any and
all persons, arising from or out of claims associated with agreements between
IGDC and its customers and/or supplies. DMJ agrees to indemnify and save it
harmless from all Claims, from any and all persons, arising from or out of
claims directly between DMJ, its customers, suppliers, and employees.


During declared force majeure events associated with IGDC gas supply or by IGDC
customers, DMJ shall act in a manner consistent with IGDC supply and delivery
agreement and pipeline delivery standards. The clear objective will be to
minimize operational impacts on IGDC and its customers. DMJ will prepare for
IGDC and immediate assessment of any force majeure impact including volumes of
gas affected, projected duration of the force majeure event to the extent
information is available to DMJ, and operational alternatives.

                                      - 3 -



In performing under this Letter Agreement, DMJ shall act at all times as an
independent contractor. DMJ shall not make any commitment or incur any charge or
expense that is not explicitly authorized by IGDC.

DMJ expressly agrees, acknowledges, and stipulates that neither this Letter
Agreement nor the performance of it obligations or duties hereunder shall ever
result in DMJ, or anyone employed by DMJ, being:

     A.   An employee of IGDC or agent for IGDC (unless otherwise agreed to by
          both parties); or
     B.   Entitled to any benefits from IGDC, including, without limitation,
          pension, profit sharing, accident insurance, or health, medical, life,
          or disability insurance benefits or coverage, to which employees of
          IGDC are entitled.

The sole and only compensation and/or benefit of any nature to which DMJ shall
be entitled are the payments provided for herein. IGDC shall have no direction
or control of DMJ or its employees and agents; however, IGDC may from time to
time inspect work performed by DMJ on IGDC's behalf. The actual performance and
supervision of all services shall be by DMJ, but the services shall meet the
approval of IGDC.


This Letter Agreement and all matters associated with it shall be interpreted
under the laws of the State of California.


Any formal notice, request or demand that either party gives to the other
respecting this Letter Agreement shall be in writing and shall be mailed by
registered or certified mail or delivered in hand to the following address of
the other party:

     Indigenous Global Devl. Corp.     IGDC
                                       100 Bush St., Suite 600
                                       San Francisco, CA 94104
                                       Attn: Karl Gee

     DMJ Gas Marketing Consultants     DMJ Gas Marketing Consultants, LLC
                                       7027 Dublin Blvd., Suite 617
                                       Dublin, CA 94568
                                       Attn: Dave Jones


The parties accept the terms and conditions herein, and are duly authorized to
execute this Letter Agreement for Gas Management Services.

Indigenous Global Development Corporation

By: /s/ Deni Leonard
Name: Deni Leonard
Title: Chairman/CEO

Date: 09/28/04

DMJ Gas Marketing Consultants, LLC

/s/ Dave Jones

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