AS Tuulepargid
and
SeeBA Energiesysteme GmbH
and
Ostwind Verwaltungsgesellschaft mbH and
Tuuleenergia OÜ
(as the “Parties”)

WHEREAS, the Parties aim to establish a non-profit association the Estonian Wind Power Association (EWPA) (in Estonian “Eesti Tuuleenergia Assotsiatsioon”)
WHEREAS, until the EWPA is legally established, it shall initially operate according the legislative act Non-profit Associations Act passed 6 June 1996 by default and by signed document Draft Programme For 2001-2002 (annex 1), Annual budget estimate (annex 2) and Organisational chart (annex 3).
WHEREAS, the Parties aim to negotiate in good faith the terms and conditions of the co-operation.
NOW, THEREFORE, the Parties have signed this Co-operation Agreement as follows:

1. OBJECT OF THE COOPERATION AGREEMENT1. 1. Mission Statement. The Parties’ aim is through extensive co-operation to:
   (a) provide a common voice for the wind power developers and related organisations Estonia and to provide a platform for joint activities;
   (b) advance the wind energy application in Estonia and thereby contribute to the main objectives of energy policy in Estonia and Europe – energy market liberalization, decentralization and security of energy supply through wider use of renewable energy;
   (c) to rise the worldwide competitiveness of wind energy;
   (d) improve legislation, governmental policies and business environment for wind power development in Estonia;
   (e) represent its members in the relations with legislative and executive authorities, to stand for the rights of its members, and to represent the member organisations both in Estonia and abroad;
   (f) ensure public understanding of the benefits of wind power application.

   1.2. Objectives of the EWPA shall derive from and are supportive to the above Mission Statement and shall among others include (Objectives) :
   (a) developing the wind energy sector together with local and international members and other partner organisations;
   (b) inviting all relevant companies and organisations to become members of the EWPA;
   (c) encouraging financial institutions to cooperate with EWPA for easier launch of new projects;
   (d) establishing a good relationship with the media and attracting media attention at least 4 times a year;
   (e) introducing new wind energy technology in Estonia and through that to rise the competitive ability of the wind power world-wide;
   (f) establishing a reliable organisation with strong administrative capacity, with good international and internal contacts network and to sign a co-operation memorandum with the Estonian Government, Eesti Energia AS and other relevant organisations;
   (g) working closely with European Wind Energy Association as well as with World Wind Energy Association and will apply for their membership;
   (h) holding regular meetings with high-level authorities and influencing important policy documents and legislation in the interest of the sphere of wind energy (e.g drafting of the new Elektrituruseadus (Electricity Market Law);
   (i) giving reports (short statements of main principles and objectives) on specific issues to the authorities;
   (j) aiming to obtain at least one permanent place in the the Committee of Renewables of the Estonian Ministry of Economy;
   (k) providing interested parties (new entrants, NGOs, students, etc.) with available information and advice on wind power sector in Estonia;
   (l) introducing relevant EU legislation and harmonising its implementation to the Estonian legislative body;
   (m) acting as an introductory body of market regulations related to wind energy sector;
   (n) removing non-technical barriers for wind power application;
   (o) learning from similar associations in other countries, co-operating with them and sharing experiences;
   (p) introducing the EU legislation of renewables and helping to harmonise its implementation to Estonian legislative body;
   (q) monitoring the process of legislation and to arrange more effective exchange of this information between the members;
   (r) evaluating the performance of the Association on a frequent basis;
   (s) exchanging regular information between member organisations;
   (t) organising seminars and other events (incl. social events) to achieve its main objectives;
   (u) supporting education and R&D related to the wind power sector in Estonia;
   (v) promote the co-operation with partners from universities, international wind energy associations for introducing a new technology of renewables which is used world wide and through that is helping to rise the competitive ability of the wind energy in the local energy sector;
   (w) maintaining and extending broad public acceptance for wind energy through publicity and other PR, co-operation with scientific institutes, with environmental and nature protection organisations and providing general information about the benefits of wind power;
   (x) carrying outmarket analysis and other research about the wind energy sector in Estonia;
   (y) establishing an EWPA’s official web-site and newsletter.1.3. The Parties’ aim is to found a non-profit association by the decision of the majority of the Parties. The Parties voting in favour of the decision of establishment will automatically be considered as official founding members of the EWPA (the Members).

   1.4. The process of official registration will start immediately after the signing of the co-operation agreement.

2. FINANCING OF THE ACTIVITIES2.1. The activities of EWPA will be financed through membership fees on equal basis. After registration, EWPA will apply for additional EU finances through ALTENER programme and other multilateral and bilateral donors. Additional financing shall be generated by other sponsorship and raising income from seminars and other events organised by the EWPA. If the membership fees do not suffice and any additional income is required, it shall be in the form of one-off payments to be agreed by the Members.
3. GENERAL MEETING OF THE MEMBERS3.1. The supreme body of the EWPA shall be the General Meeting of the Members (General Meeting)

   3.2. The General Meeting of the Members shall be convened approximately once every second month on a date and at a location agreed by the previous General Meeting of the Members.

   3.3. Only official representatives of EWPA Members may participate in the General Meeting of the Members.

   3.4. The General Meeting of the Members is competent to adopt decisions when more than half of the Members are present at the meeting or participate through teleconferencing.

   3.5. Where the General Meeting of the Members is not attended by the required number of Members, the General Meeting of the Members shall re-convene the meeting with the same agenda. The re-convened General Meeting of the Members shall be competent to adopt decisions regardless of the number of Members present or represented in the General Meeting of the Members.

   3.6. The General Meeting of the Members may adopt decisions when single majority of the Members present is voting in favour of such decision. Decisions regarding amendments to this Co-operation Agreement or liquidation of the EWPA and financing of EWPA activities shall only be adopted when at least 2/3 of Members are present at the meeting and when at least 2/3 majority of votes present are in favour of the decision.

4. CHAIRMAN & SECRETARIAT4.1. EWPA will elect a Chairman for a period of one year.

   4.2. The main responsibilities of the Chairman will include:
   (a) to act as an official representative of EWPA before the Estonian Government, partner organisations and the general public;
   (b) coordination of the work of EWPA towards achievement of EWPA Mission Statement and Objectives;
   (c) maintenance of EWPA Secretariat, web-site and newsletter;
   (d) organization of the work of the General Meeting of the Members and dispatch the meeting notices at least fourteen (14) days before the next meeting. The notices must indicate the date, place, and agenda of the assembly of the General Meeting of the Members;
   (e) maintenance and up-dating of EWPA membership list;
   (f) execution of other tasks decided by by the Genral Meeting;
   (g) budget implementation and fundraising;
   (h) Media monitoring.

   4.3. The Chairman of EWPA is authorized to sign documents which involve taking commitments to EWPA only when so decided by the General Meeting of the Members.

   4.4. When considered necessary and approved by General Meeting, an assistant will be hired to assist Chairman in fulfilment of his/her responsibilities.

5. WORKING GROUPS
   
   5.1. The General Meeting of Members may decide to establish temporary working groups to address problematic issues and carry out work related to the Mission Statement and Objectives.5.2. Working groups will work closely with the Chairman of EWPA.

   5.3. When considered necessary, outside experts will be invited as members of working groups.

6. MEMBERS & CO-OPERATION PARTNERS, CONDITIONS AND PROCEDURE FOR JOINING, WITHDRAWAL FROM AND DISMISSAL FROM THE ASSOCIATION6.1. Members of EWPA (Members) may be domestic or foreign companies and organisations acting within or interested in wind energy development in Estonia. New Members will be accepted only when they agree with the Objectives, the Mission Statement and the Programme of the EWPA.

   6.2. In order to become a Member of the EWPA, an appropriate application shall be submitted to the General Meeting of the Members.

   6.3. An applicant is considered a Member by the decision of the General Meeting of the Members.

   6.4. A Member may withdraw from the EWPA. A withdrawal application shall be submitted in writing to the General Meeting of the Members.

   6.5. A Member may be dismissed from the EWPA when it does not pay the membership fee within due time or if it acts against the Objectives or otherwise damages EWPA’s reputation.

   6.6. A Member is considered dismissed by the decision of the General Meeting of the Members.

   6.7. The EWPA shall not be responsible for any illegal acts by Members or acts not in compliance with this Co-operation Agreement.

   6.8. In addition to Members, EWPA shall have Co-operation Partners, with whom a respective co-operation agreement will be concluded. Co-operation partners would include companies and other organisations which do not either qualify for membership of EWPA or which are not interested in full membership of EWPA.

   6.9. Significant sponsors of EWPA will be separately mentioned in relevant official EWPA documents and media.

7. RIGHTS AND OBLIGATIONS OF MEMBERS7.1. The Members must adhere to the principles and methods of the EWPA and work for the sake of achieving the objectives of the EWPA, which are decided within this document, activity plans and in the Minutes of General Meetings.

   7.2. The Members shall be obliged to participate, to the extent possible, in the activities of the EWPA, and entitled to provide voluntary material assistance to its work.

   7.3. The Members shall be entitled to participate in the events and meetings organised by the EWPA and submit proposals to the General Meeting of the Members and other bodies of the EWPA.

   7.4. The Members are considered to approve and fully support all public statements and actions carried out by EWPA, unless the Members have in writing otherwise indicated in advance to the EWPA.

   7.5. The Members have the right to be informed in advance about all planned public statements and actions intended to be carried out by the bodies of the EWPA. The bodies of the EWPA are responsible to answer to all inquiries made by the Members. Whenever possible and feasible, the EWPA should in advance inform the Members about such public statements and actions.

8. LIABILITIES OF THE PARTIES AND DISPUTES ARISING FROM AGREEMENT8.1. Any disputes arising from this Agreement shall be governed and construed in accordance with the legislation of the Republic of Estonia.

   8.2. Any disputes and disagreements between the Parties arising from performance of this Agreement shall be resolved by negotiations.

9. LANGUAGE9.1. The official working language of the EWPA shall be English.

   9.2. General Meetings may also be held in any other language when accepted by all Members present at the meeting. Despite of this, the minutes of the General Meeting as well as any other written correspondence involving all Members must be done in English.

10. FINAL PROVISIONS10.1. This Agreement shall enter into force upon signature by the Parties.

    10.2. This Agreement has been made and signed in four identical copies in the English language.

11. SIGNED BY: Mr. Hannu Lamp
    duly authorised for and on behalf of AS Tuulepargid
    SIGNED BY: Sönke Paulsen
    duly authorised for and on behalf of SeeBA Energiesysteme GmbH
    SIGNED BY: Ulrich Lenz
    duly authorised for and on behalf of Ostwind Verwaltungsgesellschaft mbH
    SIGNED BY: Vello Selg and Peter Jepsen
    duly authorised for and on behalf of Tuuleenergia OÜ

In Husum, 21. 09. 2001.