Convert wasted energy into profits No Investment

ThroughEnergy Savings Performance Contract

(“ESPC”)

Under an Energy Savings Performance Contract (ESPC)

What is an ESPC?

3

A performance-based agreement between an Energy Services Company (ESCO) and the owner of an end-use energy consuming facility (Host) in which the ESCO:• Develops, finances and implements an energy

efficiency project (EEP) at Host’s facilities on a ‘Turnkey’ basis;

• Receives performance-based, long-term payments from Host based on ‘Measured & Verified’ savings generated by the EEPs.

ESPC Illustration

Energy+ O&MCost

HOST Profit

ESCO Fees

InvestmentRepayment

HOSTProfit

Energy+ O&M

Savings

E P

roje

ct C

ash

flo

w

Before5 Year ESPC After

Energy+ O&MCost

Energy+ O&MCost

ESCO “Turnkey” Services

• Investment Grade Energy Audit (IGA)

• Comprehensive Engineering Design

• Project Financing

• Complete Installation and Commissioning

• Long-term Performance Guarantees

• Savings Measurement &Verification

• Ongoing Equipment Maintenance

5

Host Benefits from ESPC

• No upfront capital to develop or implement EEP• Cash profits realized from savings during ESPC

term• At end of ESPC term:

1) Ownership of EEP assets transferred to Host at no cost2) 100% of savings received over remaining useful life of

assets (15-year useful life for High Grade equipment)

• No development or implementation risk• Measured reductions in operating costs and GHG

emissions (including CO2) from ESPs• Improved competitiveness and “green” footprint 6

Proposed HEM System Upgrade

• Total connected load: 2487 kW• Total number of motors to be upgraded: 20• Total number. of VSDs needed to replace

existing controllers: 20• Refurbish HEM drive systems

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MHC ESPC Concept Proposal• MHC will:

1) engineer, procure, install and commission proven, High-Grade EE equipment on a turnkey basis

2) Have 100% of the EEP’s capital cost funded3) Monitor the EEP performance and M&V the savings

with transparent International Performance Measurement & Verification Protocol (IPMVP)

• SMYAC will pay 60% of Savings for 5 years • At end of 5-year ESPC Term:

‒ EEP assets transferred to SMYAC at no cost‒ SMYAC receives 100% of savings for ~10

remaining years of EE equipment useful life 8

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Estimated ESPC Cash Flow

Project Investment:

EEP Capital Cost 32,723 ESPC Term - Years 5VAT 10% 3,272 Electric Cost Inflation per Year 5%TOTAL PROJECT INVESTMENT 35,996 ESCO Share of Savings 60%

Year > 1 2 3 4 5 6 7 TotalSAVINGS Estmitated at 27,097 28,452 29,875 31,368 32,937 34,584 36,313 584,718 ESCO Share of Savings @ 60% (16,258) (16,258) (16,258) (16,258) (16,258) - - (81,292)

Cash Flow to Host at 8% NPV 246,373 10,839 12,194 13,616 15,110 16,678 34,584 36,313 503,427

Philippine Peso (000)SAN MIGUEL YAMAMURA ASIA CORP

MAJOR ASSUMPTIONS:

Host approves Project Concept

Host approves Project Concept

MHC Develops initial“Project Concept” Proposal after Walk-Thru Audit

MHC Develops initial“Project Concept” Proposal after Walk-Thru Audit

No HostPayment

Host signs LOU for MHC to conduct IGA with agreed “Minimum Criteria” as basis for “IGA Fee”

Host signs LOU for MHC to conduct IGA with agreed “Minimum Criteria” as basis for “IGA Fee”

IGA completed that meets“Minimum Criteria”

IGA completed that meets“Minimum Criteria”

MHC Begins Project InstallationMHC Begins Project Installation

NO

YES

Host signs ESA with MHCto implement Project per IGA

Host signs ESA with MHCto implement Project per IGA

YES

NO

Host PaysIGA Fee

No HostPayment

NO

YES

MHC Project Development Process

YES

Walk-Thru Audit is Free of Charge

MHC Core Strengths

•Management Team with deep experience in local motor implementation combined with international ESCO, project finance and industrial EEP expertise•Unique financial and industrial technical know-how;•Access to best-in-class international and domestic

technologies that deliver most cost-effective energy efficiency solutions;•Access to cost effective capital for funding EEPs on

a Shared Savings basis.

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MHC MANAGEMENT TEAM

LEONARDO A. DAYON• President, Machine HealthCare Corp.• Founder, ALPS Maintaineering Services, Inc.• Professional Electrical Engineer

12

BRUCE K. COLBURN

• Chief Technology Officer, Machine HealthCare Corporation

• COO, EPS Capital Corp

THOMAS K. DREESSEN

• CEO, Machine HealthCare Corporation

• President & CEO, EPS Capital Corp.

MHC Principals

Thomas K. Dreessen • Formed ESCOs in 10 Countries & developed EEPs in 24 Countries • Financed over $200 million of “savings-based” EEPs including the

first ones in eastern Europe in 1995• Created SPC “paid-from-savings” structure and debt guarantee

mechanisms for EE financings in Mexico• Created/conducted EE loan training program Mexican banks• Past President of US National Association of ESCO• Past Board Member & Chairman of International Committee for the

Alliance to Save Energy• Chairman of Evaluation Efficiency Organization (“EVO”)• BBA - Accounting; MBA and a Certified Public Accountant

Leonardo A. Dayon• 37+ years of experience in electrical engineering with focus on repair

and maintenance of inductions motors• Professional Electrical Engineer 2030• CAT 2 Vibration Analyst, Vibe Institute• CAT 3 Certification Vibration Analyst, Vibe Institute• Level 2 Condition Monitoring Engineer, FIS Services• Laser Alignment Specialist, Fixturlaser• EPRI Motor/Generator Rewind, TECO-WH• Understanding Power Quality Problems & Solutions, APQ

Philippines

MHC Principals

Bruce K. Colburn, Ph.D., P.E.• 30+ years of experience in energy engineering and development

of EEPs for ESCOs• Involved in developing over $300 million of EEPs including:

- $ 10 Million project Brazil Aluminum plant

- Design of $12 million ESCO project at Russian Steel Mill

- Implementing a $4 Million ESCO project @ GE Aircraft.• Former principal for 13 years of Texas Energy Engineers• Member of U. S. Association of Energy Engineers• Ph.D. - Electrical Engineering

MHC Principals