PROJECT DEVELOPMENT AGREEMENT

This Project Development Agreement (including the Exhibits hereto, the "Agreement") is executed as of the ____ day of _____________, 2010, (the "Effective Date") by and between [COMPANY], [Address], [City], [State] [ZIP] ("[COMPANY]"), and [COMPANY], [Address], [City], [State] [ZIP] ("[COMPANY]"). Capitalized terms used and not elsewhere defined in this Agreement have the respective meanings assigned to them in Article I.

RECITALS

1. [COMPANY] is engaged in the dairy business, and owns and operates three (3) dairies, [Facility Name 1] ("RC1") , [Facility Name 2] ("RC2") and [Facility Name 3] ("RC3") (each RC1, RC2 and RC3 a "Dairy" and collectively, the "Dairies"), which in the aggregate consist of approximately [Number] Animal Units, of which approximately [Number] Animal Units are lactating at any given time.

2. The Dairies operate in [County], [State] where each operates under separate Permits issued by the appropriate governing bodies; copies of or list of such Permits are attached hereto collectively as Exhibit A.

3. [COMPANY] has the ability and expertise to develop, and an interest in arranging and providing, services to design, engineer, construct, commission, operate, maintain and finance a stand-alone anaerobic digester and power-producing facility (the "Facility" ) as described in detail on Exhibit B attached hereto.

4. The Facility shall be designed to capture biogases to burn and generate electricity for sale to third parties and to receive any fees, qualifying credits and benefits from the destruction of the gases and generation of electricity (including any carbon credits, renewable energy credits and any other subsidies or benefits), and to recover certain solids for use as, among other things, animal bedding, that may be created from operation of the Facility.

5. [COMPANY] has an interest in receiving the benefits of bedding for its lactating cows at the Facility, annual royalties and rent, and reduction of the level of nutrients in waste water transported to lagoons from the manure provided to the Facility.

6. [COMPANY] owns the land upon which the Facility shall be located (the "Premises") and by way of a Lease Agreement of even date herewith shall provide [COMPANY] the required space upon which to operate the Facility as required hereunder, along with the necessary easements for appropriate ingress and egress for construction and operation of the Facility and for siting of all the necessary utility lines.

7. [COMPANY] provide [COMPANY] continuous convenient access and the exclusive right to extract the benefits from the manure in the Facility prior to returning it to [COMPANY] for [COMPANY]’s use, treatment and disposal.