PROJECT DEVELOPMENT AGREEMENT

This Project Development Agreement, including any attached Schedules and Exhibits (collectively the “Agreement”) is made and entered into as of the ____ day of June, 2010 (the “Effective Date”), by and between [COMPANY] (“[COMPANY]”), a Delaware Corporation, with its principal place of business at [ADDRESS], and [COUNTERPARTY] (“[COUNTERPARTY]”), a Delaware limited liability company with its principal place of business at [ADDRESS].

BACKGROUND

[COUNTERPARTY] has developed know-how and expertise relating to the development, construction and operation of power plants that generate electricity by burning clean woody biomass (“Biomass Power Plants”).

[COMPANY] manufactures machinery that can be used in a variety of forestry applications, including, but not limited to, equipment used to collect and bundle woody biomass forest residue, such as slash, pre-commercial thinnings, and chunks, and other identified woody herbaceous species left over by logging operations, which, together with the by-products of sawmills, such as sawdust, and the products of biomass processing facilities (collectively, along with hogged fuel and chips, “Fuel”), can be burned by Biomass Power Plants. [COMPANY] has also developed know-how and expertise across the biomass value chain, including, but not limited to, expertise relating to the collection, bundling, transporting and curing of Fuel for combustion by Biomass Power Plants.

[COUNTERPARTY] and [COMPANY] wish to work together to assess and develop potential Biomass Power Plants, with each Party’s role relating to its area of expertise. The Parties anticipate that an Affiliate of one or both of the [COUNTERPARTY] Members would own and operate any such Biomass Power Plant (the “[COUNTERPARTY] Plant Owner”), and would contract directly with landowners for the supply of Fuel to such Biomass Power Plant, and that an [COUNTERPARTY] Plant Owner will contract with [COMPANY] to service, or an Affiliate of [COMPANY] to be formed for the purpose of servicing (a “[COMPANY] Servicing Entity”), the collection and transportation of Fuel for each such Biomass Power Plant.

In consideration of the mutual promises and covenants set forth herein, the Parties agree as follows:

DEFINITIONS

(a) The following capitalized terms shall, for the purpose of this Agreement, have the respective meanings set forth below:

“[COUNTERPARTY]” shall have the meaning set forth at the head of this Agreement.

“[COUNTERPARTY] Acceptable T&Cs” shall have the meaning set forth in Section 6.9 of this Agreement.

“[COUNTERPARTY] Candidate Site Viability Notice” shall have the meaning set forth in Section 8 of this Agreement.