May __, 2009

[INDIVIDUAL]

[COMPANY]

[ADDRESS]

[ADDRESS]

Dear [INDIVIDUAL]:

I am pleased to provide this letter to you setting forth the terms of this project development agreement (“Agreement”) between [COMPANY](“Company”) and [COMPANY] (“[COMPANY]”) with respect to research relating to the construction and operation of a biogas plant in the [TERRITORY] area (“Territory”). [COMPANY] has rights to certain technologies with respect to the construction and operation of biogas plants using proprietary dry fermentation, composting and drying technology (the “Technology”). [COMPANY] and Company intend to work together to validate and finalize the plans for building and operating one or more biogas plants in the Territory (the “Plant”) that will use the Technology to process approximately fifty thousand (50,000) tons of waste per year (collectively, the “Project”).

The parties will cooperate during the term of this Agreement to conduct final validation studies (“Validation Studies”) with respect to the Project. Such Validation Studies will include, as further described in Appendix A, site selection and analysis for potential Plants, confirmation of the economic viability of the Project in the Territory, including energy off-take, submission of a request to and the receipt of a bid for construction of the Plant from [COUNTERPARTY], and confirmation of the quantity and quality of the waste supply in the Territory. The relative responsibility of each party with respect to the Validation Studies is set forth in Appendix A. Each party shall bear its own costs and expenses in conducting Validation Studies. Company agrees that during the term of this Agreement Company will not (in any capacity) work on, operate, participate in or develop any project, company or service offering related to or based on the Technology or otherwise related to dry fermentation or wood gasification in the Territory, or assist any other person or organization in connection with any of the foregoing activities.

Each party shall promptly provide to the other party all data, results, reports and information (including analyses thereof) with respect to the Validation Studies (“Results”) conducted by such party. Each party shall own all right, title and interest (including all intellectual property rights) in and to the Results of the Validation Studies it conducts and such Results shall be treated as that party’s Information (as defined below).

In connection with this Agreement, the parties may have already shared and may in the future share certain confidential or proprietary financial, business, legal, operations and technical information (“Information”) with each other. During the term of this Agreement and for five (5) years thereafter, each party (“Recipient”) shall keep the other party’s (“Discloser”) Information confidential and shall not use any such Information, or disclose same to anyone other than its independent contractors, employees and agents who have a need to know and who are bound by similar obligations of confidentiality, for any purpose other than performing their respective obligations under this Agreement. Recipient shall use reasonable methods to protect against any unauthorized disclosure of Discloser’s Information. Each party shall bear the responsibility for any breach of the foregoing obligations by its employees, independent contractors, and agents. Promptly after any expiration or termination of this Agreement (or at Discloser’s request at any time), Recipient shall return or destroy (at Discloser’s option) all originals and copies of any Information and all information, records and materials developed therefrom. Neither party may disclose the existence or terms of this Agreement or the fact that the parties are considering the Project without the prior consent of the other party; provided, however, that either party may provide a copy of this Agreement or otherwise disclose its terms to third parties in connection with any financing transaction or due diligence inquiry; provided, further, that such third parties are bound by similar obligations of confidentiality as those contained in this Agreement with respect to their receipt of that information.