PRECONSTRUCTION SERVICES AGREEMENT

This Preconstruction Services Agreement (the “Agreement”) is made, entered into and effective as of January ___, 2012, (the “Effective Date”) by and between [COMPANY] (“[COMPANY]”) and ___________________________________, Florida Contractor License/Registration No. _______________ (“Contractor”) for certain preconstruction services relating to [COMPANY]’s development of a wet fermentation/nutrient recovery, fertilizer production and electric generation facility to be located adjacent to [COUNTERPARTY]’s (“[COUNTERPARTY]”) wastewater treatment plant located in [ADDRESS] (the “Project”). [COMPANY] and [COUNTERPARTY] may be referred to herein individually each as a “Party” and collectively as the “Parties.”

DESCRIPTION AND STANDARD OF SERVICES

Contractor shall perform, to [COMPANY]’s satisfaction, those services described in Exhibit A pursuant to and in compliance with Exhibit B and the requirements of this Agreement (the “Services”), including,

the preliminary design basis and documentation necessary for [COMPANY] to submit the Project’s environmental permits as set forth in Exhibit C, and

based on the preliminary design, a proposal for firm pricing for a Lump-Sum Turnkey Engineer, Procure, Construct Agreement (the “LSTK EPC Agreement”).

The LSTK EPC Agreement shall include, among other standard provisions generally found in a financeable EPC agreement of the type contemplated for a development such as the Facility:

a fixed, lump-sum contract price for the complete engineering, procurement and construction of the Facility in accordance with the Owner’s requirements, including the performance guarantees and performance liquidated damages as set forth in Exhibit B and the project site agreements, and

delay liquidated damages based on a guaranteed substantial completion date consistent with the Preliminary Project Schedule set forth in Exhibit G.

The Parties shall negotiate in good faith the balance of the terms and conditions of the LSTK EPC Agreement, but shall be under no obligation to enter into such an agreement.

With [COMPANY]’s prior written approval, Contractor may appoint and manage qualified individuals (including, without limitation, its employees, contractors, subcontractors (and its employees, agents and staff) and agents (collectively, the “Subcontractors”) with the training, experience and ability, as well as the adequate supervision, required to perform the Services in accordance with the standards set forth in this Agreement. Contractor shall be responsible for all acts and omissions of Subcontractors.

Contractor warrants that it and all Subcontractors are fully licensed, registered or otherwise authorized to perform the Services in the State of Florida to the extent applicable law requires such licensure, registration or authorization.