[DATE]

Not for Execution

For Discussion Purposes Only

EFFLUENT PRE-TREATMENT AGREEMENT

This Effluent Pre-Treatment Agreement (the “Agreement”) is made and entered into this ____ day of _____________, 2011, ( “Effective Date”) by and between [COMPANY], a Florida limited liability company (“[COMPANY]”), and [COUNTERPARTY], a political subdivision of the state of Florida (“[COUNTERPARTY]”). [COMPANY] and [COUNTERPARTY] may be referred to herein individually each as a “Party” and collectively as the “Parties”.

RECITALS

[COMPANY] desires to build and operate a facility to convert organic waste into electrical energy and fertilizer using a wet fermentation process (“[COMPANY] Facility”) to be located adjacent to [COUNTERPARTY]’s wastewater treatment plant (“[FACILITY]”) at or near [ADDRESS];

[COUNTERPARTY] has certain composting facilities that currently process, for treatment and disposal, significant quantities of organic waste, that for purposes of this Agreement are collected from four (4) organic waste streams: (1) thickened waste activated sludge ([ID]) from the [FACILITY] (“Biosolids”); (2) food waste from customer source-separated restaurants (“[COUNTERPARTY] Food Waste”); (3) fats, oils and grease from grease traps and pumping station wet wells (“FOG”); and (4) primate waste and bedding material collected from primate husbandry (“Animal Waste”). One ((1) through four (4) are collectively referred to herein as “[COUNTERPARTY] Organic Waste” and collectively, the [FACILITY] and the sources generating the [COUNTERPARTY] Organic Waste are referred to herein as the “[COUNTERPARTY] Waste Generation Facilities”);

[COUNTERPARTY] shall provide [COMPANY] the Organic Waste from the Waste Generation Facilities for the [COMPANY] Facility pursuant to a Waste Supply Agreement between the Parties dated as of the date hereof (“Waste Supply Agreement”); and

[COUNTERPARTY] wishes to take delivery of the liquid effluent from the [COMPANY] Facility for treatment at the [COUNTERPARTY] [FACILITY] and [COMPANY] wishes to provide [COUNTERPARTY] with such materials pursuant to the terms and conditions of this Agreement.

AGREEMENT

NOW, THEREFORE, for and in consideration of the Recitals, terms, covenants and conditions herein contained, along with other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by each party hereto, the parties agree as follows:

DEFINED TERMS. Any capitalized or abbreviated term not elsewhere defined in this Agreement (including the exhibits attached hereto) shall have the definition set forth in this Section 1.

“Affiliate” means, for a specific person or entity, any person or entity controlled by, controlling or under common control with the person or entity at issue.