WASTE SUPPLY AGREEMENT

This Waste Supply Agreement (the “Agreement”) is made and entered into this ____ day of ____________________, [DATE] (the “Effective Date”), by and between [COMPANY], a Florida limited liability company (“[COMPANY]”) and [COUNTERPARTY], a Florida municipal corporation (“[COUNTERPARTY]”). [COMPANY] and [COUNTERPARTY] may be referred to herein individually each as a “Party” and collectively as the “Parties.”

RECITALS

[COMPANY] desires to develop and construct a wet fermentation/nutrient recovery and fertilizer production facility (the “[COMPANY] Facility”) to be located adjacent to [COUNTERPARTY]’s waste water treatment plant (the “WWTP”) 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 sourced from four (4) organic waste streams consisting of: (1) biosolids consisting of waste activated sludge (WAS) and dewatered cake) from the WWTP (the “Biosolids”); (2) food waste from sit-down restaurants at [COMPANY] resorts and theme parks (the “Food Waste”); (3) fats, oils and grease from grease traps and pumping station wet wells (the “FOG”); and (4) animal manure and bedding material from stables and theme park animal habitats (the “Animal Waste”) ((1) through (5) are separately and collectively referred to herein as “organic waste” and collectively, the WWTP and the sources generating the organic waste are referred to herein as the “Waste Generation Facilities”);

The annual volume of organic waste generated by the Waste Generation Facilities in the course of their respective operations is estimated to be no less than [VOLUME] wet Tons of Biosolids, [VOLUME] Tons of Food Waste as collected, [VOLUME] Tons of FOG, and [VOLUME] Tons of Animal Waste as collected;

[COUNTERPARTY] is required to collect and manage the organic waste in accordance with applicable state and federal environmental regulations and permits;

The [COMPANY] Facility has the ability to generate renewable energy and other high value products, including certain organic soil enhancements and fertilizers from the decomposition and fermentation of, among other organic materials, the organic waste from the Waste Generation Facilities to the extent certain composition specifications are met and [COMPANY] considers the Waste Generation Facilities a viable and continuous source of such organic waste;

[COMPANY] may, as mutually agreed upon in writing by the Parties, deliver back to [COUNTERPARTY] the liquid effluent generated by the [COMPANY] Facility pursuant to a Liquid Effluent Off-take Agreement between the Parties dated the _______ day of ________, 20___ (the “Liquid Effluent Off-take Agreement”);