March ____, [YEAR]

[COMPANY]

c/o [INDIVIDUAL]

[ADDRESS]

[ADDRESS]

RE: Letter of Intent regarding Anaerobic Bio-Digester

Dear [INDIVIDUAL]:

This letter of intent and the attached exhibits (collectively, the “Letter of Intent”) sets forth certain non-binding understandings and certain binding agreements between [COMPANY], a California limited liability company (“[COMPANY]”), and [COMPANY], a California general partnership (“[COMPANY]”), with respect to [COMPANY]development, financing and operation of an anaerobic bio-digester, power generation and/or biogas production system (the “Facility”) on a portion of the [COMPANY] property located in [COUNTY], [STATE] (the “Project”), as more identified in Exhibit A attached hereto (the “Project Site”). Any one or more transactions encompassing the foregoing Project development are collectively referred to herein as the “Proposed Transaction.” [COMPANY] and [COMPANY] are sometimes referred to herein collectively as the “Parties.”

Except with respect to, and as specifically set forth in Article 2 (the “Binding Provisions”) of this Letter of Intent, the Parties agree as follows:

The matters set forth in this Letter of Intent and particularly those set forth below in Article 1 (the “Non-Binding Provisions”) and the attached exhibits, which are incorporated by reference, are preliminary in nature and do not contain all of the terms and conditions necessary for the consummation of the Proposed Transaction; and

Neither Party shall be bound to consummate the Proposed Transaction except pursuant to one or more definitive agreements which the Parties anticipate may include, but not be limited to, (i) a Lease, Feedstock and Supply Agreement for the lease by [COMPANY] from [COMPANY] of a certain portion of the [COMPANY] and [COMPANY] shall supply manure to the Facility to use as feedstock for the generation of biogas (the “LFSA”); (ii) an Access Easement allowing [COMPANY] access over the Project Site, which may also include certain utilities and pipelines (the “Access Easement”); and (iii) a Collection Pipeline Easement necessary to collect the biogas and deliver it to the upgrading facility (“Collection Pipeline Easement”) (each, a “Definitive Agreement” and collectively, the “Definitive Agreements”), as executed and delivered by the Parties, and then subject only to the conditions set forth therein.

NON-BINDING PROVISIONS AND TERMS

Sample of LFSA with Non-Binding Terms. To facilitate further negotiations and evaluation of the Project, this Letter of Intent sets forth the mutual understandings and intentions relating to the Proposed Transaction based upon certain non-binding, indicative terms as set forth in the attached Exhibits A and B, which are incorporated into, made a part of and subject to this Letter of Intent (collectively, Exhibits A and B are referred to herein as the “Sample LFSA”). The contents of the Sample LFSA are not intended to represent the entirety of the terms and conditions of the Definitive Agreements that are necessary to appropriately document the Proposed Transaction but are set forth herein merely as indicative terms of certain Definitive Agreements reasonably anticipated to consummate the Proposed Transaction.