ENGINEERING, PROCUREMENT & CONSTRUCTION AGREEMENT

This Engineering, Procurement & Construction Agreement (this

“Agreement”) is made and entered into as of the ______ day of _____________ [YEAR] (the “Effective Date”) between , [COMPANY], a [STATE] limited liability company located at [ADDRESS] (“Owner”) and [COMPANY], a [STATE] corporation located at [ADDRESS] (“Contractor”).Owner and Contractor are collectively referred to as the “Parties” and individually as a “Party.”

RECITALS

WHEREAS, the Owner desires to build a __________________ in the _______________________________(the “Project”);

WHEREAS, the Contractor is duly organized in accordance with the laws of the State of California and is a registed Contractor thereunder with registration number of [NUMBER] that expires on the ______ day of _____________ [YEAR]; and

WHEREAS, the Contractor, as the project manager, itself or through contractors and subcontractors, desires to provide engineering, procurement and construction services of the Project for the Plant.

NOW, THEREFORE, for and in consideration of the covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

AGREEMENT

Definitions and Interpretations

Definitions. Capitalized terms used in this Agreement but not defined in this Agreement shall have the meanings ascribed to them as follows:

“Actual Delivery Date” shall mean the dates set forth on Schedule F.

“Business Day” shall mean a day other than a Saturday, Sunday or other day on which commercial banks in [LOCATION] are required or permitted by law to close.

“Change Order” shall mean any alteration in the nature, extent or scope of the Work, method of working or program for the Work which is an amendment, omission or addition, but not merely a closer definition, a minor change in detail or an immaterial alteration in the manner in which the Work is to be performed or a change arising from the Contractor’s failure to comply with this Agreement.