LIMITED NOTICE TO PROCEED

(the “Agreement”)

Dated this __ of January, [YEAR]

Between:

[COMPANY] CANADA INC., [COMPANY] DIVISION

(“[COMPANY]”)

and

[COMPANY](“[COMPANY]”)

WHEREAS [COMPANY] and [COMPANY] have entered into negotiations in respect of the design and construction of a mixed organic input biogas facility powering combined heat and power units with a nameplate generation capacity of [SPEC] on property municipally known as [ADDRESS], [LOCATION] [STATE] (the “Project”);

AND WHEREAS prior to the finalization of definitive agreements between [COMPANY] and [COMPANY] (the “Parties”) in respect of the Project it will be necessary, for project scheduling reasons, to proceed with certain design, engineering and procurement tasks (collectively, the “Work”), as more particularly described in Schedule “A” attached hereto;

NOW THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants herein and the sum of One Dollar ($1.00) and other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged by each party from the other), each of [COMPANY] and [COMPANY] agree as follows:

[COMPANY] is authorized to perform the Work, and [COMPANY] may, in its sole discretion, enter into one or more agreements with subcontractors in respect of the performance of the Work, subject to the approval of [COMPANY], not to be unreasonably withheld.

The laws in force in the [STATE] shall govern this Agreement. The parties submit to the jurisdiction of the courts located in [LOCATION] with respect to all claims and proceedings arising out of or related to this Agreement.

[COMPANY] and [COMPANY] agree to make reasonable commercial efforts to negotiate in good faith and execute definitive agreements in respect of the Project. Notwithstanding the foregoing, [COMPANY] shall have the right to terminate this Agreement at any time and for any reason whatsoever, in its sole and absolute discretion. In the event of any termination of this Agreement without the execution of a definitive agreement, [COMPANY] shall, as an obligation surviving such termination, indemnify and reimburse [COMPANY] for any and all actual and provable costs in respect of the performance of the Work, calculated as of the date notice of termination is given pursuant to Section 5; provided, however, that the maximum sum which may be charged to [COMPANY] by [COMPANY] shall be limited to [AMOUNT].00 (Seventy-Five Thousand dollars). This shall be in addition to any amounts due pursuant to Section 4. [COMPANY] agrees to provide monthly reporting to [COMPANY] in respect of external costs and interim reports upon the request of [COMPANY]. Except as specifically set out herein, upon termination, this Agreement (excepting Sections 3, 4, 6 and 7 which shall survive) shall be at an end and the parties shall have no further obligations in relation to each other or in respect of the Work or the Project. Upon material default hereunder by [COMPANY] and following a cure period of fifteen (15) days after written notice of such material default, where [COMPANY] shall have elected to terminate this Agreement, notwithstanding anything else herein, [COMPANY] shall not be required to pay for any of the costs of [COMPANY] excepting only those costs set out in Section 4 and all costs contained in cost reports received by [COMPANY] prior to the existence of such default.