EQUIPMENT PURCHASE AGREEMENT

This Equipment Purchase Agreement (“Agreement”) is made and entered into effective as of this _____ day of ________, [YEAR] (the “Effective Date”) by and between [COMPANY] having its principal office located at [ADDRESS] (“[COMPANY]”), and __________________ a ___________ corporation having its principal office located at _______________________(“Vendor”). [COMPANY] and Vendor are referred to in this Agreement collectively as the “Parties” and individually as a “Party.”

RECITALS

A. [COMPANY] intends to build a fluidized bed boiler system as part of [COMPANY]'s energy upgrade program located in [COMPANY], [STATE] (the “Project”).

B. Vendor is a designer, fabricator and seller of biomass boilers and related equipment, and provides inspection, testing and commissioning support services including and technical training in connection with such biomass boiler systems.

C. [COMPANY] desires to purchase from Vendor, and Vendor desires to sell to [COMPANY], the Equipment (as defined below) for installation and use as a biomass power generation system within the Project to facilitate the generation of electricity from biomass and sludge.

D. [COMPANY] further desires to engage Vendor to provide, and Vendor desires to provide to [COMPANY], certain commissioning services and technical training in connection with the Equipment.

AGREEMENT

Now therefore, [COMPANY] and Vendor, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, agree as follows:

Definitions. In this Agreement, the terms set forth below shall have the following meanings:

"Affiliate" means any individual, association, partnership, limited liability company, corporation or other entity controlling, controlled by, or under common control with the named individual or entity. The term “control” means the power to direct or cause the direction of the management and policies of an individual or entity, whether through the ownership of voting securities, by contract or otherwise.

"Agreement" means this Equipment Purchase Agreement, including all appendices, exhibits, schedules, enclosures, and attachments.

"Commissioning" means the tests, procedures and standards for evaluating and determining whether the Equipment has been delivered and performs in accordance with this Agreement. The term “Commissioning” shall include, without limitation, all testing and verification of the Equipment as set out in the scope of Work and the Technical Information set for in Exhibit A and Exhibit B.