[DOMAIN]

[date]

[address]

Dear _____________:

I am pleased to provide this letter to you setting forth the terms of this project development agreement (“Agreement”) between _____________ (“Company”) and [COMPANY](“[COMPANY]”) with respect to research relating to the construction and operation of a biogas plant in the [LOCATION] (“Territory”).

Background. [COMPANY] has rights to certain technologies with respect to the construction and operation of biogas plants using proprietary dry fermentation, composting and drying technology and with respect to the construction and operation of biomass gasification plants using proprietary gasification technology (collectively, the “Technologies”). Company offers recycling services to organic waste generators and haulers, operates multiple compost facilities in the [STATE] including a site located in the [LOCATION], and markets landscape products including compost and mulch. [COMPANY] and Company intend to work together to validate and finalize the plans for building and operating one or more dry fermentation biogas and/or biomass gasification plants in the Territory (the “Plant”) that will use the Technology to process approximately [AMOUNT] tons of waste per year (collectively, the “Project”).

Intent to Complete Validation Studies. The parties will cooperate during the term of this Agreement to conduct validation studies (“Validation Studies”) with respect to the Project. Such Validation Studies will include, as further described in Appendix A, site selection and analysis for potential Plants, confirmation of the economic viability of the Project in the Territory, including energy off-take, and confirmation of the quantity and quality of the waste supply in the Territory. [COMPANY] will be responsible for conducting the Validation Studies set forth in Appendix A. Each party shall bear its own costs and expenses in conducting Validation Studies. Company agrees that during the term of this Agreement Company will not (in any capacity) work on, operate, participate in or develop any project, company or service offering related to or based on the Technology or otherwise related to dry fermentation or wood gasification in the Territory, or assist any other person or organization in connection with any of the foregoing activities.

Each party shall promptly provide to the other party all data, results, reports and information (including analyses thereof) with respect to the Validation Studies (“Results”) conducted by such party. Each party shall own all right, title and interest (including all intellectual property rights) in and to the Results of the Validation Studies it conducts and such Results shall be treated as that party’s Information (as defined below).