[DATE]

[INDIVIDUAL]

President

[COMPANY]

[ADDRESS]

[LOCATION]

Dear [INDIVIDUAL]:

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

Background. [COMPANY] has rights to certain technologies with respect to the construction and operation of biogas plants using proprietary high solids anaerobic digestion and composting technology and with respect to the construction and operation of biomass gasification plants using proprietary gasification technology (collectively, the “Technology”). Company, in partnership with various public agencies, has completed a feasibility assessment and business plan for an anaerobic digestion facility in the Territory. [COMPANY] and Company intend to work together to validate and finalize the plans for building and operating a high solids anaerobic digestion plant in the Territory (the “Plant”) that will use the Technology to process approximately [__________] thousand (__,000) tons of organic residuals per year (collectively, the “Project”).

Intent to Complete Validation Studies. The parties will cooperate during the term of this Agreement to conduct final validation studies (“Validation Studies”) with respect to the Project. Such Validation Studies will include, as further described in Appendix A, site and technology 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. The relative responsibility of each party with respect to the Validation Studies is set forth in Appendix A. Each party shall bear its own costs and expenses in conducting Validation Studies.

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).

Intent to Enter Into Definitive Agreements. The parties intend to complete the Validation Studies within two (2) months from the effective date of this Agreement. After completion of the Validation Studies, the parties will determine whether to move forward with the Project. If the parties determine it is in each party’s best interest to move forward, Company and [COMPANY] or [COMPANY]’s designee (e.g., a special purpose entity formed by [COMPANY]) will negotiate in good faith a definitive agreement relating to the development of the Project (“Development Agent Agreement” or “DAA”), pursuant to which [COMPANY] and/or its designee and Company would expect to perform the tasks generally outlined in Appendix B (which will be defined in more detail in the DAA). For clarity, neither party shall have any obligation with respect to the Project beyond those expressly set forth in Appendix A, or to incur any additional costs in connection therewith, unless and until the execution of the DAA by both parties thereto.