[Letterhead]

[Month] [Day], [YEAR]

PERSONAL & CONFIDENTIAL

__________________

c/o

Dear ________________:

The purpose of this letter of intent (the "LOI") is to set forth certain non-binding understandings and certain binding agreements between [COMPANY], LLC, an Oregon limited liability company ("[COMPANY]"), and _____________ a [__________] ( the "Supplier"), with respect to [COMPANY]'s operation of an anaerobic biogas facility (the "Facility") on located at ____________________ in __________, Oregon (the "Project") and Supplier's provision of certain materials from Supplier's food processing operations that shall be used by the Facility as feedstock for the production of energy. Any one or more transactions encompassing the foregoing supply relationship are collectively referred to herein as the "Proposed Transaction." [COMPANY] and Supplier are sometimes referred to herein collectively as the "Parties."

Except with respect to, and as specifically set forth in the Binding Provisions of this LOI, the Parties agree as follows:

the matters set forth in this LOI and particularly those set forth below as Non-Binding Provisions are preliminary in nature and do not contain all of the terms and conditions necessary for the consummation of the Proposed Transaction; and

neither Party shall be bound to consummate the Proposed Transaction except pursuant to one or more definitive agreements which the Parties anticipate may include, but not be limited to an organic waste or biomass ("Biomass") supply agreement whereby Supplier shall provide Biomass to the Facility to use as a feedstock for the generation of biogas (the "Biomass Supply Agreement") (the "Definitive Agreement") as executed and delivered by the Parties, and then subject only to the conditions set forth therein.

Non-Binding Understandings

The following numbered paragraphs reflect our current understanding of the matters described herein, but do not constitute a complete or definitive statement of, or a legally binding or enforceable agreement or commitment on the part of, either Party with respect to the matters described therein and do not impose on either Party any duty or obligation to conclude any such agreement or commitment.

Biomass Supply Agreement. Except as may otherwise be mutually agreed upon by the Parties and in addition to other terms and conditions generally contained in supply agreements of the nature contemplated by the Proposed Transaction (and as may be set forth in the Biomass Supply Agreement), the terms and conditions related to Supplier's provision of Biomass to the Facility shall be as follows: