MASTER SERVICE AGREEMENT

This Mutual Reference and Collaboration Agreement (the “Agreement”) is entered into and effective [DATE] (the “Effective Date”) by and between [COMPANY] Group, Inc., a Delaware corporation having its principal place of business at [ADDRESS] (hereinafter “[COMPANY]”) and [COMPANY NAME], a [STATE OF ORGANIZATION] [ENTITY TYPE] having its principal place of business at [ADDRESS] (hereinafter “Company Name”), and each of [COMPANY] and [COMPANY NAME] a “Party” and collectively the “Parties.”

WHEREAS, [COMPANY] is in the business of trading renewable energy credits, their global equivalents, carbon credits, and advising clients on environmental standards and compliance (“[COMPANY] Services”);

WHEREAS, [COMPANY NAME] is in the business of [BUSINESS DESCRIPTION]; and

WHEREAS, each Party desires to engage the other Party as a “Referrer” to introduce potential sales leads (“Customers”) for the [COMPANY] Services and the [COMPANY NAME] Services (collectively “Services”), and each Party desires to accept such engagement.

NOW, THEREFORE, in consideration of the premises set forth above, which are hereby expressly made part of this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

REFERRAL Engagement

Each of [COMPANY] and [COMPANY NAME] hereby mutually engage each other to act as the other’s non-exclusive referrer with respect to the Services during the Term, solely in accordance with the terms and conditions of this Agreement. Each Party may in its sole discretion engage any other person or company to sell any Services at any time.

As Referrer, each Party shall:

introduce the other Party (the “Referent”) to Customers and make commercially reasonable efforts to refer Customers to the other Party for Services; and

perform such other responsibilities as reasonably directed by the Referent, including forwarding sales literature and samples provided by the Referent,

but shall not participate in any sales meetings or negotiations nor have authority to offer or sell Services to any referred Customers.

The prices, terms, and conditions under which a Referent offers or sells any Services shall be determined by such Referent in its sole discretion. Each Party shall have the authority to control all discussions and negotiations regarding any proposed or actual offering or sale of its Services. Nothing in this Agreement shall obligate either Party to actually offer or sell any Services or consummate any transaction with any Customer. Each Party may terminate any negotiations or discussions with any Customer at any time and retains the right not to proceed with any sale of Services without any liability.