MUTUAL REFERENCE AGREEMENT

This Mutual Reference Agreement (the “Agreement”) is entered into and effective as pf the ____ day of ___________ [YEAR]. by and between [COMPANY], a Delaware corporation, having its principal place of business at [ADDRESS] (“[COMPANY]”) and [COMPANY], a [STATE] Corporation having an office at [ADDRESS] (“[COMPANY]”) (each of [COMPANY] and [COMPANY] a “Party” and, collectively, the “Parties”).

WHEREAS, [COMPANY] advises its clients on environmental standards and compliance, and trades in renewable energy commodities (“[COMPANY]”);

WHEREAS, [COMPANY] is in the business of (“[COMPANY]”); and

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

NOW, THEREFORE, in consideration for the above Recitals, which are incorporated herein and made a part of this Agreement and for other good and valuable consideration, the receipt and sufficiency is hereby acknowledged, the Parties agree as follows:

Engagement

Each of [COMPANY] and [COMPANY] hereby mutually engage each other to act as Company’s non-exclusive lead finder and referrer with respect to sales of Services to Potential Customers in during the Term, solely in accordance with the terms and conditions of this Agreement. Each Party may in its sole discretion .

, each Party shall:

introduce the Referent to Potential Customers and make commercially reasonable efforts to refer Potential Customers to the other Party for Services; and

perform such other responsibilities as, forwarding sales literature and samples provided by the Referent.

Prior to introduction to a Potential Customer, the to evaluate and assess a term sheet (each, a “Term Sheet”) in substantially similar form to Exhibit A (Form of Term Sheet) hereto, which shall include:

an approximation of the anticipated Referral Fees (as defined in Section 2.1 below);

any conditions precedent to Referent’s obligation to pay such Referral Fees;