TERM SHEET FOR FUEL OFF-TAKE AGREEMENT

AS BETWEEN [COMPANY] AND [COMPANY]

DATE OF FIRST DELIVERY NOTICE; PRODUCT AVAILABLE FOR SALES FORECAST

Notice Dates. [COMPANY] shall provide [COMPANY] notice at least _________________ days prior to [COMPANY]’s projected Date of First Delivery, setting forth [COMPANY]’s best estimate of the range of potential dates for Date of First Delivery covering a ______________ day period. Approximately ________________ days prior to [COMPANY]’s projected Date of First Delivery, [COMPANY] shall provide [COMPANY] with [COMPANY]’s best estimate of the projected Date of First Delivery covering a range of ____________ days, and shall update such estimate on a weekly basis.

Production Estimates. [COMPANY] shall provide [COMPANY] with [COMPANY]’s best estimate of the [COMPANY] Refinery’s weekly Biofuel production for the _____________ month period following the estimated Date of First Delivery. After the Date of First Delivery, [COMPANY] shall provide monthly notices to [COMPANY], by the ____ day of each month, estimating the daily production for the next _______________ month period beginning the first full calendar month following the date of the last estimate. [COMPANY] shall promptly notify [COMPANY] of any adjustments to the Biofuel production schedule that has been most recently given to [COMPANY].

Biofuel Available for Sales Forecast. Following the Date of First Delivery, [COMPANY] shall provide [COMPANY] with a daily [COMPANY] Refinery operations report by ___________ AM/PM __________ Time that provides the [COMPANY] with the following information regarding Biofuel production at the [COMPANY] Refinery: (i) total current Biofuel inventory, (ii) current Biofuel inventory available for sale, (iii) the [COMPANY] Refinery’s previous day’s Biofuel production numbers, and (iv) a rolling Biofuel production forecast for the following sixty (60) days.

TERM; TERMINATION

Initial Term; Renewal. Unless terminated earlier as mutually agreed, the initial term of the Agreement (the “Initial Term”) shall be for a term, beginning on the _________ day of __________, and ending on the ____________ anniversary of the Date of First Delivery. The Initial Term shall be followed by renewal terms (the “Renewal Terms”) of ______ year each, that renew automatically unless notice is given by either party at least _____________ days prior to the end of the Initial Term or each Renewal Term. The Initial Term and any Renewal Terms are herein referred to collectively as the “Term”.

PURCHASE AND DELIVERY OBLIGATIONS

Purchase of Biofuel Production. [COMPANY] shall sell and make available for Delivery and [COMPANY] shall purchase and take Delivery of one hundred percent (100%) of the Biofuel produced by the [COMPANY] Refinery, it being acknowledged that [COMPANY] makes no guarantees as to the actual output of the [COMPANY] Refinery (save for a range as mutually agreed upon by the parties as per the name plate capacity of the [COMPANY] Refinery).