WASTE SUPPLY AGREEMENT

This Waste Supply Agreement (the “Agreement”) is made and entered into this ____ day of ____________________, 2011 (the “Effective Date”), by and between [COMPANY], a [STATE] limited liability company (“[PARTY A]”) and[COMPANY], a [STATE] municipal corporation (“[PARTY B]”). [PARTY A] and [PARTY B] may be referred to herein individually each as a “Party” and collectively as the “Parties.”

RECITALS

[PARTY A] desires to develop a biogas production facility (the “Facility”) to be located adjacent to [PARTY B]’s waste water treatment facility (the ”WWTF”) on [ADDRESS] in [CITY], [STATE] (collectively, the WWTF and certain [PARTY B] biosolids collection and composting facilities are referred to herein as the “Waste Generation Facility”);

The Waste Generation Facility generates organic waste in the course of its operation which is estimated to be approximately [Number of [Unit of measurement (i.e. gallons, tons, etc.)]] by volume annually;

[PARTY B] is required to collect and manage the organic waste in accordance with applicable state and federal environmental regulations and permits;

The [PARTY A] Facility has the ability to generate renewable energy from the decomposition of, among other biomaterials, organic matter such as the organic waste and [PARTY A] considers the Waste Generation Facility a viable and continuous source of such organic waste;

[PARTY A] may, as mutually agreed upon in writing by the Parties, deliver back to [PARTY B] the liquid effluent generated by the [PARTY A] Facility for use at the Waste Generation Facility pursuant to a Liquid Effluent Off-take Agreement between the Parties dated the _______ day of ________, 20___ (the “Liquid Effluent Off-take Agreement”);

In addition to the [PARTY A] Facility, the Parties, working together, shall design and develop a system of collecting the organic waste from the Waste Generation Facility, conditioning the o Waste Generation Facility’s organic waste for the removal of, among other materials, non-organic substrates, and moisture, and transporting the organic waste via pipeline from the Waste Generation Facility to the [PARTY A] Facility; and,

[PARTY A] wishes to obtain the [PARTY A] Facility’s required organic waste from [PARTY B] and [PARTY B] wishes to provide [PARTY A] with such organic waste as required for the [PARTY A] Facility pursuant to the terms and conditions of this Agreement.

AGREEMENT

In consideration of the above Recitals, which are incorporated in this Agreement and made a part hereof, and the mutual covenants and agreements herein contained, the Parties agree as follows: