POWER PURCHASE AGREEMENT

THIS POWER PURCHASE AGREEMENT (this "PPA" or "Agreement") (the "Agreeme nt") is executed as of the 11th day of [MONTH], [YEAR], (the "Effective Date") by and

between [COMPANY], a [STATE] limited liability company ("Seller"), and [COMPANY], an [STATE] corporation located at [ADDRESS] and [COMPANY], an [STATE] limited liability company located at [ADDRESS] (together jointly and severally referred to herein as "Buyer"). Seller and Buyer may be referred to herein individually each as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS , concurrently herewith , the Parties are entering into certain agreements that will lead to the construction of a facility that will process the waste being generated by Buyer's egg farm and generate electricity from that waste (the "Energy Output") for Seller to sell to Buyer (the "Facility").

WHEREAS , Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the electricity generated by the waste processing facility from waste provided by Buyer.

AGREEMENT

NOW THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency and receipt of which is hereby acknowledged, the Parties agree as follows:

ARTICLE I

DEFINED TERMS; RULES OF INTERPRETATION

1.1 Defined Terms. Capitalized terms used in this PPA shall have the meanings ascribed to them in the Schedule of Definition s and Rules of Interpretation attached hereto as Exhibit A and made an inte gral part of this PPA by this reference.

1.2 Rules of Interpretation. The rules of interpretation in the Schedule of Definitions and Rules of Interpretation shall apply to this PPA unless expressly provided otherwise.

ARTICLE II

TERM