January 20, 2011

EFFLUENT OFF-TAKE AGREEMENT

This Effluent Off-take Agreement (the “Agreement”) is executed as of the ____ day of _____________, 2011, (the “Effective Date”) by and between [COMPANY], a [STATE] limited liability company (“[COMPANY]”), and [COMPANY], [ADDRESS] (“[COMPANY]”). [COMPANY] and [COMPANY] may be referred to herein individually each as a “Party” and collectively as the “Parties”.

RECITALS

[COMPANY], an [STATE] corporation ("[COMPANY]"), operates [NUMBER] poultry farms, and is the parent company and owner of the [COMPANY] and the [COMPANY] (the “[COMPANY]”).

[COMPANY] is developing a commercial scale biogas and fertilizer production facility (the “Facility”) to be located on land owned by [COMPANY], adjacent to the [COMPANY] operations.

[COMPANY] generates Poultry Manure in the course of its operations at the [COMPANY] and the [COMPANY] estimated to be approximately [NUMBER] Dry Tons annually and is required to collect and manage the Poultry Manure in accordance with applicable state and federal environmental regulations and permits;

The Facility has the ability to generate renewable energy and organic fertilizer from the anaerobic digestion of, among other sources, organic matter such as the Poultry Manure, and [COMPANY] considers [COMPANY] to be a viable and continuous source of such Poultry Manure;

[COMPANY] provides [COMPANY] with Poultry Manure for the Facility pursuant to a Poultry Waste Supply Agreement dated the ____ day of _____________, 2011 (the “Poultry Waste Supply Agreement”);

After the Poultry Manure has been processed for the production of renewable energy and organic fertilizer by the Facility, certain effluent is residual to the anaerobic process; and

[COMPANY] wishes to take delivery of the effluent from [COMPANY] and [COMPANY] wishes to provide [COMPANY] with all of the effluent material generated by the Facility pursuant to the terms 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:

DEFINED TERMS.