LEASE AGREEMENT

([PROJECT])

This Lease Agreement (this “Lease”) is entered into this _____ day of _____________, 2010 (the “Effective Date”) pursuant to that certain Option Agreement (the "Option Agreement"), dated _____________________, 2010, by and between [COMPANY], a California corporation (“Lessor”), and [COMPANY], a California limited liability company ("Lessee"). Lessee and Lessor are sometimes referred to herein individually as a “Party” or collectively as the “Parties.”

RECITALS

A. Lessor is the owner of certain lands located in [COUNTY], State of [STATE], as more particularly described in Exhibit A attached hereto (the “Dairy Property”). Lessee is a renewable energy developer that desires to develop, construct, own and operate a stand-alone, utility-scale anaerobic digestion facility (the “Project”) using dairy waste and other organics to create biogas for the generation of electricity on a portion of the Dairy Property.

B. Lessor is willing to lease to Lessee, and Lessee is willing to lease from Lessor, an exclusive ground lease for a portion Dairy Property consisting of approximately eighteen (18) acres as more particularly described in Exhibit B attached hereto (the “Project Site”) for the development, construction, and operation of the Project, along with other uses related to the production of biogas on the Dairy Property, upon the terms and conditions set forth in this Option Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Lessee and Lessor hereby agree as follows:

AGREEMENT

Lease Grant. In consideration of the payments and covenants herein contained, Lessor does hereby grant unto Lessee, and Lessee does hereby accept (i) a lease for exclusive use by Lessee, of the Project Site, and (ii) a grant of certain easement rights across the Dairy Property as more particularly described in Exhibit C attached hereto (“Easement Property”), on the terms and conditions hereinafter set forth.

Lease Term. The term of this Lease (“Term”) shall commence on the Effective Date and shall continue for fifteen (15) years thereafter unless sooner terminated in accordance with the provisions hereof. Lessee shall have the right to extend the Term for one (1) additional five (5) year period upon written notice to Lessor provided no less than six (6) months prior to the termination of the then-current Term, and on the same terms and conditions contained in this Lease. As used in this Lease, “Term” shall include any extension of the initial 15-year term.

Use of Property by Lessee.

Permitted Uses. This Lease is for the construction and operation of the Project, and for all related and incidental purposes and activities, and the undertaking any other lawful activities, whether accomplished by Lessee or a third party authorized by Lessee, that Lessee determines are necessary, helpful, appropriate or convenient in connection with, or incidental to the operation of the Project (collectively, the “Operations”).