March 7, 2011

[COMPANY] FACILITY

OPERATION AND MAINTENANCE AGREEMENT

This Operation and Maintenance Agreement (the "Agreement") is made and entered into as of this _________day of __________, 2011 (the "Effective Date") by and between [COMPANY], a [STATE] limited liability company ("Owner"), and [COMPANY], a [STATE] limited liability company ("Operator").

RECITALS

WHEREAS, Owner owns a thermophilic anaerobic digestion system for the production of biogas, fertilizer and electricity located or to be located at the Site (the “Facility”);

WHEREAS, Operator provides operation, maintenance and management services for facilities such as the Facility;

WHEREAS, Owner desires to contract for operation, maintenance and management of the Facility; and

WHEREAS, Operator has agreed to provide such operation, maintenance and management services for the Facility on the terms and conditions set forth in this Agreement.

AGREEMENT

NOW THEREFORE, in consideration of the above recitals which are incorporated herein and made a part of this Agreement and mutual covenants, undertakings and conditions set forth below, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

DEFINITIONS

Definitions. Unless otherwise required by the context in which a defined term appears, the following terms shall have the meanings specified in this article 1. Terms that are defined in other Articles shall have the meanings given to them in those Articles.

“Agreement” means this agreement as referenced in the preamble and the terms and conditions set forth in the sections captioned by numbered article designations (“Articles”) and the following exhibits, which are incorporated and made part this Agreement by this reference and are included in any reference to this Agreement: (i) Exhibit A - Scope of Services; and (ii) Exhibit B – Reimbursable Costs.