MASTER BIOGAS PURCHASE AND SALE AGREEMENT

BETWEEN

[COMPANY]

AND

[COMPANY]

This Master Biogas Purchase and Sale Agreement (“Master Agreement”) is made and entered into by and between (“[COMPANY]” or “Seller”), and (“[COMPANY]” or “Buyer”) this ___ day of January, 2011 (“Execution Date”). Seller and Buyer shall also be referred to in this Agreement individually as a “Party” and jointly as the “Parties.”

ARTICLE ONE. DEFINITIONS

“AB 32” is Assembly Bill 32, The Global Warming Solutions Act of 2006, passed by the legislature of the State of California and signed into Law by the Governor of California on September 27, 2006.

“Additional Product Notice” means Seller’s notice to Buyer of the Additional Daily Product as set forth in Section 3.2(b) of this Master Agreement.

“Additional Product Option” means Buyer’s election regarding Additional Daily Product as set forth in Section 3.2(b) of this Master Agreement.

“Additional Daily Product” means anticipated availability of volumes of Product to be delivered above the Maximum Volume on any day as set forth in Section 3.2(b) of this Master Agreement.

“Additional Gas Environmental Attributes” or “AGEA” means any and all credits, benefits, emissions reductions, offsets, reporting rights, allowances, and Tradable Carbon Credits, whether or not tradable, and howsoever entitled and/or received to/by Seller. The amount of such AGEA shall be calculated in accordance with Section 3.3 of this Master Agreement.

“Affiliate” means, with respect to any person, any other person (other than an individual) that, directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such person. For this purpose, “control” means the direct or indirect ownership of fifty percent (50%) or more of the outstanding capital stock or other equity interests having ordinary voting power.

“AGEA Amount” has the meaning set forth in Section 3.3 of this Master Agreement.