ORGANIC FERTILIZER PURCHASE AND SALE AGREEMENT

This Organic Fertilizer Purchase and Sale Agreement (the "Agreement"), is entered into effective as of this _________ day of ____________, 2010, by [COMPANY], a [STATE] limited liability company (“[COMPANY]”) and [COMPANY] a [STATE] Corporation ("[COMPANY]"). Each of [COMPANY] and [COMPANY] is referred to herein, individually, as a “Party” and [COMPANY] and [COMPANY] are referred to herein, collectively, as the “Parties.”

RECITALS

A. [COMPANY] is developing a commercial scale biogas and fertilizer production facility (the "Facility") to be located adjacent to [FACILITY LOCATION] in [COUNTY], [STATE] and capable of producing "10-6-8" organic fertilizer (the “Product”); and

B. [COMPANY] desires to sell to [COMPANY] and [COMPANY] desires to purchase and take from [COMPANY] the entire Product output of the Facility on the terms and subject to the conditions set forth in 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:

PURCHASE AND SALE. [COMPANY] shall sell to [COMPANY] and [COMPANY] shall purchase from [COMPANY] the Product output from the Facility, subject to all terms and conditions set forth in this Agreement. [COMPANY] shall label all Product that is sold by [COMPANY] and shall register all labels with the states where the Product are sold.

NOTICE OF COMMENCEMENT DATE. [COMPANY] shall provide [COMPANY] a minimum of ninety (90) days advance written notice of the Commencement Date and shall provide [COMPANY] notice of any change to the Commencement Date (or any revised Commencement Date) as far in advance thereof as is practicable given the circumstances. As used herein, "Commencement Date" means that certain date that [COMPANY] shall make the first delivery of Product to [COMPANY] at the Delivery Point as set forth in the written notice from [COMPANY] to [COMPANY] as referenced in Section 2.

TERM. Unless otherwise terminated as set forth herein, the term of this Agreement (the “Term”) shall be for a period of ten (10) consecutive years commencing on the later of (i) the Commencement Date, or (ii) the "Initial Delivery Date" as that term is defined in the Biogas Purchase and Sale Confirmation Agreement. [COMPANY] shall have the right to extend the Term for one (1) additional ten (10) year period upon written notice to [COMPANY] provided no less than six (6) months prior to the termination of the then-current Term, and on the same terms and conditions contained herein. As used in this Agreement, “Term” shall include any extension of the initial 10-year Term.