EQUIPMENT PURCHASE AND SALE AGREEMENT

This Equipment Purchase and Sale Agreement (“Agreement”) is made and entered into effective the ___ day of ____________, 20__ (“Effective Date”), by and between ____________________________ (“Owner”) an ___________ corporation with its principal place of business located at __________________________ and _______________ (“Supplier”), a __________ corporation with its principal place of business located at ____________________________________________________________________________.

RECITALS

Whereas Owner wishes to purchase certain power generation equipment to be installed at Owner’s facility _____________________________________________ (“Site”); and

Whereas Supplier wishes to sell Owner ______________________________________.

AGREEMENT

Therefore Owner and Supplier, in consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, agree as follows:

DEFINITIONS AND INTERPRETATION

The following capitalized terms, whether in the singular or the plural or in the present or past tense, shall have the meanings set forth below whenever such terms appear in the Contract.

“Affiliate” means any Person that directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the specified Person. For purposes of this definition, “control” shall mean ownership, directly or indirectly, of fifty percent (50%) or more of either the outstanding voting stock of the controlled Person or any other ownership interest in the controlled Person, if such interest has, directly or indirectly, the power to direct or cause the direction of the management and policies of such relevant Person.

“Agreement” means this agreement for HP Modernization, associated piping and Installation Services composed of (i) this Agreement; (ii) any Exhibits attached hereto, which Exhibits are hereby made a part hereof for all purposes; and (iii) any amendments hereto or thereto executed pursuant to the provisions of this agreement.

“Application for Payment” shall have the meaning given to such term in Section 6.1(f).

“Approval Drawings” means those drawings to be submitted by Supplier to Owner for approval, as set forth in the Contract.

“Change Order” means a written document duly approved or issued in writing by Owner and signed by both Parties that specifically amends the rights or obligations of a Party or the Parties under the Contract.