MUTUAL CONFIDENTIALITY AGREEMENT

This Mutual Confidentiality Agreement, (“Agreement”), effective as of June __, 2010, is entered into between and among the following parties, their members, associates and employees: [COMPANY](“[COMPANY]”), an Idaho domestic limited liability company, [ADDRESS]; and, [COMPANY](“[COMPANY]”), an Idaho domestic corporation, [ADDRESS], [ADDRESS]. [COMPANY] and [COMPANY] are sometimes referred to in this Agreement individually as “Party” and collectively as “Parties.”

Agreement

Article I: Mutual Confidentiality

A. Potential Transactions

1. Potential Transactions. The Parties have discussed and intend to continue discussions regarding one transaction between the Parties involving the design, construction, operation, maintenance, and or switchgear, controls, digester, and engine-generator sets for power generation facilities for the [PROJECT] located near [CITY], [STATE] (the “Potential Dairy Digester Power Generation Facility”). In the course of these discussions each Party may disclose Confidential Information to the other.

B. Confidential Information Defined

1. Confidential Information Defined. For the purposes of this Agreement, Confidential Information means any information or data disclosed in connection with such discussions in any form or media whatsoever by [COMPANY] (the “Disclosing Party”) to [COMPANY] (the “Receiving Party”) which (a) if in tangible form, or other media that can be converted to readable form, is clearly and conspicuously marked as proprietary, confidential or private on each page thereof when disclosed; or (b) if oral or visual, is identified as proprietary, confidential or private at the same time it is disclosed, to the extent the information related to the same is not already available in the public domain and/or known to [COMPANY]. “Confidential Information” includes all originals, copies, notes, correspondence, conversations, contracts, drawings, permits and other manifestations, derivations and analysis of the foregoing.

2. Limits on Confidential Information. Under no circumstances, except those expressly stated below in Paragraph B(3), shall any party disclose to another or utilize for financial gain any Confidential Information. Each party must vehemently strive to protect the confidentiality and secrecy of any and all Confidential Information, whether or not it is so marked, and always erring on the side of maintaining confidentiality and avoiding any use of that Confidential Information not to the mutual benefit of all Parties to this Agreement, as further explained below.

3. Permitted Disclosures of Confidential Information.