MASTER BIOGAS PURCHASE AND SALE AGREEMENT

BETWEEN

[COMPANY] ENERGY INC.

AND

[COMPANY]

This Master Biogas Purchase and Sale Agreement is made and entered into by and between [COMPANY] (“[COMPANY]” or “Seller”), and [COMPANY] (“[COMPANY]” or “Buyer”) this ___ day of August, 2010 (“Master Agreement”). 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” has the meaning set forth in Section 3.3 of this Master Agreement.

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

“Additional Daily Gas” 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, and whether or not tradable that are 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 Issued Amount” has the meaning set forth in Section 3.3 of this Master Agreement.