TEAMING AGREEMENT

THIS TEAMING AGREEMENT, made and entered into as of this ___ day of __________ by and between”) ___________________[Partner A]__________, a ________ corporation (“_________”), ___________________[Partner B]___________, a _____________ corporation, (“___________”), and ___________________, a Delaware corporation ([COMPANY]).

W I T N E S S E T H:

WHEREAS, ____________________________ (the “Client”), has issued a Request for Proposal, entitled ___________________” dated ____________ (“the RFP”) to _____________________________(describe RFP purpose)__________________(“the Project”); and

WHEREAS, ______________________[any special circumstances]; and

WHEREAS _________[list Partners A, B, etc.] and [COMPANY] (the “Parties”) wish to express their intention to (A) cooperate in submitting a proposal in response to the RFP (the “RFP Bid”), and (B) negotiate such subcontracts as may be necessary between themselves to accomplish the Project in the event their bid is successful, then to enter into agreements for the performance of the Project; and

WHEREAS, it is desirable to reach an understanding with respect to the consideration and submission of said RFP Bid and with respect to the intention of the parties as to their rights, duties, and liabilities in the event that said RFP Bid is successful;

NOW, THEREFORE, the Parties agree as follows:

1. The Parties hereby associate themselves for the sole purpose of co-operating on responding to Client’s RFP in the form of a written RFP Bid for the performance of the Project. The Parties agree to share with each other such information as is necessary and the RFP Bid shall only be made on terms approved by the Parties.

2. It is understood that none of the Parties or any affiliate of the Parties, has or shall have any interest whatsoever, direct or indirect, in any other proposal which may be submitted for the performance of the Project. No Party shall have any obligation to submit the RFP Bid hereunder, but in the event any Party decides that it does not wish to participate in such RFP Bid, then the other Parties shall nonetheless continue to have the right to submit a proposal for the Project, alone or with another party. In such event, the Party declining to submit a Proposal hereunder shall have no interest in any other proposal for the Project.

3. Each of the Parties shall assume and bear all costs incurred by it in connection with the RFP Bid.

4. The Parties recognize that each Party intends to participate in the Project as follows:

It is anticipated that [COMPANY] will provide or cause to be provided turnkey construction permitting, [financing], engineering, design, procurement, construction services and performance testing relating to the delivery of a dry fermentation biogas production plant responsive to the RFP (“the Plant”) and that [COMPANY] will operate the Plant and be responsible for use, disposal, distribution, or sale of the products produced by the plant.