TEAMING AGREEMENT

THIS TEAMING AGREEMENT, made and entered into this ____ day of _________, 2006 by and between [PARTY A NAME], with its principal place of business at [ADDRESS] ([COMPANY]) and [PARTY B NAME], with its principal place of business at [ADDRESS] ([COMPANY]);

W I T N E S S E T H:

WHEREAS, [COMPANY] (the “Client”) is presently constructing an ethanol plant located in [CITY], [STATE] and has issued a Request for Proposals (RFP) for another firm or firms to (a) design, permit, build, own, and operate facilities within or adjacent to the ethanol plant for the extraction of carbon dioxide (“CO2”) therefrom and (b) to market, sell, and distribute the CO2 so produced (collectively, the “Project”);

WHEREAS, [Party A Short Name] and [Party B Short Name] (the “Parties”) wish to express their intention to (A) cooperate in submitting a proposal in response to the RFP 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 joint proposal and with respect to the intention of the parties as to their rights, duties, and liabilities in the event that said joint proposal is successful;

NOW, THEREFORE, the Parties agree as follows:

1. The Parties hereby associate themselves for the sole purpose of considering and possibly submitting a joint proposal (the “Joint Proposal”) for the performance of the Project. The Parties agree to share with each other such information as is necessary to make such a Joint Proposal, including detailed pricing information. The Joint Proposal 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 a Joint Proposal hereunder, but in the event any Party decides that it does not wish to participate in such Joint Proposal, 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 preparation of the Joint Proposal; and no Party shall make any charges against the others for any expenses incurred or for time expended in connection with the preparation of the Joint Proposal.