Biomass Procurement Contract

Term Sheet

Set forth below is a summary of the indicative terms and conditions (the “Term Sheet”) which provide for the procurement of biomass feedstock for the Project (as described below). This Term Sheet shall not be construed as a comprehensive list of all terms and conditions or a legally-binding statement of the terms and conditions under which the Buyer (as described below) would commit to purchase biomass feedstock, but rather it forms a general, good faith basis for the subsequent legal documentation of such biomass procurement contract (the “Contract”). The provision of any legally-binding commitment to provide the services is subject to the further negotiation of the terms and conditions, as well as to the final negotiation and agreement on the definitive documentation.

Buyer: | [BUYER]

Supplier: | [Farmer]

Project: | The Project is to supply Biomass Product to a biomass-to-ethanol and biomass-to-energy production facility to be constructed in [CITY], [STATE].

Biomass Product: | Corn stover, milo stubble, and wheat straw, along with other types of Biomass Feedstock as deemed suitable by the Buyer.

Product Site: | Farmer’s land [to include approximate acreage and general location, which may include the distance from the plant].

Supplier Obligation: | Supplier agrees to sell Buyer approximately _____ acres of Biomass Product as set forth in Exhibit A, subject to certain exceptions set forth therein such as unavailable acreage due to lease expiration and the production of crops unsuitable as Biomass Product.

Supplier agrees to make such acres accessible to Buyer for Buyer to harvest and remove Biomass Product, per terms included within the Contract. Seller may make available to Buyer substitute acreage containing qualifying Biomass Product on terms set forth in the Contract.

Buyer Obligation: | Pursuant to the terms of the Contract, Buyer has the option to exercise its right to harvest Biomass Product from Supplier’s acreage set forth in Exhibit A. Buyer will reserve the right to reject and not purchase any Biomass Product that does not meet a minimum standard as set forth in Exhibit A.

Purchase Price: | [to be provided in Exhibit A, which shall include pricing criteria such as quantity, quality (chemicals used, foreign material, and purity), and type of Biomass Product (corn stover, milo stubble, wheat straw etc.]

[Payment mechanics to be determined.]

Title & Risk of Loss: | Title and risk of loss for Biomass Product shall pass from Supplier to Buyer at the time such Biomass Product is shipped from Supplier’s property.