CONSTRUCTION MANAGEMENT AGREEMENT

This Construction Management Agreement (the “Agreement”), effective this _____ day of ___________, 2012 (the “Effective Date”), is entered into by and between [COMPANY], a [STATE] limited liability company, located at _____________________________ (the “CM”) and [OWNER ENTITY], a [STATE] limited liability company, with offices located at [OWNER ADDRESS] (the “Owner”).

RECITALS

WHEREAS, Owner is the lessee of that certain parcel of real property located adjacent to the [IMPROVEMENT DISTRICT] (“[CUSTOMER]”) waste water treatment plant (the “WWTP”) at or near [PROJECT SITE LOCATION] (the “Property”);

WHEREAS, Owner shall be developing and constructing a wet fermentation/nutrient recovery and fertilizer production facility (the “Facility”) pursuant to the terms and conditions of that certain Engineering, Procurement and Construction Agreement (the “EPC”) dated ___________, 20__ between [EPC CONTRACTOR](the “EPC Contractor”) and Owner (collectively, among other things, the Facility, the EPC and other project-related documents are referred to herein as the “Project”);

WHEREAS, the Facility has the ability to generate renewable electric energy and other products, including certain organic soil enhancements and fertilizers, from the decomposition and fermentation of certain streams of organic waste received from the WWTP and other sources of organic waste within [CUSTOMER];

WHEREAS, Owner desires to retain hereby retains CM to provide certain construction management services to Owner as related to the Project and as set forth herein, including but not limited to fulfilling the role of “Senior Construction Manager” upon the terms and conditions contained in this Agreement; and

WHEREAS, CM desires to provide to Owner such construction management services as related to the Project in the capacity of the Construction Manager.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing recitals which are incorporated and made a part of this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

Engagement and Scope of Services

Owner hereby engages CM to provide the services described in Exhibit A (the “Services”), and CM accepts such engagement. CM shall use its best efforts to undertake and complete the Services in accordance with the descriptions and schedules specified therefor.

Compensation

The terms of Compensation are presented in Exhibit B.