PATENT AND TECHNOLOGY LICENSE AGREEMENT

This Patent and Technology License Agreement (this "Agreement") is entered into as of this _____ day of July 2010 between [COMPANY], a [STATE] limited liability company with its principal offices [ADDRESS] (the "Licensor") and [COMPANY], a [STATE] corporation with its principal offices at [ADDRESS] (the "Licensee").

RECITALS

Licensor has developed apparatus and processes for the anaerobic digestion of organic waste products, including but not limited to dairy cow manure, food residuals and waste and a variety of other such waster materials.

Licensor also has experience in employing its commercial scale technology for the production of biomethane which may be deployed as a fuel in a gaseous state or treated for the generation of electricity.

Licensee has developed a certain relationships in the state of California which allows Licensee to access the waste of multiple dairy and food processing operations, involving the waste of a minimum of 10,000 cows which shall constitute the waste feedstock of Licensee for Licensees use in certain anaerobic digestion projects currently being developed by Licensee wherein Licensee shall deploy Licensors technology for the creation of renewable energy.

Licensee desires to be the exclusive licensee in the Territory, as defined below, of the Technology, as defined herein and to likewise deploy the Technology for the development of multiple anaerobic digestion projects within the Territory.

AGREEMENT

In consideration of the mutual promises and covenants set forth herein, the Parties agree as follows:

DEFINITIONS

Defined Terms. Terms defined in this ARTICLE I and elsewhere, parenthetically, in this Agreement, shall have the same meaning throughout the Agreement. Defined terms may be used in the singular or plural.

"Affiliate" Any entity the voting stock of which is at least 15% controlled by a Party to this Agreement.

"Patents" All Licensor's U.S. and other patents now or, during the terms of this Agreement, hereafter issued in the Territory relating to the Products and to any apparatus or process useful for the manufacture of any or all of the Products.

"Projects" Anaerobic digestion projects developed by Licensee or Licensee's Affiliates (as defined below) for the deployment of the Technology in combination with Licensee's own technology and know-how within the Territory using organic waste as feedstock for the generation of biomethane gas and other co-products at the commercial level for sale of such gas, electricity and co-products both within the Territory and outside the Territory.