MASTER SERVICES AGREEMENT

This Master Services Agreement (the “MSA”), is effective as of the ____ day of ______, 2013 (the “Effective Date”) and is by and between [COMPANY] (“[COMPANY]”) and [COMPANY] (“[COMPANY]”).

BACKGROUND FACTS

A. [COMPANY] is engaged in the business of waste collection and disposal services. In the course of conducting that business, the Company regularly and customarily enters into contracts with third parties for the management of non-hazardous waste, including organic waste, and the provision of cost-effective waste solutions.

B. [COMPANY] is engaged in the business of managing organic waste streams and converting such organic material into biogas and other high value products such as high nutrient soils and fertilizers.

C. [COMPANY] desires that [COMPANY] provide such organic waste management services on an exclusive basis in the state of [STATE] for [COMPANY]’s customers and [COMPANY] desires to transport Organic Waste (as defined below) of its customers to [COMPANY]’s organic waste processing facility located at [ADDRESS] (the “[COMPANY] Facility”).

D. the Company and the Service Provider desire to set forth their respective rights and obligations for the provision or such waste management services, including the management of organic waste, with regard to such customers.

AGREEMENT

In consideration of the mutual covenants, stipulations and agreements, including the above background facts that are incorporated herein, the parties hereby agree as follows:

Engagement of Services

the Company hereby retains the Service Provider to provide the services set forth on the attached Exhibit A (the “Services”) and shall be the Company’s exclusive service provider in connection with the disposal of Organic Waste in the state of [STATE] for a period of [five (5)] years commencing on the Effective Date.

[COMPANY]’S OBLIGATIONS AND STANDARD OF SERVICES

the Service Provider shall provide the Services to or on behalf of the Company for those certain current and future customers of [COMPANY] under future written customer service agreements (“Customer Service Agreements”) executed by and between the Company and said third parties. The form of Customer Service Agreement shall be substantially in the form attached hereto as Exhibit B to this MSA. For the purposes of this MSA, the term “Customer” means that particular counter party or customer referenced in a Customer Service Agreement for which Services are or may be required.

This MSA does not obligate the Service Provider to perform the Services or accept each such Customer Service Agreement. However, any Customer Service Agreement executed by the Company and thereafter accepted by the Service Provider pursuant to Section 5 below shall be subject to the terms and conditions of this MSA, except to the extent expressly agreed otherwise by the Company and the Service Provider in a written amendment or modification of this MSA signed by both parties. Any such amendment or modification of this MSA which by its terms applies only to particular components of the Services or to a particular Customer Service Agreement or Customer shall not apply to any other Services or to any other Customer Service Agreements or Customers, and the parties’ entering into such amendment or modification shall not be construed so as to result in a waiver of either parties’ rights, or so as to estop either party from asserting its rights, under this MSA with respect to any other Services or any other Customer Service Agreements or Customers.