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Cooperation Contract

Contract for Cooperation with the Government of the XX Municipality and AGT Anlagenvertrieb GmbH for the purposes of the Utilization of Biomass at 1 (one) Site in [City], in the XX Municipality (as determined by the XX Municipal Government). There shall only be one (1) site utilized by AGT LTC Technology and its operating company. We, the signatories, on this ….. day of January, 2008 [Name of] Regent [or Vice-Governor] of the XX Municipality , Address:…………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………… Receives full authorization on the basis of [Declaration, Government Letters etc.] in the XX Municipality, and has the full legal authority to sign this Contract, and is therefore designated as PARTY I, representing the Government of the XX Municipality. PARTY II., AGT Anlagenvertrieb GmbH [AGT hereinafter], represented by Mr Manfred Lenzi, Managing Director and legal representative of AGT Anlagenvertrieb GmbH, is authorized by said Company to sign this Contract. If parties are mentioned in this Contract it will always refer to BOTH PARTIES, unless otherwise specified. All parties in the following agree to cooperate in order to utilize Biomass, growing freely in the wild, as well as planted for specific use, and to convert this Biomass into electricity or biofuel. The Cooperation Contract is provided in English and will be regulated in the para-graphs following.

In case of translation, and should any interpretive difficulties arise, the reference language will always be English.

§ I. Aim & Intent

1. The processing of Biomass for the generation of high-grade electricity or biofuels and by-products will benefit the well-being of the people of the XX Municipality and will be achieved under the aspect of economic feasibility.

2. The 1 (one) Biomass processing AGT LTC Plant, which has a capacity of 25 Tonnes per hour, should only utilize the biomass that has the highest calorific value (Hu or burn value) available, which will be harvested from naturally growing fields, or be planted specifically. Biomass will be serving as input (feedstock). 3. BOTH PARTIES agree that all the provisions of this Contract are irrevocable after signing, and build the foundation of PARTY II.’s 100% financing of the AGT LTC Project. 4. AGT & Financing Company will hold 85% of the Foreign Company’s Shares. 15% will be ceded to a liaison company designated by the XX Municipal Government.

§ II. The Objective of Cooperation 1. The conversion of Biomass and the generation of high-grade electricity and/or biofuels are provided by patented AGT LTC (Low-Temperature Conversion) Technology. 2. The LTC Waste-Conversion plant and all operational and concomitant installations are operated by an AGT Foreign Investment Company (to be established), in cooperation with respective local authorities (under the supervision of the XX Municipal Government) in the application of said LTC Technology. 3. The Drafting of a Biomass Delivery & Utilization Plan, in order to optimize the biomass delivery to the AGT plant and the conversion process. 4. Educational and Awareness Campaign for those residing in the vicinity of the AGT plant.

§ III. Description of Technology

Description of the patented LTC Method can be found in the Appendix.

§ IV. Period of Validity of Contract 1. Period of validity commences with the official commissioning of the AGT LTC plant, and is thereafter irrevocably valid for a minimum of 25 years. 2. All periods of validity and term-times which are mentioned in this document relate to a period of 25 years after first commissioning of the AGT LTC plant, unless specifically indicated otherwise. 3. After 25 years, PARTY I. has the duty to offer to PARTY II. an extension of the Contract, in writing, which may then lead to a new Contract between the parties.

§ V. Rights & Duties of BOTH PARTIES: 1. PARTY I. is the only PARTY which has the right to deliver Biomass from designated areas in the XX Municipality with a minimum of 475 Tonnes a day [Analyses are needed in due course, in order to estimate the current value in Year 2008] and maximally 630 Tonnes [Analysis needed] per day, with the relevant composition/burn values, to the AG LTC plant. 2. If the local Biomass is less in volume than specified in Point 1, PARTY II. has the right to receive compensation, which is based on the conditions which are outlined in the Sections ”Specific Rules & Additions” to this document. 3. PARTY II. has the following rights: a) To provide the management of the AGT LTC plant and local operating

company.

b) To build the plant and locate it on a site provided by PARTY I., with a minimum size of 3 (three) hectares, without any additional costs.

c) To receive an Investment (Protection) Guarantee for the building and commis- sioning of the AGT LTC plant for 25 years after commissioning of operations.

d) To receive irrevocable permits and licenses for all relevant building works and extensions and operational licensing, in particular in relation to the AGT LTC Biomass Conversion Plant. e) All required irrevocable authorizations and permits for this project have to be presented at the signing of the Cooperation Contract with PARTY II. by PARTY I, or at least within 6 months after signing. 4. PARTY I. has the duty:

a) To make available 3 (three) hectares of land for all needs in relation to the AGT LTC Conversion Plant to AGT’s operating company for the full validity of the Contract period. If additional hectares are needed [additional plants, etc.], such will be depicted in the Appendix.

b) To provide all Building and plant operational premises’ permits and licenses, and permits of a different kind, which are necessary for the AGT LTC plant operating in the XX Municipality under Government guidelines and regulations, and to make these irrevocable and available at the signing or at the latest 6 months after the signing of the Cooperation Contract to the Operating Company.

c) To make available a suitable foundational structure for the land needed to place the LTC Conversion plant, as well as infrastructure, transformer station, power-supply, and a water drain connection according to plan.

d) To provide a Standard Reinsurance Contract to safeguard the Supply and Off-taker Contracts (Standard AVAL Requirements). Such will be regulated in a separate Contract and will be made available to the Operating Company.

e) To provide the Supply and Offtaker Sub-Agreements within three (3) months of the establishment of an Operating Company.

f) To provide an LOI for the later Offtaker Agreement as soon as possible after the signing of this Cooperation Contract.

g) To assist in the sale of the produced energy to PLN - State Power Company -, or, in the case of biofuel, to assist in the sale of biofuel to Offshore Companies (whichever applies). In the event of electricity production, the securing of the Offtaker-Contract with the State Power Company has to be presented at the signing or has to be achieved at a favourable rate within 6 months after the signing of the Cooperation Contract.

5. Duties of PARTY II.: a) To build the LTC plant so that it can produce electricity or biofuel, as agreed. The LTC plant has the following characteristics:

The AGT LTC plant and all buildings relating thereto cannot be in breach of any regional laws, and are allowed to be operative only on the basis of the current law.

1) To provide Biomass-Sorting Plant, Gasification Plant, Power Generation Unit, etc.

3) To provide additional technical detail for infrastructure, transformer station, power-supply, mission-bunker in front of the LTC plant — according to AGT planning. 4) To provide “switch gear”. b) PARTY II. is bound to commence, within the first six months of contract-signing, a PR-motivated ground-breaking ceremony on the designated site made available for the AGT LTC plant, as well as initiate various PR-effective building activities on said site [e.g. land-clearing of the said 3 (three) hectares site, asphalting of ground, establishing sanitary facility, etc.]. Costs for this activity are borne by PARTY I. c) Has to maintain the LTC plant, and assume all responsibilities relating thereto. d) To minimize possible negative side-effects of the LTC plant as much as possible. e) To make work available for the local population, as far as possible, and according to skills; and to provide ongoing technical education for the workers [See Appendix: “AGT 3-in-1 System”].

§ VI. Rehabilitation of the Immediate Vicinity 1) BOTH PARTIES agree to make special programs for the education of the citizens available, via a [to-be-founded] “XX Municipal Foundation” [or other name, as stipulated by the XX Municipal Government], in order to increase the quality of life of the LTC plant’s immediate vicinity. BOTH PARTIES should also conduct educational programs under the leadership of the XX Municipal Government. 2) BOTH PARTIES build an instrument in order to ascertain every year the quality improvements concerning the environment in the LTC plant’s immediate vicinity [and every three years, these results will be published].

§ VII. Security BOTH PARTIES work together in order to guarantee optimal operational aspects of the LTC plant and its housing structures.

§ VIII. Force Majeure In the event of a Force Majeure, BOTH PARTIES share the responsibility in equal parts.

§ IX. Termination of Contract The Cooperation ceases if: a) Within twelve (12) months of this contract having been signed, the manufacturing of the AGT LTC plant has not yet commenced in Austria or elsewhere by AGT or any of its Partner Companies. b) The 25 years of the LTC plant’s operation has concluded and in the meantime no Contract extension has occurred. c) PARTY II has been declared bankrupt by a court-of-law.

§ X. Conciliation & Arbitration Procedures

1) In case of any dispute, BOTH PARTIES will attempt to resolve their differences without taking recourse to courts-of-law.

2) If a dispute cannot be resolved outside the mechanism of courts, the matter will be moved to an independent arbiter. The place of resolution is the ICC (Inter- national Chamber of Commerce--http://www.iccwbo.org/court/arbitration/). Both PARTIES will in that case accept the judgment of the ICC without reservation.

§ XI. Other

1) PARTY I declares, with the signing of this Contract, towards PARTY II, that there

are presently non-existing Cooperation Contracts with THIRD PARTIES whatsoever regarding the utilization of Biomass in the XX Municipality in order to generate electricity and/or biofuel. PARTY I additionally declares, with the signing of this Contract, towards PARTY II, that the designated Biomass Conversion Site in the XX Municipality is presently free and unencumbered of any Cooperation Contract with THIRD PARTIES whatsoever [or, if a other site is nominated by the XX Municipal Government, to make a declaration in respect of such site].

2) All matters not mentioned in this Contract (e.g. technical extensions) will be regulated in a separate Contract. 3) This Contract becomes effective when it has been signed by BOTH PARTIES (with date).

§ XII. Salvatorian Clause Should a provision of this Contract be invalid or become invalid or should this Contract contain an omission, then the legal effect of the other provision shall not thereby be affected. Instead of the invalid provision a valid provision is deemed to have been agreed upon which comes closest to what the parties intended; the same applies in the case of an omission.

§ XIII. Addendum If there are any changes or extensions to this Contract, which have not been mentioned in this Contract, they will be subject to relevant appendices, which in turn become part of this Contract.

SPECIFIC RULES & ADDITIONS

Contract for Cooperation with the Government of the XX Municipality and AGT Anlagenvertrieb GmbH for the purposes of the Utilization of Biomass at 1 (one) Site in [City], in the XX Municipality (as determined by the XX Municipal Government). There shall only be one (1) site utilized by AGT LTC Technology and its operating company. We, the signatories, on this ….. day of January, 2008 [Name of] Regent [or Vice-Governor] of the XX Municipality , Address:…………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………………… Receives full authorization on the basis of [Declaration, Government Letters etc.] in the XX Municipality, and has the full legal authority to sign this Contract, and is therefore designated as PARTY I, representing the Government of the XX Municipality. PARTY II., AGT Anlagenvertrieb GmbH [AGT hereinafter], represented by Mr Manfred Lenzi, Managing Director and legal representative of AGT Anlagenvertrieb GmbH, is authorized by said Company to sign this Contract. If parties are mentioned in this Contract it will always refer to BOTH PARTIES, unless otherwise specified. All parties in the following agree to cooperate in order to utilize Biomass, growing freely in the wild, as well as planted for specific use, and to convert this Biomass into electricity or biofuel. The Cooperation Contract is provided in English. In case of translation, and should any interpretive difficulties arise, the reference language will always be English.

§ I.

Paragraph I. explains, once again, the cooperation between the PARTIES as well as the special regulations and appendices in the following sense:

A) Additional Regulations pursuant to § V Sub-Section 1:

If PARTY I. delivers more than the contractually stipulated maximum, PARTY II. is not obliged to take this Biomass for conversion purposes.

B) Special Regulations pursuant to § V. Sub-Section 2:

a) PARTY I. is covenanted to pay compensation to PARTY II. if there is any shortfall in the contracted supply of unsorted Biomass, and this leads to a sustained impairment of the operational capacity of the AGT LTC plant. b) The claim for damages is 80% of the otherwise expected energy yield which would have been passed on to the State Power Company, or, in the case of biofuels, to biofuel buyers, plus penalty provisions which are in accord with [to-be-signed] State Power Company contracts, or Offshore contracts.

C) Special Regulations pursuant to § V, Sub-Section 4 a: a) PARTY II. has immediately after the signing of this Contract the right to receive a minimum of 3 (three) hectares of land without incurring any charges whatsoever [to be regulated via a Sub-Contract in due course]. b) In the event that more than 3 (three) hectares of land is needed by AGT, PARTY II. can receive from PARTY I. more land free-of-charge, provided this extension of land can be justified [written reasoning, formally submitted by AGT to the XX Municipal Government].

§ II. This Contract becomes effective when it has been signed by BOTH PARTIES (with date).

§ III. Salvatorian Clause Should a provision of this Contract be invalid or become invalid or should this Contract contain an omission, then the legal effect of the other provision shall not thereby be affected. Instead of the invalid provision a valid provision is deemed to have been agreed upon which comes closest to what the parties intended; the same applies in the case of an omission.