Investment Project Agreement

INVESTMENT PROJECT AGREEMENT

This Investment Project Agreement (the Agreement) is made as of by and between:

RECITALS

WHEREAS, Investor has agreed to provide capital for the development and operation of the project known as (the Project) on the terms set forth in this Agreement;

WHEREAS, Sponsor has represented that it has the authority, expertise and legal right to undertake, manage and operate the Project and to accept investment from Investor; and

WHEREAS, the parties desire to set forth the terms and conditions under which Investor will make the investment and Sponsor will undertake the Project.

SCOPE OF WORK

Sponsor shall perform, manage and deliver the work described below in a professional and workmanlike manner in accordance with industry standards. The scope shall include project planning, permitting, construction oversight, financial reporting, and other tasks necessary to complete the Project.

PAYMENT TERMS

Investor shall provide capital to Sponsor in accordance with the following terms:

All disbursements are subject to Sponsor's delivery of required certificates, permits and documentation reasonably requested by Investor. Sponsor shall provide monthly financial statements and milestone reports as set forth in the Payment Schedule.

TERM AND TERMINATION

This Agreement commences on and shall continue in effect until unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within the notice period specified above. Termination shall not relieve either party of obligations accrued prior to termination nor affect any rights that by their nature survive termination.

CONFIDENTIALITY

Each party acknowledges that during the performance of this Agreement it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in any form that is designated as confidential or that a reasonable person would understand to be confidential.

The receiving party shall: (a) hold Confidential Information in confidence using no less than the same degree of care it uses to protect its own confidential information; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to employees, agents or professional advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those herein. Confidential Information shall not include information that is: already known to the receiving party without obligation of confidentiality, becomes publicly available through no fault of the receiving party, or is independently developed by the receiving party without reference to the disclosing party's Confidential Information.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations. Sponsor represents that, to the best of its knowledge, there are no material liabilities or legal impediments that would prevent the Project from proceeding as described. Each party agrees to indemnify and hold harmless the other party from claims, losses or damages arising from the indemnifying party's breach of this Agreement, negligence or willful misconduct.

MISCELLANEOUS

Assignment. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except that Investor may assign its rights to an affiliate or in connection with financing.

Amendment. This Agreement may be amended only by a written instrument signed by both parties.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the courts located in that State for any disputes arising out of this Agreement.

ENTIRE AGREEMENT

This Agreement, including any schedules and exhibits attached hereto and any written attachments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

NOTICES

Notices given under this Agreement shall be in writing and delivered to the addresses above or such other address as either party may designate in writing, and shall be deemed received upon delivery if by hand, one business day after delivery if by overnight courier, or three business days after deposit in the United States mail, first-class, postage prepaid.

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