**Exhibit 10.30**   Contract No.                      PHOTOVOLTAIC Project**MASTER FINANCIAL ASSISTANCE AGREEMENT**     THIS MASTER FINANCIAL ASSISTANCE AGREEMENT (“Agreement”) is entered into as of **August 20, 2007**(“Effective Date”), by and between CONNECTICUT INNOVATIONS, INCORPORATED, a specially charteredConnecticut corporation acting solely as the administrator of the CONNECTICUT CLEAN ENERGY FUND(“the CCEF”), a renewable energy investment fund created by Section 44 of Public Act 98-28, “An ActConcerning Electric Restructuring”, codified as Connecticut General Statutes (“CGS”) Section16-245n, having a place of business at 200 Corporate Place, Rocky Hill, Connecticut 06067, andCRYSTAL ROCK LLC/VERMONT PURE HOLDINGS, LTD (“Owner”) a Connecticut corporation having a place ofbusiness at 1050 Buckingham Street, Watertown, CT with each referred to herein as a “Party”, andcollectively as the “Parties”.**BACKGROUND**     **WHEREAS**, in accordance with a comprehensive plan developed by the CCEF to foster the growth,development and commercialization of renewable energy sources and related enterprises, and tostimulate demand for renewable energy and deployment of renewable energy sources that serve end usecustomers in the State of Connecticut, CI has determined that it is in keeping with CGS Section16-245n for the CCEF to fund certain commercial activities that support projects involving the useof Photovoltaics for power production;     **WHEREAS**, pursuant to a Request for Proposal (“RFP”) dated December 26, 2003, as amended,regarding the CCEF’s photovoltaic initiative program, Owner submitted a proposal for financialassistance for the procurement and installation by Owner of certain photovoltaic power generatingEquipment to be installed at Owner’s Facility located at 1050 Buckingham Street, Watertown,Connecticut (“Project”); and     **WHEREAS**, after a careful review of Owner’s proposal, CI has agreed to provide a monetarygrant to Owner in an amount not-to-exceed $1,287,677 plus the Southwest Connecticut Premiumproduction incentive (“SWCT Premium” — see Section 1.1.4) for the procurement and installation ofPhotovoltaic power generating equipment (“Equipment’) for the Project under the CCEF’s On-SiteDistributed Generation Program;     **NOW, THEREFORE**, in consideration of the mutual promises herein contained, the Parties herebyagree as follows:**1.****FUNDING****.**     **1.1 Grant.**CI shall provide a grant to Owner in the aggregate amount not-to-exceed$1,287,677 ( “**Grant**”) subject to the terms and conditions of this Agreement, which will be payableto Owner as follows: 1.1.1 Initial Grant Payment. CI will pay Owner fifty percent (50%) of theGrant after the delivery to Owner site of all equipment identified in Schedule A(“Project Details”) incorporated into this Agreement by this reference. Payment will be
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   Contract No.                      PHOTOVOLTAIC Project   madeto Owner within ten (10) business days of delivery to CI of a letter substantially inthe form of Appendix I (Equipment Delivery to Site) of this Agreement attesting tothe delivery to Owner’s site of all Equipment and including appropriate documentationof delivery of said Equipment.  1.1.2 Interim Grant Payment. CI will pay Owner forty percent (40%) of theGrant on the date on which the Equipment has been installed, tested by Owner, andaccepted by Owner (the “Commissioning Date”), but only if all of the followingrequirements shall have been met at time that CI’s pays forty (40%) of the Grant: 1.1.2.1 The Equipment and its operation shall comply with all of the details andspecifications set forth in this Agreement;  1.1.2.2 Owner has provided CI with supporting documentation regarding the Equipmentand installation of said Equipment, including but not limited to manufacturer’swarranties and satisfactory inspection and test reports;  1.1.2.3 CI has received an “Inspection Report” from an independent engineer selectedby CI stating that the Equipment has been installed at the Project Site inaccordance with the manufacturer’s instructions and all applicable coderequirements, has been tested, is operational and is capable of power generationin substantially the amounts projected in Schedule A;  1.2.2.4 Owner has provided CI with all other required documentation, including copiesof all required licenses, approvals, cost reports and test reports, and  1.2.2.5 CI has received from Owner an executed letter substantially in the form ofAppendix II (Equipment Acceptance) attached to this Agreement, certifyingcompletion of the system commissioning and entry into operational service of thegenerating Equipment, and requesting the interim funding. 1.1.3 Final Grant Payment. Six months after the Commissioning Date, CI shallpay to Owner the remaining ten percent (10%) of the Grant only if Owner hasdemonstrated to CI’s satisfaction that the Equipment has produced during such sixmonths on an annualized basis at least seventy percent (70%) of the projected Annual ACProduction and if Owner has provided CI with an executed funding request substantiallyin the form of Appendix III (Form of Funding Request) attached to this Agreement.  1.1.4 Southwest Connecticut Premium Payments. Coincident with the FinalGrant Payment described in Section 1.1.3, a payment of 50% of the total estimatedpremium will be paid, subject to the conditions in Section 1.2 below. The estimatedpremium will be the present value of the estimated annual kilowatt- hours for each year of the system’s expected life multiplied by $0.02, using adiscount rate of 10%.
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   Contract No.                      PHOTOVOLTAIC Project   A second and final payment of the SWCT Premium will be made within one month ofthe documentation to CI’s satisfaction of the first 12 months of kWh production.This final payment will be the difference between the total estimated premiums,adjusted based on the actual first year of operation, and the initial payment.     **1.2 Conditions to Grant Payments.**CI shall have no obligation to provide any portion of theGrant to Owner unless and until all of the following conditions have been satisfied by Owner inCI’s reasonable discretion or have been waived by CI: 1.2.1 The Equipment under this Agreement is installed and tested by Owner’s agentand accepted by Owner;  1.2.2 All of the representations and warranties of Owner set forth in this Agreementare true and correct;  1.2.3 Owner is not in Default; and  1.2.4 Owner has taken proper actions with respect to the Project as CI shall havereasonably requested, including the timely provision of any “deliverables” (see Section2 of this Agreement) due on or before the payment.     **1.3 Waiver;**CI may waive satisfaction of any condition to any payments under this Agreement,but each waiver shall be in writing and no such waiver shall extend to any subsequent Advance.**2.****DELIVERABLES**     **2.1 Deliverables.**Owner agrees to the following deliverables under this Agreement andfailure to provide any of the deliverables shall result in an Event of Default under thisAgreement: 2.1.1 The Project shall be Commissioned, which means the Equipment for the Projectshall be installed, prepared for startup, operationally tested, and fully operating, onor before one year after the Effective Date;  2.1.2 Owner shall provide a final report describing all activity undertaken by Ownerduring the course of the project, summarizing lessons learned, project costs actuallypaid by Owner and an evaluation of the overall success and prospects for completion ofthe project.  2.1.3 Owner, or its assignee(s), shall operate the Project in the State ofConnecticut for at least eight (8) years from the Commissioning date of the Project;
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   Contract No.                      PHOTOVOLTAIC Project 2.1.4 For the commercial life of the Project, Owner shall make available, in realtime, limited operating data from the facility via a Fat Spaniel monitoring system, orequivalent, acceptable to CI;  2.1.5 For the commercial life of the Project, Owner shall provide CI with reasonableaccess to the site for educational purposes, project inspection; public relations orother reasonable purposes;  2.1.6 Owner shall provide proof of any contractor and subcontractor’s insurancepolicies evidencing a minimum of $1,000,000 liability insurance coverage;  2.1.7 For the commercial life of the Project, Owner shall insure the Project andequipment at replacement cost and list CI as an additional loss payee;  2.1.8 For the commercial life of the Project, Owner shall provide prominent andvisible signage at the project site and acknowledgment in all of Owner’s promotionalmaterials recognizing CI’s contribution to the project in a form acceptable to CI.  2.1.9 Owner shall invite a CI or the CCEF representative to a “kickoff” meeting whenOwner begins project-specific activity.  2.1.10 If requested by CI, Owner shall conduct periodic project status meetings with meetingminutes and action items written up and sent to CI.  2.1.11 For the commercial life of the Project, Owner shall provide annual reports to CIregarding the economic and technical performance of the project.     **2.2 Failure to Deliver**. The failure to deliver any of the deliverables in Section 2.1 of thisAgreement shall be an Event of Default and CI will be entitled to all remedies under Section 5.2 ofthis Agreement.**3.****REPRESENTATIONS AND WARRANTIES** **3.1** **Of Owner**. Owner represents and warrants to CI as follows:  3.1.1 Owner is a corporation, duly organized and validly existing under thelaws of its jurisdiction of organization and, if not organized under the laws of theState of Connecticut, duly authorized to transact business in the State of Connecticut,with all requisite power and authority to (i) develop the Project, install, own andoperate the Equipment; and (ii) enter into and perform this Agreement, and to incur theobligations herein provided. The execution, delivery and performance by Owner of thisAgreement have been or will be duly authorized and approvedby all necessary governmental authorities or other third parties and do not and willnot violate Owner’s organizational documents or any applicable law or any agreementor instrument to which Owner is a party or by which it is bound or by which any ofits properties may be affected. This Agreement is the legal, valid
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   Contract No.                      PHOTOVOLTAIC Project   and bindingobligation of Owner, enforceable against it in accordance with its terms. 3.1.2There are no actions, suits or proceedings pending, or to its knowledge, threatenedagainst Owner that could reasonably be expected to affect the Project before anycourt or other governmental authority or before any arbitrators. 3.1.2 All information furnished or to be furnished by Owner pursuant to the termshereof will not, at the time the same is furnished, contain any untrue statement of amaterial fact and will not omit to state a material fact necessary in order to make theinformation so furnished, in the light of the circumstances under which suchinformation is furnished, not misleading.  3.1.3 Owner’s Proposal accurately reflects all material costs and expenses expectedto be incurred in connection with the Project, and accurately reflect the anticipatedtime period for the implementation of each material part of the Project;  3.1.4 Owner is making reasonable efforts, to obtain all governmental approvalsnecessary for the Project , and to the best of Owner’s knowledge and belief, no stateof facts exists that would make it impossible or impractical to obtain any governmentalapprovals necessary for the construction, sponsorship, operation and/or maintenance ofthe Project, as currently planned;  3.1.5 The Equipment for the Project meets all of the requirements set forth in theRFP resulting in this Agreement;  3.1.6 The Equipment for the Project is of a size, design, capacity and manufactureselected solely by Owner; and  3.1.7 Owner has selected the Equipment based on its own judgment, and expresslydisclaims reliance on any statements made by CI or its agents relating thereto.  3.1.8 Regarding certain State contracting matters: 3.1.8.1 Neither Owner nor any Related Party has provided to any employee of CI on orafter July 1, 2005, any items of value for which full payment has not beenmade.  3.1.8.2 In connection with the application for, and solicitation and award of, thefinancial assistance provided pursuant to this Agreement, neither Owner nor anyRelated Party committed any violation of the Connecticut Code of Ethics forPublic Officials and Lobbyists, Chapter 10 of the GeneralStatutes (the “Code of Ethics”) or intentionally and knowingly violated anyapplicable requirement of the request for proposals or other applicablelaw.  3.1.8.3 Neither Owner nor any Related Party has been found to have violated the
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   Contract No.                      PHOTOVOLTAIC Project   Code of Ethics or Section 4a-100 of the General Statutes, or has been suspendedor disqualified from bidding on contracts with the State of Connecticut or anydepartment, agency or quasi-public agency thereof. **3.2** **Of CI**. CI represents and warrants as follows:  3.2.1 CI represents and warrants to Owner that it has all requisite power andauthority to enter into and perform this Agreement and the obligations herein provided.The execution, delivery and performance by CI of this Agreement has been or will beduly authorized by all necessary Federal, State and local agencies and boards and doesnot and will not violate any Law (including without limitation CGS Section 16-245n) orany agreement, instrument or evidence of indebtedness to which CI is a party or bywhich it is bound or by which any of its properties may be affected. This Agreement isthe legal, valid and binding obligations of CI, enforceable against it in accordancewith its terms.  3.2.2 CI neither makes nor shall be deemed to have made any warranty orrepresentation, express or implied, concerning the Project or Equipment, including,without limitation, any warranty or representation as to design, quality, capability,title or condition or as to merchantability or fitness for any particular purpose.Owner understands and acknowledges that CI did not select, manufacture or supply theEquipment. Owner will look solely to the manufacturer for delivery of the Equipment.Owner hereby waive any claim (including any claim based on strict or absolute liabilityin tort) either might have against CI for any loss, damage (including incidental orconsequential damage) or expense caused by the Project or the Equipment.**4.****COVENANTS**.     **4.1 Covenants of Owner**. Until the eighth anniversary of the Commissioning Date, Owner agreesas follows: 4.1.1 Status and Location. Owner shall maintain its legal existence in itsjurisdictions of organization with authority to transact business in the State ofConnecticut.  4.1.2 Commissioning Date. Owner shall diligently cause the Commissioning Date tooccur as shown in Schedule B (Project Schedule), but in any event, no later than oneyear from the Effective Date, and use its best efforts to acquire, preserve and protectall of the rights, interest and properties necessary for the Project. Owner shallinstall the Equipment, or cause the Equipment to be installed, in a mannerconsistent with any installation manual prepared by the manufacturer or supplier ofthe Equipment. Owner shall notify CI immediately of the occurrence of any event orcontemplated action (including the threat and/or commencement of any legalproceedings) which could have a material adverse effect on the Project (including amaterial deviation from the specifications set forth in Schedule A),
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   Contract No.                      PHOTOVOLTAIC Project   together with arecommended course of action.  4.1.3 Operation of Project. Owner shall maintain the Equipment at the Project Siteand shall use and operate the Equipment solely to meet Owner’s energy needs. Ownershall (a) operate the Equipment in accordance with the supplier’s or manufacturer’sinstructions, consistent with warranty and insurance requirements; and (b) maintain theEquipment in good repair, working order and condition and make all needed and properrepairs, renewals, replacements, additions or improvements thereto and immediatelynotify CI of any event causing loss or depreciation in the value of the Equipment.Without limiting the generality of the foregoing, Owner shall use commerciallyreasonable efforts to ensure that the Equipment is operated for its intended purposefor at least eight (8) years from the Commissioning Date. Owner shall not take anyaction to replace, retrofit, upgrade or otherwise materially alter the Equipmentwithout the prior written consent of CI, which shall not be unreasonably withheld.     **4.2 Access to and Public Notice of Information.**The following obligations of Owner shall notterminate for the life of the Project: 4.2.1 Except as set forth in the next sentence, CI shall have the right to collect,review, analyze, utilize and disseminate to third parties and the public allinformation relating to the Project, including data directly related to the Project’seconomic, social and operational benefits, as well as Equipment performance,installation costs and operating costs. Owner shall obtain the authorization, in anyapplicable contract or otherwise, of each such Person furnishing reports with respectto the Project to specifically allow CI to rely on such reports and work product, touse it for other purposes and to disseminate it to third parties; provided, however,the Person supplying such reports and work product (i) may limit its liability withrespect to the reuse thereof for purposes unrelated to the Project and (ii) mayrestrict, subject to applicable law (including the Freedom of Information Act), CI’spublic disclosure of any non-public confidential and/or proprietary information ortrade secrets by conspicuous written indication of such restriction at the time ofdisclosure. Without limiting the generality of the foregoing, CI shall be entitled toaccess to, and the right to obtain and use copies of, all operation, maintenance andsimilar data relating to the Equipment.  4.2.2 In connection with the terms and conditions of this Agreement, Owner shalldescribe the Photovoltaic system and make all real-time and historical operatinginformation with respect to the Project available to CI, including operating hours,power output, and any other available operating data reasonably requested by CI,through the installation and continued operation of an energy monitoring system suchas Fat Spaniel or an equivalent system acceptable to CI. In addition, Owner shallfacilitate a hyperlink between its web site, CI’s web site and any other web sitesas CI may reasonably request.     **4.3 Compliance with Laws**. Owner shall comply with all applicable laws affecting
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   Contract No.                      PHOTOVOLTAIC Projector applicableto the Project. Without limiting the generality of the foregoing, Owner shall timely secure,preserve, renew and maintain all governmental approvals and its material private rights andlicenses relating to the Project. Promptly upon the issuance thereof, Owner shall furnish to CI acopy of all governmental approvals issued, and actions taken, by any governmental authority withregard to, or otherwise affecting, the Project.     **4.4 Replacement of Equipment**. Owner may replace items of the Equipment that Owner determinesare not working properly or operating efficiently if (i) Owner notifies CI of the proposedreplacement at least thirty (30) days in advance of such action and CI does not reasonably objectto such replacement, and (ii) such replacement occurs in accordance with applicable law.     **4.5 Payment of Obligations**. Owner shall pay and discharge all lawful claims and demandswhatsoever, including trade obligations, arising in connection with, and/or relating to, theProject; provided, however, that the payment of any obligations may be postponed so long as theyare being diligently contested in good faith and by appropriate proceedings, appropriate reserveshave been provided therefor by Owner, and no lien is placed on the Equipment in connection withsuch contest. Owner shall defend the Equipment against all claims and demands of any party at anytime claiming any interest therein.     **4.6 Insurance.**Owner shall maintain fire, extended coverage and other hazard insurancepolicies with respect to the Equipment, in amounts not less than the replacement value of theEquipment, and shall maintain liability insurance in form and amount reasonably satisfactory to CI.Each policy of insurance shall (a) include a clause that it cannot lapse or be canceled ormodified except upon at least (30) days’ prior written notice to CI; and (b) be issued by a companylicensed to provide such insurance in the State of Connecticut and reasonably acceptable to CI.     **4.7 No Corrupt Practices**. Owner shall not pay, offer or promise to pay, or give any money oranything of value, directly or indirectly, to any party involved with the Project, any officer oremployee of a governmental authority, or to any political party or candidate for political officefor the corrupt purpose of inducing any such party, official, political party or candidate tomisuse its position or to influence any act or decision of a governmental authority in order toobtain, retain or direct business to or otherwise influence a decision in favor or for the director indirect benefit of Owner, in violation of any applicable law.     **4.8 Program Compliance**. Owner shall comply with the reasonable requirements of the Program,provided that they shall not be required to take any action or refrain from taking any action thatwill adversely affect the operation and/or long-term viability of the Project.     **4.9 Financial Management Systems**. Owner shall keep a full and complete account of all Projectcosts. Owner also shall maintain complete books, records, and financial management systems for theProject reasonably acceptable to CI until three years from the Commissioning Date. Such systemsshall provide: (a) accurate, current and complete disclosure of the financial activity relating tothe Project, (b) separate accounting for Project funds from other activities and accounts of Owner,(c) effective control over and accountability for all
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   Contract No.                      PHOTOVOLTAIC ProjectProject funds, property and other assets, (d)comparison of actual outlays for Project costs with budgeted amounts, and (e) accounting recordssupported by source documentation. All of such systems shall be subject to audit by CI, at theelection of CI and at its expense.     **4.10 Reports**. Periodic reports on the technical and economic performance of the Project shallbe provided by Owner to CI as described in this Agreement quarterly. The reports shall includemonthly electric bills for the CL&P Electric Meter, which has the Photovoltaic system installed onit.     **4.11 Access to Project Site.**Owner shall provide reasonable access to the site foreducational purposes, case study development, project inspection; public relations or otherreasonable purposes to individuals or ups designated by CI.     **4.12 Class I Renewable Energy Credits**. Owner shall be entitled to all Class I RenewableEnergy Credits (“RECs”) produced by the Project, but may share ownership as indicated on ScheduleA (Project Details) and CI shall be entitled to all other environmental attributes or creditsproduced or associated with the Project during the life of the Project including but not limited togreenhouse gas credits, emissions credits, tradable carbon credits, and all other types of tradableemission reduction commodities however named that are presently known or designated or created inthe future.     **4.13 Interconnection**. At least thirty (30) days prior to the delivery of the Equipment to theProject Site, Owner shall ensure the appropriate interconnection of the Equipment to any utilityservice providers responsible for the provision of electricity, gas and telecommunications servicesto the Project.     **4.14 Indemnification**. Owner agrees to indemnify CI, the CCEF, and their respective officers,directors, employees, agents and affiliates against, and defend and hold each of them harmless,from any and all claims or liabilities related to or arising in any manner from this financing orthe Project other than claims or liabilities resulting primarily from the negligence or willfulmisconduct of CI.     **4.15 Education and Outreach**: Owner shall cooperate with CI’s marketing and outreachactivities as agreed to in the “Deliverables” terms and as stated below: 4.15.1 Subject to approval as to form by CI, Owner shall acknowledge the CCEF’s financialassistance pursuant to this Agreement in Owner’s promotional materials, signage at theProject Site and on their web sites to the effect of **“This cleanenergy project was made possible by the support of the Connecticut Clean EnergyFund.”**  4.15.2 Owner shall issue press releases and seek out periodicals interested in publishingarticles mentioning the Project  4.15.3 Owner shall host a “dedication” event to be coordinated with CI to be attended bysuch persons as CI may reasonably request
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   Contract No.                      PHOTOVOLTAIC Project 4.15.4 Owner shall arrange for public access to the Project Site at such times as CI mayreasonably request, at least annually, subject to facility availability  4.15.5 Owner shall participate annually if requested by CI in a meeting or workshoppromoting photovoltaic technology and imparting information developed from the Project.  4.15.6 CI and Owner agree to discuss collaboration, on a voluntary basis, on other projectsor programs that may be reasonably suggested by either party, and which are consistentwith the objectives of both organizations, to jointly promote employee or communityparticipation in other clean energy projects or outreach/ educational programs.Examples of such projects or programs include: 4.15.6.1 Encouraging enrollment in the CTCleanEnergyOptions program offered to allcustomers of CL&P and UI  4.15.6.2 Publicizing practicable renewable energy and energy conservationtechnologies and encouraging employees and others in the localcommunity to implement them  4.15.6.3 Directly supporting renewable energy generation through the purchaseof Renewable Energy Credits, offsetting a percentage of electricity use  4.15.6.4 Publicizing “green” activities (including this project) or programs thatmay be of interest to each other’s constituencies on each other’swebsites, newsletters or other media, as appropriate. 4.15.7 Owner shall add information to the Owner’s Website regarding the economic savings andavoided pollutants resulting from this Project.  **4.16** **Advertising**.  4.16.1 Neither party nor its subcontractors or agents shall use in any advertising or salespromotion, any endorsements, direct or indirect quotes, or pictures that implyendorsement by the other party or any of its employees without such party’s priorapproval.  4.16.2 Owner will submit to CI and CI will submit to Owner, for review, prior topublication, all press releases relating to the Project that mention or display oneanother’s name and/or marks or contain language from which a connection to said nameand/or marks may be inferred or implied. Nothing herein, however, shall be construedas preventing either party from publicly stating the fact that it has executed thisAgreement with the other party.  4.16.3 Nothing in this Agreement shall grant, suggest, or imply any authority for one
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   Contract No.                      PHOTOVOLTAIC Project   partyto use the name, trademarks, service marks, logos, or trade names of the other party inany advertising, press releases, publicity matters, marketing and/or promotionalmaterials or for any other commercial purpose without prior approval from such otherparty.     **4.17 Information and Inspection**. Owner shall allow CI on at least one occasion in each fiscalyear, and more frequently upon the occurrence of an Event of Default by Owner under this Agreement,upon reasonable notice, to inspect Owner’s financial records, properties and assets comprising theproject under this Agreement.   **5. ****DEFAULT AND REMEDIES**     **5.1 Default by Owner.**The occurrence of any one or more of the following events shallconstitute an event of default by Owner (an “Event of Default”): 5.1.1 Failure to commence construction of the Project within three months from thedate of this Agreement and failure to diligently prosecute completion of the Project;  5.1.2 Owner significantly deviates from the scope of work for the Project as setforth in Schedule A, in the reasonable judgment of CI, and fails to correct suchdeviation within thirty (30) days after written notice from CI;  5.1.3 Any warranty or representation of Owner in this Agreement is incorrect in anymaterial respect;  5.1.4 Owner is in default of any of its Covenants under this Agreement and suchdefault continues unremedied for thirty (30) days after written notice from CI; or  5.1.5 Bankruptcy, reorganization, receivership, insolvency or liquidationproceedings, or other proceedings under similar law for the relief of debtors areinstituted by or against Owner, and, if instituted against it, are allowed against itor are consented to by Owner or are not dismissed within sixty (60) days afterinstitution.  5.1.6 Owner and/or Owner fail to provide one or more of the deliverables underSection 2.1 of this Agreement.     **5.2 Remedies upon Event of Default.**Upon and after the occurrence of an Event of Default, andOwner does not remedy the default within (90) days, CI may terminate any obligation on its part toprovide any further funding to Owner under this Agreement and may seek all other remedies availableto it at law and in equity, including, upon and after the occurrence of an Event of Default,repayment by Owner to CI of the total grant amount received from CI plus interest from the date ofGrant disbursement.     **5.3 Security Interest.**
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   Contract No.                      PHOTOVOLTAIC Project     5.3.1 To secure prompt and complete payment and performance of the Obligations (as definedbelow), Owner hereby pledges, assigns, transfers and grants to CI, as agent and administrator ofCCEF, a continuing security interest, which shall be subordinated to all existing subordinate debtand any existing or future bank debt In connection therewith, Owner hereby represents and warrantsthat it is a corporation/limited liability company/other legal entity dulyorganized/incorporated/formed, validly existing and in good standing under the laws of the State ofConnecticut, and Owner hereby agrees to take any and all actions that CI may request from time totime by way of obtaining, executing, delivering and filing financing statements, assignments,landlord’s or mortgage’s waivers, and other notices and amendments and renewals thereof, and Ownerwill take any and all steps and observe such formalities as CI may request in order to create andmaintain a valid and enforceable lien upon, and security interest in, the Collateral. CI isauthorized to file financing statements without the signature of Owner and to execute and file suchfinancing statements on behalf of Owner as specified by the Uniform Commercial Code of the State ofConnecticut (the “**UCC**”) to perfect or maintain the security interest granted herein. So long asany Obligations remain outstanding, Owner shall (i) not permit to incur or suffer any loss, theft,substantial damage or destruction of any of the Collateral, and (ii) provide written notice to CIof any change of location of the Collateral or any change in the jurisdiction oforganization/incorporation/formation of Owner within five (5) business days of the occurrencethereof.     5.3.2 As used in this Section 5.3, the following terms shall have the following definitions:          5.3.2.1 “**Collateral**” means all equipment purchased (at any time) by Owner with proceeds of theGrant, including without limitation the Equipment, and any and all accessions and additionsthereto, and any and all replacements and proceeds thereof (including proceeds of insurancepolicies payable by reason of loss of the foregoing).          5.3.2.2 “**Obligations**” means the obligations of Owner (i) to pay to CI any amounts due to CIunder this Agreement, including without limitation the repayment to CI and agent of the CCEF of adollar amount equal to the total amount of the Grant received by Owner plus interest upon and afterthe occurrence of an Event of Default as set forth in Section 5.2 above, and/or (ii) to reimburseCI, on demand, for all of CI’s expenses and costs, including the reasonable fees and expenses ofits legal counsel, in connection with any enforcement of this Agreement, including the securityinterest granted hereunder, and including, without limitation,any proceeding brought or threatened to enforce payment of any of the obligations referred to inthe foregoing.          5.3.2.3 All undefined terms used in this Section 5.3 shall have the meanings for such termsset forth in the UCC, including without limitation the definitions of “proceeds” and “accessions”.     5.3.3 Owner hereby irrevocably constitutes and appoints CI, as agent for the CCEF, and any ofofficer or CI thereof with full power of substitution, as its true and lawful attorney-in-fact withfull irrevocable power and authority in the place and stead of Owner and in the name of Owner orin its own name, from time to time in CI’s discretion, for the purpose of carrying out
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   Contract No.                      PHOTOVOLTAIC Projectthe terms ofthis Section 5.3, to take any and all appropriate action and to execute any and all documents andinstruments which may be necessary or desirable to accomplish the purposes of this Section 5.3.Owner also authorizes CI, at any time and from time to time, to execute, in connection with thesale provided for in Section 5.3.4 hereof, any endorsements, assignments or other instruments ofconveyance or transfer with respect to the Collateral. The powers conferred on CI hereunder aresolely to protect CI’s interests in the Collateral and shall not impose any duty upon CI toexercise any such powers. CI and the CCEF shall be accountable only for amounts that they actuallyreceives as a result of the exercise of such powers, and neither they nor any of their officers,directors, employees or agents shall be responsible to Owner for any act or failure to acthereunder, except for its own gross negligence or willful misconduct.     5.3.4 If an Event of Default shall occur, CI may exercise, in addition to all other rights andremedies granted to CI in this Agreement and in any other instrument or agreement securing,evidencing or relating to the Obligations, all rights and remedies of a secured party under theUCC.     5.3.5 All authorizations and agencies herein contained with respect to the Collateral areirrevocable and powers coupled with an interest.**6.****RELATIONSHIP OF PARTIES; LIMITATIONS**.     **6.1 No Joint Venture.**This Agreement does not create a partnership or joint venture betweenthe Parties. Without limiting the generality of the foregoing, except for the funding contemplatedin the Agreement, CI and the CCEF shall not be liable under any circumstances for the obligationsand liabilities of Owner and/or any other obligations and liabilities arising out of, or relatingto, the activities of Owner, including without limitation, under the Project.     **6.2 Expenses.**Whether or not the transactions contemplated by this Agreement are consummated,each Party shall pay the fees and expenses of its counsel, accountants, other experts, and allother expenses incurred by such Party in connection with the transactions contemplated under thisAgreement, including all expenses incurred by such Party incident to the negotiation, preparationand execution of this Agreement.**7.****ASSIGNMENT.**     **7.1**Except as specified below, the rights and obligations of the Parties to this Agreement maynot be assigned by Owner, and such assignment shall be void, except upon the express writtenconsent of CI, which consent shall not unreasonably be withheld, conditioned, delayed or denied.As a condition of its consent, any person to whom an assignment is made shall be required todemonstrate, to the reasonable satisfaction of CI, that it is capable of fulfilling Owner’sobligations hereunder.     **7.2**Notwithstanding Section 7.1, Owner shall have the right to assign, without the consent ofCI, its rights to any payments received under this Agreement to any bank, insurance company orsimilar financial institution providing financing to Owner, provided that no such
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   Contract No.                      PHOTOVOLTAIC Projectassignment shallrelieve Owner of responsibility or liability for the due performance of this Agreement by itsassignee. CI agrees, upon receipt of a written request from Owner, to make all payments otherwisepayable to Owner under this Agreement to such secured party until Owner or such secured party shallhave delivered to CI a written release and termination of such assignment and CI may conclusivelyrely on such notifications.**8.****TRANSFER OF OWNERSHIP**     8.1 Prior to Owner transferring controlling equity ownership interest of its legal ownershipstructure(s) or the Project or Equipment Owner will provide CI written notice of Owner’s intent totransfer ownership at least one-hundred and twenty days (120) prior to any such transfer. Anyperson or entity to whom a transfer of ownership is made shall be required to demonstrate that itis capable of fulfilling Owner’s obligations hereunder.**9.****TERM; TERMINATION**.     **9.1 Term.**This Agreement shall remain in effect from the Effective Date until the date thatthe Project is decommissioned.     **9.2 Termination.**Either Party (the “**Non-Breaching Party**”) may terminate this Agreement uponwritten notice to the other Party (the “**Breaching Party**”) given after the occurrence of any one ofthe following events: 9.2.1 Any warranty or representation by such Breaching Party proves incorrect in anymaterial respect, and if curable, such misrepresentation continues unremedied forthirty (30) days after written notice from such Non-Breaching Party to the BreachingParty; or  9.2.2 Such Breaching Party defaults in the due observance of any of the covenants oragreements of such Breaching Party set forth in this Agreement, and if curable,such default continues unremedied for thirty (30) days after written notice from suchNon-Breaching Party to such Breaching Party.     **9.3 Remedies.**Except as expressly limited by this Agreement, upon termination of thisAgreement, the Non-Breaching Party shall have all rights and remedies available hereunder, at lawand in equity. The Non-Breaching Party shall not be required to terminate this Agreement toenforce any rights or remedies that it may have at law or in equity.**10.****STATE CONTRACTING OBLIGATIONS** **10.1.** Owner understands and agrees that because the provisions contained in Section 10 mustbe provided in the Agreement as they were originally written under state contractingrequirements, for the purposes of this Section only, “Owner” shall have
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   Contract No.                      PHOTOVOLTAIC Project   the same meaning as“Contractor.” Owner agrees to comply with all of the following state contractingobligations during the Term of Agreement: 10.1.1. Executive Order No. 3: Nondiscrimination. This Contract is subject tothe provisions of Executive Order No. Three of Governor Thomas J. Meskillpromulgated June 16, 1971, and, as such, this Contract may be canceled, terminatedor suspended by the State Labor Commissioner for violation of or noncompliance withsaid Executive Order No. 3 or any state or federal law concerningnondiscrimination, notwithstanding that the Labor Commissioner is not a party tothis Contract. The parties to this Contract, as part of the consideration hereof,agree that said Executive Order No. 3 is incorporated herein by reference and madea part hereof. The parties agree to abide by said Executive Order and agree thatthe State Labor Commissioner shall have continuing jurisdiction in respect toContract performance in regard to nondiscrimination, until the Contract iscompleted or terminated prior to completion. The Contractor agrees, as partconsideration hereof, that this Contract is subject to the Guidelines and Rulesissued by the State Labor Commissioner to implement Executive Order No. 3 and thatthe Contractor will not discriminate in employment practices or policies, will fileall reports as required, and will fully cooperate with the State of Connecticut andthe State Labor Commissioner.  10.1.2. Executive Order No. 16: Violence in the Workplace Prevention Policy.This Contract is subject to provisions of Executive Order No. 16 of Governor JohnJ. Rowland promulgated August 4, 1999, and, as such, this Contract may becancelled, terminated or suspended by the Contracting agency or the State forviolation of or noncompliance with said Executive Order No. 16. The parties tothis Contract, as part of the consideration hereof, agree that:(1) Contractor shall prohibit employees from bringing into the state work site,except as may be required as a condition of employment, any weapon/dangerousinstrument defined in Section 2 to follow;(2) weapon means any firearm, including a BB gun, whether loaded or unloaded,any knife (excluding a small pen or pocket knife), including a switchblade orother knife having an automatic spring release device, a stiletto, any policebaton or nightstick or any martial arts weapon or electronic defense weapon.Dangerous instrument means any instrument, article or substance that, under thecircumstances, is capable of causing death or serious physical injury;(3) Contractor shall prohibit employees from attempting to use, or threaten touse, any such weapon or dangerous instrument in the state work site andemployees shall be prohibited from causing, or threatening to cause, physicalinjury or death to any individual in the state work site;
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   Contract No.                      PHOTOVOLTAIC Project(4) Contractor shall adopt the above prohibitions as work rules, violation ofwhich shall subject the employee to disciplinary action up to and includingdischarge. The Contractor shall require that all employees are aware of suchwork rules;(5) Contractor agrees that any subcontract it enters into in the furtherance ofthe work to be performed hereunder shall contain the provisions 1 through 4,above. 10.1.3. Executive Order No. 17: Connecticut State Employment Service Listings.This Contract is subject to provisions of Executive Order No. 17 of Governor ThomasJ. Meskill promulgated February 15, 1973, and, as such, this Contract may becanceled, terminated or suspended by the Contracting agency or the State LaborCommissioner for violation of or noncompliance with said Executive Order Number 17,notwithstanding that the Labor Commissioner may not be a party to this Contract.The parties to this Contract, as part of the consideration hereof, agree thatExecutive Order No. 17 is incorporated herein by reference and made a part hereof.The parties agree to abide by said Executive Order and agree that the Contractingagency and the State Labor Commissioner shall have joint and several continuingjurisdiction in respect to Contract performance in regard to listing all employmentopenings with the Connecticut State Employment Service. **10.2.** Campaign Contribution Restrictions. On February 8, 2007, Governor Rell signedinto law Public Act 07-1, An Act Concerning the State Contractor Contribution Ban and Giftsto State and Quasi-Public Agencies. For all State contracts as defined in P.A. 07-1 havinga value in a calendar year of $50,000 or more or a combination or series of such agreementsor contracts having a value of $100,000 or more, the authorized signatory to this Agreementexpressly acknowledges receipt of the State Elections Enforcement Commission’s noticeadvising state contractors of statecampaign contribution and solicitation prohibitions, and will inform its principles ofthe contents of the notice. See SEEC Form 11 attached.  **10.3.** Nondiscrimination and Affirmative Action Provisions in Contracts of the State andPolitical Subdivisions Other Than Municipalities. Owner agrees to comply withprovisions of § 4a-60 of the Connecticut General Statutes:(a) Every Contract to which the state or any political subdivision of the stateother that a municipality is a party shall contain the following provisions:(1) The Contractor agrees and warrants that in the performance of the Contract suchContractor will not discriminate or permit discrimination against any person or groupof persons on the grounds of race, color, religious creed, age, marital status,national origin, ancestry, sex, mental retardation or physical disability, including,but not limited to, blindness, unless it is shown by such Contractor that suchdisability prevents performance of the work involved, in any manner
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   Contract No.                      PHOTOVOLTAIC Projectprohibited by thelaws of the United States or of the state of Connecticut. The Contractor furtheragrees to take affirmative action to insure that applicants with job-relatedqualifications are employed and that employees are treated when employed withoutregard to their race, color, religious creed, age, marital status, national origin,ancestry, sex, mental retardation, or physical disability, including, but not limitedto, blindness, unless it is shown by such Contractor that such disability preventsperformance of the work involved;(2) the Contractor agrees, in all solicitations or advertisements for employeesplaced by or on behalf of the Contractor, to state that is an “affirmativeaction-equal opportunity employer” in accordance with regulations adopted by thecommission(3) the Contractor agrees to provide each labor union or representative of workerswith which such Contractor has a collective bargaining agreement or other Contract orunderstanding and each vendor with which such Contractor has a Contract orunderstanding, a notice to be provided by the commission advising the labor union orworkers’ representative of the Contractor’s commitments under this section, and topost copies of the notice in conspicuous places available to employees and applicantsfor employment;(4) the Contractor agrees to comply with each provision of this section and Conn.Gen. Stat. §§ 46a-68e and 46a-68f and with each regulation or relevant order issuedby said commission pursuant to Conn. Gen. Stat. §§ 46a-56, 46a-68e and 46a-68f;(5) the Contractor agrees to provide the commission of human rights and opportunitieswith such information requested by the commission, and permit access to pertinentbooks, records and accounts, concerning the employment practices and procedures ofthe Contractor as relate to the provisions of this section and Conn. Gen. Stat.§ 46a-56. If the Contract is a public works Contract, theContractor agrees and warrants that he will make good faith efforts to employminority business enterprises as subcontractors and suppliers of materials on suchpublic works project.(b) For the purposes of this section, “minority business enterprise” means anysmall Contractor or supplier of materials fifty-one per cent or more of capital stock,if any, or assets of which is owned by a person or persons:(1) who are active in the daily affairs of the enterprise;(2) who have the power to direct the management and policies of the enterprise; and(3) who are members of a minority, as such term is defined in subsection (a) of Conn.Gen. Stat. § 49-60g.
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   Contract No.                      PHOTOVOLTAIC Project(c) For the purposes of this section, “good faith” means that degree of diligencewhich a reasonable person would exercise in the performance of legal duties andobligations. “Good faith efforts” shall include, but not be limited to, those reasonableinitial efforts necessary to comply with statutory or regulatory requirements andadditional or substituted efforts when it is determined that such initial efforts willnot be sufficient to comply with such requirements. Determinations of the Contractor’sgood faith efforts shall include but shall not be limited to the following factors: TheContractor’s employment and subcontracting policies, patterns and practices; affirmativeaction advertising; recruitment and training; technical assistance activities and suchother reasonable activities or efforts as the commission may prescribe that are designedto ensure the participation of minority business enterprises in public works projects.(d) The Contractor shall develop and maintain adequate documentation, in a mannerprescribed by the commission, of its good faith efforts.(e) Contractor shall include the provisions of subsection (a) of this section inevery subcontract or purchase order entered into in order to fulfill any obligation of aContract with the state and such provision shall be binding on a subcontractor, vendoror manufacturer unless exempted by regulations or orders of the commission. TheContractor shall take such action with respect to any such subcontract or purchase orderas the commission may direct as a means of enforcing such provisions including sanctionsfor noncompliance in accordance with Conn. Gen. Stat. § 46a-56; provided, if suchContractor becomes involved in, or is threatened with, litigation with a subcontractoror vendor as a result of such direction by the commission, the Contractor may requestthe state of Connecticut to enter into such litigation or negotiation prior thereto toprotect the interests of the state and the state may so enter.**11.****MISCELLANEOUS**     **11.1 Waivers**. Either Party by written notice to the other, may (a) extend the time for theperformance of any of the obligations or other actions of the other; (b) waive any inaccuracies inthe representations or warranties of the other contained in this Agreement; (c) waive compliancewith any of the covenants of the other contained in this Agreement; and (d) waive or modifyperformance of any of the obligations of the other. Except as provided in the preceding sentence,no action taken pursuant to this Agreement, including any investigation by or on behalf of anyParty, shall be deemed to constitute a waiver by the Party taking such action of compliance withany representations, warranties, covenants or agreements contained herein. The waiver by any Partyof a breach of any provision of this Agreement shall not operate or be construed as a waiver of anysubsequent breach.     **11.2 Notices.**All notices, requests, demands and other communications which are required ormay be given under this Agreement shall be in writing and shall be deemed to have been duly givenif sent by registered or certified mail, return requested, postage prepaid, or
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   Contract No.                      PHOTOVOLTAIC Projectdelivered either byhand, overnight commercial courier service or by messenger, or sent via facsimile, computer mail orother electronic means, addressed as follows: **(a)** **If to CI and the CCEF, to:**200 Corporate Place