**THIS
CONTRACT** was
drawn up on January 12, 2005 by and between ECOIDEA S.R.L., ELECTRONIC SOLAR
S.R.L., EUROPEAN WASTE SOLUTION, LTD., L&R ENERGY COMPANY LLC (hereinafter
referred to as the “PARTIES”) and NATHANIEL ENERGY CORPORATION (hereinafter
referred to as “NATHANIEL”).
  **RECITALS**
  **WHEREAS,** ECOIDEA
S.R.L. (hereinafter referred to as “ECOIDEA”) is constructing a plant situated
at Via S. Michele, 41, 37044 Cologna Veneta (Verona), Italy, to produce
electricity by means of the combustion of waste-derived fuel (hereinafter
referred to as the “PLANT”) using NATHANIEL patented technology and two
NATHANIEL model 1800 HP Thermal Combustors (hereinafter referred to as
“GASIFIERS” or “THERMAL COMBUSTORS”); and
  **WHEREAS** , ECOIDEA
signed a contract with Electronic Solar, S.R.L., an Italian company with
headquarters in Cappelletta di Noale (Venezia), via Giovanna D'Arco 36
(hereinafter referred to as "ES") for the design, supply, installation,
start-up, operation, management, and maintenance of the PLANT; and
  **WHEREAS** , ES
signed a contract with European Waste Solution, Ltd., a company founded and
operated in accordance with the laws of the State of Delaware (U.S.A.)
(hereinafter referred to as "EWS") for the design, start-up, and installation of
the PLANT, as well as the supply of guidelines, user manuals, lists of
replacement parts with prices, and materials necessary for the foreseeable
maintenance of the PLANT; and
  **WHEREAS** , EWS
signed a contract with L&R Energy Company, LLC, a limited liability company
founded and operated in accordance with the laws of the State of New York
(U.S.A.) (hereinafter referred to as "L&R") for the supply and start-up of
the gasification system for the PLANT; and
  **WHEREAS,** L&R
signed a contract with NATHANIEL for the design, supply and start-up of the
gasification system for the PLANT (hereinafter referred to as the "Gasifier
Agreement"), regarding two model 1800 HP Thermal Combustors; and
  **WHEREAS** , the
aforementioned PARTIES and NATHANIEL stipulated an agreement dated July 16, 2004
(hereinafter referred to as the "Agreement"), which has in turn been amended,
which partially modified the agreements detailed in the WHEREAS sections above;
and
  **WHEREAS** , as set
forth in the Agreement, the PARTIES and NATHANIEL agreed that the sum of U.S. $3
million owed by L&R to NATHANIEL pursuant to the Gasifier Agreement was to
be paid directly by ECOIDEA in the form of assignments of credits as detailed in
the Agreement; and
   
  **WHEREAS** , the
PARTIES and NATHANIEL subsequently amended the Agreement on August 25, 2004,
moving the milestone date for completing and testing the PLANT from September
30, 2004 to October 30, 2004. In addition, the Parties agreed to disburse fifty
percent (50%) of the payments due under the aforementioned agreements to the
respective PARTIES and NATHANIEL, provided one of the GASIFIERS worked for four
consecutive days; and
  **WHEREAS** ,
NATHANIEL and the PARTIES wish to complete the start-up and acceptance testing
of the GASIFIERS without further delay;
  **NOW
THEREFORE** , the
PARTIES and NATHANIEL hereby agree as follows:
  **Article
1**
 **Payments
to NATHANIEL**
  1.1
Amendments to the contract price of the Gasifier Agreement : The
contract price that ECOIDEA, pursuant to the credit assignments set forth in the
Agreement, will pay to NATHANIEL on behalf of L&R as payment of the contract
price specified in the Gasifier Agreement shall be calculated as follows: U.S.
$3 million, equal to the previously stipulated contract price, minus U.S.
$900,000, equal to the expenses incurred by ECOIDEA for making changes and
developments to the GASIFIERS. This sum will be deducted from the sum owed to
NATHANIEL, which will therefore total U.S. $2.1 million.
  1.2
Terms of payment of contract price pursuant to Gasifier
Agreement : The
contract price as stipulated in the Gasifier Agreement, as detailed in Section
1.1 above, will be paid as follows.
  (a) At
the signing of this contract, ECOIDEA, on behalf of L&R and as partial
payment of the credit assignments detailed in the Agreement, will pay NATHANIEL
U.S. $300,000 as a first installment of the contract price set forth in the
Gasifier Agreement. This payment will occur by means of a wire transfer made to
the account number specified by NATHANIEL.
  (b)
Within three days of the date of a positive outcome of the acceptance test of
the first GASIFIER (identified by the PARTIES and NATHANIEL as Unit No. 2), as
detailed in Article 3 below, ECOIDEA, on behalf of L&R, will pay NATHANIEL,
by means of the credit assignments set forth in the Agreement, the sum of U.S.
$750,000, through a wire transfer to the account number specified by NATHANIEL,
as a second installment of the contract price as detailed in Section 1.l
above.
  (c)
Within three days of the date of a positive outcome of the acceptance test of
the second GASIFIER (identified by the PARTIES and NATHANIEL as Unit No. 1), as
detailed in Article 3 below, ECOIDEA, on behalf of L&R, will pay NATHANIEL,
by means of the credit assignments set forth in the Agreement, the balance of
U.S. $1,050,000, through a wire transfer to the account number specified by
NATHANIEL, as fulfillment of the contract price as detailed in Section 1.1
above.
  
  2
 
 
  1.3
Reimbursement for shipping costs and expenses related to changes : On the
day of a positive outcome of the acceptance test of Unit No. 1, as detailed in
Article 3 below, ECOIDEA, on behalf of L&R, will pay NATHANIEL the sum of
U.S. $274,643.02, through a wire transfer to an account number specified by
NATHANIEL, as reimbursement for shipping, internal transport and packaging
costs, and to cover Purchase Order Changes. ECOIDEA and L&R hereby confirm
that they have received and examined the documentation which was requested to
justify such costs and have deemed it satisfactory. L&R commits to
reimbursing ECOIDEA the sum of U.S. $274,643.02, as indicated above, by
deducting this amount from the amount that is owed by ECOIDEA to L&R in
consideration for the credit assignments as detailed in the
Agreement.
  1.4
Reimbursement of costs related to completion and start-up
assistance : ES and
EWS jointly shall pay NATHANIEL the sum of U.S. $40,000, in the amount of U.S.
$20,000 each, fourteen days after signing the present contract, and an
additional U.S. $40,000, in the amount of U.S $20,000 each, thirty days after
signing the present contract. All payments detailed in this Section 1.4 shall be
made to an account number specified by NATHANIEL.
  The
PARTIES, in good faith, commit to reaching an agreement with each other and with
NATHANIEL regarding the sharing of any reasonable expense that NATHANIEL might
incur with regard to any personnel it might need to send on-site to the PLANT
and the maintenance costs of additional personnel necessary to provide the
technical assistance for a final start-up of the GAS1FIERS. In such a case,
ECOIDEA will pay to NATHANIEL the amounts detailed in the previous paragraph,
upon the provision by NATHANIEL of supporting documentation, and will be
entitled to reimbursement by the other PARTIES based on proportions and
modalities to be agreed upon.
  **Article
2**
 **Contract
prices agreed upon between the PARTIES**
  2.1
Amendments to the contract prices agreed upon in the covenants between the
PARTIES : With
the exception of what is detailed in Section 1.1 with regard to the contract
price of the Gasifier Agreement, in consideration of the costs incurred by
ECOIDEA for the changes and developments made to the GASIFIERS with the help of
a highly competent and professional company specialized in the heat regeneration
field, the PARTIES agree that ECOIDEA has the right to be reimbursed for such
costs, in the amount of U.S. $900,000.00.
  The
contract price agreed upon between ECOIDEA and ES, recalled in the recitals of
this contract, must therefore be revisited by deducting the sum of U.S.
$900,000.00. The same provision is applicable to the contract prices set forth
in the covenants between ES and EWS, and EWS and L&R, recalled in the
recitals of this contract.
  Furthermore,
in consideration for the sum that ECOIDEA will anticipate on behalf of L&R
for the costs indicated in Section 1.3, the contract prices set forth in the
covenants between ECOIDEA and ES, between ES and EWS, and between EWS and
L&R, need to be reduced as follows: by the sum of U.S. $650,000.00 regarding
the covenant between ES and EWS, and by the sum of U.S. $250,000.00 regarding
the covenant between EWS and L&R.
  3
 
 
 
  2.2
Terms of payment of contract prices as set forth in the covenants between the
PARTIES : The
contract price specified in the covenants between the PARTIES, referred to in
the recitals of this contract, will be paid in accordance with the terms and
conditions stipulated between the PARTIES as set forth in each covenant between
the interested parties.
  **Article
3**
 **NATHANIEL's
OBLIGATIONS**
  3.1
Completion of the start-up of the two GASIFIER units :
NATHANIEL commits to completing the start-up of the two GASIFIERS, which need to
conform to the requisites, the gasification capacity and all other
specifications detailed in this contract stipulated between the PARTIES and
NATHANIEL, in accordance with the terms set forth in this contract and in this
Article 3. Unit No.2 must be completed and tested on or before January 31, 2005;
Unit No. 1 must be completed and tested on or before February 28, 2005. These
completion dates, however, can be amended if: i) any one of the PARTIES does not
comply or has not complied with its obligations and/or responsibilities, and
these were a requirement for NATHAN1EL to be able to fulfill its contract
responsibilities in terms of completing the start-up of the two Thermal
CombustorsTM; or ii) if the conditions set forth in Section 7.2 are not
met.
  3.2
Gasifier performance and acceptance testing : The
payment to NATHANIEL of the sums detailed in sections 1.2, paragraph (b); 1.2,
paragraph (c); and 1.3 shall take place only following a successful gasification
of Italian WDF, which is defined in the following paragraphs of this section.
Gasification shall be measured on twelve (12) hour intervals (every 24-hour
day), for four (4) consecutive days to demonstrate successful gasification
pursuant to the terms set forth and defined below. Each day NATHANIEL will
communicate the beginning of the 12-hour gasification period to the
PARTIES.
  Gasification
is defined as follows:
 a)
    The
      gasification phase of the Thermal Combustor takes place in the
      gasification chamber, where high temperatures ignite the fuel in an
      atmosphere which contains little oxygen, thus producing an exhaust gas
      composed of carbon monoxide (CO), carbon dioxide (CO2),
      hydrogen (H), methane, traces of higher hydrocarbons, water, nitrogen, and
      small quantities of different pollutants.
 b)
    The
      combustion of a solid hydrocarbon-based fuel in the Thermal Combustor is
      demonstrated by the rise in temperature from the gasification zone
      (gasification chamber, oxidation chamber, and transition chamber) to the
      fire tube when air is added to the latter.
  4
   
  3.3
Energy Output guarantees
  Notwithstanding
the obligations and warranties set forth for each PARTY in the covenants
referred to in the recitals of this agreement with regard to the PLANT’s energy
output capacity, NATHANIEL guarantees that the Thermal Combustors will be
capable of the following energy output:
  -
sufficient heat to produce 19,240 kg/hr at 40 bar and 380°C steam measured at
the orifice plate of the boiler exit of each line based on fuel specifications,
that must be equal or greater than the specifications contained in Attachment B
to this contract.
  3.4
Tolerance
 The
PARTIES and NATHANIEL agree to deem a steam production up to 5% lower with
regard to that indicated in Section 3.3 as acceptable and within the tolerance
limits for these plants. Therefore, the PARTIES agree, each in its own area of
responsibility, that if the total value of steam produced is less than 5% lower
with respect to the values guaranteed by NATHANIEL, the contractual obligations
set forth in Section 3.3 shall be considered fulfilled, and there will be no
reduction in the contract price as detailed in Article 1 of this
contract.
  3.5
Price reduction
 In the
event the thermal power and the steam produced are 5-10% lower than the value
specified in paragraph 3.3 when measured during the acceptance test, or 10-15%
lower than the value indicated in paragraph 3.3 when measured monthly during
PLANT operation, the PARTIES agree that the contractual obligations set forth in
Section 3.3 shall be considered fulfilled. However, the amount owed to NATHANIEL
in accordance to the terms set forth in Section 1.1 of this contract will
decrease by U.S. $11,000.00 (eleven thousand dollars) for each tenth of a
percentage point of lesser steam output, up to a maximum of U.S. $649,000.00
(six hundred and forty nine thousand dollars), deductible from NATHANIEL's
contract price, where the balance is to be deducted from the PARTIES' contract
prices in accordance with their responsibility, as set forth in the preceding
paragraphs. If the percentage includes between 0 and 4 hundredths of a
percentage point, the amount will be rounded down to the next tenth of a
percentage point; if the percentage includes between 5 and 9 hundredths of a
percentage point, the amount will be rounded up to the next tenth of a
percentage point (for example, a production which is 5.74 percentage points
lower than the estimated one will be rounded down to 5.7% or 57 tenths of a
percentage point, while production which is 5.75% lower than the estimated one
will be rounded up to 5.8% or 58 tenths of a percentage point).
  If the
lower steam output is measured during testing, and falls within the ranges
indicated in this Section 3.5, the amount deducted from the sum owed to
NATHAN1EL, calculated based on the indications of the above section, will be
deducted from the partial payments of the contract price indicated in Section
1.2, paragraphs (b) and (c).
  If the
lower steam output is measured during plant operation, the warranties and
responsibilities of the PARTY who is responsible for the lower output wilt be
applied, and that PARTY shall reimburse ECOIDEA in accordance with the terms set
forth in the preceding sections.
  5
  
 
  3.6
Insufficient Energy, Output
  If the
steam output is lower than the guaranteed capacity by more than 10%, in
accordance with the terms set forth in Section 3.3, the PARTIES can ask
NATHANIEL to deliver the guaranteed steam output, in accordance with the terms
of Section 3.3, within the tolerance range indicated in sections 3.4 and 3.5,
within 60 days of the date of mailing of a notice that shall be delivered to
NATHAN1EL in written form, by certified mail, with a return
receipt.
  If steam
output is more than 15% lower than the guaranteed Output, in accordance with the
terms set forth in Section 3.3, and in the event the reduced output continues
for more than 60 days after receipt of the aforementioned warning to NATHANIEL
sent by certified mail with a return receipt, the PARTIES will have the right to
resolve the contract based on Article 1456 of the Italian Civil Code. In this
case, NATHAN1EL shall remove the GASIFIERS and all proprietary related devices
and assets from the PLANT (within a reasonable time-frame, assuming all
necessary costs, and assuming full responsibility), and shall remove them from
ECOIDEA's property. NATHANIEL shall also return to ECOIDEA all amounts received
based on terms set forth in Article 1, with the exception of items 1.3 and 1.4,
within seven days from the deadline specified in the preceding section,
notwithstanding the damage compensation owed to each PARTY as set forth in the
covenants recalled in the recitals of this document.
  3.7
User Manuals : Once
the PLANT is completed and once NATHANIEL has been paid all it is owed based on
the terms set forth in sections 1.2, 1.3 and 1.4, NATHAN1EL will supply ECOIDEA
with the User and Maintenance Manuals, which must contain a list of recommended
replacement parts.
  3.8
Security :
NATHANIEL will continue to supply advice related to safety aspects and help the
PARTIES set up operation and maintenance procedures until PLANT
completion.
  **Article
4**
 **Changes
to Gasifiers**
  4.1
NATHANIEL's approval for changes and delivery : By
undersigning this contract, NATHANIEL certifies that they have verified all
operations related to improvement, structure, mechanical aspects and parts
replacement of the PLANT, including the changes made to the hardware and
software management system, as well as all tasks related to the completion and
start-up of the GAS1FIERS carried out to this date by the PARTIES and by highly
professional and competent third parties hired by the PARTIES.
  NATHANIEL
specifically declares, and the .PARTIES accept, that all tasks specified in the
previous paragraph, carried out between October 14, 2004 and January 4, 2005,
and which are detailed in Attachment A to this contract, have been carried out
correctly and in full compliance with the GASIFIER project, and accepts and
approves all work carried out by the PARTIES or by others hired by the PARTIES
between October 14, 2004 and January 4, 2005 for the completion and start-up of
the GASIFIERS. Furthermore, NATHANIEL shall fulfill its obligations
with
    
 
  regard to
the operation and start-up of the GAS1FIERS in accordance with the terms set
forth in this contract, notwithstanding the terms specified in Section 3.1,
without requesting any additional payment and/or reimbursement and/or claim
and/or compensation other than those indicated in Article 1.
  In
consideration for all of the above, NATHANIEL waives all contestations, demands,
and/or claims with respect to the PARTIES and, in accordance with Article 1411
of the Italian Civil Code, with respect to any third party hired by the PARTIES
to carry out the tasks detailed in the previous sections between October 14,
2004 and January 4, 2005, and declares it wilt not ask the PARTIES, nor, in
accordance with Article 1411 of the Italian Civil Code, any third party hired by
the PARTIES to carry out the tasks detailed in the preceding paragraphs, for any
reimbursement, claim, compensation, and/or any other kind of demand arising from
the tasks described in Attachment A.
  If
NATHANIEL does not receive all payments as detailed in sections 1.2, 1.3 and
1.4, in accordance with the terms and conditions set forth in such sections, or
if one of the PARTIES does not allow NATHANIEL to execute its rights based on
any article of this contract, or if one of the PARTIES is responsible for not
allowing NATHANIEL to act in accordance with this contract, the Gasifier
Agreement, or the Agreement or any other covenant and amendment stipulated
between NATHANIEL and all of the PARTIES, NATHANIEL will maintain all rights and
remedies and will be entitled to ask the PARTIES for compensation or
reimbursement, and/or to make any other claim or demand that may arise from the
activities carried out between October 14, 2004 and January 4, 2005. The
defaulting PARTIES shall have the right to recoup on the PARTY that determined
NATHANIEL's action as specified previously.
  4.2
Ownership of changes : The
PARTIES hereby agree that any intellectual property and know-how, any change or
update to any part of the GASIFIERS hardware, software, HMIs [human-machine
interfaces], configuration and documentation (hereinafter referred to as
"Nathaniel Intellectual Property") will continue to belong to NATHANIEL, if it
does already, or will be transferred to NATHANIEL if it belongs to a third
party, and is held by the PARTIES, with the exception of any third-party rights.
Once NATHANIEL has been paid the amounts detailed in sections 1.2, 1.3 and 1.4,
NATHAN1EL commits to granting ECOIDEA a lifetime royalty-free, non-transferable,
and non-assignable free license for the use and maintenance of Nathaniel
Intellectual Property, to be used exclusively on-site and for the plant situated
in Cologna Veneta, Italy.
  **Article
5**
 **Access
to PLANT and related data**
  5.1
Access to PLANT for demonstration purposes : Once
the PLANT has been completed, and with prior reasonable forewarning from
NATHANIEL, the PARTIES will allow NATHANIEL personnel, guests, clients, and
invitees to access the PLANT in order to observe the GASIFIERS for NATHANIEL's
marketing and research purposes.
  7
 
 
 
  The
access of those persons indicated in the previous section shall occur at times
and in a fashion that shall not cause any inconvenience to ECOIDEA and their
activities, and without violation in any form whatsoever of the interests of
ECOIDEA or any third party.
  With a
prior reasonable forewarning from NATHANIEL, the PARTIES shall also allow
NATHANIEL personnel or agents to film or photograph NATHANIEL Gasifiers for
NATHANIEL's marketing and research purposes, in accordance with the terms
indicated above. Finally, the PARTIES shall cooperate with NATHANIEL with regard
to any type of material, report or research article that NATHANIEL produces on
the Gasifiers installed in the PLANT, if and when NATHANIEL requests it. ECOIDEA
understands that NATHANIEL intends to leverage the PLANT's success for business
and marketing purposes.
  5.2
Access to data : Once
the PLANT has been completed, ECOIDEA shall supply, upon NATHANIEL's request,
the data obtained from the DCS device, the fuel samples and any other
information which the parties agree upon on a per request basis. IfNATHAN1EL
were to request data or samples which have not been gathered by ECOIDEA,
NATHANIEL must be allowed to gather such data at their own expense,
notwithstanding the rights and interests of ECO]DEA or any third
party.
  **Article
6**
 **Privacy,
and trade secret protection**
  6.1
Recognition of NATHANIEL's proprietary rights : The
PARTIES confirm and acknowledge that the patents related to the Gasifiers, the
software and the programming requested to operate them, the projects and the
models used along with the Gasifiers and all other NATHANIEL Intellectual
Property are trade secrets of which NATHANIEL is the owner. Similarly, NATHANIEL
recognizes and confirms that the other PARTIES possess information and
intellectual property that is owned by them and that is confidential in
nature.
  6.2
Non-disclosure of trade secrets : The
PARTIES shall use all precautions reasonably necessary to keep, protect, and
maintain the confidential nature of the information disclosed by NATHANIEL. The
PARTIES agree such confidential information belongs to NATHAN1EL and is not in
the public domain; they agree not to disclose such information and shall
exercise all necessary reasonable care to prevent the disclosure of confidential
information to any person, company or entity not already possessing such
knowledge. In accordance with this contract, the non-disclosure clause for the
PARTIES shall remain valid until all confidential information is known in the
field or falls into the public domain through no wrongful act of the PARTIES.
Notwithstanding the foregoing, the PARTIES have a right to disclose confidential
information as required by law or court order, or as ordered by a judicial or
administrative agency of competent jurisdiction.
  6.3
Non-disclosure of confidential information by NATHANIEL :
NATHANIEL shall exercise all necessary reasonable care to keep, maintain, and
protect any confidential information
  
  8
   
  disclosed
by the PARTIES that belongs to the PARTIES and is not in the public domain, and
warrants not to disclose such confidential information to any person, company,
or entity not already possessing such information. In accordance with this
contract, the non-disclosure clause for NATHAN1EL shall remain valid until all
confidential information is known in the field or falls into the public domain
through no wrongful act by NATHAN1EL. Notwithstanding the foregoing, NATHANIEL
has a right to disclose confidential information as required by law or court
order, or as ordered by a judicial or administrative agency of competent
jurisdiction.
  **Article7**
 **Fuel**
  7.1
Fuel specifications : The
PARTIES acknowledge that the Gasifiers need a constant and reliable supply of
densified fuel with a minimum PCI value and which overall matches the
specifications detailed in Attachment B. In the event fluff is used, i.e. refuse
derived fuel with a density index below 350 kg/m3 which is not compact enough to
maintain a compressed pellet form, ECOIDEA shall accept reduced functionality
and output, and NATHANIEL shall not be liable for any fine as specified in
sections 3.5 and 3.6 of this document. If using fluff, the requirements for
energy output of the Thermal Combustors set forth in sections 3.3, 3.4., 3.5 and
3.6 shall not be valid, and NATHANIEL shall have a right to any outstanding
amount of the contract price, as specified in Article 1, that has not been paid
to date as specified in Article 1, as long as performance is completed as
described in Section 3.2.
  7.2
WDF specifications :
NATHANIEL's obligation to fulfill the conditions set forth in sections 3.2 and
3.3 is explicitly dependant on a party other than NATHANIEL supplying the PLANT
with WDF that meets the fuel specifications indicated in "WDF (Waste-Derived
Fuel) Specifications for Gas Combustors" attached to this contract under
Attachment B.
  7.3
WDF Sampling and testing : In
order to verify that the WDF supplied to the PLANT site for performance and
acceptance testing of the Gasifiers meets the WDF Specifications, ECO1DEA shall
allow NATHANIEL to obtain samples and test both densified and non-densified WDF
in highly competent laboratories chosen jointly by the PARTIES and NATHANIEL.
NATHANIEL shall be responsible for, and in charge of, the transport (if allowed
by the Italian competent authorities), the analysis, mid the testing, which
shall be carried out before the final test date.
  7.4
NATHANIEL's right to renounce sampling and testing :
NATHANIEL personnel shall inspect the WDF delivered to the PLANT and the
densified WDF to be used during performance and acceptance testing of the
Gasifiers. In the event a visual inspection finds the WDF compliant to the WDF
Specifications, NATHANIEL can advise ECOIDEA that it renounces the right to
verify that the sampling and testing requirements specified in Section 7.3 have
been met. This waiver, however, does not imply a waiver of the condition that
the WDF must meet the WDF Specifications. If, following NATHANIEL's
communication to ECO1DEA that it chooses not to verify that the sampling and
testing requirements specified in Section 7.3 have been met, the quality of
subsequent deliveries of WDF appears not to meet the WDF
Specifications,
  9
  
 NATHANIEL
can advise ECOIDEA that it intends to restore the verification of the sampling
and testing requirements set forth in Section 7.3.
  **Article
8**
 **Miscellaneous
Provisions**
  8.1
Communications : Any
communication or notice requested or permitted by the present contract shall be
considered adequate if supplied in written form and delivered personally or by
certified mail with a return receipt, addressed to the addresses specified
below, or any others that the Parties to this contract indicate via a
notification that meets the requirements set herein:
  TO
      NATHANIEL:
    TO
      ECOIDEA:Nathaniel
      Energy Corporation
      c/o
      George Cretecos, COO
      8001
      South InterPort Boulevard, Suite 260 Englewood, Colorado
80112
      Tel:
      1-303-470-6075
      Fax:
      1-303-470-6079
      e-mail:
      gcretecos@nathanielenergy.com
    ECOIDEA
      S.R.L.
      Via
      S. Michele, 41
      37044
      Cologna Veneta (Verona)
      Italy
      Tel:
      39 045 88 76 200
      Fax:
      39 0442 411371
      e-mail:aupiz@tin.itTO:
      ELECTRONIC SOLAR S.R.L.:
    TO:
      EUROPEAN WASTE SOLUTION, LTD.:ELECTRONIC
      SOLAR S.R.L.
      Via
      S.G. d'Arco, 36
      30033
      Cappelletta di Noale
      Venezia,
      Italy
      Tel:
      39 041 5800444
      Fax:
      39 041 5800960
      e-mail:
      antonello@electroniesolar.com
    EUROPEAN
      WASTE SOLUTION, LTD.
      Via
      Fusinieri, 62
      36100
      Vicenza
      Italy
      Tel:
      39 044 4300438
      Fax:
      39 044 4300438
      e-mail:
      ews@keycomm.itTO:
      L&R ENERGY COMPANY, LLC:L&R
      ENERGY COMPANY, LLC
      8821
      S. Blue Mountain Place
      Highlands
      Ranch, CO 80126
      Tel:
      1-303-470-6075
      Fax:
      1-303-470-6079
      e-mail:
      landrenergy.comcast.net
 8.2
Recitals and attachments : The
recitals and attachments of this document represent an integral and substantive
part of the document.
  10
  
 
  8.3
Nature and effects of this contract : This
contract incorporates and modifies, as applicable to each of the undersigned
parties, the covenants detailed in the recitals, the Agreement, and its
subsequent amendment of August 25 2004, which remain valid and unchanged in all
aspects other than those specified, modified, or eliminated by the present
contract. The PARTIES hereby explicitly declare that the nature and effects of
the present contract are not those of a transaction, except for the aspects for
which such aims and effects have been explicitly agreed upon, and it shall not
affect any existing challenges initiated by any of the undersigned parties, and
has the wider scope of acting in the competent sites to safeguard the parties'
rights and interests.
  8.4.
Applicable Law : This
Agreement shall be governed by, and construed and enforced in accordance with,
Italian law.
  8.5.
Jurisdiction : Any
dispute regarding the validity, effectiveness, interpretation, execution,
non-performance, or resolution of the present contract shall be resolved solely
through the jurisdiction of the Italian Jurisdictional Authorities.
  8.6.
Contractual document : The
present contract, drawn up in five originals, one for each of the undersigned
parties, consists of 11 (eleven) pages, 8 (eight) articles, including the
present one, and 2 (two) attachments, indicated by letters A) and B), and is
initialed, as are the attachments, in the margins by the undersigned parties,
and signed below.
  Each
original copy of the present contract contains the Italian version of the text
and its English translation. In the event of any inconsistency or difference,
the parties agree that the original Italian text will prevail.
  NATHANIEL
      ENERGY CORPORATION
      
      /s/
      George A. Cretecos
      By:
      George A. Cretecos
    ECOIDEA,
      S.R.L.
      
      /s/
      Augusto Pizzolo
      By:
      Augusto PizzoloELECTRONIC
      SOLAR S.R.L.
      LTD.
      
      /s/
      Antonello Giovanni
      By:
      Antonello Giovanni
    EUROPEAN
      WASTE SOLUTION,
      
      
      /s/
      Gianfranco Licursi
      By:
      Gianfranco LicursiL&R
      ENERGY COMPANY, LLC
      
      /s/
      Larry L. Robinson
      By:
      Larry L. Robinson
 
 
 
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