ROC Redline Developement


    
      	
              DATED2004
                

            
	
              (1)
                 RIDGEWOOD
                ROC II 2003 LLC

               

              (2)
                 CLP
                DEVELOPMENTS LIMITED 

               

            
	
               

              DEVELOPMENT
                SERVICES AGREEMENT

              relating
                to the development of additional electricity

              generation
                plants on behalf of certain within mentioned

              Project
                Companies

               

               

               

            
	 
	
              EVERSHEDS
                LLP

            
	
              115
                Colmore Row

              Birmingham

              B3
                3AL

              Tel:
                +44 121 232 1000

              Fax:
                +44 121 232 1900

            


    

    


    



    
      
        
          bir_corp\718934\4

          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    THIS
      AGREEMENT
      is made
      the day of 2004

    


    BETWEEN

    


    
      	
              (1)

            	
              RIDGEWOOD
                ROC II 2003 LLC
                a
                Delaware limited liability company trading in the UK whose registered
                address is situate at 947 Linwood Avenue, Ridgewood, NJ, 07450, USA
                ("Ridgewood");
                and

            


    

     

    
      	
              (2)
                

            	
              CLP
                DEVELOPMENTS LIMITED
                a
                company incorporated in England and Wales with company number 04502342
                whose registered address is situate at Units 14-15, Queensbrook,
                Bolton
                Technology Exchange, Spa Road, Bolton BL1 4AY (the “Project
                Manager”).

            


    

    


    WHEREAS

    


    (A) Each
      Project Company:-

    (i)
       owns
      an
      operating electricity generating plant that uses landfill gas extracted from
      a
      landfill site pursuant to an existing NFFO Power Purchase Agreement; or


    (ii)
       has
      committed to build an electricity generating plant at a site in order that
      it
      may sell the output of the plant under an existing NFFO Power Purchase
      Agreement; or

    (iii) neither
      owns nor has committed to build electricity generating plant pursuant to a
      NFFO
      Power Purchase Agreement but has a landfill site from which landfill gas may
      be
      extracted

    


    (and
      in
      the case of each of (i) and (ii) above such existing or proposed electricity
      generating plants including their associated gas extraction, collection, burning
      and handling equipment, transformers, switchgear and other associated plant,
      machinery infrastructure equipment and apparatus from time to time shall be
      hereinafter referred to as an “Existing Plant”)

    


    
      	
              (B)

            	
              Each
                Project Company with Existing Plant is desirous of adding additional
                generating capacity and additional infrastructure improvements at
                its Site
                so that such Project Company might use the surplus landfill gas to
                generate additional electricity and each Project Company with no
                Existing
                Plant is desirous of constructing, developing and operating electricity
                generating equipment at its Site in order to generate new electricity,
                such electricity to be sold, along with its environmental attributes,
                to
                one or more third parties.

            


    

    


    
      	
              (C)

            	
              Ridgewood
                has entered into an agreement with CLPE ROC -2 Limited, CLPE ROC
                -2A
                Limited, and the Project Companies dated on or around the date hereof
                (“ROC Project
                DSA”)
                pursuant to which Ridgewood has agreed to procure, construct, install,
                engineer, develop (to Commissioning) and make available for use by
                the
                Project Companies (using monies provided by the Powerbank II Fund)
                the
                additional electricity generation plants in order that the Project
                Companies may utilise the landfill gas extracted from the Site as
                stated
                in Recital (B).

            


    

    


    
      	
              (D)

            	
              It
                is the intent of the parties hereto that Ridgewood will at all times
                and,
                for the avoidance of doubt, during any period of development following
                the
                date hereof and after Commissioning, be the legal owner of the
                Equipment.

            


    

    


    
      	
              (E)

            	
              The
                Project Manager is willing to be engaged as aforesaid on the following
                terms in
                order to bring about Commissioning.

            


    

    


    
      	1.  	
              INTERPRETATION

            


    

    


    
      	1.1  	
              Definitions

            


    

    


    In
      this
      Agreement and the Schedules hereto the following words and expressions shall,
      unless the context otherwise requires or is inconsistent therewith, have the
      following meanings:-

    


     

    
      
        	
                “Commissioning”
                  

              	
                means
                  the stage at which the installation of the Equipment at the relevant
                  Project Company Site has been completed and the New Project has
                  been
                  consistently (over a period of 7 days) exporting electricity to
                  the
                  National Grid and Commissioned shall have the appropriate meaning;
                  

              


      

       

      
        	
                “Equipment” 

              	
                means
                  in relation to any New Project, the electricity generating facilities
                  together with all and any gas extraction equipment, blower fans,
                  wells,
                  pipes and the transformers to connect the power generation equipment
                  to
                  the electricity distribution system installed or constructed on
                  the
                  relevant Site (other than, for the avoidance of doubt, the Existing
                  Plant);

              


      

      


      
        	
                "Export
                  Capacity" 

              	
                means
                  the amount of electricity expressed in megawatts the Equipment
                  is capable
                  of exporting to the National Grid on a consistent basis assuming
                  that the
                  Equipment is operating to its maximum
                  capacity;

              


      

      


      
        	
                "Fees" 

              	
                means
                  the fees payable by Ridgewood to the Project Manager pursuant to
                  Clause
                  7; 

              


      

      


      
        	
                "Group
                  Company" 

              	
                means
                  the Project Manager and any holding company of the Project Manager
                  and
                  its/their respective subsidiaries from time to
                  time;

              


      

      


      
        	
                "New Project" 

              	
                means,
                  in relation to any Project Company, the project for the procurement,
                  design, construction, installation, development and Commissioning
                  on a
                  “turnkey” basis of the Equipment and all associated equipment to be
                  supplied by the Project Manager to Ridgewood at a given Site pursuant
                  to
                  the ROC Project DSA; 

              


      

      


      
        	
                “NFFO
                  Power Purchase Agreements” 

              	
                means
                  contracts with The Non Fossil Purchasing Agency Limited and those
                  in
                  connection with Scottish renewable orders including any replacement
                  contract with the Non Fossil Purchasing Agency Limited concluded
                  in
                  connection with the implementation of the new British Electricity
                  Trading
                  and Transmission Arrangements in Scotland presently targeted for
                  on or
                  around April 2005;

              


      

      


      
        	
                "Project
                  Budget" 

              	
                means
                  in relation to any New Project, the budget of necessary expenditure
                  required to bring about the Commissioning of the same, as prepared
                  by the
                  Project Manager and agreed with Ridgewood’s
                  Representative;

              


      

      


      
        	
                “Project
                  Companies” 

              	
                means
                  those companies listed in Schedule 1 and any company that may accede
                  to
                  the ROC Project DSA in accordance with the provisions set out therein
                  and
                  each one a “Project Company”;

              


      

      


      
        	
                “Project
                  Manager’s Representative”

              	
                means
                  Dominic Greenough or such other authorised representative of the
                  Project
                  Manager as shall be nominated by it in substitution for such
                  person;

              


      

      


      
        	
                “Ridgewood’s Representative” 

              	
                means
                  Chris Naunton or such other director, employee or authorised
                  representative of Ridgewood as shall be nominated by Ridgewood
                  in
                  substitution for such person;

              


      

      


      
        	
                "Project
                  Timetable" 

              	
                means,
                  in relation to any New Project, the timetable of principal events
                  in
                  bringing about Commissioning of the same as is set out in Schedule
                  2 or
                  any changes thereto prepared by the Project Manager and agreed
                  with
                  Ridgewood’s Representative;

              


      

      


      
        	
                "Services" 

              	
                means
                  the services to be provided by the Project Manager under this Agreement
                  as
                  described in Schedule 3;

              


      

      


      
        	
                "Site" 

              	
                means,
                  in relation to any New Project, the landfill site on which the
                  Equipment
                  concerned is to be constructed and/or
                  installed.

              


      

    

    


    
      	1.2  	
              Words
                and expressions defined in the Companies Act 1985 (as amended) (the
                "Companies
                Act")
                shall (unless the context clearly does not so permit) bear the same
                meanings where used in this
                Agreement.

            


    

    


    
      	1.3  	
              The
                ejusdem generis rule of construction shall not apply to this Agreement
                and
                accordingly general words shall not be given a restrictive meaning
                by
                reason of their being preceded or followed by words indicating a
                particular class or examples of acts matters or
                things.

            


    

    


    
      	1.4  	
              Words
                importing the singular shall include the plural and vice versa and
                words
                importing any gender shall include all other genders and references
                to
                persons shall include corporations and unincorporated
                associations.

            


    

    


    
      	1.5  	
              References
                in this Agreement to statutory provisions shall be construed as references
                to those provisions as respectively amended consolidated extended
                or
                re-enacted from time to time and shall include the corresponding
                provisions of any earlier legislation (whether repealed or not) and
                any
                orders regulations instruments or other subordinate legislation made
                from
                time to time under the statute
                concerned.

            


    

    


    
      	1.6  	
              References
                to this Agreement shall include the Schedules hereto which shall
                form part
                hereof and shall have the same force and effect as if expressly set
                out in
                the body of this Agreement.

            


    

    


    
      	1.7  	
              The
                Clause headings in this Agreement are for convenience only and shall
                not
                affect the interpretation hereof.

            


    

    


    
      	2.  	
              APPOINTMENT

            


    

    


     Ridgewood
      hereby appoints the
      Project Manager and the Project Manager agrees to accept such appointment and
      to
      perform the Services on behalf of Ridgewood in respect of each New Project
      upon
      the terms and conditions set out in this Agreement so as to enable the
      procurement, design, construction, installation, development and Commissioning
      of Equipment at the Site, or such works on behalf of Ridgewood as may be agreed
      in writing between Ridgewood and the Project Manager.

    


    
      	3.  	
              SERVICES

            


    

     

    
      	3.1  	
              Subject
                to Clause
                3.2,
                the Project Manager will provide the Services in relation to each
                New
                Project causing the minimum amount of disruption to the operation
                of the
                Existing Plant as possible. In relation to any New Project, the list
                of
                services set out in Schedule 3 may be amended at any time and from
                time to
                time by written agreement by Ridgewood and the Project Manager in
                respect
                of all or any one New Project.

            


    

     

    
      	3.2  	
              Where
                at the date hereof, some Equipment exists at a Site then, upon payment
                of
                the fee payable in accordance with Clause
                7.1,
                the Project Manager will transfer or cause to be transferred to Ridgewood
                legal title to such Equipment and Ridgewood shall make all such Equipment
                available to the Project Manager to complete Commissioning in accordance
                with the terms hereof.

            


    

     

    
      	4.  	
              PROJECT
                MANAGER’S AUTHORITY

            


    

    


    
      	4.1  	
              The
                Project Manager shall have the authority to act on behalf of Ridgewood
                as
                its agent solely to the extent reasonably necessary for the Project
                Manager to carry out its duties and to provide the Services hereunder
                and
                for no other purpose. 

            


    

    


    
      	4.2  	
              Ridgewood
                shall indemnify and keep indemnified the Project Manager for any
                loss,
                damage, costs and expenses suffered or incurred by it as a result
                of the
                Project Manager acting or purporting to act on behalf of Ridgewood
                where
                the Project Manager has been authorised in so acting, either pursuant
                to
                Clause
                4.1
                or
                otherwise.

            


    

    


    
      	4.3  	
              The
                Project Manager shall be entitled to hold itself out as agent of
                Ridgewood
                for the purposes of properly carrying out the Services in relation
                to each
                New Project and Ridgewood shall confirm the appointment of the Project
                Manager.

            


    

    


    
      	4.4  	
              At
                no time shall the Project Manager claim ownership of or any right,
                title
                or interest to the Equipment and the Project Manager shall do all
                such
                acts and enter into such documents as may be reasonably necessary
                and
                always at the expense of Ridgewood to vest ownership of the Equipment
                in
                Ridgewood.

            


    

    


    
      	5.  	
              LEVEL
                OF CARE AND APPLICATION OF
                RESOURCES

            


    

    


    
      	5.1  	
              In
                carrying out the Services the Project Manager shall exercise such
                reasonable skill, care and diligence to be expected of a competent
                consultant and project manager experienced in undertaking services
                similar
                to the Services in relation to projects of a similar size, scope
                and
                complexity to the New Projects.

            


    

    


    
      	5.2  	
              The
                Project Manager shall make all necessary visits to each Site for
                the
                proper performance of the Services, to inspect the progress and quality
                of
                the development of the New Project thereat and generally to ensure
                the
                proper execution and Commissioning of that New
                Project.

            


    

    


    
      	5.3  	
              The
                Project Manager shall devote sufficient resources to perform the
                Services
                in accordance with the terms
                hereof.

            


    

    


    
      	6.  	
              UNDERTAKINGS
                OF RIDGEWOOD

            


    

    


    Ridgewood
      undertakes to provide the Project Manager with all information as may be
      relevant, required, requested or of assistance to the Project Manager in the
      performance of the Services.

     

    
      	7.  	
              FEES

            


    

    


    
      	7.1  	
              Subject
                to the provisions of Clause
                3.2 and
                12.6,
                the fees payable to the Project Manager for the provision of the
                Services
                in relation to the New Projects hereunder (exclusive of VAT) shall
                be a
                fixed fee of eight hundred and fifty thousand pounds (£850,000) per
                megawatt of rated Export Capacity Commissioned at each Site pro rated
                to
                the extent that such installed Export Capacity is expressed in other
                than
                whole megawatt amounts (“the Fee”).


            


    

    


    
      	7.2  	
              The
                Fee payable in accordance with the provisions of Clause
                7.1 shall
                be paid by Ridgewood to the Project Manager or, as the Project Manager
                may
                in writing direct, in accordance with the terms of the Project Timetable
                and will be paid on demand at such time as payments are made or
                commitments are entered into where such payments or commitments are
                of a
                material amount and are entered into and/or made with respect to
                a New
                Project. Materiality is to be determined by the Project Manager acting
                in
                good faith.

            


    

    


    
      	7.3  	
              If
                the Fee or any part thereof is not paid on the due date, Ridgewood
                shall
                be liable to pay interest on such sum from the due date of payment
                at the
                annual rate of 2 percent above the base lending rate from time to
                time of
                Barclays Bank plc, accruing on a daily basis until payment is made
                in
                full.

            


    

    


    
      	7.4  	
              The
                Project Manager shall pay to Ridgewood with respect to each New Project,
                an amount in lieu of interest equal to 0.8333 per cent per month
                (or part
                thereof) on all amounts advanced to the Project Manager by Ridgewood
                as
                progress payments with respect to such New Project pursuant to
                Clause
                7.2,
                such interest to accrue up to the earlier of (i) the date of Commissioning
                (ii) the date, if any, upon which the Equipment is resited under
                Clause
                10.2
                and (iii) the Relevant Project Company Long Stop Date (as defined
                in the
                ROC Project DSA). 

            


    

    


    
      	8.  	
              DURATION
                OF APPOINTMENT

            


    

    


    
      	8.1  	
              Subject
                to Clause 8.2,
                this Agreement shall remain in effect in relation to each New Project
                until the New Project concerned has reached Commissioning or until
                it is
                agreed between the parties that there is no reasonable prospect of
                that
                New Project Commissioning and the Project Manager shall not be entitled
                to
                terminate this Agreement except as otherwise provided herein.
                

            


    

    


    
      	8.2  	
              Ridgewood
                may terminate this Agreement by giving 21 days' notice in writing
                if the
                Project Manager shall commit a material breach of its obligations
                hereunder and shall fail to remedy such breach within a reasonable
                time of
                notice of such breach being given to it. The right to terminate this
                Agreement granted to Ridgewood under this Clause 8.2
                shall be without prejudice and in addition to any other remedies
                available
                to Ridgewood in respect of such breach but subject always to the
                provisions of Clause
                14.4.

            


    

    


    
      	8.3  	
              The
                Project Manager may terminate this Agreement by giving 21 days’ notice in
                writing if Ridgewood shall commit a material breach of its obligations
                hereunder and shall fail to remedy such breach within a reasonable
                time of
                notice of such breach being given to it. The right to terminate this
                Agreement granted to the Project Manager under this Clause
                8.3
                shall be without prejudice and in addition to any other remedies
                available
                to the Project Manager in respect of such
                breach.

            


    

    


    
      	8.4  	
              Upon
                termination of this Agreement in relation to any New Project the
                Project
                Manager shall return any part of the Fee received by it that has
                not been
                expended on the provision of Services or committed to be expended
                in
                accordance with the Project
                Timetable.

            


    

     

    


    
      	9.  	
              THE
                PROJECT MANAGER’S
                PERSONNEL

            


    

    


    
      	9.1  	
              The
                Project Manager shall use reasonable endeavours to procure that the
                Project Manager’s Representative is fully acquainted with all matters
                relating to the development of the New Projects and shall devote
                proper
                attention to the Services.

            


    

    


    
      	9.2  	
              The
                Project Manager shall be under no obligation to provide the Services
                through any particular person and the Project Manager shall be entitled
                to
                change the personnel engaged in the performance of the Services without
                first notifying Ridgewood.

            


    

    


    
      	10.  	
              PROJECT
                TIMETABLES AND PROJECT
                BUDGETS

            


    

    


    
      	10.1  	
              The
                Project Manager shall use reasonable endeavours to ensure that the
                development of each New Project is carried out in accordance with
                the
                Project Timetable for that New Project, subject to the terms
                hereof.

            


    

     

    
      	10.2  	
              If,
                prior to Commissioning, Ridgewood wishes to re-site any Equipment
                whether
                at another Project Company or elsewhere or if it wishes to substitute
                any
                Project Company then, in addition to the fees payable pursuant to
                Clause
                7,
                Ridgewood shall pay the Project Manager an amount equal to the cost
                incurred by the Project Manager in such re-siting or substitution
                PROVIDED
                ALWAYS
                that Ridgewood and the Project Manager shall negotiate in good faith
                to
                agree such cost and, if no agreement can be reached, then the Project
                Manager shall be under no obligation to re-site the Equipment or
                substitute the Project Company. 

            


    

     

    
      	11.  	
              COMMUNICATIONS
                PROCEDURES

            


    

    


    
      	11.1  	
              The
                Project Manager's Representative shall meet with Ridgewood’s
                Representative monthly to report on and review the progress in the
                development of the New Projects. Such meeting to take place either
                in
                person or by telephone with in person meetings taking place at the
                Project
                Manager’s office in Bolton, a Site or in such other location as the
                Representatives may agree.

            


    

    


    
      	11.2  	
              The
                Project Manager shall inform Ridgewood as soon as reasonably practicable
                if it has reason to suspect that it may prove impossible or impracticable
                to complete any New Project within the relevant Project
                Timetable.

            


    

    


    
      	12.  	
              ASSIGNMENT,
                DELEGATION AND
                ACCESSION

            


    

    


    
      	12.1  	
              Ridgewood
                shall not without the prior written consent of the Project Manager
                assign
                or delegate any of its duties under this Agreement to any other person,
                firm or company.

            


    

    


    
      	12.2  	
              The
                Project Manager may assign or delegate any of its duties under this
                Agreement without first notifying Ridgewood to any other company
                provided
                always that:

            


    

     

    
      	12.2.1  	
              the
                Project Manager may only assign or delegate such duties to a company
                being
                a Group Company;

            


    

    


    
      	12.2.2  	
              Ridgewood
                shall accept the performance by any such other Group Company of such
                duties as performance by the Project Manager;
                and

            


    

    


    
      	12.2.3  	
              Ridgewood
                shall continue to pay the Fee in accordance with Clause
                7 to
                the Project Manager or as the Project Manager may instruct
                Ridgewood.

            


    

    


    
      	12.3  	
              The
                Project Manager may assign or delegate any of its duties under this
                Agreement to a company not being a Group Company with the prior written
                consent of Ridgewood, such consent not be unreasonably withheld or
                delayed.

            


    

     

    
      	12.4  	
              The
                Project Manager hereby acknowledges that the identity of the Project
                Companies set out in Schedule
                1
                may change insofar as Ridgewood can substitute a Project Company
                currently
                set out in Schedule
                1
                prior to its commissioning with another company on a one for one
                basis.
                The Project Manager agrees to provide the Services to the Project
                Companies listed in Schedule
                1
                (from time to time) and any company that is added to Schedule
                1
                in
                substitution for a company that is currently listed provided, that
                Ridgewood furnishes the Project Manager with a copy of the relevant
                deed
                of release, adherence and accession that permits the Project Company
                to be
                added to Schedule
                1
                to
                accede to the ROC Project DSA. Where a Project Company is removed
                from
                Schedule
                1
                at
                the election of Ridgewood, it shall also be removed from Schedule
                2
                (Project Timetable) and the company that is substituted into Schedule
                1
                shall also be inserted into Schedule
                2
                and the parties hereto shall use commercially reasonable endeavours
                to
                agree the relevant information that is to be inserted into Schedule
                2 in
                respect of the company that is substituted into Schedule
                1.

            


    

     

    
      	12.5  	
              Where
                a Project Company is removed from Schedule
                1,
                any rights, obligations and/or liabilities that the parties hereto
                have to
                or against the other in respect of that Site ,other than as to rights,
                obligations and liabilities pursuant to Clauses
                10.2
                and 14.3,
                shall be waived by the parties hereto.


            


    

     

    
      	12.6  	
              Where
                Ridgewood exercises its right to substitute a Project Company pursuant
                to
                Clause
                12.4
                above, any sums paid to the Project Manager by Ridgewood pursuant
                to
                Clause
                7.1
                in
                respect of the substituted Project Company (“the Prepayments”) shall be
                deemed to be a pre-payment in respect of the Services undertaken
                by the
                Project Manager in respect of the new company and the Project Manager
                agrees that the only demand for payment in respect Services provided
                to
                such new company shall be for an amount equal to the difference between
                the Prepayments and the Fee which would otherwise be payable in respect
                of
                the new company calculated in accordance with Clause
                7.1
                (“the Excess”). The provisions of Clause
                7.3
                shall apply to the Excess.

            


    

     

    
      	13.  	
              CONFLICT
                OF INTEREST

            


    

    


    The
      Project Manager shall not be prohibited from entering into further consultancy
      agreements similar to this Agreement with other parties for the purposes of
      developing, managing and commissioning or consulting on other projects of a
      similar nature to the New Projects. 

    


    
      	14.  	
              LIMITATION
                OF LIABILITY

            


    

    


    
      	14.1  	
              The
                Project Manager will use reasonable endeavours to deliver the Services
                hereunder within the time agreed and to the standard agreed and,
                if no
                time or standard is agreed, then within a reasonable time and to
                a
                reasonable standard. If despite those endeavours the Project Manager
                is
                unable for any reason other than the Project Manager’s wilful default, to
                deliver such Services the Project Manager will be deemed not to have
                breached this Agreement.

            


    

    


    
      	14.2  	
              It
                is agreed that the Project Manager will have no liability to Ridgewood
                for
                direct, indirect or consequential loss (all three of which terms
                includes,
                without limitation, pure economic loss, loss of profits, loss of
                business,
                depletion of goodwill and like loss) howsoever caused save that the
                Project Manager does not exclude its liability (if any) to Ridgewood
                for
                any direct loss arising from the Project Manager’s wilful default (but,
                for the avoidance of doubt, the Project Manager does exclude liability
                for
                any indirect or consequential loss that may arise from such wilful
                default) and for personal injury or death resulting from the Project
                Manager’s negligence, fraud or for any matter which it would be illegal
                for the Project Manager to exclude or to attempt to exclude its
                liability.

            


    

    


    
      	14.3  	
              Ridgewood
                agrees to indemnify and keep indemnified and hold the Project Manager
                harmless from and against all and any claims, awards, penalties,
                damages
                or loss (including professional costs) whatsoever and howsoever caused
                as
                a direct or indirect result of any damage or loss (including, without
                limitation, pure economic loss, loss or profit, loss of business,
                depletion of goodwill and the like loss) caused by the Equipment
                whether
                prior to , at or any time after Commissioning to the Site, the Equipment,
                the Existing Plant and the Project Manager’s personnel.
                

            


    

    


    
      	14.4  	
              For
                the avoidance of doubt Ridgewood agrees that its only remedy under
                this
                Agreement (save in the case of the Project Manager’s wilful default) shall
                be the right of termination (if any) under Clause
                8.

            


    

    


    
      	15.  	
              RELATIONSHIP
                OF THE PARTIES

            


    

    


    Nothing
      in this Agreement shall constitute or be deemed to constitute, make or otherwise
      give effect to a joint venture, pooling arrangement or partnership between
      the
      parties or create any relationship of employment between the
      parties.

    


    
      	16.  	
              DISPUTES

            


    

    


    
      	16.1  	
              If
                a dispute of any kind whatsoever arises between the parties in connection
                with or arising out of this Agreement it shall be settled in accordance
                with the following provisions.

            


    

    


    
      	16.2  	
              For
                the purpose of this Clause, a dispute shall be deemed to arise when
                one
                party serves on the other a notice in writing (hereinafter called
                the
                "Notice
                of Dispute")
                stating the nature of the dispute and requiring the dispute to be
                considered by an adjudicator who, if not agreed upon between parties,
                shall be appointed by the Chairman of the Chartered Institute of
                Arbitrators in England upon application by either of them. The dispute
                shall thereafter be referred and considered by such adjudicator in
                accordance with the procedure under the TeCSA Adjudication Rules
                2002,
                version 2.0 or any amendment or modification thereof being in force
                at the
                date of such notice. The recommendation of the adjudicator shall
                be deemed
                to have been accepted in settlement of the dispute unless written
                Notice
                to Refer under Clause 16.3
                is
                served within one calendar month of the receipt of the adjudicator's
                recommendation. 

            


    

    


    
      	16.3  	
              Where
                either party is dissatisfied with any recommendation of an adjudicator
                appointed under Clause
                16.2
                then such party may within one calendar month of receipt of the
                adjudicator's recommendation refer the dispute to the jurisdiction
                of the
                court by service a written notice (the "Notice
                to Refer")
                on the other party.

            


    

    


    
      	17.  	
              NOTICES

            


    

    


    
      	17.1  	
              Any
                notice or other communication requiring to be given or served under
                or in
                connection with this Agreement shall be in writing and shall be
                sufficiently given or served if
                delivered:-

            


    

    


    
      	 	
              (a)

            	
              in
                the case of Ridgewood to:

            


    

    947
      Linwood Avenue

    New
      Jersey

    USA

    07450

    Fax:  001-201-447-9000

    Attention: Chris
      Naunton

    Email:
        cnaunton@ridgewoodpower.com

    


    
      	 	
              (b)

            	
              in
                the case of the Project Manager to:

            


    

    Unit
      14-15 Queensbrook

    Bolton
      Technology Exchange

    Spa
      Road

    Bolton

    BL1
      4AY

    Fax: 01204
      535
      310

    Attention: Dominic
      Greenough

    Email: greenough@clpenvirogas.com

    


    or
      to
      such alternative address, fax number, email address or person as any party
      may
      nominate by notice to the others given in accordance with this Clause
      17.

    


    
      	17.2  	
              Any
                notice shall be delivered by hand or sent by legible facsimile
                transmission or pre-paid first class post (airmail if sent to or
                from an
                address outside the United Kingdom) and if delivered by hand or sent
                by
                legible facsimile or email transmission shall conclusively be deemed
                to
                have been given or served at the time of despatch and if sent by
                post
                aforesaid shall conclusively be deemed to have been received 48 hours
                from
                the time of posting (or 72 hours if sent to or from an address outside
                the
                United Kingdom). 

            


    

    


    
      	18.  	
              FORCE
                MAJEURE

            


    

    


    Notwithstanding
      any other provision in this Agreement no default delay or failure to perform
      on
      the part of any party shall be considered a breach of this Agreement if such
      default delay or failure to perform is shown to be due entirely to cause beyond
      the direct control of the party charged with such default, including, but not
      limited to such events as riots, civil embargoes, storms, floods, fire,
      earthquakes, acts of God or the public enemy, an act of terrorism, national
      emergency or nuclear disasters, strike, lockout, labour unrest (affecting the
      performance of this agreement) provided that where such incident extends to
      employees of the Project Manager it is part of a national, industry - wide
      action. In the case of the occurrence of such event the time for performance
      required by either party under this Agreement shall be extended for any period
      during which performance is prevented by such event. However, any other party
      may terminate this Agreement by notice if such event preventing performance
      continues for more than 60 continuous days.

    


    
      	19.  	
              GOVERNING
                LAW

            


    

    


    This
      Agreement shall be governed by and interpreted in accordance with English Law
      and each of the parties hereto submits to the non-exclusive jurisdiction of
      the
      English Courts.

    


    
      	20.  	
              THIRD
                PARTIES

            


    

    


    The
      parties to this Agreement do not intend that any of its terms will be
      enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by
      any
      person not a party to it.

    


    
      	21.  	
              COUNTERPARTS

            


    

     

    This
      Agreement may be executed in any number of counterparts and all of such
      counterparts taken together shall be deemed to constitute one and the same
      instrument.

     

    


     

    IN
      WITNESS whereof the parties have entered into this Agreement the day and year
      first above written.


    
      
        bir_corp\718934\4 

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    SCHEDULE
      1

     

     

    (The
      Project Companies)

     

     

    


     

    
      	
               

              Name

               

            	
               

              Registered
                Number

               

            	
               

              Place
                of Incorporation

               

            
	
               

              Garlaff
                Energy Limited

               

            	
               

              SC195540

               

            	
               

              Scotland

               

            
	
               

              Connon
                Bridge Energy Limited

               

            	
               

              03754257

               

            	
               

              England

               

            
	
               

              Chelson
                Meadow Energy Limited

               

            	
               

              03363593

               

            	
               

              England

               

            
	
               

              Auchencarroch
                Energy Limited

               

            	
               

              SC195539

               

            	
               

              Scotland

               

            
	
               

              Jameson
                Road Energy Limited

               

            	
               

              03754365

               

            	
               

              England

               

            
	
               

              Bellhouse
                Energy Limited

               

            	
               

              03466081

               

            	
               

              England

               

            
	
               

              Beetley
                Energy Limited

               

            	
               

              04939140

               

            	
               

              England

               

            
	
               

              Snetterton
                Energy Limited

               

            	
               

              04939139

               

            	
               

              England

               

            
	
               

              Funtley
                Energy Limited

               

            	
               

              5188256

               

            	
               

              England

               

            


    

     

    


     

     

    The
      registered office of each above-mentioned Project Company registered in England
      is situate at 14 & 15 Queensbrook, Bolton Technology Exchange, Spa Road,
      Bolton, Greater Manchester BL1 4AY and for any Project Company registered in
      Scotland is Princes Exchange, 1 Earl Grey Street, Edinburgh, EH3
      9BN.

     


    
      
        bir_corp\718934\4 

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    SCHEDULE
      2

     

     

    (The
      Project Timetable)

     

     

    


     

    
      	
               

              Project
                Company

               

            	
               

              Number
                of Engine(s)

               

            	
               

              Engine
                Capacity

               

            	
               

              Stage

               

            	
               

              Estimated
                Date

               

            
	
               

              Garlaff
                Energy Limited

               

            	
               

              3

               

            	
               

              3MW

               

            	
               

              Engines
                operational

               

            	 
	
               

              Connon
                Bridge Energy Limited

               

            	
               

              1

               

            	
               

              1.3MW

               

            	
               

              Engines
                operational

               

            	 
	
               

              Connon
                Bridge Energy Limited

               

            	
               

              1

               

            	
               

              1.3MW

               

            	
               

              In
                Commissioning

               

            	
               

              November
                04

               

            
	
               

              Chelson
                Meadow Energy Limited

               

            	
               

              1

               

            	
               

              1MW

               

            	
               

              Engines
                operational

               

            	
               

              September
                04

               

            
	
               

              Auchencarroch
                Energy Limited

               

            	
               

              1

               

            	
               

              1MW

               

            	
               

              Under
                construction

               

            	
               

              February
                05

               

            
	
               

              Jameson
                Road Energy Limited

               

            	
               

              1

               

            	
               

              1MW

               

            	
               

              Engines
                operational

               

            	 
	
               

              Bellhouse
                Energy Limited

               

            	
               

              1

               

            	
               

              0.6MW

               

            	
               

              Under
                construction

               

            	
               

              February
                05

               

            
	
               

              Beetley
                Energy Limited

               

            	
               

              1

               

            	
               

              1MW

               

            	
               

              In
                Commissioning

               

            	
               

              December
                04

               

            
	
               

              Snetterton
                Energy Limited

               

            	
               

              1

               

            	
               

              0.8MW

               

            	
               

              Under
                construction

               

            	
               

              February
                04

               

            
	
               

              Funtley
                Energy Limited

               

            	
               

              1

               

            	
               

              0.6MW

               

            	 	
               

              June
                04

               

            


    


    
      
        bir_corp\718934\4 

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    SCHEDULE
      3

     

     

    (Services
      to be carried out)

     

     

    The
      principal objective of the Services is to bring about, on behalf of Ridgewood,
      the Commissioning of the Equipment at the Site of each Project Company causing
      the minimum amount of disruption to the operation of the Existing Plant as
      possible and in that regard the following shall comprise the Services and be
      carried out by the Project Manager in respect of each New Project
      accordingly:

     

    
      	1.1    	
               preparing
                the Project
                Timetable and Project Budget in relation to a New
                Project;

            


    

    


    
      	1.2    	
              preparing
                the detailed design specification and plans of the Equipment to be
                installed or constructed at each Site, together with such additional
                plant
                and infrastructure as may be necessary including, without limitation
                and
                for the avoidance of doubt, separate metering and connection for
                the New
                Project and the Existing Plant;

            


    

    


    
      	1.3    	
              the
                procurement of the Equipment and such additional plant and infrastructure
                as may be necessary;

            


    

    


    
      	1.4    	
              the
                construction and installation of the
                Equipment;

            


    

    


    
      	1.5    	
              the
                testing of the Equipment to ensure it safely exports electricity
                to the
                National Grid;

            


    

    


    
      	1.6    	
              engaging
                the services of, supervising and co-ordinating the third party service
                providers engaged in respect of a New
                Project;

            


    

    


    
      	1.7    	
              advising
                in connection with the obtaining of all necessary planning and other
                consents for a New Project;

            


    

    


    
      	1.8    	
               advising
                on and carrying
                out the general administration of the Commissioning of a New
                Project;

            


    

    


    
      	1.9    	
              providing,
                at all times, information in relation to the Site for a New Project
                and
                the New Project generally including copies of all relevant documents,
                plans and specifications, consents and reports and keeping Ridgewood
                informed of the progress made in respect of bringing about of the
                Commissioning of a New Project;

            


    

    


    
      	1.10  
	
              monitoring
                on behalf of Ridgewood compliance with statutory, local authority,
                building control and fire officer consents and requirements required
                to be
                complied with in the course of bringing about the Commissioning of
                its New
                Project;

            


    

    


    
      	1.11  
	
              monitoring
                the cost control systems and budgets for each New
                Project;

            


    

    


    
      	1.12   	
              endeavouring
                to carry out each New Project substantially in accordance with its
                Project
                Timetable and Project Budget but at all times monitoring the
                same;

            


    

        


    
      	1.13  	
              chairing
                and minuting site meetings on behalf of a Project Company;
                and

            


    

    


    
      	1.14  	
              providing
                such assistance and advice in respect of a New Project as could reasonably
                be expected of a project
                co-ordinator.

            


    

    


    



    
      
        bir_corp\718934\4 

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SIGNED
      by     )

    for
      and
      on behalf of    )

    RIDGEWOOD
      ROC II 2003 LLC  )
      

    In
      the
      presence of: ) 

    


    


    


    


    SIGNED
      by )

    for
      and
      on behalf of    )

    CLP
      DEVELOPMENTS LIMITED )

    In
      the
      presence of:    )