PowerBank II O & M Agreement


    
      	
              DATED

            
	
               

               

               

               

               

               

              (1)  RIDGEWOOD
                ROC II 2003 LLC 

               

              (2)  CLP
                SERVICES LIMITED 

               

               

               

               

               

               

               

            
	
              OPERATIONS,
                REPAIR AND MAINTENANCE AGREEMENT

              relating
                to the landfill gas power generation project at 

              Garlaff
                Landfill Site

            
	 
	
              EVERSHEDS
                LLP

            
	
              115
                Colmore Row

              Birmingham

              B3
                3AL

              Tel:
                +44 121 232 1000

              Fax:
                +44 121 232 1900

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    THIS
      AGREEMENT
      is made
      the day of 

    


    BETWEEN:-

    


    
      	
              (1)

            	
              RIDGEWOOD
                ROC II 2003 LLC
                a
                body corporate incorporated with limited liability in the state of
                Delaware, U.S.A. whose registered address is situate at 947 Linwood
                Avenue, Ridgewood, NJ, 07450, USA (“the Purchaser”); and
                

            


    

    


    
      	
              (2)
                

            	
              CLP
                SERVICES LIMITED a
                company incorporated in England and Wales with company number 04502345
                of
                Unit 14-15, Queensbrook, Bolton Technology Exchange, Spa Road, Bolton
                BL1
                4AY (“the Contractor”).

            


    

    


    WHEREAS

    


    
      	(A)  	
              The
                Purchaser has contracted with others for the installation of Power
                Generation Equipment at the Site.

            


    

    


    
      	(B)  	
              At
                the date of this Agreement the Contractor has agreed to provide operation,
                repair and maintenance services to the Purchaser pursuant to the
                terms of
                this Agreement in respect of the Power Generation Equipment.
                

            


    

    


    NOW
      IT IS HEREBY AGREED AS FOLLOWS:- 

    


    
      	1.  	
              DEFINITIONS

            


    

    


    The
      terms
      defined in this Agreement shall have the meaning specified hereunder unless
      the
      context otherwise requires.

    


    
      	
              “CLP
                Developments Limited”

            	
              shall
                mean CLP Developments Limited (company number 4502342) whose registered
                office address is situate at Unit 14-15, Queensbrook, Bolton Technology
                Park, Spa Road, Bolton BL1 4AY

            
	
              "the
                Commencement Date"

            	 
	
              “Consumables”

            	
              shall
                mean the consumable items used in the provision of the Services,
                including
                lubricating oil, water treatment chemicals, air and oil filters and
                spare
                and replacement parts for the Equipment

            
	
              “Development
                Services Agreement”

            	
              shall
                mean the agreement dated 30 September 2004 and made between the Purchaser
                and CLP Developments Limited

            
	
              “Downtime”

            	
              shall
                mean all time that the Equipment is not exporting
                electricity

            
	
              “Existing
                Electricity Sales Contract”

            	
              shall
                mean the contracts (if any) relating to the sale and supply of electricity
                from the Site under the NFFO or Scottish renewable orders regime
                as
                amended and/or replaced from time to time;

            
	
              “the
                Equipment”

            	
              shall
                mean the Power Generation Equipment and other associated equipment
                as more
                particularly defined in the Development Services Agreement installed
                or to
                be installed and including, where applicable, the flare and flare
                stack
                

            
	
              “Group
                Member”

            	
              shall
                mean the Contractor and any holding company of the Contractor and
                its/their respective subsidiaries from time to time

            
	
              "Index
                Linked" 

            	
              shall
                mean that the value quoted applies for any period commencing in the
                year
                commencing 1 April 2004 and will be increased on the 1 April each
                year
                thereafter in accordance with the change in the Retail Price Index
                (all
                items), over the same period

            
	
              "Initial
                Term"

            	
              shall
                mean the period set out in clause
                2

            
	
              "kWh
                Exported"

            	
              shall
                mean the kilowatt hours exported as per the export meter/ meters
                which are
                used for the purpose of measuring the electricity generated by the
                Equipment and exported to the National Grid 

            
	
              "Landfill
                Gas"

            	
              shall
                mean a gas mainly comprising methane, carbon dioxide, nitrogen and
                oxygen
                produced by the decomposition of materials in the landfill at the
                site

            
	
              "Power
                Generation Equipment"

            	
              shall
                mean the electrical power generation equipment supplied or to be
                supplied
                by others (as defined in the Development Services Agreement)
                

            
	
              “Project”

            	
              shall
                mean the generation of power from landfill gas at the
                Site

            
	
              “Project
                Development and Services Agreement”

            	
              shall
                mean the agreement dated 30 September 2004 and made between (1) the
                Purchaser, (2) CLPE ROC -2 Limited (3) CLPE ROC -2A Limited and (4)
                the
                Project Companies (as therein defined)

            
	
              "Services"

            	
              shall
                mean the services detailed in clause
                3

            
	
              "the
                Site"

            	
              shall
                mean the Garlaff landfill site 

            
	
              "the
                Site Operator"

            	
              shall
                mean Barr Limited or their successor in title or
                assignees

            


    

    


    
      	2.  	
              TERM
                OF AGREEMENT

            


    

    


    This
      Agreement shall come into force on the Commencement Date and shall continue
      for
      15 years unless otherwise terminated under Clause
      6
      (the
      "Initial Term"). 

    


    
      	3.  	
              SERVICES

            


    

    


    The
      Contractor will:

     

    
      	3.1  	
              Ensure
                that the allocation of Landfill Gas between any different projects
                on the
                Site is done in such a way as to:

            


    

     

    


    
      	3.1.1  	
              first,
                maximise (subject to the availability of the existing engines) the
                production of electrical energy to meet the obligations under the
                Existing
                Electricity Sales Contract (if any) in respect thereof;
                

            


    

     

    
      	3.1.2  	
              second,
                to prioritise each project in the following
                order:-

            


    

     

    
      	3.1.2.1  	
              project
                funded by monies provided by the Powerbank I
                Fund;

            


    

     

    
      	3.1.2.2  	
              project
                funded by monies provided by the Powerbank II
                Fund;

            


    

     

    
      	3.1.2.3  	
              project
                funded by monies provided by the Powerbank III Fund;
                and

            


    

     

    
      	3.1.2.4  	
              project
                funded by monies provided by the Powerbank IV
                Fund;

            


    

     

    
      	3.1.3  	
              thereafter
                to give priority to the different projects in accordance with the
                historical sequence of
                construction.

            


    

     

    
      	3.2  	
              Pay
                water charges for the supply of water to the
                Equipment.

            


    

    


    
      	3.3  	
              Pay
                electricity charges as levied by the local electricity supplier for
                the
                supply of electricity to the Equipment or as reasonably recharged
                to the
                Purchaser by the Site Operator.

            


    

    


    
      	3.4  	
              Pay
                taxes, rates and other similar costs as may be levied against the
                Purchaser in the ordinary course of business provided always that
                the
                Purchaser undertakes to forward invoices, notices or other correspondence
                relating to such taxes, rates and costs to the Contractor as soon
                as
                reasonably practicable.

            


    

    


    
      	3.5  	
              Monitor
                the Equipment regularly and liaise with the Purchaser with the objective
                of maximising the availability and output of the Equipment.
                

            


    

    


    
      	3.6  	
              Be
                available for the call out on a 24 hour basis for emergencies, breakdown
                and security. The Contractor's staff shall be available to attend
                at the
                Site within 2 hours from notification of such
                events.

            


    

    


    
      	3.7  	
              Perform
                daily, weekly and monthly checks of the operations of the Equipment
                in
                accordance with manufacturer’s recommendations and good maintenance
                practice and supply to the Purchaser on a monthly basis a schedule
                of the
                checks that have been carried out.

            


    

    


    
      	3.8  	
              Maintain
                and keep up to date a maintenance record or log book for the Equipment.
                

            


    

    


    
      	3.9  	
              Provide
                the Purchaser with a weekly operating record of hours run, electricity
                exported and stoppages in a form to be agreed by the Purchaser and
                to meet
                with the Purchaser on a regular basis to discuss operations, such
                meetings
                to take place at the Contractor’s offices in Bolton, the Site or such
                other location as the parties may
                agree.

            


    

    


    
      	3.10  	
              Take
                oil samples, analyse and examine analyses in accordance with the
                manufacturer's recommendations and procedures and supply such information
                to the Purchaser.

            


    

    


    
      	3.11  	
              Change
                lubricating oil at intervals as is consistent with prudent operating
                practice or on such criteria as agreed with the engine and lubricant
                suppliers (if so agreed). 

            


    

     

    
      	3.12  	
              Maintain
                adequate levels of water treatment chemicals in the cooling system
                of the
                Power Generation Equipment.

            


    

    


    
      	3.13  	
              Be
                wholly responsible for and shall indemnify and hold the Purchaser
                harmless
                against any and all claims, liabilities, costs, damages and expenses
                of
                every kind and nature with respect
                to:

            


    

    


    
      	3.13.1  	
              the
                injury or death of any of the Contractor's personnel (including the
                personnel
                of
                the subcontractor of the Contractor) except to the extent such injury
                or
                death is caused by the negligence of the Purchaser or a fault or
                defect in
                the Equipment;

            


    

    


    
      	3.13.2  	
              the
                sickness, injury or death of any third party and the damage to or
                destruction of any property of any third party arising directly or
                indirectly during or as a result of any act or omission or default
                of the
                Contractor in carrying out the services under this Agreement and
                the
                Contractor agrees to take out the necessary insurance with a limit
                of
                indemnity of £5,000,000 to comply with his obligation under this
                clause
                3.13;
                and

            


    

    


    
      	3.13.3  	
              the
                use of the Site by the Contractor.

            


    

    


    
      	3.14  	
              Produce
                a statement at three monthly intervals giving its assessment of the
                condition of the Equipment supported by details of maintenance work
                which
                has been completed.

            


    

    


    
      	3.15  	
              Use
                the Site for the purposes of the Project and not for any unrelated
                business activity.

            


    

    


    
      	3.16  	
              Arrange
                for adequate stocks of consumables including air and oil filters
                and spark
                plugs to be held on Site.

            


    

    


    
      	3.17  	
              Provide
                supplies of lubricating oil in order to replenish and change the
                engine
                lubricating oil at intervals on such criteria as agreed with the
                engine
                and lubricant suppliers.

            


    

    


    
      	3.18  	
              Provide
                adequate supplies of water treatment chemicals in order to maintain
                the
                cooling system of the Power Generation
                Equipment.

            


    

    


    
      	3.19  	
              Meet
                all costs and any associated costs (other than capital costs) involved
                in
                providing the Services including lubricating oil and water treatment
                chemicals provided that if the price of lubricating oil or water
                treatment
                chemicals increases at a rate greater than the fee increase mechanism
                stipulated in clause
                5.4
                of
                this Agreement then the Purchaser shall pay the Contractor the difference
                between the price paid by the Contractor for lubricating oil and
                water
                treatment chemicals and the price for such items defined under the
                fee
                increase mechanism in clause
                5.4
                of
                this Agreement. 

            


    

    


    
      	3.20  	
              At
                the commencement of each calendar year provide the Purchaser and
                any other
                party as the Purchaser reasonably directs with a programme for that
                year
                giving the anticipated maintenance programme and Downtime periods
                for all
                elements of the Equipment.

            


    

    


    
      	3.21  	
              Operate,
                maintain and repair the Equipment. 

            


    

    


    
      	3.22  	
              Employ
                persons of adequate skill and experience to operate the
                Equipment.

            


    

    


    
      	3.23  	
              Follow
                all health and safety legislation and the codes of practice and guidelines
                issued by the Health and Safety
                Executive.

            


    

    


    
      	3.24  	
              Keep
                the Equipment clean and of good appearance at all
                times.

            


    

    


    
      	3.25  	
              Liaise
                with the Site Operator as necessary and comply with all relevant
                Site
                instructions, traffic movements and other Site management matters.
                

            


    

    


    
      	3.26  	
              Subject
                and without prejudice to clause
                3.1
                the Contractor will use reasonable efforts to
                ensure
                that when the Equipment operates it exports the maximum possible
                kilowatt
                hours of electricity, within the limitations of the rated capacity
                of the
                Equipment and the gas available.

            


    

    


    
      	3.27  	
              Co-operate
                with the Purchaser and liaise with the engine, gas pump and other
                equipment suppliers to ensure that the maintenance and servicing
                of the
                Equipment is carried out either in accordance with such suppliers
                recommendations and procedures or in accordance with the reasonable
                judgement of the Contractor pursuant to Clause
                3.32.

            


    

    


    
      	3.28  	
              Supply
                and fit spare and replacement parts to the Equipment in accordance
                with
                the reasonable judgement of the Contractor acting in accordance with
                Clause
                3.32
                provided that it is accepted that the Contractor is not responsible
                for
                meeting the costs of relocating the Equipment or supplying and installing
                additional Equipment or any similar works or services and that the
                costs
                of such relocation and installation will be born wholly by the
                Purchaser. 

            


    

    


    
      	3.29  	
              Subject
                to the provisions of clause
                3.28
                meet all costs (other than capital costs) involved in providing the
                Services as described herein. 

            


    

    


    
      	3.30  	
              Subject
                to the provisions of clause
                5
                pay for spare and replacement parts, repair and maintenance costs
                provided
                by any third party supplier it being accepted that any parts or costs
                associated with Equipment relocation or extension as described in
                clause
                3.28
                above are the responsibility of the
                Purchaser.

            


    

    


    
      	3.31  	
              Co-operate
                with all reasonable requests of any independent expert that may be
                engaged
                by the Purchaser to oversee and report on the state of the Equipment
                and
                the manner in which it is being operated and to act upon the reasonable
                instructions of such independent
                expert.

            


    

    


    
      	3.32  	
              In
                all cases the Contractor shall carry out its obligations to the standards
                of a reasonable and prudent operator, meaning standards, practices,
                methods and procedures conforming to law and that degree of skill,
                diligence, prudence and foresight which would reasonably and ordinarily
                be
                expected from a skilled and experienced operator and, where appropriate,
                within manufacturer’s recommendations and
                procedures.

            


    

    


    
      	3.33  	
              Insure
                the Equipment for its replacement value against fire and all perils
                and
                take out catastrophic breakdown cover with a reputable Insurance
                Company
                and pay all premiums and excesses on claims save in respect of any
                claims
                arising due to the Contractor’s
                negligence.

            


    

    


    
      	4.  	
              PURCHASER’S
                OBLIGATIONS

            


    

    


    The
      Purchaser shall :

    


    
      	4.1  	
              Pay
                for the Services pursuant to the terms set out in clause
                5.

            


    

    


    
      	4.2  	
              Pay
                for such costs reasonably incurred by the Contractor as a consequence
                of
                termination by Force Majeure as set in Clause
                7.

            


    

    


    
      	5.  	
              PAYMENT

            


    

    


    
      	5.1  	
              Subject
                to Clause
                5.4 the
                Services are to be invoiced at the rate of 1.50 pence per
                kwh Exported with effect from the Commencement Date.
                

            


    

    


    
      	5.2  	
              The
                charges arising from the Services shall be payable monthly and shall
                be
                invoiced by the Contractor at the end of each month and settled within
                30
                days by the Purchaser.

            


    

    


    
      	5.3  	
              Value
                Added Tax will be added to the above amounts at the rate prevailing
                at the
                time.

            


    

    


    
      	5.4  	
              The
                fees as set out in Clause
                5.1
                will be increased on 1 April each year by the amount that the Retail
                Price
                Index (all items) has increased (if at all) over the previous year.
                

            


    

    


    
      	6.  	
              TERMINATION
                OF THE AGREEMENT

            


    

    


    
      	6.1  	
              Any
                party shall have the right at any time to terminate this Agreement
                in any
                of the following events:-

            


    

    


    
      	6.1.1  	
              If
                any other party commits a material breach of any of the terms of,
                or
                conditions of this Agreement, which may or may not be capable of
                remedy
                and fails to rectify such breach within one hundred and twenty (120)
                days
                after written notice of such breach has been
                given.

            


    

    


    
      	6.1.2  	
              If
                any other party commits a material breach of any of the provisions
                of this
                Agreement which is not capable of
                rectification.

            


    

    


    
      	6.1.3  	
              If
                any other party has an administrator or an administrative receiver
                or
                receiver appointed by its creditors or goes into liquidation other
                than
                voluntary liquidation for the purposes of reconstruction or amalgamation.
                

            


    

    


    
      	6.2  	
              Either
                the Contractor or the Purchaser may terminate this Agreement immediately
                if the Project has suffered a material adverse change in its business,
                financial condition or prospects which, in the reasonable determination
                of
                the terminating party, makes the continued operation of the Project
                uneconomic.

            


    

    


    
      	6.3  	
              Subject
                to Clause
                11.2,
                the Purchaser shall be entitled to terminate this Agreement on notice
                if
                the Site is substituted out of the Project Development and Services
                Agreement by the Purchaser.

            


    

    


    
      	6.4  	
              On
                termination of the Agreement the Purchaser shall have the right but
                not
                the obligation to purchase from the Contractor all items of Consumables
                held by the Contractor in respect of the Project as at the date of
                termination, by giving written notice to the Contractor on or before
                termination to that effect. The price for such unused consumables
                shall be
                the cost price of the same to the Contractor plus VAT. The cost of
                delivery (insofar as the items are not held at the Project Site)
                to the
                place nominated by the Purchaser shall be for the Purchaser’s
                account.

            


    

    


    
      	6.5  	
              Termination
                of this Agreement as between the parties will be without prejudice
                to the
                accrued rights of such parties at the time of such
                termination.

            


    

    


    
      	7.  	
              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 Contractor 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.

    


    
      	8.  	
              UNDERTAKINGS

            


    

    


    
      	8.1  	
              The
                Purchaser agrees that monies received in respect of insurance policies
                shall be applied in accordance with this Operations, Repair and
                Maintenance Agreement.

            


    

    


    
      	8.2  	
              The
                Contractor agrees not to make changes to the Equipment having a cost
                greater than £15,000 that is not provided for in the approved budget
                without the prior written approval of the
                Purchaser.

            


    

     

    


    
      	9.  	
              LIMITATION
                OF LIABILITY

            


    

    


    
      	9.1  	
              The
                Contractor 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 Contractor is
                unable
                for any reason, other than the Contractor’s wilful default, to deliver
                such Services the Contractor will be deemed not to have breached
                this
                Agreement.

            


    

    


    
      	9.2  	
              It
                is agreed that the Contractor will have no liability to the Purchaser
                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
                Contractor does not exclude its liability (if any) to the Purchaser
                for
                any direct loss arising from the Contractor’s wilful default (but, for the
                avoidance of doubt, the Contractor 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 Contractor’s negligence, fraud
                or for any matter which it would be illegal for the Contractor to
                exclude
                or to attempt to exclude its
                liability.

            


    

    


    
      	9.3  	
              For
                the avoidance of doubt the Purchaser agrees that its only remedy
                under
                this Agreement (save in the case of the Contractor’s wilful default) shall
                be the right of termination (if any) under Clause
                6.

            


    

    


    
      	10.  	
              GENERAL

            


    

    


    
      	10.1  	
              Nothing
                in this Agreement shall constitute or be deemed to constitute a
                partnership between the parties hereto or constitute or be deemed
                to
                constitute the Purchaser as agents of the Contractor for any purpose
                whatever.

            


    

    


    
      	10.2  	
              The
                Agreement shall remain in full force and effect even after the expiry
                of
                the term referred to in Clause
                2
                in
                respect of any matters, conditions, covenants or obligations which
                shall
                not have been done, observed or performed by the Contractor or the
                Purchaser prior thereto. 

            


    

    


    
      	11.  	
              ASSIGNMENT

            


    

    


    
      	11.1  	
              Either
                party hereto may assign or transfer the whole or any part of its
                rights,
                powers and benefits hereunder to any party but shall not be entitled
                to
                assign or transfer its duties and obligations hereunder to any party
                except with the written consent of the other party which shall not
                be
                unreasonably withheld or delayed.

            


    

     

    
      	11.2  	
              The
                Contractor hereby expressly acknowledges the Purchaser’s right to
                substitute the identity of the Site hereunder if the Site is substituted
                out of the Project Development and Services Agreement by the Purchaser
                by
                means of terminating this Agreement and entering into a new agreement
                on
                commercial terms identical (mutatis mutandis) to this Agreement in
                respect
                of the Site that has acceded to the Project Development and Services
                Agreement provided always that the Purchaser shall furnish the Contractor
                with a copy of the relevant deed of release, adherence and accession
                that
                permits the new Site to accede to the Project Development and Services
                Agreement.

            


    

     

    
      	12.  	
              WAIVER

            


    

    


    No
      waiver
      of any rights arising under this Agreement shall be effective unless in writing
      and signed by the party against whom the waiver is to be enforced. No failure
      or
      delay by either party in exercising any right power or remedy under this
      Agreement except as specially provided in this clause shall operate as a waiver
      of any right power or remedy. This clause shall not apply where time is
      expressed to be the essence.

    


    
      	13.  	
              LEGAL
                COSTS

            


    

    


    In
      the
      event of arbitration, litigation or other legal proceedings between the parties
      arising from this Agreement the prevailing party shall be entitled to recover
      in
      addition to any other relief awarded or granted its costs and legal fees on
      a
      solicitor and own client basis.

    


    
      	14.  	
              INTEREST

            


    

    


    Any
      party
      not making payment on the due date of any monies properly due under this
      Agreement shall be liable to pay interest at an annual rate of 2% above the
      Base
      Rate of Barclays Bank PLC prevailing from time to time on the amount not
      paid.

    


    
      	15.  	
              NOTICES

            


    

    


    
      	15.1  	
              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 the Purchaser 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 Contractor to:

            


    

    Unit
      14-15 Queensbrook 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
      15.

    


    
      	15.2  	
              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).

            


    

    


    
      	16.  	
              SEVERABILITY

            


    

    


    If
      any
      terms of this Agreement shall be held to be invalid illegal or unenforceable
      the
      remaining terms and provision of this Agreement shall remain in full force
      and
      effect and such invalid illegal or unenforceable term or provision shall be
      deemed not to be part of this Agreement.

    


    
      	17.  	
              HEADINGS

            


    

    


    Headings
      used in this Agreement are for reference purposes only and shall not be deemed
      part of this Agreement.

    


    
      	18.  	
              DISPUTES
                AND PROPER LAW

            


    

    


    
      	18.1  	
              Except
                as otherwise provided in this Agreement if a dispute of any kind
                whatsoever arises between any of the parties hereto in connection
                with or
                arising out of this Agreement it shall be settled in accordance with
                the
                following provisions.

            


    

    


    
      	18.2  	
              For
                the purpose of this Agreement 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. 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
                sub-clause 18.3
                is
                served within one calendar month of the receipt of the adjudicators
                recommendation.

            


    

    


    
      	18.3  	
              Where
                the Purchaser or the Contractor is dissatisfied with any recommendation
                of
                an adjudicator appointed under sub-clause 18.2
                then either the Purchaser or the Contractor may within one calendar
                month
                of receipt of the adjudicator's recommendation refer the dispute
                to the
                jurisdiction of the court.

            


    

    


    
      	18.4  	
              This
                Agreement shall be deemed to have been made in England and the
                construction validity and performance of this Agreement shall be
                governed
                in all respects by English law. Subject to Sub-clauses
                18.1
                to 18.3,
                the parties agree to submit to the exclusive jurisdiction of the
                English
                court.

            


    

    


    
      	19.  	
              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.

    


    
      	20.  	
              THIRD
                PARTIES

            


    

    


    
      	20.1  	
              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.

            


    

    


    IN
      WITNESS thereof the parties hereto have executed this Agreement as a Deed under
      hand

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXECUTED
      and
DELIVERED
      AS A DEED 

    by
      RIDGEWOOD
      ROC II 2003 LLC 

    acting
      by    

    


    (Authorised
      Signatory)    

    


    In
      the
      presence of:     

    


    


    


    


    


    EXECUTED
      and
DELIVERED
      AS A DEED 

    by
      CLP
      SERVICES LIMITED  

    acting
      by    

    


    (Authorised
      Signatory)    

    


    In
      the
      presence of: