ROC Project Development


    
      	
              DATED2004

            
	
              (1)
                 RIDGEWOOD
                ROC II 2003 LLC

               

              (2)
                 CLPE
                ROC-2 LIMITED 

               

              (3) CLPE
                ROC-2A LIMITED

               

              (4)
                 THE
                PROJECT COMPANIES within mentioned

            
	
               

              SECOND
                ROC PROJECT DEVELOPMENT AND SERVICES AGREEMENT

              relating
                to the development of electricity

              generation
                plants on behalf of the 

              Project
                Companies

               

            
	 
	
               

              EVERSHEDS
                LLP

            
	
              115
                Colmore Row

              Birmingham

              B3
                3AL

              Tel:
                +44 121 232 1000

              Fax:
                +44 121 232 1900

            


    

    



    
      
        
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              CONTENTS

               

            
	
              Clause

               

            	 	
              Page

               

            
	
              Section
                1

            	
              Interpretation

            	
              3

            
	
              Section
                2

            	
              Appointment
                of Agents

            	
              8

            
	
              Section
                3

            	
              Development
                of New Projects

            	
              9

            
	
              Section
                4

            	
              Ownership
                and Operation of New Projects

            	
              10

            
	
              Section
                5

            	
              Operations,
                Repair and Maintenance of New Projects

            	
              11

            
	
              Section
                6

            	
              Marketing
                Services

            	
              12

            
	
              Section
                7

            	
              Agent
                Services

            	
              12

            
	
              Section
                8

            	
              Payments

            	
              12

            
	
              Section
                9

            	
              Joint
                and Several Obligations

            	
              15

            
	
              Section
                10

            	
              Indemnity

            	
              15

            
	
              Section
                11

            	
              Assignment
                and Delegation

            	
              16

            
	
              Section
                12

            	
              Release,
                Adherence & Accession

            	
              16

            
	
              Section
                13

            	
              Conflict
                of Interest

            	
              17

            
	
              Section
                14

            	
              Limitation
                of Liability

            	
              17

            
	
              Section
                15

            	
              Relationship
                of the Parties

            	
              17

            
	
              Section
                16

            	
              Disputes

            	
              18

            
	
              Section
                17

            	
              Notices

            	
              18

            
	
              Section
                18

            	
              Force
                Majeure

            	
              19

            
	
              Section
                19

            	
              Governing
                Law

            	
              19

            
	
              Section
                20

            	
              Third
                Parties

            	
              19

            
	
              Section
                21

            	
              Counterparts

            	
              20

            
	 
	
               

              Schedules

            
	 
	
              1

            	
              Project
                Companies

            	
              21

            
	
              2

            	
              Developer
                Services to be carried out

            	
              22

            
	
              3

            	
              The
                Agent Services

            	
              24

            
	
              4

            	
              Deed
                of Release, Adherence and Accession

            	
              25

            


    


    

      
        
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    THIS
      AGREEMENT
      is made
      the day of 2004

    


    BETWEEN

    


    
      	
              (1)

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

            


    

    


    
      	
              (2)
                

            	
              CLPE
                ROC-2 LIMITED
                a
                company incorporated in England and Wales with company number 05040534
                whose registered office is Units 14 & 15 Queensbrook, Bolton
                Technology Exchange, Spa Road, Bolton BL1 4AY (the "Bank Agent");

            


    

    


    
      	
              (3)

            	
              CLPE
                ROC-2A LIMITED
                a
                company incorporated in England and Wales with company number 05188043
                whose registered office is Units 14 & 15 Queensbrook, Bolton
                Technology Exchange, Spa Road, Bolton BL1 4AY (the "Non Bank Agent");

            


    

    


    
      	
              (4)

            	
              THOSE
                COMPANIES
                brief details of which are set out in Schedule
                1
                hereto (the "Project
                Companies"
                and each a "Project
                Company").

            


    

    


    WHEREAS

    


    
      	(A)  	
              The
                Bank Companies (as defined below) and the Bank Agent are all direct
                or
                indirect wholly owned subsidiaries of CLPE Projects 2 Limited (“Projects
                2”) and the Non Bank Companies (as defined below) and the Non Bank
                Agent
                are all members of the CLP group. 

            


    

    


    
      	(B)  	
              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 rights to 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 Project”).

    


    
      	(C)  	
              Each
                Project Company with an Existing Project 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 Project is desirous of constructing, developing
                and operating electricity generating equipment at its Site in order
                to
                generate new electricity (in each case a “New Project”), such electricity
                to be sold, along with its environmental attributes, to one or more
                third
                parties pursuant to new electricity sales agreements (“Subsequent
                Electricity Sales Agreements”).

            


    

    


    
      	(D)  	
              Each
                of the Project Companies does not currently have available sufficient
                financial resources to undertake the development and operation of
                a New
                Project, and each of them has requested that the Developer fund the
                New
                Project using monies provided by the Powerbank II Fund and undertake
                the
                following services and activities as described herein:
                

            


    

    


    
      	 	
              (1)

            	
              to
                use commercially reasonable efforts to construct, install and commission
                a
                New Project at the Site for the benefit of the Project Company as
                described herein; including, without limitation, the services set
                forth on
                Schedule
                2
                hereto

            


    

    


    
      	 	
              (2)

            	
              after
                Commissioning of the New Project, to use commercially reasonable
                efforts
                to arrange for the operation and maintenance services necessary for
                the
                ongoing operation of the New Project, and


            


    

    


    
      	 	
              (3)

            	
              after
                Commissioning of the New Project, to use commercially reasonable
                efforts
                to perform the marketing services necessary to arrange for the sale
                of
                electricity and environmental attributes produced by the New Project
                under
                a Subsequent Electricity Sales Agreement for the benefit of the relevant
                Project Company.

            


    

    


    
      	(E)  	
              The
                Developer is prepared to undertake all such services and activities
                (“Developer Services”) requested by the Project Companies in respect of
                the New Projects on the terms and conditions set forth herein, including,
                specifically, compensation set forth in Section
                8
                below.

            


    

    


    
      	(F)  	
              The
                Bank Agent and the Non Bank Agent have been established for the purpose
                of
                coordinating the activities of each of the Bank Companies and Non
                Bank
                Companies respectively in connection with the New Projects; including,
                without limitation, the performance on behalf of each of the relevant
                Project Companies of all of their respective obligations hereunder,
                as
                well as the performance of the agent services more fully described
                on
                Schedule
                3
                hereof (the “Agent Services”). 

            


    

    


    NOW
      THEREFORE, the parties agrees as follows:

    


    
      	Section
              1.  	
              Interpretation

            


    

    


    (a) 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:

    


    

      “Agent”                                                   
        means
        either of the Bank Agent or the Non Bank Agent acting in its agent capacity
        pursuant to the terms of this Agreement and “Agents” shall be construed
        accordingly;

      


      “Bank
        Company”                                  means
        those Project Companies (as at the date of this Agreement listed in Part
        1 of
Schedule
        1)
        which
        are a party or become a party to this Agreement in accordance with Section
        12
        and which
        are
        direct or indirect subsidiaries of Projects 2;

      


      "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 installed
        (separate from and in addition to such electricity generating facilities
        installed or to be installed in relation to an Existing Project) on a relevant
        Site by the Developer in accordance with the terms of this
        Agreement;

      


      “Facility
        Agreement”                           
means
        the
        amended and restated facility agreement dated on or around the date of this
        Agreement between (inter alios) Projects 2 as borrower, certain of the Project
        Companies, the Bank Agent and Bank of Scotland, and includes all restatements
        amendments and variations thereof and supplements thereto from time to time
        in
        force;

      


      an
        "Insolvency
        Event"                            means
        any
        of the following events:-

      


      the
        Agent
        is deemed unable to pay its debts in accordance with Section 123(1)(b) or
        (c) or
        (2) of the Insolvency Act 1986 or becomes unable generally pay its debts
        as they
        fall due, or otherwise becomes or is declared insolvent, or suspends making
        payments (whether of principal or interest) with respect to all or any class
        of
        its debts or announces an intention to do so; or

      


      an
        application for an administration order in relation to the Agent is presented
        to
        the court or in the case of the Bank Agent, any meeting of any Debtor Party
        (as
        defined in the Facility Agreement) is convened for the purpose of considering
        any resolution to present an application for such an order; or

      


      any
        steps
        are taken with a view to proposing (under any enactment or otherwise) any
        kind
        of composition, scheme of arrangement, compromise or arrangement involving
        the
        Agent and its creditors generally (or any class of them); or

      


      any
        administrative or other receiver or any manager of the Agent or any of its
        property is appointed or the directors of the Agent request any person to
        appoint such a receiver or manager; or

      


      any
        steps
        are taken to repossess any goods in the Agent’s possession under any hire
        purchase, conditional sale, chattel leasing, retention or title or similar
        agreement or any steps are taken with a view to putting or effecting in force
        any kind of attachment, sequestration, distress, arrestment or execution
        (except
        in all cases where any such steps:-

      


      (a) give
        rise
        to a claim or potential liability of  less
        than
£50,000 and the claim or liability or being contested in good faith;
        or

      


      (b) are
        otherwise discharged within thirty days  after
        being levied, enforced or sued out),

      


      against
        the Agent or any of its property; or

      


      any
        meeting of the Agent is convened for the purpose of considering any resolution
        for (or to petition for) its winding up, the Agent passes such a resolution,
        or
        the Agent or any other person presents any petition for the Agent’s winding up,
        or an order for the Agent’s winding up is made on the petition of any of its
        creditors; or

      


      any
        steps
        are taken with a view to the dissolution of the Agent (other than for the
        purpose of any reconstruction or amalgamation which, in the case of the Bank
        Agent only, has been previously sanctioned in writing by the Bank of Scotland);
        or

      


      anything
        analogous to or having a substantially similar effect to any of the events
        specified in this definition shall occur under the laws of any applicable
        jurisdiction; or

      


      the
        Agent
        ceases, or threatens to cease, to carry on all or a substantial part of its
        business.

      


      the
        "Kilowatt
        Hour Rate"                      
        5.3
        pence;

      


      “NFFO
        Power
        Purchase                        means
        contracts with The Non Fossil Purchasing 

      Agreements”   
        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;

      


      “Non
        Bank
        Company”                          means
        those Project Companies (as at the date of this Agreement listed in Part
        2 of
Schedule
        1)
        which
        are a party or become a party to this Agreement in accordance with Section
        12
        and
        which are not Bank Companies ;

      


      "Relevant
        Project                                  
for
        each
        Project Company the later of (i) the date

      Company
        Long Stop
        Date"                 
(if
        any)
        shown in Schedule
        1,
        (ii)
        the date twelve months after the first payment under the Development Services
        Agreement and (iii) the date when the Developer (or its subcontractors)
        acknowledge that Commissioning will not take place for a particular site/or
        removes the Equipment being itself no later than eighteen months after the
        first
        payment under the Development Services Agreement;

      


      “Site”                                                       means
        in
        relation to any New Project the landfill site on which the new or additional
        (as
        the case may be) electricity generating equipment is to be constructed and/or
        installed pursuant to this Agreement;

      


      "Term"                                                    
        means
        in
        respect of a New Project the period of time commencing on Commissioning and
        ending on the later of (i) the tenth anniversary of Commissioning and (ii)
        the
        date when the Developer exercises its right to take away any New Project
        Equipment from the Site in accordance with its rights under Section
        4;

      


      “Third
        Amendment
        and                     means
        the
        third amendment and restatement

      Restatement
        Agreement”                 agreement
        made between inter alios, (1) Projects 2, (2) CLPE 1999 Limited, (3) CLPE
        Projects 1 Limited, (4) CLPE ROC 1 Limited (4) the Bank Agent, (5) certain
        Project Companies and (6) the Bank of Scotland on or around the date of this
        Agreement;

    

    


    and
      each
      of the following shall have the meaning set forth in the recitals to this
  Agreement:

    


    “Agent
      Services”

    “Developer
      Services”

    “an
      Existing Project”

    “a
      New
      Project”

    “Projects
      2”

    “a
      Subsequent Electricity Sales Contract”

    


    
      	 	
              (b)

            	
              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.

            


    

    


    
      	 	
              (c)

            	
              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.

            


    

    


    
      	 	
              (d)

            	
              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.

            


    

    


    
      	 	
              (e)

            	
              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.

            


    

    


    
      	 	
              (f)

            	
              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.

            


    

    


    
      	 	
              (g)

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

            


    

    


    
      	 	
              (h)

            	
              References
                to a document being in the agreed terms shall be reference to a document
                the form of which has been agreed and initialled by or on behalf
                of all
                the parties hereto.

            


    

    


    
      	Section
              2.  	
              Appointment
                of Agent.
                Each of the Bank Companies hereby appoints the Bank Agent as its
                agent and
                each of the Non Bank Companies hereby appoints the Non Bank Agent
                as its
                agent, for all purposes in connection with the activities and transaction
                contemplated by this Agreement. Each Agent hereby accepts such
                appointment, and agrees to use commercially reasonable efforts to
                perform
                the Agent Services for and on behalf of each relevant Project Company
                in
                respect of its New Project as set out in this Agreement or as otherwise
                may be agreed in writing between such Project Company and such Agent,
                with
                the approval of the Developer provided that each Agent shall be entitled
                to recover from the relevant Project Companies all costs incurred
                by it in
                delivering the Agent Services. Each Agent shall be the sole authorized
                representative of each of the relevant Project Companies in connection
                with the development of the New Projects and the execution of any
                Subsequent Electricity Sales Agreements, and shall have the authority
                to
                enter into binding legal obligations on behalf of each of the relevant
                Project Companies in connection therewith. The Developer and other
                third
                parties may rely on such authority of the Agent without further inquiry.
                Each of the Project Companies will execute on the date hereof a power
                of
                attorney in the agreed terms which shall appoint the relevant Agent
                as its
                attorney in accordance with this Section
                2.
                The Bank Companies shall jointly and severally indemnify and hold
                the Bank
                Agent harmless and the Non Bank Companies shall jointly and severally
                indemnify and hold the Non Bank Agent harmless, from all loss, cost
                or
                expense arising out of the operation of the Agent Services and each
                Agent
                shall be entitled to reimbursement from the relevant Project Companies
                in
                respect of any expenses incurred in the operation of the Agent Services.
                Each Agent will use commercially reasonable endeavours to perform
                the
                Agent Services 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 an Agent is unable
                for
                any reason other than that Agent’s negligence or wilful default, to
                perform such services and activities such Agent will be deemed not
                to have
                breached this Agreement.

            


    

    


    It
      is
      agreed that neither Agent will have any liability to the Developer or the
      Project Companies for indirect or consequential loss (which terms include,
      without limitation, pure economic loss, loss of profits, loss of business,
      depletion of goodwill and like loss) howsoever caused save that neither Agent
      excludes its liability (if any) to the Developer or the Project Companies for
      loss arising from the Agent’s wilful default or for personal injury or death
      resulting from that Agent’s negligence, fraud or for any matter which it would
      be illegal for such Agent to exclude or to attempt to exclude its
      liability.

    


    The
      Developer agrees that it shall not enforce or seek to enforce any of its rights
      against the Project Companies and shall have recourse only to the relevant
      Agents, save in relation to the Developer’s right of indemnity pursuant to
Section
      4.

    


    If
      an
      Insolvency Event occurs in respect of an Agent the appointment of that Agent
      under this Section shall immediately terminate and all obligations, rights
      and
      remedies shall be direct between the relevant Project Companies and the
      Developer pending the appointment (if any) of a replacement to that Agent as
      specified below. Any monies held by such Agent on behalf of the Project
      Companies shall be paid by the Agent to the relevant Project Company to enable
      it to fulfil its obligations under this Agreement. 

    


    In
      the
      event that an Insolvency Event occurs in relation to an Agent, the relevant
      Project Companies shall as soon as reasonably practical appoint another party
      to
      be a Bank or Non Bank Agent as the case may be pursuant to this Agreement and
      shall procure that the replacement Agent enters into all novations, deeds and
      covenants as may be necessary to ensure the replacement Agent is bound by the
      obligations and terms of this Agreement and all other relevant arrangements
      contemplated by this Agreement (subject always to the terms of:-

     

    (a) a
      ROC
      Project DSA Direct Agreement entered into on the date hereof between the
      Developer, the Agents, the Project Companies and the Governor Company of the
      Bank of Scotland; and 

     

    (b) the
      Facility Agreement).

    


    
      	Section
              3.  	
              Development
                of New Projects.
                

            


    

    
      	(a)  	
              The
                Developer hereby undertakes to use all reasonable commercial efforts
                to
                cause the construction, installation and Commissioning of a New Project
                at
                each relevant Site for the benefit of each Project Company in accordance
                with the terms hereof. The parties contemplate that the Developer
                will
                enter into a development agreement with CLP Developments Limited
                a company
                registered in England and Wales with number 04502342 (“CLP Developments”)
                substantially in the form of the agreement in the agreed terms (the
                “Development Services Agreement”) for procurement of equipment, and the
                construction, installation and Commissioning of each New Project
                on a
                “turnkey” fixed-price basis of £850,000 per megawatt of rated export
                capacity of the generating equipment installed in each New Project
                (pro-rated to the extent that such installed capacity is expressed
                in
                other than whole megawatt amounts). If the Developer wishes to terminate
                or amend the Development Services Agreement or waive any of its rights
                thereunder or enter into a new development agreement it shall first
                obtain
                the consent of the Agents to such termination, amendment, waiver
                or new
                agreement and such consent of the Agents shall not be unreasonably
                withheld or delayed. 

            


    

    


    
      	(b)  	
              Each
                of the Project Companies and the Agents agree to accept the performance
                of
                CLP Developments (or any other company within the same group) under
                the
                Development Services Agreement as performance by the Developer hereunder.
                

            


    

     

    
      	(c)  	
              Where
                the Developer has not by the Relevant Project Company Long Stop Date
                reached Commissioning on a Site the relevant Project Company shall
                be
                entitled to adopt any other methods to develop the Site which it
                believes
                are reasonable or which it considers necessary to comply with its
                obligations to the owner or operator of the Site, and the relevant
                Agent
                may require that any Equipment is removed from the Site by the
                Developer.

            


    

    


    
      	(d)  	
              The
                Developer agrees that it shall provide or procure the provision of
                separate metering and separate electricity network connection for
                the New
                Project to, inter alia, enable separate monitoring of electrical
                output
                for the New Project and (where relevant) the Existing Project at
                each
                Site.

            


    

    


    
      	Section
              4.  	
              Ownership
                and Operation of New Projects.
                Notwithstanding the Commissioning of any New Project, the Developer
                will
                retain title to and ownership of all Equipment, and the Project Company
                shall have the right to use such Equipment for the Term to generate
                electricity (and related environmental attributes) for sale under
                Subsequent Electricity Sales Agreements for so long as such Project
                Company remains in compliance in all material respects with the material
                terms of this Agreement applicable to it. In the event that the relevant
                Project Company (or its Agent) shall materially default on any of
                their
                respective obligations hereunder, and such default continues uncured
                for a
                period of thirty days after written notice from the Developer, then
                the
                Developer may take possession of the Equipment and remove it from
                the Site
                or otherwise exercise any and all other remedies available under
                this
                Agreement or otherwise at law. The Project Company will indemnify
                and hold
                the Developer harmless from all loss, cost or expense arising from
                the
                assertion by any party of any lien, encumbrance or claim of title
                or
                ownership interest with respect to the any of the Equipment which
                arise as
                a result of any act or omission of the Project Company or its Agent.
                

            


    

    


    The
      parties acknowledge that a Site may, following Commissioning, cease to generate
      sufficient exporting capacity to make the New Project economically viable.
      If
      the Developer determines in its absolute discretion and acting reasonably that
      the New Project has ceased to be economically viable, it shall notify the
      relevant Agent and the relevant Project Company accordingly in writing together
      with the reasons for its decision. Upon receipt of the notice by the relevant
      Agent, the Developer or its agents shall be authorised to enter the Site and
      remove any Equipment from the Site that has been constructed, installed or
      commissioned under the terms of this Agreement, providing always that the
      Developer shall not be entitled to exercise its rights under this paragraph
      to
      the extent, in doing so, it would result in:-

    


    (i) any
      loss
      of revenue under any electricity supply agreement in respect of Existing
      Project; or

     

    (ii) cause
      any
      damage to an Existing Project; or

     

    (iii) any
      breach of any existing contractual obligations relating to any Existing Project
      on the Site. 

     

    


    
      	Section
              5.  	
              Operations,
                Repair and Maintenance of New Projects.
                After Commissioning of a New Project, the Developer will use all
                commercially reasonable efforts to operate and maintain the New Project
                in
                a reasonable manner for the benefit of the relevant Project Company.
                The
                Developer acknowledges that the Project Companies may already have
                an
                operator providing operation and maintenance services at an Existing
                Project and that to have two different operators on the same site
                would
                cause unnecessary disruption and possible duplication. The Developer
                therefore agrees that the Developer will procure that the same operator
                is
                used for the New Project and the Existing Plant. The parties contemplate
                that the Developer will enter into an Operations, Repair and Maintenance
                Agreement with CLP Services Limited a company incorporated in England
                and
                Wales with number 04502345 (“CLP Services”) or such other supplier of
                operations, repair and maintenance services as the Developer shall
                from
                time to time deem appropriate and which the relevant Agent consents
                to
                (such consent not to be unreasonably withheld or delayed) , substantially
                in the form of the agreement in the agreed terms with respect to
                each New
                Project (the “O&M Services Agreement”), and each Project Company
                agrees to accept the performance by CLP Services (or such other member
                of
                its group) or such other supplier of operations, repair and maintenance
                services as aforesaid under the O&M Services Agreement as performance
                by the Developer hereunder. If the Developer wishes to terminate
                or amend
                the O & M Services Agreement or waive any of its rights thereunder or
                enter into a new operations, repair and maintenance agreement it
                shall
                first obtain the consent of the relevant Agent to such termination,
                amendment, waiver or new agreement and such consent of the Agent
                shall not
                be unreasonably withheld or delayed and such new agreement shall
                be deemed
                to be an O&M Services Agreement for the purposes of this Agreement. To
                the extent that any of the equipment constituting a New Project is
                repaired or replaced under the O&M Services Agreement, title to such
                repaired or replaced equipment, or any component thereof, shall pass
                to
                and be held by the Developer, and neither the Agent nor any Project
                Company shall have any ownership rights with respect thereto. The
                Developer will deliver to the relevant Agent evidence of any amounts
                paid
                or payable by the Developer to CLP Services under such O&M Services
                Agreement in order to permit the Agent to determine the amounts payable
                to
                the Developer with respect thereto as set forth in provisions of
                Section
                8
                below. 

            


    

    


    Where
      Equipment is removed from the Site following Commissioning in accordance with
      Section
      4,
      the
      Developer shall terminate the relevant O&M Services Agreement.

    


    
      	Section
              6.  	
              Marketing
                Services.
                The Developer will use commercially reasonable efforts to identify
                potential purchasers of electricity and environmental attributes
                from each
                New Project, and to negotiate the terms and conditions of potential
                Subsequent Electricity Sales Agreements for the benefit of the relevant
                Project Company. Once the Developer obtains terms and conditions
                that are
                reasonably satisfactory to the relevant Agent, such Agent will execute
                and
                deliver the Subsequent Electricity Sales Agreement to the purchaser
                identified therein on behalf each of the relevant Project Companies.
                The
                Developer and each of the Agents agree that in agreeing the terms
                of a
                Subsequent Electricity Sales Agreement no terms will be agreed which
                would
                have a material adverse effect on any existing electricity supply
                agreement at the relevant Site.

            


    

    


    
      	Section
              7.  	
              Agent
                Services.
                Each Agent will use commercially reasonable efforts to perform the
                Agent
                Services for the benefit of each of the relevant Project Companies
                and the
                Developer. 

            


    

    


    
      	Section
              8.  	
              Payments.
                After Commissioning of a New
                Project:

            


    

    


    (i) the
      Bank
      Agent shall collect, on behalf of each Bank Company, all of the revenues payable
      to such Bank Company under a Subsequent Electricity Sales Agreement,
      and

     

    (ii)
       the
      Non
      Bank Agent shall collect, on behalf of each Non Bank Company, all of the
      revenues payable to such Non Bank Company under a Subsequent Electricity Sales
      Agreement, 

     

    Each
      Agent shall pay over or apply such revenues for the benefit of each Project
      Company, on a monthly basis in the following amounts and in the following order
      of priority:

    


    
      	 	
              (a)

            	
              First,
                and ranking equally (i) the full amount of any royalties due to any
                landfill owner and the full amount of any other payments due to any
                third
                party (and for the purposes of this section third party shall not
                include
                any company which is in the same group as Projects 2 or the Developer)
                under any agreement between such Project Company and such landfill
                owner
                or un-affiliated third party, to the extent that such royalties or
                other
                payments are attributable only to the installation and/or operation
                of a
                New Project on a Site and (ii) to the Developer, an amount equal
                to the
                amount payable by the Developer to CLP Services Limited under the
                O&M
                Services Agreement with respect to the operation of the New Project.
                

            


    

    


    
      	 	
              (b)

            	
              Next,
                but subject in respect of Bank Companies only, to the provisos to
                this
                Section
                8
                in
                paragraph (e), to the Developer, the amount determined by multiplying
                (x)
                the number of kilowatt hours generated by the New Project during
                such
                month that qualify for renewable obligations certificates times
                (y) the amount by which the aggregate price received by the Project
                Company per kilowatt hour for the sale of such electricity and
                environmental attributes generated by a New Project exceeds the Kilowatt
                Hour Rate less any amount of royalty due on the revenue amount so
                calculated. For the avoidance of doubt, if the royalty agreement
                for a
                given Site provides for a variable royalty rate then the royalty
                amount to
                be deducted from the payment calculated pursuant to this Section
                8(b)
                shall be the amount calculated using the average royalty rate at
                such Site
                taking into account the total output of the Site and the sales price
                of
                the electricity and other attributes in the relevant period.
                

            


    

    


    
      	 	
              (c)

            	
              Next,
                but subject in respect of Bank Companies only, to the provisos to
                this
                Section
                8 in
                paragraph (e), to the Developer, an amount equal to £12,250 times
                the nameplate rated export capacity (in megawatts including partial
                megawatts) of each New Project, such payment to be made from the
                earlier
                of (i) the date that such New Project has reached Commissioning and
                (ii)
                the Relevant Project Company Long Stop Date (pro-rated to the extent
                that
                the first month of operation is less than a full calendar month),
                provided, however, that from and after the tenth anniversary of the
                Commissioning Date (or the Relevant Project Company Long Stop Date;
                if
                appropriate) of any New Project, this amount shall be payable to
                the
                Developer only to the extent that the amounts of revenue collected
                by the
                relevant Agent with respect to such New Project are sufficient to
                permit
                the relevant Project Company to make all or any part of such payment
                and
                provided further that if by the Relevant Project Company Long Stop
                Date
                the Developer has under the Development Services Agreement either
                (i)
                removed the Equipment and resited it or (ii) required that the Equipment
                be sold then any proceeds of sale of the Equipment shall, having
                been
                returned under the Development Services Agreement to the Developer,
                or
                payments made in respect of the resited Equipment be credited to
                the
                Developer and the payments hereunder reduced accordingly.
                

            


    

    


    
      	 	
              (d)

            	
              To
                the extent that the revenues collected by an Agent are insufficient
                or in
                respect of Bank Companies only, the provisos to Section
                8(e) below
                apply to reduce the revenues to an extent that they are insufficient,
                to
                permit all of the payments to the Developer described in Sections
                8(b)
                to
                8(c)
                inclusive to be made in full with respect to each New Project and
                relevant
                Project Company, the following provisions shall
                apply:-

            


    

    


    
      	 	
              (i)

            	
              in
                accordance with the joint and several obligations in Section
                9,
                the other Agent (hereinafter referred to as the “Funding Agent”) shall, to
                the extent it holds surplus funds after making payments on behalf
                of its
                relevant Project Companies in accordance with Sections
                8(a) to 8(c),
                apply such surplus funds in making good any shortfall in the payments
                of
                the Agent which has insufficient funds as described above, (such
                Agent
                hereinafter referred to as the “Shortfall Agent”) by paying the amount of
                the shortfall (or part thereof) to the Developer on the Shortfall
                Agent’s
                behalf;

            


    

    


    
      	 	
              (ii)

            	
              if
                the Funding Agent has insufficient funds to discharge all of the
                shortfall
                in accordance with paragraph (i) above, then the amount of the remaining
                shortfall shall be carried forward (with interest at 10% per annum)
                and
                shall be payable out of any revenues received by the Shortfall Agent
                with
                respect to the operation of the New Projects (or by the Funding Agent
                in
                accordance with the provisions of Section
                9
                below).

            


    

    


    Each
      Agent shall maintain appropriate accounting records for each relevant New
      Project and relevant Project Company to demonstrate compliance with the terms
      of
      this Agreement.

    


    (e) To
      the
      extent that the revenues collected by each Agent at any time exceed the amounts
      required to be paid pursuant to Sections
      8(a) to 8(d)
      inclusive then the excess shall, subject to the provisions of Section 8(d)
      be
      paid over or otherwise applied by the Agent in its absolute
      discretion

    


    PROVIDED
      ALWAYS THAT

    


    (i)
       none
      of
      the amounts specified in Sections
      8(b) to (e)
      (and for
      the avoidance of doubt, any amount due as a consequence of the joint and several
      obligations of any Bank Company pursuant to Section 9) inclusive shall be paid
      by the Bank Agent if and to the extent that the Bank Agent would as a result
      of
      such payment be in breach of Clause 9.6.1.2 of the Facility Agreement,
      and

    


    (ii)
       payment
      of the amounts specified in Sections
      8(a)
      to
(e)
      inclusive by the Bank Agent shall not, for the avoidance of doubt, be treated
      as
      a breach of Clauses 19.7 and/or Clause 19.8 of the Facility Agreement unless
      proviso (i) above applies to such payment. 

    


    
      	 	
              (f)

            	
              If
                the Developer exercises its rights to remove the New Project Equipment
                from the Site then the obligation to make payments under Section
                8(c)
                shall continue in accordance with that section provided that the
                Developer
                shall use all reasonable commercial endeavours to re-site and reuse
                the
                Equipment and/or sell such equipment to a third party and if successful
                shall notify the relevant Agent of any monies received from such
                reuse or
                sale to enable the adjustments to be made to payments under Section
                8(c).

            


    

    


    
      	Section
              9.  	
              Joint
                and Several Obligations.
                Notwithstanding the expectation of the parties that each Agent will
                collect revenues and will maintain records on an individual basis
                for each
                relevant New Project and relevant Project Company, the parties intend
                that
                the payments to the Developer described in part
                (ii) of Section 8(a) and
                Sections 8(b) and 8(c)
                (and any interest chargeable thereon by reference to Section
                8(d)(ii))
                above shall be the joint and several obligations of each of the Project
                Companies, and that all such amounts shall be required to be paid
                in full
                (including any arrears) before any amounts may be paid over by an
                Agent to
                any Project Company or otherwise applied under the provisions of
                Section
                8(e) above.
                Subject to the Bank Agent complying with the terms of Section
                8(e)(i),
                each of the Project Companies hereby authorise their Agent to make
                such
                payments to the Developer as are necessary to satisfy its joint
                obligations under this Section
                and Section
                8(d)(i) above.
                For the avoidance of doubt, neither Agent shall be obliged to make
                any
                payments to the Bank or the other Agent pursuant to this Section
                9.

            


    

    


    The
      provisions of this Section
      9
      apply
      only to revenue generated by the activities of the New Project and the liability
      of the Project Companies under the joint and several obligations in this
Section
      9 shall
      be
      limited to the revenues of the Project Companies generated by or relating to
      the
      activities of the New Projects only. Neither this Section
      9 nor
      any
      other part of this Agreement shall operate to create a claim on the part of
      either of the Agents or the Developer on the revenue, assets or cash flow of
      the
      Existing Project.

    


    
      	Section
              10.  	
              Indemnity.
                The Developer acknowledges that the service which it will be providing
                under this Agreement may have an effect on the operation of one of
                more of
                the Existing Projects and it therefore agrees to indemnify and keep
                indemnified the relevant Agent and the Project Companies for any
                loss
                (including loss of revenue under any electricity supply agreement
                in
                respect of an Existing Project), damage, liability, cost or expense
                (and
                for these purposes the exclusions and limitations contained in
                Section
                14
                shall not apply) incurred as a result
                of:-

            


    

    


    (a) damage
      to
      any Existing Project; or

    


    (b) any
      breach of any existing contractual obligations relating to any Existing Project
      or the Site; 

    


    caused
      by
      any act or omission of the Developer, its agents or subcontractors including
      without limitation removal of any Equipment from the Site provided that the
      liability of the Developer at each Site shall not (in relation to Bank Companies
      only) exceed the amount attributable to the Existing Project for the relevant
      Project Company pursuant to the lending arrangements between Projects 2 and
      the
      Bank of Scotland such amounts being the amount drawndown in respect of the
      Project Company under the Facility Agreement at the time it became a Borrowing
      Base Company (as defined in the Facility Agreement) as reduced over time by
      repayment and/or prepayment (and for this purpose prepayments shall unless
      specifically agreed otherwise with the Bank of Scotland be deemed to have been
      applied pro rata across all outstanding loans) under the Facility Agreement
      and
      provided always that a claim may be made under this Section
      10 only
      if
      (i) it exceeds £25,000 or (ii) it, when aggregated with all claims that either
      have been made or could (but for (i) above) have been made, exceeds
£100,000.

    


    
      	Section
              11.  	
              Assignment
                and Delegation.
                No party to this Agreement shall without the prior written consent
                of the
                other parties hereto such consent not to be unreasonably withheld
                or
                delayed assign or delegate any of its duties under this Agreement
                to any
                other person firm or company.

            


    

    


    The
      parties acknowledge and consent to the rights and obligations of the Developer,
      Bank Agent and Bank Companies being assigned in security to the Bank of
      Scotland.

    


    
      	Section
              12.  	
              Release,
                Adherence and Accession.
                The parties hereto acknowledge that the Developer is desirous of
                providing
                New Project Equipment up to a capacity of 11.6 megawatts in aggregate
                across the Sites. The parties further acknowledge that a Site may
                not be
                able to support sufficient exporting capacity to permit economically
                viable Commissioning to take place
                .

            


    

    


    If
      the
      Developer determines at its absolute discretion and acting reasonably that
      a
      Site cannot be brought to Commissioning it shall notify the relevant Agent
      and
      the relevant Project Company accordingly in writing together with the reasons
      for its decision. Upon receipt of the notice by the relevant Agent, the
      Developer or its agents shall be authorised to enter the Site and remove any
      Equipment from the Site that has been constructed, installed or partly
      commissioned under the terms of this Agreement. Any costs incurred in relation
      to the setting up of the New Project at the relevant Site which cannot be
      brought to Commissioning shall not be borne by any Project Company or its Agent.
      

    


    The
      Developer shall, at its absolute discretion, be entitled, but not obliged,
      to
      nominate other members of its group and the Project Companies shall be entitled
      to suggest members of their group as a replacement for the Project Company
      Site
      that cannot be Commissioned. The Developer shall, at its option, select a
      project company to replace the Project Company that cannot be Commissioned
      and,
      subject to the relevant project company:-

    


    (a) where
      the
      new project company shall be admitted as a Bank Company, satisfying the
      conditions precedent for a Mixed Project Company pursuant to clause 4 of the
      Third Amendment and Restatement Agreement; and

    


    (b) entering
      into the Deed of Release, Adherence and Accession substantially in the form
      set
      out in Schedule
      4

    


    provide
      Developer Services described in this Agreement to such project company instead
      of providing such Developer Services to the Project Company that cannot be
      Commissioned. A “New Project” shall be deemed to mean the project carried on by
      the outgoing Project Company up to the substitution date and, thereafter the
      project carried on by the new Project Company. The period ending on the Relevant
      Project Company Long Stop Date shall continue to run without interruption
      despite substitution.

    


    Whether
      a
      Site can be Commissioned shall be determined by the Developer having regard
      to,
      inter alia, whether the Site can be Commissioned on economically viable terms.
      The decision of the Developer shall be final and binding on the parties hereto
      save in cases of manifest error or bad faith. 

    


    
      	Section
              13.  	
              Conflict
                of Interest.
                The Developer 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.

            


    

    


    
      	Section
              14.  	
              Limitation
                of Liability.
                The Developer will use commercially reasonable endeavours to perform
                the
                services and activities 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 Developer is unable for any reason other than the Developer’s
                negligence or wilful default, to perform such services and activities
                the
                Developer will be deemed not to have breached this
                Agreement.

            


    

    


    It
      is
      agreed that the Developer will have no liability to the Agents or the Project
      Companies for indirect or consequential loss (which terms include, without
      limitation, pure economic loss, loss of profits, loss of business, depletion
      of
      goodwill and like loss) howsoever caused save that the Developer does not
      exclude its liability (if any) to the Agents or the Project Companies for loss
      arising from the Developer’s wilful default or for personal injury or death
      resulting from the Developer’s negligence, fraud or for any matter which it
      would be illegal for the Developer to exclude or to attempt to exclude its
      liability.

    


    
      	Section
              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.

            


    

    


    
      	Section
              16.  	
              Disputes.
                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.

            


    

    


    
      	 	
              (a)

            	
              For
                the purpose of this Section, 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 Section
                16(b)
                is
                served within one calendar month of the receipt of the adjudicator's
                recommendation. 

            


    

    


    
      	 	
              (b)

            	
              Where
                either party is dissatisfied with any recommendation of an adjudicator
                appointed under Section
                16(a)
                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.

            


    

    


    
      	Section
              17.  	
              Notices.
                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 each Agent to:

    Units
      14-15 Queensbrook Technology Exchange

    Spa
      Road

    Bolton

    BL1
      4AY

    Fax:   01204
      535310

    Attention: Douglas
      Wilson 

    


    (b) in
      the
      case of each Project Company to:

    Units
      14-15 Queensbrook Technology Exchange

    Spa
      Road

    Bolton

    BL1
      4AY

    Fax:  01204
      535310

    Attention: Douglas
      Wilson

    


    
      	 	
              (c)

            	
              in
                the case of the Developer to:

            


    

    


    947
      Linwood Avenue

    Ridgwood

    NJ07450

    USA

    Fax: 001
      201
      447 0474

    Attention: Chris
      Naunton with a copy to Doug Wilson at the Project Company Address
      above

    


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

    


    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
      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).

    


    
      	Section
              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(s) 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 Developer 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.

            


    

    


    
      	Section
              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.

            


    

    


    
      	Section
              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.

            


    

    


    
      	Section
              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\718909\6 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      1

    Project
      Companies

    


    Part
      1 - Bank Companies

    


    
      	
              Name

            	
              Registered
                Number

            	
              Relevant
                Project Company Long Stop Date

            
	
              Garlaff
                Energy Ltd

               

            	
              SC195540

               

            	 
	
              Connon
                Bridge Energy Ltd

               

            	
              03754257

               

            	 
	
              Chelson
                Meadow Energy Ltd

               

            	
              03363593

               

            	 
	
              Auchencarroch
                Energy Ltd

               

            	
              SC195539

               

            	 
	
              Jameson
                Road Energy Ltd

               

            	
              03754365

               

            	 
	
              Bellhouse
                Energy Ltd

               

            	
              03466081

               

            	 


    

    


    


    Part
      2 - Non Bank Companies

    


    
      	
              Name

            	
              Registered
                Number

            	
              Relevant
                Project Company Long Stop Date

            
	
              Beetley
                Energy Ltd

               

            	
              04939140

               

            	 
	
              Snetterton
                Energy Ltd

               

            	
              04939139

               

            	 
	
              Funtley
                Energy Ltd

               

            	
              05188256

               

            	 


    

    


    The
      registered office of each Project Company registered in England and Wales is
      Unit 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\718909\6

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    SCHEDULE
      2

    (Developer
      Services to be carried out)

    


    The
      principal objective of the Developer Services is to bring about, on behalf
      of
      Agents and each Project Company, the Commissioning of the New Project and in
      that regard the following shall comprise the Developer Services and be carried
      out by the Developer in respect of each New Project accordingly:

    


    
      	
              1.1

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

            


    

    


    
      	
              1.2

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

            


    

    


    
      	
              1.3

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

            


    

    


    
      	
              1.4

            	
              advising
                on and carrying out the general administration of the Commissioning
                of a
                New Project including arranging for appropriate insurances (at the
                cost of
                the New Project Company) for the Project Company in respect of a
                New
                Project; 

            


    

    


    
      	
              1.5

            	
              identifying
                and negotiating with appropriate third parties with a view to a New
                Project Company entering into a Subsequent Electricity Sales Agreement
                in
                relation to its New Project;

            


    

    


    
      	
              1.6

            	
              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 each Agent
                and
                the relevant Project Company informed of the progress made in respect
                of
                bringing about of the Commissioning of a New
                Project;

            


    

    


    
      	
              1.7

            	
              monitoring
                on behalf of a Project Company 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;

            


    

    


    
      	
              1.8

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

            


    

    


    
      	
              1.9

            	
              monitoring
                the performance by each party to any agreement relating to the New
                Project
                and administering such contracts (including the ensurance of quality
                control) on behalf of a Project
                Company;

            


    

    


    
      	
              1.10

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

            


    

    


    
      	
              1.11

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

            


    

    


    
      	
              1.12

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


            


    

     

    
      	
              1.13

            	
              providing
                for the operation and maintenance of each New Project including the
                routine maintenance and major maintenance;
                and

            


    

    


    
      	
              1.14

            	
              providing
                for the administration of the New Project for the benefit of the
                Project
                Company including performance monitoring and preparing reports for
                the
                directors of the Developer, the Agents and the Project
                Companies.

            


    

    


    



    
      
        
          bir_corp\718909\6 

        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    



    SCHEDULE
      3

    The
      Agent Services

    


    1.
       Collect
      in all monies payable to any of the relevant Project Companies in accordance
      with Section
      8.

    


    2.
       Calculate
      and make payment of all necessary amounts of monies on behalf of the Project
      Companies in accordance with Section
      8.

    


    3.
       Agree
      with the Developer the terms of Subsequent Electricity Sales Agreements and
      execute those agreements as attorney for the Project Companies.

    


    4.
       Such
      other services as agreed between the Agents and the Project
      Companies.


    
      
        bir_corp\718909\6 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SCHEDULE
      4

    Deed
      of Release, Adherence and Accession

    


    THIS
      Deed
      of Release, Adherence and Accession is made the day of between Ridgewood ROC
      II
      2003 LLC (“the Developer”), CLPE ROC-2 Limited and CLPE ROC-2A Limited (together
“the Agents”), [continuing Project Companies] (“the Continuing Project
      Companies”), [out-going Project Company] (“the Exiting Project Company”) and
      [in-coming Project Company] (“the Admitted Project Company”).

    


    WHEREAS
      

    


    
      	
              (A)

            	
              Under
                the terms of an agreement dated [ ] 2004, (“the ROC Project DSA”) and
                entered into between the Developer, the Agents and, inter alios,
                the
                Exiting Project Company, the Developer agreed, inter alia, to construct,
                install and commission New Projects (as defined in the ROC Project
                DSA)
                for, inter alios, the Exiting Project
                Company.

            


    

    


    
      	
              (B)

            	
              In
                accordance with the provisions of the ROC Project DSA, the Developer
                has
                determined that it cannot bring to Commissioning the New Project
                at the
                site occupied by the Exiting Project Company. Therefore, the parties
                hereto have agreed to release the Exiting Project Company from the
                ROC
                Project DSA and agreed to admit the Admitted Project Company to the
                ROC
                Project DSA as a [Non] Bank
                Company.

            


    

    


    

      IT
        IS
        HEREBY AGREED AS FOLLOWS: 

    

    


    
      	
              1.

            	
              Expressions
                defined in the ROC Project DSA shall (unless the context otherwise
                requires) have the same meaning when used in this
                Deed.

            


    

    


    
      	
              2.

            	
              The
                parties hereto agree to release the Exiting Project Company from
                its
                obligations and liabilities under the ROC Project DSA and the Exiting
                Project Company agrees to waive any rights it has under the ROC Project
                DSA and the power of attorney granted by the Exiting Project Company
                to
                the [Non] Bank Agent is hereby revoked and
                terminated.

            


    

    


    
      	
              3.

            	
              Subject
                to the Developer and the Admitted Project Company satisfying their
                respective obligations under paragraph 4 hereof, the Admitted Project
                Company hereby undertakes and covenants with all the parties hereto
                to
                comply with the provisions of and to perform all the obligations
                in the
                ROC Project DSA with effect from the date of this Deed as if it had
                been
                an original signatory to the ROC Project DSA as a “Project Company” (as
                defined therein) and as a “[Non] Bank Company” and the Developer, the
                Continuing Project Companies and Agent undertake and covenant with
                the
                Admitted Project Company to comply with the provisions of and to
                perform
                all the obligations in the ROC Project DSA with effect from the date
                of
                this Deed as if the Admitted Project Company had been an original
                signatory to the ROC Project DSA as a “Project Company” (as defined
                therein) and as a “[Non] Bank
                Company”.

            


    

    


    4.

    
      	
              4.1

            	
              The
                Admitted Project Company hereby acknowledges that it has received
                and read
                the following documents:

            


    

    


    
      	 	
              4.1.1

            	
              in
                the case of admission of a Bank Company only, (i) the Third Amendment
                and
                Restatement Agreement (ii) a deed of accession and supplemental assignment
                made between, inter alios, CLPE ROC-2 Limited, certain of the Continuing
                Project Companies and the Bank of Scotland on or around [ ] and (iii)
                an
                agreement made between, inter alios, the Developer, CLPE ROC-2 Limited,
                certain of the Continuing Project Companies and the Bank of Scotland
                (together the “Banking Documents” and each a “Banking Document”);
                

            


    

    


    
      	 	
              4.1.2
                

            	
              an
                agreement made between the Developer and CLP Developments Limited
                (company
                registration number 04502342) on or around [ ] and known as the
                Development Services Agreement (“the
                DSA”);

            


    

    


    
      	 	
              4.1.3
                

            	
              an
                agreement made between the Developer and [CLP Services Limited (company
                registration number 04502345)] on or around [ ] and known as the
                ROC
                Project O&M contract (“O&M Contract”) in respect of the Site
                occupied by the Exiting Project
                Company;

            


    

    


    
      	 	
              4.1.4

            	
              a
                power of attorney granted by the Exiting Project Company in favour
                of the
                [Non] Bank Agent (the “Power of
                Attorney”).

            


    

    


    
      	
              4.2

            	
              The
                Developer shall procure that it:

            


    

    


    4.2.1 amends
      the DSA to incorporate the Admitted Project Company; and

    


    4.2.2 enters
      into a new O&M Contract in respect of the Site occupied by the Admitted
      Project Company on the same terms (mutatis mutandis) as the O&M Contract
      that it has in place in respect of the Exiting Project Company.

    


    4.3 The
      Admitted Project Company shall:-

    


    4.3.1 
      execute
      a Power of Attorney on the same terms as that executed by the Exiting Project
      Company in favour of [Non] Bank Agent/; and

    


    4.3.2 if
      the
      Admitted Project is a Bank Company, execute all such documents as shall be
      required to accede to the terms of the Banking Documents (to the extent it
      is
      not already a party to them).

    


    5. The
      Admitted Project Company hereby acknowledges that it has received and read
      the
      ROC Project DSA and that it assumes the rights and obligations referred to
      above
      on the basis of the provisions contained therein.

    


    6. This
      Deed
      may be executed in any number of counterparts, all of which taken together
      may
      constitute one and the same deed.

    


    [Testimonium
      and Attestation clauses] 


    
      
        bir_corp\718909\6 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    SIGNED
      by     )

    for
      and
      on behalf of    )

    RIDGEWOOD
      ROC II 2003-1 LLC )

    
      	
              in
                the presence of:

            	 	 	 	
              )

            


    

    


    


    


    


    


    SIGNED
      by 

    for
      and
      on behalf of    

    CLPE
      ROC -2 LIMITED   

    in
      the
      presence of:    

    


    


    


    


    


    SIGNED
      by 

    for
      and
      on behalf of    

    CLPE
      ROC-2A LIMITED   

    in
      the
      presence of:    

    


    


    


    


    


    SIGNED
      by     

    for
      and
      on behalf of    

    GARLAFF
      ENERGY LIMITED  

    in
      the
      presence of:    

    


    


    


    


    


    SIGNED
      by     

    for
      and
      on behalf of    

    CONNON
      BRIDGE ENERGY LIMITED  

    in
      the
      presence of:    

    


    


    



    
      
        bir_corp\718909\6 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    SIGNED
      by     

    for
      and
      on behalf of    

    CHELSON
      MEADOW ENERGY   

    LIMITED       

    in
      the
      presence of:    

    


    


    


    


    SIGNED
      by     

    for
      and
      on behalf of    

    AUCHENCARROCH
      ENERGY   

    LIMITED     

    in
      the
      presence of:   

    


    


    


    


    


    SIGNED
      by   

    for
      and
      on behalf of  


    JAMESON
      ROAD ENERGY LIMITED 

    in
      the
      presence of:    

    


    


    


    


    


    SIGNED
      by     

    for
      and
      on behalf of    

    BELLHOUSE
      ENERGY LIMITED 

    in
      the
      presence of:    

    


    


    


    


    


    SIGNED
      by     

    for
      and
      on behalf of    

    BEETLEY
      ENERGY LIMITED  

    in
      the
      presence of:    

    


    



    
      
        bir_corp\718909\6 

        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    


    SIGNED
      by     

    for
      and
      on behalf of    

    SNETTERTON
      ENERGY LIMITED 

    in
      the
      presence of:    

    


    


    


    


    SIGNED
      by     

    for
      and
      on behalf of    

    FUNTLEY
      ENERGY LIMITED  

    in
      the
      presence of: