CLP Development LTD


    
      	
              DATED2004
                

            
	
               

              (1)
                 CLP
                DEVELOPMENTS LIMITED

               

              (2) CLP
                ENVIROGAS LIMITED

               

            
	
               

              DEVELOPMENT
                SERVICES SUBCONTRACT 

              relating
                to the development of additional electricity

              generation
                plants on behalf of certain within mentioned

              Project
                Companies

               

               

               

            
	 
	
              EVERSHEDS
                LLP

            
	
              115
                Colmore Row

              Birmingham

              B3
                3AL

              Tel:
                +44 121 232 1000

              Fax:
                +44 121 232 1900

            


    

    


    



    
      
        
          bir_corp\719017\3

          


        

        
        

      

      
        
        

        
          

        

      

      
        
        

        
          


        

      

    

    THIS
      AGREEMENT
      is made
      the day of 2004

    


    BETWEEN

    


    
      	
              (1)
                

            	
              CLP
                DEVELOPMENTS LIMITED
                a
                company incorporated in England and Wales with company number 4502342
                whose registered address is situate at Units 14-15, Queensbrook,
                Bolton
                Technology Exchange, Spa Road, Bolton BL1 4AY (“CLP”);
                and

            


    

    


    
      	
              (2)

            	
              CLP
                ENVIROGAS LIMITED
                a
                company incorporated in England and Wales with company number 03720203
                whose registered address is situate at Units 14-15, Queensbrook,
                Bolton
                Technology Exchange, Spa Road, Bolton BL1 4AY (“the
                Subcontractor”).

            


    

    


    WHEREAS

    


    (A)  
Each
      Project Company:-

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


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

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

    


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

    


    
      	
              (B)

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

            


    

    


    
      	
              (C)

            	
              CLP
                has entered into an agreement with Ridgewood dated on or around the
                date
                hereof (“Development
                Services Agreement”)
                pursuant to which CLP has been engaged to bring about the Commissioning
                of
                additional electricity generation plants in order that the Project
                Companies may utilise the landfill gas extracted from the Site as
                stated
                in Recital (B).

            


    

    


    
      	
              (D)

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

            


    

    


    
      	
              (E)

            	
              The
                parties have agreed that CLP shall subcontract its obligations under
                the
                Development Services Agreement to the Subcontractor on the following
                terms
                in
                order to bring about Commissioning.

            


    

    


    
      	1.  	
              INTERPRETATION

            


    

    


    
      	1.1  	
              Definitions

            


    

    


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

    


    
      	
              “CLP
                Representative”

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

            
	
              “Commissioning”

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

            
	
              “Equipment”

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

            
	
              “Export
                Capacity”

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

            
	
              “Fees”

            	
              means
                the fees payable by CLP to the Subcontractor pursuant to Clause
                7; 

            
	
              “Group
                Company”

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

            
	
              “New Project”

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

            
	
              “NFFO
                Power Purchase Agreement”

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

            
	
              “Project
                Budget”

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

            
	
              “Project
                Companies”

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

            
	
              “Project
                Development and Services Agreement”

            	
              means
                an agreement between Ridgewood, , CLPE ROC -2 Limited, CLPE ROC -2A
                Limited and various Project Companies defined therein pursuant to
                which
                Ridgewood agreed to, inter alia, to procure, construct, install,
                engineer
                and develop the Equipment to Commissioning;

               

            
	
              “Project
                Timetable”

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

            
	
              “Ridgewood”

            	
              shall
                mean 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

            
	
              “Ridgewood’s Representative”

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

            
	
              “Services”

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

            
	
              “Site”

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

            
	
              “Subcontractor’s
                Representative”

            	
              means
                Alix Pentecost or such other authorised representative of the
                Subcontractor as shall be nominated by it in substitution for such
                person;

            


    

     

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

            


    

    


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

            


    

    


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

            


    

    


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

            


    

    


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

            


    

    


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

            


    

    


    
      	2.  	
              APPOINTMENT

            


    

     

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

            


    

     

    
      	3.  	
              SERVICES

            


    

     

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

            


    

     

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

            


    

     

    
      	4.  	
              SUBCONTRACTOR’S
                AUTHORITY

            


    

    


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

            


    

    


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

            


    

    


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

            


    

    


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

            


    

    


    
      	5.  	
              LEVEL
                OF CARE AND APPLICATION OF
                RESOURCES

            


    

    


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

            


    

    


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

            


    

    


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

            


    

    


    
      	6.  	
              UNDERTAKINGS
                OF CLP

            


    

    


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

     

    
      	7.  	
              FEES

            


    

    


    
      	7.1  	
              Subject
                to the provisions of Clause
                3.2,
                the fees payable to the Subcontractor for the provision of the Services
                in
                relation to the New Projects hereunder (exclusive of VAT) shall be
                calculated on a time and materials basis.


            


    

    


    
      	7.2  	
              Subject
                to Clause
                12.6 at
                the end of each month the Subcontractor shall submit an invoice to
                CLP for
                the amount due in respect of Services carried out and work undertaken
                pursuant to this Agreement in the preceding month: such amount to
                reflect:-

            


    

     

    
      	7.2.1  	
              the
                value of work properly executed based on the daily rates agreed between
                the parties from time to time;

            


    

     

    
      	7.2.2  	
              the
                cost to the Subcontractor of providing goods, materials, equipment
                and
                other resources necessary for the proper execution of the Services
                pursuant to this Agreement;

            


    

     

    
      	7.2.3  	
              all
                other costs properly and necessarily incurred by the Subcontractor
                in
                providing the Services pursuant to this
                Agreement.

            


    

     

    
      	7.3  	
              Invoices
                submitted to CLP shall be paid within 30 days of the date of the
                invoice.

            


    

    


    
      	7.4  	
              Subject
                to clause
                7.5
                and 7.6
                if
                the Fee or any part thereof is not paid on the due date, CLP shall
                be
                liable to pay interest on such sum from the due date of payment at
                the
                annual rate of 2 percent above the base lending rate from time to
                time of
                Barclays Bank plc, accruing on a daily basis until payment is made
                in
                full.

            


    

     

    
      	7.5  	
              In
                the event of a dispute over the amount due to the Subcontractor as
                set out
                in an invoice, each of the CLP Representative and the Subcontractor
                Representative shall meet and in good faith seek to agree the amount
                payable to the Subcontractor. CLP shall on reasonable notice to the
                Subcontractor have the right to access all the books and accounts
                of the
                Subcontractor in order to facilitate such
                agreement.

            


    

    


    
      	7.6  	
              If
                after 28 days following the issue of the relevant invoice the parties’
                Representatives fail to reach agreement over the amount due, either
                party
                may refer the dispute to an independent adjudicator who, if not agreed
                between the parties, shall be appointed by the Chairman of the Institute
                of Civil Engineers upon application by either of them. Such adjudicator
                shall, on reasonable notice to the Subcontractor have the right to
                access
                all the books and accounts of the Subcontractor to determine the
                proper
                amount due to the Subcontractor in accordance with this Agreement.
                The
                adjudicator shall consider the dispute in accordance with the Institute
                of
                Civil Engineers Conciliation Procedures (in force from time to time)
                and
                shall act as expert not as arbitrator and his decisions shall be
                final and
                binding save in the case of manifest error. The costs of the adjudicator
                shall be borne equally by CLP and the
                Subcontractor.

            


    

    


    
      	7.7  	
              The
                Subcontractor shall pay to CLP with respect to each New Project,
                an amount
                in lieu of interest equal to 0.8333 per cent per month (or part thereof)
                on all amounts advanced to the Subcontractor by CLP as progress payments
                with respect to such New Project, such interest to accrue up to the
                earlier of (i) the date of Commissioning (ii) the date, if any, upon
                which
                the Equipment is resited under Clause
                10.2
                and (iii) the Relevant Project Company Long Stop Date (as referred
                to in
                the Development Services Agreement)..

            


    

     

    
      	8.  	
              DURATION
                OF APPOINTMENT

            


    

    


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

            


    

    


    
      	8.2  	
              CLP
                may terminate this Agreement by giving 20 days' notice in writing
                if the
                Subcontractor shall commit a material breach of its obligations hereunder
                and shall fail to remedy such breach within a reasonable time of
                notice of
                such breach being given to it. The right to terminate this Agreement
                granted to CLP under this Clause 8.2
                shall be without prejudice and in addition to any other remedies
                available
                to CLP in respect of such breach but subject always to the provisions
                of
                Clause
                14.4.

            


    

    


    
      	8.3  	
              The
                Subcontractor may terminate this Agreement by giving 20 days’ notice in
                writing if CLP shall commit a material breach of its obligations
                hereunder
                and shall fail to remedy such breach within a reasonable time of
                notice of
                such breach being given to it. The right to terminate this Agreement
                granted to the Subcontractor under this Clause
                8.3
                shall be without prejudice and in addition to any other remedies
                available
                to the Subcontractor in respect of such
                breach.

            


    

    


    
      	9.  	
              THE
                SUBCONTRACTOR’S
                PERSONNEL

            


    

    


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

            


    

    


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

            


    

     

    


    
      	10.  	
              PROJECT
                TIMETABLES AND PROJECT
                BUDGETS

            


    

    


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

            


    

     

    
      	10.2  	
              If,
                prior to Commissioning, CLP wishes to re-site any Equipment whether
                at
                another Project Company or elsewhere or if it wishes to substitute
                any
                Project Company then, the Subcontractor shall be entitled to invoice
                CLP
                for an amount equal to the cost incurred by the Subcontractor in
                such
                re-siting or substitution PROVIDED
                ALWAYS
                that CLP and the Subcontractor shall negotiate in good faith to agree
                such
                cost and, if no agreement can be reached, then the Subcontractor
                shall be
                under no obligation to re-site the Equipment or substitute the Project
                Company. 

            


    

     

    
      	11.  	
              COMMUNICATIONS
                PROCEDURES

            


    

    


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

            


    

    


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

            


    

    


    
      	12.  	
              ASSIGNMENT,
                DELEGATION AND
                ACCESSION

            


    

    


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

            


    

    


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

            


    

    


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

            


    

    


    
      	12.2.2  	
              CLP
                shall accept the performance by any such other Group Company of such
                duties as performance by the Subcontractor;
                and

            


    

    


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

            


    

    


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

            


    

     

    
      	12.4  	
              The
                Subcontractor hereby acknowledges that the identity of the Project
                Companies set out in Schedule 1 may change insofar as CLP can substitute
                a
                Project Company currently set out in Schedule 1 prior to its Commissioning
                with another company on a one for one basis. The Subcontractor agrees
                to
                provide the Services to the Project Companies listed and any additional
                company listed in Schedule 1 in substitution for a company that is
                currently listed. If CLP exercises its option to substitute a Project
                Company currently listed in Schedule 1 for another company, the Project
                Company to be substituted shall be deleted from Schedule 2 and the
                new
                company shall be inserted into Schedule 2 and CLP shall stipulate
                the
                information to be inserted into Schedule 2 in respect of the company
                that
                is added to Schedule 2.

            


    

     

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


            


    

     

    
      	12.6  	
              Where
                CLP exercises its right to substitute a Project Company pursuant
                to
                Clause
                12.4
                above, any sums paid to the Subcontractor by CLP pursuant to Clause
                7.1
                in
                respect of the substituted Project Company (“the Prepayments”) shall be
                deemed to be a pre-payment in respect of the Services undertaken
                by the
                Subcontractor in respect of the new company and the Project Manager
                agrees
                that no invoices shall be issued pursuant to Clause
                7.2
                until the accrued fees in respect Services provided to such new company
                exceed the Prepayments, whereupon the excess shall be invoiced pursuant
                to
                Clause
                7.2
                and the provisions of Clauses
                7.2 to 7.6
                shall mutatis mutandis apply. 

            


    

     

    
      	13.  	
              CONFLICT
                OF INTEREST

            


    

    


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

    


    
      	14.  	
              LIMITATION
                OF LIABILITY

            


    

    


    
      	14.1  	
              The
                Subcontractor 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 Subcontractor
                is
                unable for any reason other than the Subcontractor’s wilful default, to
                deliver such Services the Subcontractor will be deemed not to have
                breached this Agreement.

            


    

    


    
      	14.2  	
              It
                is agreed that the Subcontractor will have no liability to CLP 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
                Subcontractor does not exclude its liability (if any) to CLP for
                any
                direct loss arising from the Subcontractor’s wilful default (but, for the
                avoidance of doubt, the Subcontractor 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 Subcontractor’s
                negligence, fraud or for any matter which it would be illegal for
                the
                Subcontractor to exclude or to attempt to exclude its
                liability.

            


    

    


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

            


    

    


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

            


    

    


    
      	15.  	
              RELATIONSHIP
                OF THE PARTIES

            


    

    


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

    


    
      	16.  	
              DISPUTES

            


    

    


    
      	16.1  	
              Subject
                to clauses
                7.5
                and 7.6,
                if a dispute of any kind whatsoever arises between the parties in
                connection with or arising out of this Agreement it shall be settled
                in
                accordance with the following
                provisions.

            


    

    


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

            


    

    


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

            


    

    


    
      	17.  	
              NOTICES

            


    

    


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

            


    

    


    
      	 	
              (a)

            	
              in
                the case of CLP to:

            


    

    Unit
      14-15 Queensbrook

    Bolton
      Technology Exchange

    Spa
      Road

    Bolton

    BL1
      4AY

    Fax:  01204
      535
      310

    Attention: Dominic
      Greenough

    Email:  greenough@clpenvirogas.com

    


    
      	 	
              (b)

            	
              in
                the case of the Subcontractor to:

            


    

    Unit
      14-15 Queensbrook

    Bolton
      Technology Exchange

    Spa
      Road

    Bolton

    BL1
      4AY

    Fax: 01204
      535
      310

    Attention:
       Alix
      Pentecost

    Email:
       apentecost@clpenvirogas.com

    


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

    


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

            


    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
      	18.  	
              FORCE
                MAJEURE

            


    

    


    Notwithstanding
      any other provision in this Agreement no default delay or failure to perform
      on
      the part of any party shall be considered a breach of this Agreement if such
      default delay or failure to perform:-

    


    
      	18.1  	
              is
                shown to be due to termination of the Development Services Agreement
                or
                due to some cause deemed a Force Majeure event under the Development
                Services Agreement; or

            


    

     

    
      	18.2  	
              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 Subcontractor it is part of a national, industry - wide action.
                

            


    

     

    In
      the
      case of the occurrence of such event the time for performance required by either
      party under this Agreement shall be extended for any period during which
      performance is prevented by such event. However, any other party may terminate
      this Agreement by notice if such event preventing performance continues for
      more
      than 60 continuous days.

     

    
      	19.  	
              GOVERNING
                LAW

            


    

    


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

    


    
      	20.  	
              THIRD
                PARTIES

            


    

    


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

    


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


    
      
        bir_corp\719017\3 

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    SCHEDULE
      1

     

     

    (The
      Project Companies)

     

     

    


     

    
      	
               

              Name

               

            	
               

              Registered
                Number

               

            	
               

              Place
                of Incorporation

               

            
	
               

              Garlaff
                Energy Limited

               

            	
               

              SC195540

               

            	
               

              Scotland

               

            
	
               

              Connon
                Bridge Energy Limited

               

            	
               

              03754257

               

            	
               

              England

               

            
	
               

              Chelson
                Meadow Energy Limited

               

            	
               

              03363593

               

            	
               

              England

               

            
	
               

              Auchencarroch
                Energy Limited

               

            	
               

              SC195539

               

            	
               

              Scotland

               

            
	
               

              Jameson
                Road Energy Limited

               

            	
               

              03754365

               

            	
               

              England

               

            
	
               

              Bellhouse
                Energy Limited

               

            	
               

              03466081

               

            	
               

              England

               

            
	
               

              Beetley
                Energy Limited

               

            	
               

              04939140

               

            	
               

              England

               

            
	
               

              Snetterton
                Energy Limited

               

            	
               

              04939139

               

            	
               

              England

               

            
	
               

              Funtley
                Energy Limited

               

            	
               

              5188256

               

            	
               

              England

               

            


    

     

    


     

     

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

     

     

    


     


    
      
        bir_corp\719017\3 

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    SCHEDULE
      2

     

     

    (The
      Project Timetable)

     

     

    


     

    
      	
               

              Project
                Company

               

            	
               

              Number
                of Engine(s)

               

            	
               

              Engine
                Capacity

               

            	
               

              Stage

               

            	
               

              Estimated
                Date

               

            
	
               

              Garlaff
                Energy Limited

               

            	
               

              3

               

            	
               

              3MW

               

            	
               

              Engines
                operational

               

            	 
	
               

              Connon
                Bridge Energy Limited

               

            	
               

              1

               

            	
               

              1.3MW

               

            	
               

              Engines
                operational

               

            	 
	
               

              Connon
                Bridge Energy Limited

               

            	
               

              1

               

            	
               

              1.3MW

               

            	
               

              In
                Commissioning

               

            	
               

              November
                04

               

            
	
               

              Chelson
                Meadow Energy Limited

               

            	
               

              1

               

            	
               

              1MW

               

            	
               

              Engines
                operational

               

            	
               

              September
                04

               

            
	
               

              Auchencarroch
                Energy Limited

               

            	
               

              1

               

            	
               

              1MW

               

            	
               

              Under
                construction

               

            	
               

              February
                05

               

            
	
               

              Jameson
                Road Energy Limited

               

            	
               

              1

               

            	
               

              1MW

               

            	
               

              Engines
                operational

               

            	 
	
               

              Bellhouse
                Energy Limited

               

            	
               

              1

               

            	
               

              0.6MW

               

            	
               

              Under
                construction

               

            	
               

              February
                05

               

            
	
               

              Beetley
                Energy Limited

               

            	
               

              1

               

            	
               

              1MW

               

            	
               

              In
                Commissioning

               

            	
               

              December
                04

               

            
	
               

              Snetterton
                Energy Limited

               

            	
               

              1

               

            	
               

              0.8MW

               

            	
               

              Under
                construction

               

            	
               

              February
                04

               

            
	
               

              Funtley
                Energy Limited

               

            	
               

              1

               

            	
               

              0.6MW

               

            	 	
               

              June
                04

               

            


    

     

    


     


    
      
        bir_corp\719017\3 

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    SCHEDULE
      3

     

     

    (Services
      to be carried out)

     

     

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

     

    1.1     managing
      and administering compliance with the Project Timetable and Project Budget
      in
      relation to a New Project;

    


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

    


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

    


    1.4     the
      construction and installation of the Equipment;

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    



    
      
        bir_corp\719017\3 

        


        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SIGNED
      by     )

    for
      and
      on behalf
      of                                       
)

    CLP
      DEVELOPMENTS
      LIMITED             
)

    In
      the
      presence of:     

    


    


    


    


    SIGNED
      by                 )

    for
      and
      on behalf
      of                                 
 )

    CLP
      ENVIROGAS
      LIMITED                 
)

    In
      the
      presence of: