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Exhibit 10.46
 AGREEMENT
 BETWEEN
 RENEGY, LLCMANUFACTURER
 AND
 LONG BEACH SHAVINGS CO., INC.,
BUYER




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AGREEMENT
  BETWEEN
    
    RENEGY, LLC,an Arizona limited liability company(Manufacturer)AND
    
    LONG BEACH SHAVINGS CO., INC.,a California corporation(Buyer).
  1. BACKGROUND
  A.
    
    Manufacturer produces wood shavings at its plant in Snowflake, Arizona.B.
    
    Buyer desires to purchase baled wood shavings from Manufacturer.
 2. MANUFACTURE, SALE AND PURCHASE OF THE BALES
 A.
    
    During each month during the term of this agreement, Manufacturer shall
produce 35,000 bagged and palletized bales of wood shavings for Buyer as follows:
 (1)
    
    The wood shavings shall be manufactured from pine logs. Initially, not
more
than 40% of each bale shall be shavings from dry logs, with the balance
consisting of shavings from green logs. Manufacturer shall use its best efforts to
decrease the content of dry logs to zero, with the entire bale consisting of
shavings from green logs.(2)
    
    Each bale shall be twelve cubic feet and shall be of those dimensions
determined
by Buyer.
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(3)
    
    Each bale shall be wrapped in a plastic bag. The bags shall be furnished by
Manufacturer at its sole cost and expense. Buyer shall provide the artwork to be
printed on the bags by Manufacturer. Manufacturer shall print all information
on the bags required by governmental agencies.(4)
    
    The wrapped bales shall be palletized. Each pallet shall be stretch wrapped.
Manufacturer shall furnish the pallets and stretch wrap, the cost thereof shall be
shared equally by Manufacturer and Buyer. Manufacturer shall invoice Buyer
for its proportionate share of such costs monthly, by the tenth day of the
succeeding month, which shall be paid within thirty days following receipt.
Accompanying each invoice shall be copies of all purchase orders, invoices and
the like documenting the costs to Manufacturer.(5)
    
    Subject to force majeuere events as discussed in Paragraph 4 below,
Manufacturer shall maintain a sufficient inventory to enable it to deliver the
bales to Buyer in approximately equal numbers on each business day during the
term of this agreement, unless the parties agree to a different delivery schedule
in writing.(6)
    
    Manufacturer shall use its best efforts to ensure that each bale delivered to Buyer
conforms to the provisions of this agreement. Buyer understands that in the
normal course of manufacturing the wood shavings insubstantial amounts of
foreign material may be included in any particular bale, which shall not
constitute a default under this agreement. Buyer shall notify Manufacturer of
any substantial non-conformities and Manufacturer shall promptly undertake
corrective procedures.
 B.
    
    During each month during the term of this agreement, Buyer shall purchase the bales from
Manufacturer as follows:
 (1)
    
    The minimum monthly purchase shall total 35,000 bales. The purchase price
shall be $3.55 per bale, fob Manufacturers plant in Snowflake, Arizona. Buyer
shall pay Manufacturer all invoices submitted for the month by the tenth day of
each following month.(2)
    
    In the event Manufacturer produces additional bales of wood shavings, Buyer
shall have the first right of refusal to purchase them at $3.55 per bale, fob
Manufacturers plant in Snowflake, Arizona, provided the bales are
manufactured in accordance with ¶A, above. =Buyer shall pay Manufacturer all
invoices submitted for the month by the tenth day of each following month.
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3. ADJUSTMENT OF PURCHASE PRICE
  4. MANUFACTURERS FAILURE TO PERFORM
  5. INDEMNIFICATION
 A.
    
    The parties acknowledge that Manufacturer is responsible to assure that each bale contains no
less than twelve cubic feet of shavings and that the information printed on the each bag in
which the bale is placed is complete and accurate. Manufacturer shall indemnify and hold Buyer
harmless against all claims arising from a bale containing less than twelve cubic feet of
shavings or the information on a bag in which the bale is placed being incomplete or
inaccurate. Manufacturer shall further indemnify and hold Buyer harmless against all costs,
attorney fees, expenses, and liabilities incurred in the defense of any such claim or any
action or proceedings brought thereon. In the event any action or proceeding is brought
against Buyer by reason of any such claim, Manufacturer, upon notice from Buyer, shall defend
the same at Manufacturers expense by counsel satisfactory to Buyer.
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B.
    
    The parties acknowledge that once the bales have been delivered to Buyer, Manufacturer is no
longer in possession or control of them. Buyer shall indemnify and hold Manufacturer harmless
against all claims arising from a bale containing less than twelve cubic feet of shavings
because a portion of the content has been removed. Buyer shall further indemnify and hold
Manufacturer harmless against all costs, attorney fees, expenses, and liabilities incurred in
the defense of any such claim or any action or proceedings brought thereon. In the event any
action or proceeding is brought against Manufacturer by reason of any such claim, Buyer, upon
notice from Manufacturer, shall defend the same at Buyers expense by counsel satisfactory to
Manufacturer.
 6. TERM
 A.
    
    The initial term of this agreement shall be five years, commencing on October 1, 2007,
and ending on September 30, 2012.B.
    
    Commencing October 1, 2012, and annually thereafter, the term of this agreement shall
be extended one year unless either party notifies the other, in writing by no later than the previous June 30, of its intention not to further extend the term of this agreement.
 7. ADDITIONAL ACTS
  8. PAYMENT OF COSTS AND EXPENSES
  9. NOTICES
 =
 Manufacturer:
    
    RENEGY, LLC 
4764 W. Hwy. 277 Apache Railway
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Snowflake, AZ 85937
Attn: Bob Worsley
                     Or, if by personal delivery or courier to:Same as abovePhone: (480) 218-8880

Fax: (480) 718-7977
Email: bobworsley@yahoo.comBuyer:Long Beach Savings Co, Inc.

Post Office Box 1020
Long Beach, CA 90801
  or, if by personal delivery:
20915 Lamberton Avenue
Long Beach, CA 90810
Phone: (310) 639-1145
Fax: (310) 639-9232
Email: sales@lbsc.com
  10. ASSIGNMENT
  11. APPLICABLE LAW
  12. CORPORATE AUTHORITY
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13. SEVERABILITY
  14. RECOVERY OF LITIGATION COSTS
  15. FURTHER ACTS
  17. ENTIRE AGREEMENT
  18. LIMITED WARRANTY
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MANUFACTURER:
    
    RENEGY, LLCan Arizona limited liability company/s/ Robert M. Worsleyby Robert M. Worsleyits ManagerBUYER:
    
    LONG BEACH SHAVINGS CO., INC.,a California corporation/s/ Jack Price,by Jack Price,its President
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