Exhibit 10.1


    
      

      

    

    

      EXHIBIT
        10.1

      


      
        	[*]	
                INDICATES
                  CONFIDENTIAL PORTION HAS BEEN
                  OMITTED

              


      

      PURSUANT
        TO A REQUEST FOR CONFIDENTIAL TREATMENT

      AND
        HAS BEEN FILED SEPARATELY WITH THE COMMISSION

       

      STRATEGIC
        ALLIANCE AGREEMENT

       

      THIS
        STRATEGIC ALLIANCE AGREEMENT is entered into and effective as of January
        11,
        2006 by and between Cummins West, Inc., a California corporation (“CWI”) and
        Chapeau, Inc. d/b/a BluePoint Energy, Inc., a Utah corporation (“BluePoint”).
        CWI and BluePoint are sometimes referred to herein, individually, as a “Party”
and, together, as the “Parties.”

       

      RECITALS

       

      WHEREAS,
        CWI has superior expertise in marketing, selling, distributing, servicing
        and
        maintaining Cummins, Inc. power generation and related products (“Cummins
        Products”); and

      


      WHEREAS,
        BluePoint has superior expertise in developing, financing, packaging, and
        engineering cogeneration and tri-generation products and projects; and


       

      WHEREAS,
        BluePoint has developed the Lean-One® CHP Module line of products (the “System”)
        and has expertise in integrating and packaging the System; and 

      


      WHEREAS,
        CWI desires for BluePoint to integrate, manufacture and supply Systems
        integrating Cummins Products, both diesel and natural gas prime mover-based,
        supplied by CWI to be commercially branded as or similar to Lean-One®
        CHP Module - Powered by Cummins Inside;
        and

       

      WHEREAS,
        CWI desires to sell, service and maintain Systems; and

       

      WHEREAS,
        CWI and BluePoint desire to develop cogeneration and tri-generation projects
        utilizing BluePoint’s build, own, operate, and maintain (“BOOM”) discount energy
        purchase agreements (“DEP”) throughout [*]
        areas
        encompassed within CWI service territory as defined between CWI and Cummins,
        Inc. for cogeneration and tri-generation purposes; and

       

      WHEREAS,
        CWI and BluePoint desire to have CWI derive a [*]
        benefit
        in connection with projects that CWI has substantially developed the customer
        lead resulting in a completed project [*];
        and

       

      WHEREAS,
        CWI desires to be BluePoint’s service and maintenance provider for Systems;
        and

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      WHEREAS,
        BluePoint desires to have CWI as the service and maintenance provider for
        Systems contemplated within the scope of this alliance; and

       

      WHEREAS,
        CWI and BluePoint desire to share CWI’s service and maintenance expertise
        servicing Systems integrated with Cummins Products with other Cummins Inc.
        service and maintenance dealers outside of CWI territory worldwide;
        and

       

      WHEREAS,
        CWI and BluePoint desire to develop, manufacture and sell Systems integrating
        Cummins Products; and 

       

      WHEREAS,
        the Parties will mutually benefit from this Agreement due to the additional
        credibility and revenues achieved; and

       

      WHEREAS,
        CWI and BluePoint desire to enter into this Agreement to formalize a strategic
        alliance relationship; 

       

      NOW,
        THEREFORE, in consideration of the obligations herein made and undertaken,
        the
        Parties, intending to be legally bound, covenant and agree as
        follows:

       

      1.    CWI
        Obligations.
        CWI
        shall have the following obligations under this Agreement:

       

      (a)    Marketing
        Activities.
        CWI
        will assist in activities to jointly market the System and related cogeneration
        products, services and support, with initial emphasis in the hospitality,
        healthcare, food processing and manufacturing industry sectors [*].

      


      (b)    Integration
        Assistance.
        CWI
        will provide to BluePoint [*]
        assistance
        related to integration of Cummins Products into the System.

      


      (c)    [*]
        Customer Status.
        CWI
        will designate BluePoint as [*]
        similar
        status and provide commensurate [*]
        terms
        and conditions.

      


      (d)    Technical
        Training.
        CWI
        will provide technical training to BluePoint personnel with respect to Cummins
        Products. 

      


      (e)    Service
        and Maintenance.
        CWI
        will serve as BluePoint service provider for each System integrated with
        a
        Cummins Product prime mover [*],
        subject
        to terms and conditions to be mutually agreed. [*]

      


      (f)
    Supply
        Cummins Products to BluePoint [*].
        CWI
        will use its best efforts to provide to BluePoint on terms and conditions
        to be
        mutually agreed, certain Cummins Products [*].

      


      (g)    Key
        CWI Personnel.
        Key CWI
        personnel will initially include [*]
        and
        [*]
        or
        their
        designees and other senior management personnel as required.

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      2.    BluePoint
        Obligations.
        BluePoint shall have the following obligations under this
        Agreement:

       

      (a)    Marketing
        Activities.
        BluePoint will assist in activities to jointly market the System and related
        cogeneration products, services and support. In certain circumstances, BluePoint
        will prepare economic analyses and proposals in connection with opportunities
        utilizing BluePoint’s BOOM DEP model for those customers that prefer not to
        undertake the capital investment to build, own, operate and maintain the
        System.


      


      (b)    Financing
        Activities.
        BluePoint will use its best commercially reasonable efforts to promote and
        enable the BluePoint BOOM DEP model for those customers referred to BluePoint
        by
        CWI that prefer not to undertake the capital investment to build, own, operate
        and maintain the System.

      


      (c)    [*]

      


      (d)    Manufacturing.
        BluePoint will assemble, manufacture, package and deliver Systems incorporating
        Cummins Products. 

      


      (e)    Technical
        Training.
        BluePoint will provide technical training and marketing materials with respect
        to the Systems to CWI personnel. 

      


      (f)
    Evaluate
        Cummins Products.
        BluePoint will assess Cummins Products for potential integration in Systems,
        [*]

      


      (g)    Key
        BluePoint Personnel.
        Key
        BluePoint personnel will initially include Guy A. Archbold, Chief Executive
        Officer of BluePoint and Neil C. Bokamper, Executive Vice President or their
        designees and other senior management personnel as required.

      


      3.    Contact
        Persons.
        Each of
        CWI and BluePoint shall designate a contact person for purposes of monitoring
        performance of each Party under this Agreement. Initially, the contact person
        for CWI will be [*]
        and the
        contact person for BluePoint will be Guy A. Archbold.

      


      4.    Initial
        Installation.
        CWI and
        BluePoint agree that they shall use their best efforts to generate and secure
        one or more BOOM DEP agreements on or before January 31, 2006; [*]

       

      5.    Mutually
        Beneficial Alliance.
        [*]

       

      6.    Relationship
        of the Parties.
        The
        relationship of CWI and BluePoint established by this Agreement is solely
        that
        of independent contractors, and nothing in this Agreement shall be construed
        to
        (i) give either party the power to direct and control the day-to-day activities
        of the other or (ii) constitute the parties as joint venturers, co-owners
        or
        otherwise as participants in a joint or common undertaking or (iii) make
        either
        party an agent of the other for any purpose whatsoever.


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


      7.    Protection
        of Confidential Information.
        The
        Parties acknowledge and agree that they are bound and shall continue to be
        bound
        by the terms of that certain Nondisclosure Agreement dated concurrent with
        this
        Agreement executed by CWI and BluePoint and that such Nondisclosure Agreement
        shall continue in full force and effect for so long as this Agreement has
        not
        been terminated.

       

      8.    Ownership
        of Intellectual Property.

       

      (a)    Ownership
        of BluePoint System.
        All
        right, title, and interest in and to any designs, plans, reports,
        specifications, drawings, schematics, prototypes, models, inventions, trade
        secrets, technology, know-how, other intellectual property and all other
        information and items disclosed to CWI by BluePoint pursuant to this Agreement
        are and shall remain the exclusive property of BluePoint and no license of
        technology or intellectual property by BluePoint to CWI is granted or implied
        by
        operation of this Agreement.

       

      (b)    Improvements
        to the BluePoint System.
        CWI
        agrees that all designs, plans, reports, specifications, drawings, schematics,
        prototypes, models, inventions, work in progress and all other information
        and
        items made during the course of this Agreement arising solely from the services
        performed pursuant to this Agreement and incorporated in the BluePoint System
        (hereinafter referred to as “New Developments”) shall be and are assigned to
        BluePoint as its sole and exclusive property. [*]
        Nothing
        in this Agreement is intended to create or constitute a sale or transfer
        of any
        portion of new developments to CWI.

       

      (c)    Other
        CWI Intellectual Property.
        CWI
        shall retain ownership rights to any and all intellectual property created
        by
        CWI prior to the date of this Agreement or created by CWI outside the scope
        of
        this Agreement (collectively referred to as “CWI Other Works”). Portions of CWI
        Other Works may be incorporated in the New Developments,
        [*].
        Nothing
        in this Agreement is intended to create or constitute a sale or transfer
        of any
        portion of CWI Other Works to BluePoint.

       

      (d)    Records
        and Reports.
        CWI
        agrees to keep and maintain adequate and current records of all New Developments
        made by it (in the form of notes, sketches, drawings or other means as may
        be
        specified by BluePoint) for a period of five years after termination of this
        Agreement which records shall be available to and remain the sole property
        of
        BluePoint at all times. 

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      


       

      (e)    CWI
        Assistance.
        CWI
        further agrees as to all New Developments to assist BluePoint in every proper
        way (but at BluePoint’s expense) to obtain and from time to time enforce
        patents, copyrights, mask works and other rights and protections relating
        to New
        Developments in any and all countries, and to that end CWI will execute all
        documents for use in applying for and obtaining such patents, copyrights,
        mask
        works and other rights and protections on and enforcing New Developments
        as
        BluePoint may request, together with any assignments thereof to BluePoint
        or
        persons designated by it. CWI’ obligation to assist BluePoint in obtaining and
        enforcing patents, copyrights, mask works and other rights and protections
        relating to New Developments in any and all countries shall continue beyond
        the
        termination of this Agreement. 

       

      9.    Term
        and Termination.
        

       

      (a)    This
        Agreement will commence on the date first written above and will continue
        until
        the earlier of (i) January 11, 2009, provided that this Agreement will
        automatically renew for successive one (1) year terms thereafter, unless
        one
        Party delivers a notice of termination to the other Party not later than
        thirty
        (30) days prior to such termination date or yearly anniversary thereafter,
        or
        (ii) termination as provided below. 

       

      (b)    Either
        Party may terminate this Agreement upon thirty (30) days written notice to
        the
        other Party if such other Party refuses to, is unable to perform or is in
        breach
        of any material provision of this Agreement. 

       

      (c)    Upon
        any
        such termination of this Agreement all rights and duties of the Parties toward
        each other shall cease except: Section 7 (Protection of Confidential
        Information), Section 8 (Ownership of Intellectual Property), Section 10
        (Returning Documents) and Section 11 (Indemnification) shall survive termination
        of this Agreement.

       

      10. 
           Returning
        Documents.
        Each
        Party agrees that, upon termination of this Agreement, it shall deliver to
        the
        other Party (and will not keep in its possession or deliver to anyone else)
        any
        and all devices, records, data, notes, reports, proposals, lists,
        correspondence, specifications, drawings, blueprints, sketches, materials,
        equipment, other documents or property, or reproductions of any of the
        aforementioned items belonging to such other Party, its successors or assigns.
        

       

      11. 
           Indemnification.
        Each
        Party (the “Indemnifying Party”) shall indemnify, defend and hold harmless, the
        other Party and its affiliates, officers, directors, employees and shareholders
        (collectively, the “Indemnified Party”) against and in respect of any and all
        damages, losses, claims, penalties, liabilities, costs and expenses (including,
        without limitation, all fines, interest, reasonable legal fees and expenses
        and
        amounts paid in settlement), that arise from or relate or are attributable
        to
        any breach of any representation, warranty, covenant or agreement on the
        part of
        the Indemnifying Party in this Agreement. Promptly after the assertion of
        any
        claim by a third party or occurrence of any event which may give rise to
        a claim
        for indemnification from the Indemnifying Party, the Indemnified Party shall
        notify the Indemnifying Party in writing of such claim. The Indemnifying
        Party
        shall have the right to assume the control and defense of any such action,
        provided,
        that
        the Indemnified Party may participate in the defense of such action subject
        to
        the Indemnifying Party’s reasonable direction and at the Indemnified Party’s
        sole cost and expense. The Party contesting any such claim shall be furnished
        all reasonable assistance in connection therewith by the other Party and
        be
        given full access to all information relevant thereto. In no event shall
        any
        such claim be settled without the Indemnifying Party’s consent.

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      12.     
          Representations
        and Warranties.
        Each
        Party hereby represents and warrants to the other Party as follows:

       

      (a)    Corporate
        Status.
        Such
        Party is a corporation duly incorporated, validly existing, and in good standing
        under the laws of its state of incorporation, and has all requisite corporate
        power and authority to own, operate and lease its properties and to carry
        on its
        business as and in the places where such properties are now owned, operated
        and
        leased or such business is now being conducted.

       

      (b)    Authorization;
        Validity.
        When
        executed and delivered by such Party, this Agreement will constitute the
        valid
        and legally binding obligation of such Party, enforceable against such Party
        in
        accordance with its terms, subject to applicable bankruptcy, insolvency,
        reorganization and moratorium laws and other laws of general application
        affecting the enforcement of creditors' rights generally and general principles
        of equity. 

       

      (c)    No
        Conflict.
        The
        execution, delivery and performance of this Agreement do not and will not
        violate any material agreements to which such Party is a party. 

       

      (d)    Approvals
        and Consents.
        No
        action, approval, consent or authorization, including, but not limited to,
        any
        action, approval, consent or authorization by any governmental or
        quasi-governmental board, agency, commission, bureau, or instrumentality
        is
        necessary or required in order to constitute this Agreement as the valid,
        binding and enforceable obligation of such Party in accordance with its
        terms.

       

      13. 
           Miscellaneous.

       

      (a)    Entire
        Agreement.
        This
        Agreement, together with the exhibits attached hereto, constitutes the entire
        agreement between the Parties relating to the subject matter hereof and
        supersedes all prior, written or oral negotiations, representations or
        agreements. No modification of this Agreement shall be binding on either
        Party
        unless it is in writing and signed by both Parties. 

       

      (b)    Severability.
        The
        provisions of this Agreement are severable, and if one or more provisions
        are
        judicially determined to be illegal or otherwise unenforceable, in whole
        or in
        part, the remaining provisions or portions of this Agreement shall nevertheless
        be binding on and enforceable by and between the Parties hereto. 

       

      (c)    Assignment.
        This
        Agreement shall inure to the benefit of and be binding upon the successors
        and
        assigns of the Parties hereto. 

       


      
        
           

        

        
           

          
            

          

        

        
           

        

      


      (d)    Governing
        Law.
        The
        rights and obligations of the Parties to this Agreement shall be governed
        by and
        construed in accordance with the laws of the State of California, without
        regard
        to its conflict of laws, rules or provisions. 

       

      (e)    Heading.
        Section
        headings are for convenience of reference only and shall not be considered
        in
        the interpretation of this Agreement. 

       

      (f)    Unavoidable
        Delays.
        Either
        Party shall be excused for any delays or defaults in the performance of this
        Agreement (except the payment of amounts due and payable hereunder) unavoidably
        caused by the act of the other, the act of any agent of the other, the act
        of
        any governmental authority, acts of God, the elements, war, litigation, strikes,
        walkouts, or any other cause beyond its reasonable control. Each Party shall
        use
        all reasonable diligence to avoid any such delay or default and to resume
        performance under this Agreement as soon as practicable after such delay
        or
        default. 

       

      (g)    Notices.
        All
        notices and other communications required or permitted hereunder shall be
        in
        writing and shall be deemed effectively given upon personal delivery or on
        the
        day sent by facsimile transmission if a true and correct copy is sent the
        same
        day by first class mail, postage prepaid, or by dispatch by an internationally
        recognized express courier service, and in each case addressed as
        follows:

       

      
        	
                If
                  to BluePoint:

              	
                Chapeau,
                  Inc.

              
	 	
                d/b/a
                  BluePoint Energy, Inc.

              
	 	
                1190
                  Suncast Lane, Suite 2

              
	 	
                El
                  Dorado Hills, California 95762

                 

              
	 	 
	
                If
                  to CWI:

              	
                Cummins
                  West, Inc.

              
	 	
                [*]

              
	 	 


      

      


       

      (h)    Counterparts.
        This
        Agreement may be executed in one or more counterparts, and when so executed
        each
        counterpart shall be deemed to be an original, and said counterparts together
        shall constitute one and the same instrument.

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      IN
        WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the
        date
        first above written. 

       

      
        	 	
                CUMMINS
                  WEST, INC.

                 

              
	 	
                By:
                  

              	
                /s/
                  [*]                                                    
                  

              
	 	
                Name:

              	
                [*]

              
	 	
                Title:

              	
                [*]

              
	
                 

              	 	 
	 	 	 
	 	
                CHAPEAU,
                  INC. 

              
	 	
                D/B/A
                  BLUEPOINT ENERGY, INC.

                 

              
	 	
                By:
                  

              	
                /s/
                  Guy A.
                  Archbold                              

              
	 	
                Name:

              	
                Guy
                  A. Archbold

              
	 	
                Title:

              	
                Chief
                  Executive Officer