EXHIBIT
10.5





SUBCONTRACTOR
AGREEMENT





BETWEEN





AGL
SERVICES COMPANY





AND





GLOBAL
ENERGY SYSTEMS, INC.





FOR





ENERGY
CONSERVATION MEASURES





AGL
Services Company


10
Peachtree Place, N.E.


Atlanta,
GA  30309-4497





Global
Energy Systems, Inc.


3348
Peachtree Road, NE


Suite
250, Tower Place 200


Atlanta,
Georgia 30326









TABLE
OF CONTENTS





PageSECTION
      1.
                                                                          SCOPE
      OF WORK
                                                                          1SECTION
      2.
                                                                          ORDER
      OF PRECEDENCE
                                                                          2SECTION
      3.
                                                                          SCHEDULE
      OF WORK
                                                                          2SECTION
      4.
                                                                          AUTHORIZATION
      TO START WORK
                                                                          2SECTION
      5.
                                                                          COMMENCEMENT
      OF WORK
                                                                          3SECTION
      6.
                                                                          AGLSC’s
      DESIGNATED REPRESENTATIVE
                                                                          4SECTION
      7.
                                                                          COMPENSATION
                                                                          4A.
                                                                          Pricing,
      Pricing Methods, and Conditions
                                                                          4B.
                                                                          AGLSC
      Fees
                                                                          4C.
                                                                          Taxes
                                                                          4D.
                                                                          Invoices
      and Payments
                                                                          4E.
                                                                          Over
      billings/Offsets/Credits/Refunds
                                                                          5SECTION
      8.
                                                                          CHANGES
                                                                          5SECTION
      9.
                                                                          FINANCIAL
      AUDITS
                                                                          6SECTION
      10.
                                                                          WARRANTY
                                                                          7SECTION
      11.
                                                                          RESPONSIBILITY
      FOR WORK
                                                                          7SECTION
      12.
                                                                          CLEANUP
                                                                          8SECTION
      13.
                                                                          TERMINATION
                                                                          8SECTION
      14.
                                                                          PATENTS
      AND COPYRIGHTS
                                                                          10SECTION
      15.
                                                                          INTELLECTUAL
      PROPERTY/WORK PRODUCT
                                                                          10SECTION
      16.
                                                                          STATUS
      OF CONTRACTOR
                                                                          10SECTION
      17.
                                                                          REPORTS
                                                                          11SECTION
      18.
                                                                          TOOLS,
      MATERIALS AND EQUIPMENT
                                                                          11SECTION
      19.
                                                                          FURNISHED
      BY AGLSC
                                                                          11SECTION
      20.
                                                                          PLANS,
      DRAWINGS, SPECIFICATIONS, AND DOCUMENTATION
                                                                          11SECTION
      21.
                                                                          CONTRACTOR
      PERSONNEL MATTERS
                                                                          12SECTION
      22.
                                                                          INSURANCE
                                                                          13SECTION
      23.
                                                                          INDEMNITY
                                                                          15SECTION
      24.
                                                                          ACCESS
      TO RECORDS
                                                                          16




-i-




TABLE
OF CONTENTS


(continued)




PageSECTION
      25.
                                                    CODE
      OF ETHICS
                                                    17SECTION
      26.
                                                    LAWS
      AND PROJECT RULES
                                                    17A.
                                                    General
                                                    17B.
                                                    Taxes
      and Contributions
                                                    17C.
                                                    Drawings
      and Specifications
                                                    18D.
                                                    License
      Requirements
                                                    18E.
                                                    Environmental
      Provisions
                                                    18SECTION
      27.
                                                    SEVERABILITY
                                                    23SECTION
      28.
                                                    GOVERNING
      LAW
                                                    23SECTION
      29.
                                                    CONFIDENTIALITY;
      USE OF INFORMATION
                                                    23SECTION
      30.
                                                    PUBLIC
      COMMUNICATION
                                                    24SECTION
      31.
                                                    NONWAIVER
                                                    24SECTION
      32.
                                                    MERGER
      ASSIGNMENT
                                                    24SECTION
      33.
                                                    DISPUTES
                                                    25SECTION
      34.
                                                    FAR
      CLAUSES
                                                    27SECTION
      35.
                                                    NOTICES
                                                    35SECTION
      36.
                                                    INDEPENDENT
      CONTRACTOR
                                                    36SECTION
      37.
                                                    SURVIVAL
                                                    36





-ii-





This
SUBCONTRACTOR AGREEMENT (hereinafter “Agreement”), effective
on  October __, 2008 is made between AGL SERVICES COMPANY, a Georgia
corporation with its principal office in Atlanta, Georgia (hereinafter “AGLSC”),
and Global Energy Systems, Inc., a Delaware corporation, with its principal
office in Atlanta, Georgia (hereinafter “Contractor”).  Unless
otherwise specified herein, “AGLSC” will include AGL Services Company and any
present or future entity that, directly or indirectly through one or more
intermediaries, is controlled by AGL Resources Inc., or is under common control
with AGLSC.  For purposes of this definition, “control” means the
power to direct or cause the direction of the management, policies or affairs of
the controlled entity, whether through ownership of securities or partnership or
other ownership interests, by contract or otherwise.  AGLSC shall be
responsible for the performance under this Agreement of any other such
entity.




In
consideration of the work to be done by Contractor, the payments to be made by
AGLSC, and the other promises set forth below, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:




SECTION
1.  SCOPE
OF WORK




Subject
to the terms and conditions set forth in this Agreement, Contractor may be
selected as a subcontractor of AGLSC to perform services and/or construction in
accordance with a delivery order (“DO”) or work release letter (“WRL”) awarded
pursuant to a Basic Ordering Agreement (the “BOA”) or Areawide Public Utility
Contract (the “Areawide Contract”) listed in Annex A hereto between its utility
affiliates and the United States of America for Energy Conservation Measures for
the Government of the United States of America and its agencies (hereinafter
“Government” or “Government Agency”) and in such capacity and provided
Contractor accepts such assignment Contractor shall provide all labor, tools,
materials, equipment, facilities, engineering, software integration, as well as
transportation, supervision and management necessary to identify, implement, and
operate and maintain Energy Conservation Measures at various locations
(“Work”).





Energy
Conservation Measures are measures to reduce the Government’s energy consumption
and corresponding contractor costs, and improve related operation and
maintenance efficiencies, thereby reducing Government
costs.  Contractor may be requested to identify and market energy
management services to the facilities of the Government and its agencies in
AGLSC’s or its affiliates’ services territory at locations designated by the
AGLSC designated representative.  At AGLSC’s request, Contractor shall
develop and prepare proposals for such services and solicit and manage financing
for such services.  Contractor will consult with AGLSC before seeking
to market or perform any Work for the Government under a BOA or Areawide
Contract with the Government or any Government Agency with facilities or
locations in AGLSC’s or its affiliates’ services territory, and will not agree
to provide any such Work without the prior approval of AGLSC.





Work will
be performed pursuant to a mutually acceptable DO or WRL, which will include
some or all of the phases of an Energy Conservation Measure
(“ECM”).  Work by Contractor may also include measurement and
verification of energy savings, performance guarantee of ECMs, and guarantee of
energy savings.  The scope of the DO/WRLs may include utility
generation, distribution systems, and industrial processes.




1




The above
referenced Work may be performed both on and off the AGLSC affiliated natural
gas system.  In no event shall Contractor be AGLSC’s exclusive
subcontractor for ECM services nor shall Contractor be prohibited from
performing services similar to the Work for other parties, provided such
services are not under a competing Areawide Contract or BOA at the same
Government installation or facility or otherwise violate the terms and
conditions of this Agreement.




SECTION
2.  ORDER OF
PRECEDENCE




The Agreement between Contractor and
AGLSC shall include the following documents.  In case of conflict
between the provision of this Agreement and the documents listed below, the
documents shall control in accordance with the following order of
precedence:





·
            AGLSC
      Delivery Order or Work Release Letter and any modification(s)
      thereof.


·
            This
      Subcontractor Agreement.


·
            As
      applicable, the AGL Resources Inc. Basic Ordering Agreement
      N69450-08-G-0083 or the AGL Resources Inc. Areawide Public Utility
      Contract No. GS-00P-02- BSD-0362 with the United States of America (as
      specified in DOs/WRLs).


·
            As
      applicable, Virginia Natural Gas’s Basic Ordering Agreement
      N62470-02-D-3103 or its Areawide Public Utility Contract No.
      GS-00P-02-BSD-0181 with the United States of America (as specified in
      DOs/WRLs).


·
            Other
      designated contracts as they become effective (as specified in
      DOs/WRLs).




SECTION
3.  SCHEDULE OF
WORK




The Work
described above shall start on the date specified in the DO or WRL that will be
issued for the respective project under this Agreement. The timely completion of
all Work is of the essence. The term of this Agreement shall extend through
November 5, 2011, regardless of whether AGLSC’s Areawide Contract or BOA shall
have been extended to or beyond that date; provided, however, the term of
this Agreement shall continue beyond November 5, 2011 through any expiration
date for any Work for which a Delivery Order or Work Release Letter or related
proposal has been delivered and remains effective.




Contractor
recognizes that it is frequently necessary for Work to be rescheduled.
Therefore, in accepting this Work, Contractor recognizes that the Work may be
rescheduled within a reasonable time of the specified dates and provided such
rescheduling does not significantly increase Contractor’s cost Contractor agrees
to comply with any reasonable rescheduling of Work, without additional cost to
AGLSC.




SECTION
4.  AUTHORIZATION TO START
WORK




Prior to
beginning any Work, all Work will be authorized in writing by the issuance of a
Delivery Order or Work Release Letter detailing the full Work scope, schedule,
compensation and other pertinent information about the specific
project.




2




Each
mutually agreed DO/WRL shall be a binding contractual action entered into under
this Agreement for each phase of an ECM or any activity related to an
ECM.





Other
pertinent information shall include specific terms and conditions of the
applicable Areawide Contract or BOA that AGLSC or its affiliate is required to
include in the Agreement concerning the Work, including Federal Acquisition
Regulation ("FAR") contract clauses.  It shall also include additional
clauses from the Areawide Contract or BOA that AGLSC or its affiliate deems
necessary to satisfaction of its contractual obligations to the
government.  The Work description for the Work Release Letter will be
prepared by Contractor and then issued by AGLSC’s Designated Representative.
However, AGLSC’s Designated Representative may orally or by electronic means
(i.e. email) authorize Contractor to perform a no-cost preliminary evaluation of
ECM opportunities, such as a “Study of Opportunity”, which shall be performed
subject to the terms and conditions of this Agreement. A written Work Release
Letter shall follow as soon as possible after such oral
authorization.





Work will
not commence on a particular task order unless and until a statement of work and
a price for that phase have been mutually agreed upon in writing.





Contractor,
in connection with any proposal it makes for a contract, DO or WRL modification,
shall furnish a price breakdown.  Unless otherwise directed, the
breakdown shall contain sufficient detail and supporting documentation to permit
an analysis of all material, labor, equipment, subcontract, and overhead costs,
as well as profit, and shall cover all Work involved in the modification,
whether such Work was deleted, added, or changed.  Any amount claimed
for subcontractors shall be supported by a similar price
breakdown.  The direct cost will be multiplied by the appropriate
coefficient which contains the prime contractor’s and subcontractor’s overhead,
profit, bond premiums, social security contributions, workman’s compensation
insurance, state unemployment insurance, federal unemployment insurance,
incidental engineering and planning, and all contingencies.





SECTION
5.  COMMENCEMENT OF
WORK





Contractor
shall not commence the Work and AGLSC shall not be obligated to pay Contractor
for Work commenced prior to:




(a)
            Contractor
      satisfying the insurance requirements and providing AGLSC with an
      acceptable certificate of insurance as set forth in Section 22 of this
      Agreement.




(b)
            As
      applicable, Contractor having received from AGLSC or the Government’s
      Representative any detailed drawings or specifications to which
      Contractor’s Work is required to conform, as set forth in Section 20 of
      this Agreement.




(c)
            On
      a per DO or WRL basis, if AGLSC is required to provide a “Performance Bond
      and Payment Bond” to the Government and if requested by AGLSC, Contractor
      having presented to AGLSC a “Performance Bond and Payment Bond” or a
      guarantee of Contractor or its successors of investment grade or
      better.




3




SECTION
6.  AGLSC’SDESIGNATED
REPRESENTATIVE




As used
in this Agreement, “AGLSC’s Designated Representative” means the Managing
Director of Marketing, who is the liaison between AGLSC and Contractor during
performance of the Work. No agreement with AGLSC’s Designated Representative
shall affect or modify any of the terms or obligations contained in this
Agreement, except as provided in Section 8 of this Agreement. The Government
Agency may appoint a representative for each project (“Government’s
Representative”).




SECTION
7.  COMPENSATION




A.
            Pricing,Pricing
      Methods,
      and Conditions




AGLSC
will pay the Contractor as full compensation for the completion of Work
described above, subject to the provisions of this Agreement, in accordance with
pricing provisions established in the specific WRL or DO provided for each
project.





B.
            AGLSC
      Fees





For the
use of its Areawide Contracts or BOAs, and the work performed and resources
employed by AGLSC on each project, AGLSC may require a contract fee based on the
projected contract value, which, if applicable, shall be set forth in the
applicable WRL or DO.  AGLSC may provide Contractor with a contract
fee detail once the projected contract value and payback has been determined, to
be used in the final pricing of each project. This fee is subject to negotiation
on a per contract basis, depending on project size and payback
criteria.





C.
            Taxes





Contractor
assumes exclusive liability for all federal, state and local sales or use taxes
applicable to any materials, supplies, equipment or tools which Contractor
purchases, rents or leases and uses or consumes in conjunction with the
performance of the Work.  Contractor shall not be responsible for any
other taxes other than its own income taxes.





D.
            Invoices and
      Payments





As an
agent for AGLSC pursuant to this Agreement, Contractor will prepare two invoices
for Work performed under this Agreement in the form required by the Government
Representative designated for such Work, and send one copy of each such invoice
in timely fashion to AGLSC for transmittal to the Government Representative
designated for such Work and another copy of each such invoice to AGLSC’s
Designated Representative who signed the WRL or DO for the project Work being
invoiced. Contractor may submit invoices at any time and from time to time
during any project; provided that all such submissions must be in compliance
with AGLSC requirements herein. Each invoice and all supporting documents shall
show AGLSC’s Areawide Contract or BOA number and the applicable Government
Agency contract and WRL or DO number. If the invoice will be paid from a private
funding source, Contractor may elect to be paid directly from the funding
source, upon approval of AGLSC and the Government Agency.  AGLSC will
not be responsible to reimburse Contractor for any expense not reflected in the
DO or WRL unless AGLSC approves such expense in advance in
writing.  AGLSC will have the right, at all times, to set off any
amount due or payable to Contractor under this Agreement against any claim or
charge AGLSC may have against Contractor under this Agreement.




4




Final
payment will be made under the remittance terms set forth in this Agreement,
provided a minimum of all of the following have been completed:




(2)
            All
      Work has been completed and accepted by the Government, including
      outstanding punch list items, final cleanup, testing, demobilization, and
      receipt of all reasonably and customarily required documentation by AGLSC
      and the Government;




(3)
            Any
      reasonably requested general releases, affidavits or receipts have been
      provided to AGLSC;




(3)
              Payment
      in full has been received by AGLSC from the Government;
  and




(4)
            No
      amount has been disputed in good faith by the Government or
      AGLSC.




E.
            Over
      billings/Offsets/Credits/Refunds




Contractor
agrees that Contractor will reimburse AGLSC for its:  (i)
out-of-pocket costs for performance bonds as specified in any applicable WRL or
DO and (ii) for out-of-pocket project finance costs that arise due to
construction delays caused by Contractor or its subcontractors or delays in
acceptance of such projects caused by Contractor or its
subcontractors.




SECTION
8.  CHANGES




As soon
as reasonably possible, not to exceed ten (10) business days from receipt of a
request or statement from the Government’s Representative (either directly or
through AGLSC’s Designated Representative), Contractor shall provide AGLSC with
a written fixed price quotation or cost estimate for any change under
consideration by the Government, including any necessary adjustments to price
and the delivery schedule and evidence of the necessary financing of such
change. Any proposed changes in, additions to, or omissions from the authorized
Work or the schedule shall be determined by AGLSC and Contractor in consultation
with the Government, and shall be effective only upon the submission by
Contractor to AGLSC of a WRL or DO Amendment, and AGLSC’s acceptance, which
shall be required in the same manner and subject to the same conditions that
apply to AGLSC’s obligations to execute and deliver Delivery Orders or Work
Release Letters or related proposals under Section 3 of this Agreement. Upon its
acceptance of such submission, AGLSC shall promptly provide Contractor with an
executed copy of the WRL or DO Amendment, and Contractor shall promptly proceed
with the performance of this Agreement as so changed.




Any
claims submitted by Contractor pursuant to this Section 8 must be itemized and
supported with adequate documentation. Work performed outside the scope or
schedule set forth in this Agreement which is not requested by a written
modification to a WRL or DO shall not form the basis of a claim for additional
compensation.




5




It is
understood and agreed by the parties that Contractor will examine all reasonably
available records and will inform itself about conditions to be encountered, the
character of equipment and facilities required to perform the Work, the labor
conditions and all other relevant matters in connection with the Work to be
performed prior to agreeing to a firm fixed price on each WRL or DO. It is
further understood and agreed that the price is based on Contractor’s own
knowledge and judgment of conditions, problems, volumes, and other factors and
not upon any representations of AGLSC. Any information or estimates which are
made available by AGLSC to Contractor shall have no express or implied guarantee
of accuracy or usefulness. Contractor agrees that it will form its own opinion
of the costs it will incur in undertaking the Work. Therefore, Contractor agrees
that the fact the actual amount of Work performed or costs incurred differs from
estimates made by either Contractor or AGLSC shall not be a basis for change in
compensation.




8a.
Differing Work Site
Conditions




(1)
            Contractor
      shall promptly, and before the conditions are disturbed, give a written
      notice to the AGLSC Designated Representative of (a) subsurface or latent
      physical conditions at the Work Site which differ materially from those
      indicated in this Agreement, or (b) unknown physical conditions at the
      Work Site of an unusual nature, which differ materially from those
      ordinarily encountered and generally recognized as inherent in Work of the
      character provided for in the
Agreement.




(2)
            AGLSC
      and Contractor shall cause the Government’s Representative to investigate
      the Work Site conditions promptly after receiving the notice. If the
      conditions do materially so differ and cause an increase or decrease in
      the Contractor cost of, or the time required for, performing any part of
      the Work under this Agreement, an equitable adjustment will be made under
      this clause and the Agreement modified in writing
    accordingly.




(3)
            No
      request by Contractor for an equitable adjustment to the applicable
      Delivery Order or Work Release Letter under this clause shall be allowed,
      unless Contractor has given the written notice required; provided, that
      the time prescribed in (1) above for giving written notice may be extended
      by the AGLSC Designated
Representative.




SECTION
9.  FINANCIAL
AUDITS




Contractor
shall maintain accurate and detailed records, in accordance with applicable FAR
clauses and generally accepted accounting principles consistently applied, of
all expenditures or costs relating to any Work performed under this Agreement
and of any performance statistics relevant to this Agreement. Work shall be
performed on a firm fixed-price basis only. Unless provided otherwise in a DO or
WRL, AGLSC shall have audit rights one time annually or upon termination or
suspension of the Work. Such audit rights shall be extended to AGLSC or to any
accounting representative designated by AGLSC. Audits shall take place at times
and locations mutually agreed upon by both parties, although Contractor shall
make every reasonable effort to have the materials to be audited available
within one (1) week of the request for them. Costs incurred by Contractor as a
result of AGLSC’s exercising its right to audit will be borne by
Contractor.




6




SECTION
10.  WARRANTY




Contractor
warrants that all Work performed under this Agreement shall be undertaken in a
good and workmanlike manner and shall conform to the requirements specified in
the applicable WRL or DO. Contractor further warrants that the Work shall be of
good quality, free from defects in design, material and workmanship. Any
professional services provided by Contractor in connection with the Work shall
be performed in accordance with generally accepted standards and practices then
prevailing in the industry.




The
warranty set forth herein supplements and shall be interpreted in conjunction
with any warranty clauses in the FAR and NAVFAC Clause 5252.211-9300 that are
applicable to the Work.  Unless otherwise specified in an applicable
FAR and NAVFAC clause, the warranty set forth in this Section shall continue to
be effective for a period of one (1) year following the Government’s acceptance
or beneficial use of each ECP or ECM, acceptance of a particular facility, or
acceptance of a particular project, whichever comes first. AGLSC shall give
Contractor written notice of all defective work not meeting the requirements of
this Agreement, specifically detailing the deficiencies to be corrected, and
provided such notice is received within the 1-year warranty period Contractor
shall repair or otherwise remedy such defective work in an expeditious
manner.




EXCEPT
FOR THE WARRANTY PROVIDED IN THIS PARAGRAPH OR OTHERWISE IN THIS AGREEMENT,
CONTRACTOR MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND CONTRACTOR
SPECIFICALLY DISCLAIMS ALL OTHER EXPRESS AND ALL IMPLIED WARRANTIES, INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. To the extent possible, CONTRACTOR shall assign to AGLSC or
the Government all warranties that CONTRACTOR receives from its vendors and/or
subcontractors for any materials or equipment, which are or are to become
permanent features of a project, which shall be in addition to the other
warranties provided herein.




SECTION
11.  RESPONSIBILITY FOR
WORK




Contractor
is responsible for and shall bear all risk of loss or damage to Work, and all
materials, tools and equipment delivered to the Work location by Contractor or
its suppliers, until completion by Contractor and final acceptance of Work by
the Government’s Representative, except to the extent the loss or damage results
from the wrongful or negligent act or omission of AGLSC or the Government. AGLSC
is not responsible for any loss or damage to the Work, or to materials, tools
and equipment of Contractor resulting from a tortious act or omission of any
other contractor.




7




Contractor
shall be responsible, at no additional cost to AGLSC, for taking all precautions
necessary to prevent damage or injury to the Work of Contractor, AGLSC or its
other subcontractors, and to the property of AGLSC, other subcontractors, or any
of their employees, and members of the general public. These measures shall
include but not be limited to laying drop cloths, constructing shields and guard
fences, and any other reasonable precautionary measures AGLSC may
direct.




When
Contractor’s supervision is not present on any part of the Work Site where it
becomes necessary to give directions in an emergency, orders may be given by
Government’s’ Representative and shall be received and obeyed by Contractor’s
personnel pending confirmation from AGSLC. If requested to do so, AGLSC shall
confirm such orders in writing, provided that such AGLSC reasonably determines
that such confirmation is appropriate under the circumstances. The use of
explosives in a manner which disturbs or endangers the stability, safety or
quality of the Work or of AGLSC or third-party property will not be
allowed.




SECTION
12.  CLEANUP




Contractor
shall be responsible for keeping the area where its employees and its
subcontractors are working clean at all times. If Contractor fails or refuses to
maintain a clean Work area, AGLSC may perform or arrange to have performed a
cleanup of the area. If AGLSC incurs any cost performing cleanup of Contractor’s
Work area, that cost shall be paid to AGLSC or may be deducted by AGLSC from any
amount owed to Contractor.





Upon
completion of identifiable segments of Work, Contractor is to remove all waste
or debris from its Work area unless the waste or debris is subject to the
conditions set forth with Subsection titled “Environmental Provisions” of the
Section titled “Laws and Project Rules”. Contractor is responsible for restoring
its Work area and any areas affected by its Work to at least as good an order
and condition as the area was in prior to Contractor commencing the Work unless
the restoration would conflict with Subsection titled “Environmental Provisions”
of the Section titled “Laws and Project Rules.”





SECTION
13.  TERMINATION





The
following actions by or conditions affecting Contractor shall give AGLSC the
right to terminate the Agreement and/or any DO or WRL as provided
below:





(1)
            Contractor
      breaches the terms of this Agreement, a DO or WRL in any material respect
      and fails to cure such breach as provided for
  herein.




(2)
            Contractor
      makes a general assignment for the benefit of its
    creditors.




(3)
            Contractor
      has a receiver appointed because of
insolvency.




(4)
            Contractor
      files bankruptcy or has a petition for involuntary bankruptcy filed
      against it that is not dismissed within ninety (90)
  days.




8




(5)
            The
      Government, not at the request of AGLSC, acting through or at the
      direction of the Administrator of General Services, or such other
      government representative with primary authority to administer AGLSC’s
      Areawide Contract or BOA, requests in writing that AGLSC terminate this
      Agreement and/or any DO or WRL for convenience or for
    default.




Immediately
upon the actions or conditions specified in subsections (2), (3)or (4) above,
this Agreement and/or the DO or WRL, as applicable, shall terminate without
further action or notice by AGLSC. In the event that any of the actions or
conditions specified in subsection (1) shall occur, then, unless otherwise
specified in an applicable FAR clause, (i) Contractor shall have a period of
sixty (60) days from receipt of written notice from AGLSC describing in
reasonable detail the action or condition and the proposed cure for such action
or condition, (ii) AGLSC shall make reasonable efforts to assist Contractor in
its cure of such action or condition including, without limitation, setting up
and participating in initial meetings with the Government, and (iii) upon any
failure of Contractor to cure such action or condition within such period, AGLSC
shall have the right to terminate this Agreement and/or any DO or WRL upon
written notice to Contractor. It is agreed that if AGLSC exercises its right to
terminate this Agreement and/or any DO or WRL for any of the above reasons, the
termination shall not prejudice any other right or remedy available to
AGLSC.  In the event that any of the actions or conditions specified
in subsection (5) shall occur and shall not involve a default by Contractor,
then, AGLSC shall give Contractor written notice of such
action.  Contractor shall promptly terminate all actions on the Work,
remove its personnel and equipment from the Work Site and Contractor shall be
paid for all Work performed to date including any equipment or materials ordered
prior to the date of such notice that cannot be allocated to other work of
Contractor on a mutually agreeable basis and for which orders cannot be
cancelled.  Contractor shall promptly deliver any equipment or
materials paid for by AGLSC to AGLSC.




Upon
termination for subsections (1), (2), (3) or (4) above, AGLSC may take control
of the Work; take possession of all materials at the Work location which were
intended for incorporation into the Work; and shall be allowed to utilize any of
Contractor’s equipment or tools at the site. AGLSC may complete the Work itself
or hire another contractor to complete it. Contractor shall receive no further
payments until all Work is completed. Upon completion, Contractor will be paid
as follows (unless an applicable FAR clause provides otherwise):




For Work
to be performed on a fixed price basis, Contractor will be paid the unpaid
balance remaining under the WRL or DO less all costs incurred in finishing the
Work, including compensation for overhead, for administrative and managerial
services and for any legal expenses incurred by AGLSC to effect the takeover and
complete the Work. If AGLSC’s costs exceed the unpaid balance, Contractor shall
pay the difference to AGLSC.




Contractor
will be allowed a credit at the agreed-upon prices for all materials purchased
by Contractor and subsequently incorporated into the Work by a replacement for
Contractor or AGLSC. If there are no agreed-upon prices in this Agreement or WRL
or DO for materials, Contractor shall be credited for the materials at actual
cost. Contractor shall also be allowed a credit for the fair market rental value
for any of Contractor’s equipment or tools used to complete the Work. AGLSC
shall retain title on all goods, materials and equipment incorporated into the
Work.




9




AGLSC may
terminate this Agreement for convenience upon thirty (30) days written notice to
Contractor. In the event of such termination for convenience, Contractor shall
be permitted to complete any Work currently being performed under this Agreement
pursuant to an executed Delivery Order or Work Release Letter. However, upon
notice of termination, Contractor shall immediately cease any efforts for
services and retract any pending bids for Work or new services.  DOs
and WRLs may be terminated in accordance with the FAR clauses specified
therein.





SECTION
14.  PATENTS AND
COPYRIGHTS




Contractor
agrees that, unless an applicable FAR clauses provides otherwise, in performing
this Agreement it will not use or provide to AGLSC any process, program,
document, data, design, device or material which infringes on any patent,
copyright, trade secrets, or any other proprietary right of any third party.
Contractor agrees to indemnify and defend AGLSC, at Contractor’s expense,
against any suit or proceeding brought against AGLSC for any infringement
arising out of Contractor’s Work under this Agreement. AGLSC will promptly
notify Contractor in writing of any such suit or proceeding and will assist
Contractor in defending the action by providing any necessary information at
Contractor’s expense. If use of the Work is enjoined, then Contractor shall
obtain a license for AGLSC at no additional cost to continue using the Work, or
modify the Work so that it no longer infringes, without degrading its function
or performance.





SECTION
15.  INTELLECTUAL PROPERTY/WORK
PRODUCT





AGLSC
agrees that, unless an applicable FAR clause, or a WRL or DO provides otherwise,
any trade secret, discovery, invention, drawing, plan, specification or other
intellectual property, including, without limitation, computer software and
those that may be subject to patents and/or copyrights (“Work Product”), that
are developed solely by or in connection with the Work by Contractor, its parent
and affiliates (“Contractor Family”) and not at the request of AGLSC shall
remain the sole and exclusive property of Contractor Family and AGLSC has no
rights to or in such intellectual property. If AGLSC requests development of any
Work Product under this Agreement or assists in the development of any Work
Product under this Agreement, such Work Product will be considered work made for
hire by Contractor and owned by AGLSC, and AGLSC shall have the right to obtain
and hold in its own name copyrights, patents, registrations, and other
protections available in the Work Product.  If any of the Work Product
should not, by operation of law, be considered work made for hire by Contractor
for AGLSC, or if ownership of all right, title and interest of the intellectual
property rights therein should not otherwise vest exclusively in AGLSC,
Contractor hereby assigns to AGLSC, and upon the future creation thereof
automatically assigns to AGLSC, without further consideration, ownership of all
Work Product.





SECTION
16.  STATUS OF CONTRACTOR AND
GUARANTY




Contractor
is a Delaware corporation and is a direct wholly owned subsidiary of Xethanol,
Inc.  Contractor’s obligations under the Agreement, including without
limitation its indemnification obligations set forth in Section 23, shall be
secured by a guaranty of performance, in the form attached hereto as Annex B,
duly executed by Xethanol Corporation, which guaranty shall be delivered to
AGLSC effective as the initial effective date of the Agreement and maintained
throughout the term of the Agreement.




10




SECTION
17.  REPORTS




Whenever
reasonably requested by AGLSC, Contractor shall furnish required milestone,
monthly, and other reports, as mutually agreed upon or as included in specific
Delivery Orders or WRL’s.




SECTION
18.  TOOLS, MATERIALS AND
EQUIPMENT




Contractor
shall equip all employees with all tools and equipment necessary to perform the
Work unless otherwise expressly provided in this Agreement. All tools and
equipment belonging to Contractor or its employees shall be clearly marked as to
their owner. Contractor shall provide its own storage facilities for all tools
and equipment at or near the Work Site. Storage facilities on the Work Site
shall be located in a place approved by the Government’s
Representative.





All
materials, tools and equipment furnished by AGLSC shall remain its property.
Contractor agrees not to use AGLSC-supplied materials, tools or equipment for
any purpose other than Work for which these items were supplied, unless written
permission is given in advance by AGLSC’s Designated Representative. Contractor
shall reimburse AGLSC at AGLSC’s replacement cost plus a factor to cover current
administrative and general overhead costs for all materials, tools or equipment
placed in Contractor’s possession which are not included in the completed Work
or returned to AGLSC in kind. When requested in writing, Contractor agrees to
purchase special equipment or tools or furnish them on a rental basis. The
purchase price or rental cost of such equipment and/or tools and the basis of
payment will be as agreed upon, if not previously established in the Agreement
Rate Schedule. Any tools specifically purchased for authorized Work and paid for
by AGLSC are the property of AGLSC and shall be turned over to AGLSC upon
completion of the Work.





SECTION
19.  FURNISHED BY
AGLSC





All
materials furnished by AGLSC will be specified in the written WRL or
DO.





SECTION
20.  PLANS, DRAWINGS,
SPECIFICATIONS, AND DOCUMENTATION





Contractor
shall not begin any part of the Work which requires Contractor to perform in
accordance with plans, drawings, specifications, or documentation until such
documents have been approved by the Government’s Representative. Contractor
shall keep one copy of the documents at the Work Site and shall produce the copy
upon request of AGLSC’s Designated Representative or the Government’s
Representative.





Upon
completion of the authorized Work and upon the request of AGLSC or the
Government Representative, Contractor shall deliver a copy of all listed
drawings, specifications, and documentation to AGLSC or the Government’s
Representative, after having indicated on them all changes to reflect the
“as-built” condition of the Work. Contractor shall be authorized to retain one
complete set of project related documents for reference purposes
only.




11




Any
discrepancy, contradiction or ambiguity within the provisions of this Agreement
and the plans, drawing or specifications shall be immediately referred to the
AGLSC Designated Representative by the Contractor. The Government’s
Representative will determine which shall control, and the decision shall be
binding upon both parties. In all cases, figures will take precedence over scale
measurements on drawings, but where obvious discrepancies exist; Contractor
shall consult the AGLSC Designated Representative and abide by their
decision.





SECTION
21.  CONTRACTOR PERSONNEL
MATTERS




Personnel
provided by Contractor under this Agreement shall at all times remain the sole
responsibility of said Contractor for purposes of personal and professional
liability. Contractor shall bear all responsibility for obtaining and ensuring
any required security clearances for its employees.




Contractor
is solely responsible for all aspects of the labor relations of its personnel,
including but not limited to, wages, benefits, discipline, hiring, firing,
promotions, pay raises, overtime and job and shift assignments. Such personnel
shall be and remain the employees of Contractor at all times.




Contractor
shall withhold from each employee’s pay sufficient funds for federal, state, and
local income taxes, funds required by the Federal Insurance Contributions Act,
and as may otherwise be required by applicable law. Contractor further agrees to
defend, indemnify, and hold AGLSC harmless from any claims, fines, and penalties
based on any allegations that such withholdings were not made, or that such
withholdings were inadequate.




Contractor
shall comply with the Fair Labor Standards Act, the Davis Bacon Act, the Service
Contract Act as required and all other provisions incorporated by reference, and
shall pay overtime to its employees as required by all applicable federal, state
and local laws, rules, regulations, and ordinances. In the event that Contractor
fails to comply with this requirement, Contractor shall be required to
indemnify, defend and hold AGLSC harmless from all claims, actions, fines,
penalties, and liabilities resulting from any such failure.




12




In
selecting employees to undertake any Work, Contractor shall select only those
persons who are qualified by the necessary education, training and experience to
provide a high quality performance of the Work.  Contractor warrants
that all of its employees and any employees of its subcontractors will prior to
performing Work hereunder have undergone drug screening and background
investigations, including education, social security number verification,
employment, and criminal checks in accordance with procedures acceptable to
AGLSC.  AGLSC will have the right to require Contractor to verify to
AGLSC’s reasonable satisfaction that any and all such individuals meet these
criteria. In no event shall Contractor use to perform the Services any
individual whose testing has revealed a positive drug screen or whose background
investigation has disclosed an invalid social security number, illegal
immigration status, or a conviction or pending proceedings related to a felony
or a misdemeanor criminal offense involving violence, arson or other property
destruction, DUI in the past five years, drug or alcohol related crimes in the
past five years, or any crimes involving dishonesty or theft.If AGLSC or
the Government’s Representative determines, in its sole discretion, that any
personnel supplied by Contractor are unsuitable for the Work, AGLSC or the
Government’s Representative shall so advise Contractor and Contractor shall
remove that employee from the Work Site and assign other individuals to perform
the Work. If AGLSC or the Government’s Representative determines, in its sole
discretion, that the presence on the Work Site of any employee of Contractor is
not consistent with the best interest of AGLSC, AGLSC may direct Contractor to
remove that employee from performing Work under this Agreement. Contractor shall
assign another employee to Work in place of the unacceptable employee.
Replacement of employees under either of the above circumstances shall be at no
cost to AGLSC. Contractor shall absorb any travel costs or travel time to the
Work Site for the replacement employee and from the Work Site for the replaced
employee. Contractor shall give AGLSC advance notice prior to removing
Contractor’s supervisory or professional personnel from the job.




Contractor
recognizes the importance of the safety of all workers at the Work Site and
agrees that accident prevention shall be an integral part of Contractor’s
operation. Contractor shall provide and maintain adequate first-aid facilities
and shall cooperate with all other contractors at the Work Site and with AGLSC
in their respective safety programs. Contractor shall furnish all reasonable
information concerning the safety of its operations as may be required by
AGLSC’s Designated Representative or the Government’s Representative, including
records of accidents to employees, radiation exposure hours of employees, and
time lost due to accidents. In the event that AGLSC or the Government’s
Representative discovers a condition or Work practice that it considers to be
unsafe, AGLSC or the Government’s Representative may suspend the Work in whole
or in part without cost until the unsafe condition or Work practice is made
safe.




Contractor’s
employee vehicles and its subcontractor vehicles and equipment shall be parked
in areas expressly approved by AGLSC’s Designated Representative or the
Government’s Representative.




Contractor’s
employees while working on Work Site locations shall be properly dressed in
accordance with OSHA standards at all times. Employees not properly dressed will
be refused entry to or will be subject to discharge from the Work
Site.




When
sanitary facilities are furnished by AGLSC, Contractor’s employees shall use
only those designated and approved by AGLSC’s Designated Representative or the
Government’s Representative.




SECTION
22.  INSURANCE




Contractor
shall provide and maintain in full force and effect at no additional cost to
AGLSC for the duration of the Agreement the following minimum, amounts of
insurance:




(a)
            Commercial
      general liability insurance with a minimum limit of $1,000,000 per
      occurrence for bodily injury and damage to property including contractual
      liability, premises/operations, products/completed operations, independent
      Subcontractors, broad form property damage, and personal injury coverage
      and a minimum aggregate amount of
$2,000,000.




13




(b)
              Automobile
      liability insurance with a minimum combined single limit of $1,000,000 per
      accident for bodily injury and damage to property, or covering bodily
      injuries or death in a sum not less than $500,000 per person and
      $1,000,000 per accident and covering damages to property in a sum of at
      least $250,000 per accident. This insurance shall apply to any auto,
      whether owned or non-owned.




(c)
              Workers’
      compensation insurance as specified by state law in each state where work
      is to be performed; when workers’ compensation is required, Contractor
      shall also provide employer’s liability insurance in the minimum amount of
      $1,000,000 each accident and $1,000,000 per employee for bodily injury by
      disease with a disease policy aggregate of $1,000,000, or employer’s
      liability insurance to meet these
limits.




(d)
              Umbrella Liability coverage in a minimum amount of
    $5,000,000.




(e)
              Errors
      and Omissions Liability (Professional Liability) in a minimum amount of
      $5,000,000 covering actual or alleged breach of duty, act, error,
      omission, misstatement, misleading statement or neglect in the rendering
      of or failure to render services under this Agreement.  (This
      coverage may be provided by the firm that performs the design services, if
      such design services are not performed by Contractor, provided that
      Contractor shall ensure that such subcontractor has this and all other
      required coverage under this
Agreement.)




Contractor’s
liability insurance policies shall contain a provision under which the insurer
waives any and all rights to subrogation it may have against AGLSC because of
any payment made under any such policy of insurance, with the exception of
Professional Liability. Contractor agrees that it shall add AGL Resources Inc.,
its subsidiaries, affiliated companies, their officers, directors and employees
to Contractor’s insurance policies other than Professional Liability and
Workers’ Compensation as an additional insured. CERTIFICATES OF INSURANCE SHOULD
STATE “AGL RESOURCES INC. AND ITS SUBSIDIARIES, AFFILIATED COMPANIES, THEIR
OFFICERS, DIRECTORS AND EMPLOYEES ARE NAMED AS ADDITIONAL INSURED IN ACCORDANCE
WITH AGREEMENT TERMS.” Said certificates shall further provide that no such
insurance may be canceled prior to thirty (30) calendar days prior to written
notice of cancellation having first been delivered to AGLSC by the insurance
companies which have issued the insurance. Contractor shall require its
insurance carrier or agent to certify that this requirement has been satisfied
on all insurance certificates issued under this Agreement.




Before
any Work is initiated and before any invoices are paid for Work performed under
this Agreement, Contractor shall provide written proof of compliance with the
above insurance requirements by delivering to:




14




AGL
Services Company


10
Peachtree Place, N.E.


Attention: Risk
Management


Atlanta,
Georgia 30309-4497





a copy of
certificate of insurance completed by his insurance carrier or agent certifying
that minimum insurance coverages as required above are in effect and that the
coverage will not be canceled until thirty (30) days after written notice is
given AGLSC. Contractor shall maintain, update, and renew the certificate for
the duration of the Agreement. No payment will be made to Contractor prior to
receipt by AGLSC of such a certificate of insurance. In the event such a
certificate of insurance becomes outdated, AGLSC may request in writing an
updated certificate and if Contractor does not deliver an updated certificate
within thirty (30) days after receipt of such request, AGLSC may elect to
withhold payment of invoices, suspend Work or take other appropriate action
until a certificate is received by AGLSC. All of the aforesaid insurance shall
be written by insurance companies which are (a) licensed and authorized to do
business in the State of Georgia; and (b) rated by A. M. Best Company with a
rating of A– or better.  All liability insurance policies will be
written on an occurrence basis.




SECTION
23.  INDEMNITY




To the maximum extent permitted by
applicable law, except to the extent caused by the negligence or willful
misconduct of AGLSC, its affiliates, parent entity, subsidiaries, or their
respective officers, employees, agents or independent contractors, Contractor
shall indemnify and defend AGLSC, its affiliates, parent entity, subsidiaries,
officers, employees, agents, and shareholders from and against all liability,
loss, costs, claims, damages, expenses, judgments, fines, penalties, and awards,
whether or not covered by insurance, arising out of:




(a)
            wholly
      or in part from acts or omissions of, or as a result of Work done or
      omitted from being done, or as a result of the negligence, misconduct or
      breach of this Agreement by Contractor, its subcontractors or assignees
      and their agents or employees, including without limitation claims
      for:




(1)
            injury
      to (including mental or emotional) or death of any person, including
      employees of AGLSC or its subcontractor,
or




(2)
            damage
      to or destruction of any property, real or personal, including without
      limitation property of AGLSC and its other contractors, AGLSC’s employees,
      and fellow employees;




(b)
            injuries
      sustained and/or occupational diseases contracted by Contractor’s, its
      subcontractor’s, or assignee’s employees, if any, of such a nature and
      arising under such circumstances as to create liability by AGLSC or
      Contractor under the Workers’ Compensation Act, and all amendments
      thereto, of the state having jurisdiction, including all claims and causes
      of action of any character against AGLSC by any employee of Contractor,
      its subcontractors or assignees, or the employer of such employees, or any
      person or concern claiming by, under or through them resulting from or in
      any manner growing out of such injuries or occupational
      diseases;




15




(c)
            demands,
      actions or disputes asserted by any subcontractors, employees or suppliers
      of Contractor; and




(d)
            any
      defect or inaccuracy in information provided by Contractor in support of
      the prices contained in this Agreement or any modification to this
      Agreement, or any documentation or certification provided by Contractor
      for any claim brought under the Disputes provision of the
      Agreement.




Contractor
further agrees, to the maximum extent permitted by applicable law, that
Contractor shall indemnify and defend AGLSC, its affiliates, parent entity,
subsidiaries, officers, employees, agents, and shareholders from and against all
liability, loss, costs, claims, damages, expenses, judgments, fines, penalties,
and awards, whether or not covered by insurance, arising out of:




(a)
            delay
      in Contractor’s completion of any Work caused by or arising out of the
      litigation pending in the Superior Court of Fulton County, Georgia styled
      Jacoby Energy
      Dev. Inc.et
      al.v.
      Ellis, Superior Court of Fulton County, Civil Action File No.
      2008CV154224 and/or Elliset
      al.v.
      Jacobyet
      al., Superior Court of Fulton County, Civil Action File No.
      2008CV154821 or any other litigation between Jacoby Energy Development
      Inc., Jacoby, Ellis and/or Contractor involving the same or similar
      claims, allegations or factual background (the “Litigation”);
      and




(b)
            claims
      brought in the Litigation alleging that AGLSC unlawfully or wrongfully
      entered into this Agreement.




Indemnification shall
include all costs including attorneys’ fees and expenses reasonably incurred in
pursuing indemnity claims under or enforcement of this Agreement.




Additionally, Contractor shall
reimburse AGLSC and its parent entity for their reasonable, actual out-of-pocket
costs and expenses incurred in responding to any discovery or subpoenas to
appear at trial propounded by Contractor or its parent entity in connection with
the Litigation.




SECTION
24.  ACCESS TO
RECORDS




AGLSC or
its designees shall be afforded reasonable access during the term of this
Agreement to all of Contractor’s accounting records related to the performance
of this Agreement for the purpose of verifying compliance with the terms of this
Agreement. Contractor shall require all subcontractors, if any, to comply with
the provisions of this paragraph by insertion of the requirements hereof in a
written agreement between Contractor and any subcontractor. AGLSC or its
authorized representative shall have reasonable access during regular business
hours and upon at least 10 business day’s prior written notice to Contractor to
Contractor’s facilities in order to conduct audits in compliance with this
paragraph.




16




SECTION
25.  CODE OF
ETHICS




While
performing its obligations pursuant to this Agreement, Contractor, its
subcontractors and agents shall:




a)
            not
      engage in any business or activity which interferes with or is in conflict
      with Contractor’s obligations pursuant to this Agreement, including
      without limitation providing services under a competing Areawide Contract
      or BOA at the same Government installation or
  facility;




b)
            comply
      with the highest professional standards of practice and
      ethics;




c)
            not
      engage in any conduct that is incompetent, dishonest or
      fraudulent;




d)
            comply with AGL Resources’ Code
      of Business Conduct. Contractor acknowledges that it hasreceived a copy of the AGL
      Resources' Code of Business Conduct and that if it has anyquestions regarding the AGL Resources’ Code of Business Conduct it
      will contact the AGL Resources’ Executive Director of Corporate Compliance
      at 404-584-3408. AGL Resources’ Code of Business Conduct is also available
      at www.aglresources.com.




SECTION
26.  LAWS AND PROJECT
RULES




A.
            General




Contractor
and its subcontractors, if any, shall observe and abide by all applicable laws,
federal, state and local, and the rules and regulations of any lawful regulatory
body acting thereunder in connection with the Work and any other clauses or
provisions incorporated by reference, including the FAR. Without limiting the
foregoing, Contractor agrees to comply with applicable provisions of the
Americans with Disabilities Act, Fair Labor Standards Act of 1938, the
Occupational Safety and Health Act of 1970, Executive Order No. 11246, the
Rehabilitation Act of 1973, the Vietnam Veterans Readjustment Act of 1974, as
amended, and their respective implementing regulations, which are made a part
hereof as if set out herein.




Contractor
shall indemnify and hold AGLSC harmless with respect to any claims, expenses
(including attorney’s fees), liability or damages arising out of Contractor’s
failure to comply with any applicable laws, rules, or regulations.




B.
            Taxes and
      Contributions




Contractor
assumes exclusive liability for all contributions, taxes or payments required to
be made under the applicable federal and state Unemployment Compensation Act,
Social Security Acts and all amendments, and by all other current or future
acts, federal or state, requiring payment by Contractor on account of the person
hired, employed or paid by Contractor for Work performed under this
Agreement.




17




C.
            Drawings and
      Specifications




It is the
intent of AGLSC to have all drawings and specifications for the Work comply with
all applicable statutes, regulations, and ordinances. If Contractor discovers
any discrepancy or conflict between the drawings and specifications and
applicable legal requirements, Contractor shall immediately report the
discrepancy in writing to the Government’s Representative and to
AGLSC.




D.
            Contractor’s License
      Requirements




Contractor
shall comply with the applicable requirements of the governing state to regulate
the practice of general, mechanical, and electrical contracting.




E.
            Environmental
      Provisions




1.
            Compliance with
      Environmental Laws




a)
            In
      performing its obligations and other activities pursuant to this
      Agreement, Contractor shall comply with all applicable Environmental
      Laws.




b)
            Asbestos-containing
      materials (ACM) and/or lead-based paint (LBP) may be encountered during
      performance of the Work. If performance of the Work does not require
      disturbing such materials, the Work shall proceed as set forth herein. If
      suspect ACM and/or LBP is encountered, the Contractor will make the
      determination whether such materials require special handling under
      applicable Environmental Laws or acceptable industry standards and
      practices. Results of such determinations will be provided to AGLSC and
      the Government’s Representative. If the results of those determinations
      indicate that special handling is necessary or appropriate for such
      materials, Contractor will do no work in any such areas until Contractor
      can perform all necessary or appropriate abatement activities. Any such
      abatement will be considered a change order and will be negotiated
      separately as a modification to this
Contract.




c)
            Contractor
      may seek from the Government’s Representative, through AGLSC, any records
      and other information which the AGLSC Designated Representative or the
      Government’s Representative deems relevant to Contractor’s compliance with
      Environmental Laws. AGLSC does not warrant the accuracy or completeness of
      such records and information, and Contractor shall determine independently
      how to conform its activities to the requirements of Environmental
      Laws.




2.
            Hazardous
      Substances




a)
            For
      purposes only of this Subsection (2), “AGLSC Property” means property
      AGLSC owns, leases, operates, and/or is under the control of AGLSC or
      Contractor, including Government properties, during the performance of
      Work, wherever located, including land, buildings, structures,
      installation, boats, planes, helicopters and other
    vehicles.




18




b)
            Prior
      to bringing any Hazardous Substance onto AGLSC Property, Contractor shall
      deliver to the AGLSC Designated Representative: (1) notice of the
      Hazardous Substance’s identity and intended use, (2) notice of the length
      of time the Hazardous Substance will be used on AGLSC Property and (3) a
      description of any wastes that will be generated as a result of using the
      Hazardous Substance.




c)
            Prior
      to bringing onto AGLSC Property any Hazardous Substance, Contractor shall
      deliver to AGLSC a description of the potential for AGLSC employee
      exposure to the such substance, the substance’s brand name (including
      generic name and chemical abstract number [CAS#]), container volume or
      weight, number of containers, container pressure and temperature, physical
      state, storage location, estimated annual usage, manufacturer and material
      safety data sheet.




d)
            Contractor
      shall be solely responsible for the proper management, transportation, and
      disposal of any Hazardous Waste which Contractor generates on AGLSC
      Property.




e)
            Upon
      completion of the Work, Contractor shall remove all of Contractor’s unused
      chemicals from AGLSC Property.




3.
            Releases




a)
            Contractor
      shall not Release any Hazardous Substance on AGLSC Property, or on any
      roadways leading to or from AGLSC
Property.




b)
            In
      the event Contractor Releases any Hazardous Substance on AGLSC Property,
      Contractor immediately shall notify AGLSC’s Designated Representative
      and/or the Government’s Representative and remediate the Release pursuant
      to all applicable Environmental Laws and to AGLSC’s or the Government’s
      direction and reasonable satisfaction. AGLSC’s and the Government’s costs
      in supervising, directing, inspecting and/or assisting Contractor to
      respond to the Release shall be subject to Indemnification under
      Subsection (4) hereof.




c)
            If
      following a Release Contractor fails to comply with the terms of
      Subsection (3)(b), AGLSC or the Government may in its discretion remediate
      the Release and otherwise perform Contractor’s obligations. AGLSC’s and
      the Government’s costs in performing Contractor’s remedial activities
      shall be subject to Indemnification under Subsection (4)
      hereof.




4.
            Handling and Disposal
      of Hazardous Substances




a)
            Notwithstanding
      the provisions Section 26. E. of this Agreement and FAR, Part 52, Subparts
      52.236-2 “Differing Site Conditions” and 52.236-3 “Site Investigations and
      Conditions Affecting Work”, AGLSC understands and agrees that, except for
      Contractor’s obligations regarding ACM and LBP, as set forth above, (i)
      Contractor has not inspected, and will not inspect, the Project Site in
      connection with a proposed ECM for the purpose of detecting the presence
      of pre-existing Hazardous Substances that relate to an ECM or any Project
      Site, and (ii) AGLSC or the Government shall retain sole responsibility
      for the proper identification, removal, transport and disposal of any
      fixtures, components thereof, or other equipment or substances
      incidentally containing pre-existing Hazardous Substances, except as
      specifically agreed to by Contractor pursuant to paragraphs c) and d)
      (below).




19




b)
            If
      Contractor, during performance of the Work under a Delivery Order or Work
      Release Letter executed pursuant to this Agreement, has reason to believe
      that it has encountered or detected the presence of pre-existing Hazardous
      Substances, Contractor shall stop Work and shall notify AGLSC and/or the
      Government. Except for Contractor’s obligations regarding determinations
      for ACM or LBP, as set forth above, AGLSC or the Government will evaluate
      the site conditions and notify the Contractor of the results of this
      evaluation. Contractor shall not be required to recommence Work until this
      situation has been resolved. Any delay resulting therefrom shall be
      grounds to request an increase in the WRL or DO Cost to the extent that
      such delay increases ECM Costs.




c)
            ACM
      and LBP. As set forth above, in connection with the implementation of any
      ECM, Contractor is expected to properly assess and, subject to appropriate
      change orders, abate pre-existing ACM and LBP as necessary or appropriate
      incidental to implementation of an
ECM.




d)
            In
      the event Contractor conducts any abatement of ACM or LBP within the scope
      of Work for an ECM implemented as described above, the hazardous waste
      manifests or other shipping papers shall identify the Government as the
      sole generator of the Hazardous Substances unless the parties otherwise
      agree or the Government requires the Contractor to be identified as the
      generator, or unless the Contractor must be identified as the generator
      under applicable Environmental
Laws.




e)
            Refrigerants,
      Fluorescent Tubes and Ballasts. To the extent provided for in a WRL or DO
      executed pursuant to this Agreement in connection with the implementation
      of any ECM, Contractor shall remove and/or dispose of all ozone depleting
      refrigerants, fluorescent tubes and fluorescent magnetic core and coil
      ballasts incidental to an ECM to the Hazardous Materials (HAZMAT) Disposal
      site on the Government installation. If there is no HAZMAT on the
      Government installation, the above Hazardous Materials will be disposed in
      accordance with all applicable Environmental Laws, provided however, that
      the hazardous waste manifests or other shipping papers shall identify the
      Government as the sole generator of the Hazardous
    Materials.




g)
            Indemnification.  Contractor
      shall Indemnify AGLSC against all Claims.  The terms “Indemnify”
      and “Claims” in the preceding sentence shall have the meanings set forth
      in subsection 26.E.6 below.




20




5.
            Environmental
      Audits




a)
            AGLSC
      and/or the Government shall have the right to conduct an on-site
      environmental review of any of Contractor’s or its subcontractor’s or
      supplier’s facilities at any time to verify compliance with Environmental
      Laws. Contractor shall ensure that AGLSC shall have the right to conduct
      on-site environmental audits of any subcontractor’s facilities to verify
      compliance with all Environmental
Laws.




6.
            Definitions




a)
            ACM
      or Asbestos-Containing Material means (a) friable asbestos material, (b)
      Category I nonfriable ACM (as defined in 40 C.F.R. SS 61 (Subpart M)) that
      has become friable, (c) Category I nonfriable ACM that will be or has been
      subjected to sanding, grinding, cutting or abrading or (d) Category II
      nonfriable ACM (as defined in Subpart M) that has a high probability of
      becoming or has become crumbled, pulverized or reduced to powder by the
      forces expected to act on the material in the course of demolition or
      renovation operations.




b)
            Claim
      means any of the following to the extent arising out of the Work or caused
      by the acts or omissions of Contractor: (1) administrative, regulatory or
      judicial action or cause of action, suit, liability, judgment, penalty,
      damages, directive, order, claim relating in any way to any Environmental
      Law, the Management of any Hazardous Substance, the presence of any
      Hazardous Substance in the environment or any alleged injury or threat of
      injury to health, safety, property or the environment and (2) cost or
      expense (including, without limitation, any reasonable attorneys’,
      experts’ and consultants fees’ and expenses) which is or may be necessary,
      in AGLSC’s or the Government’s sole discretion, to comply with any
      Environmental Law, to respond to and defend against any action listed in
      clause (1), to protect the health or safety of any person or to permit or
      facilitate any lawful use of real
property.




c)
            AGLSC
      Property means any property, facility or equipment owned, leased and/or
      under the control of AGLSC or Contractor, including Government properties,
      during the performance of Work, wherever located, including land,
      buildings, structures, installation, boats, planes, helicopters and other
      vehicles.




d)
            Environmental
      Law means any federal, state or local law, statute, ordinance, judicial or
      administrative order or other public authority now in effect relating to
      the regulation or protection of human health, safety, occupational safety
      and health, the environment or natural resources. Without limiting the
      generality of the foregoing, the term Environmental Law shall include, but
      not be limited to, the Comprehensive Environmental Response, Compensation
      and Liability Act of 1980, as amended by the Superfund Amendments and
      Reauthorization Act of 1986, 42 U.S.C. § 9601 et seq. (“CERCLA”); the
      Solid Waste Disposal Act, as amended by the Resource Conservation and
      Recovery Act of 1976, 42 U.S.C. § 6901, et seq. (“RCRA”); the Toxic
      Substances Control Act, 15 U.S.C. § 2601, et seq.; the Federal Water
      Pollution Control Act, 33 U.S.C. § 1251, et seq. (“FWPCA”); the Hazardous
      Materials Transportation Act, 49 U.S.C. § 5101; the Safe Drinking Water
      Act, 42 U.S.C. § 300f, et seq.; the Occupational Safety and Health Act, 29
      U.S.C. § 651, et seq.; the Emergency Planning and Community Right to Know
      Act of 1986, 42 U.S.C. § 11001, et seq. (“EPCRA”); the Atomic Energy Act,
      42 U.S.C. § 2014, et seq.; the Endangered Species Act, 16 U.S.C. § 1531,
      et seq. (“ESA”); the Marine Mammal Protection Act of 1972, 16 U.S.C. §
      1361, et seq.; the Federal Insecticide, Fungicide, and Rodenticide Act, 7
      U.S.C. § 136, et seq. (“FIFRA”); the Clean Air Act, 42 U.S.C. § 7401, et
      seq.; and their state analogs, state counterparts, and other state laws,
      regulations, and statutes relating to protection of human health and the
      environment.




21




e)
            Indemnify,
      with respect to any Claim, means (1) to indemnify, save and hold harmless,
      reimburse and make whole on an after-tax basis, the designated indemnitee
      and its affiliates and their respective officers, directors, employees,
      partners and agents from any Claim imposed on or incurred by the
      indemnitee, or asserted by any third party against the indemnitee; (2) to
      defend any suit or other action brought against the indemnitee on account
      of any Claim and (3) to pay any judgment against, and satisfy any
      equitable or other requirement legally imposed on, the indemnitee
      resulting from any such suit or action, along with all costs and expenses
      relative to any such Claim, including, without limitation, reasonable
      attorney’s, consultant’s and expert witness
  fees.




f)
            Manage
      or Management, with respect to any substance or material, means the
      manufacture, processing, distribution, use, possession, generation,
      transportation, labeling, identification, handling, removal, treatment,
      storage, disposal, Release or threatened Release
  thereof.




g)
            Project
      Site shall mean the site(s) on which the Work shall be
      performed.




g)
            Hazardous
      Substance means any chemical, material, substance or waste including but
      not limited to ACM and LBP the exposure to, access to or Management of
      which is now or hereafter prohibited, limited or regulated by any
      Environmental Law. Notwithstanding the foregoing, the term Hazardous
      Substance does not include small quantities of materials, such as
      janitorial supplies, paints, lubricants, and the like, provided such
      materials are used in strict compliance with Environmental Laws in the
      ordinary course by Contractor in conducting the
  Work.




h)
            Release(s),
      with respect to any substance or material, means any spilling, leaking,
      pumping, emitting, emptying, discharging, injecting, escaping, leaching,
      dumping or disposing of such substance into the environment, or any other
      act or event the occurrence of which would require containment,
      remediation, notification or similar response under any Environmental
      Law.




i)
            Hazardous
      Waste means any substance regulated as a hazardous waste under the
      Resource Conservation and Recovery Act, (42. U.S.C. § 6901 et seq.) or any
      other Environmental Law.




22




SECTION
27.  SEVERABILITY




If any
term or provision of this Agreement is held illegal or unenforceable by a court
with jurisdiction over the Agreement, all other terms in this Agreement will
remain in full force, the illegal or unenforceable provision shall be deemed
struck. In the event that the stricken provision materially affects the rights,
obligations or duties of either party, AGLSC and Contractor shall substitute a
provision by mutual agreement that preserves the original intent of the parties
as closely as possible under applicable law.




SECTION
28.  GOVERNING
LAW




This
Agreement shall be governed by the laws of the State of Georgia except that
provisions incorporating U.S. federal law or regulation shall be governed by
U.S. federal law.




SECTION
29.  CONFIDENTIALITY; USE OF
INFORMATION




(a)             Certain
information which the parties may exchange from time to time may be considered
by the party disclosing such information to be confidential and proprietary in
nature, including but not limited to: (i) any information or data, whether oral,
written, electronic or otherwise, relating in any way to the business of the
disclosing party; (ii) business plans or records of each party made available to
the other; (iii) any and all other information that the disclosing party
specifies as confidential and provides to the receiving party; and (iv) any
information that the receiving party knows or reasonably should know, given the
circumstances of disclosure and the nature of the information, should be treated
as confidential and proprietary in nature (“Confidential Information”). Failure
to mark any of the Confidential Information as such shall not affect its status
as Confidential Information under this Agreement. Each party agrees that the
Confidential Information of the other party will be used by it solely and
exclusively for the purpose of carrying out its obligations under this
Agreement. Each party agrees not to reveal, divulge or disclose any Confidential
Information of the other party, and acknowledges that the disclosure or
unauthorized use of such Confidential Information will injure the other party.
The parties agree to treat any and all Confidential Information that may be
exchanged with the same degree of care with which each treats its own similar
information, but in no event less than reasonable care.




(b)             The
obligations of confidentiality will not apply to any Confidential Information
that is (i) publicly available or becomes so in the future without restriction,
(ii) rightfully received by either party from a third party and not accompanied
by confidentiality obligations, (iii) already in the receiving party’s
possession and lawfully received from sources other than the disclosing party,
(iv) independently developed by the receiving party, or (v) approved in writing
for release or disclosure without restriction by the disclosing
party.




(c)             The
terms of this Paragraph 29 will not preclude the disclosure of Confidential
Information by either party if such disclosure is (i) in response to a valid
order of a court or other governmental body of the United States or any
political subdivision thereof, provided that the party required to disclose the
Confidential Information provides the original disclosing party with prior
notice of such order as a requirement and an opportunity to respond to such a
court order as soon as is reasonably practical, (ii) otherwise required by law
or (iii) necessary to establish rights under this Agreement, provided however,
that the parties will limit the disclosure to the extent required for such
purposes and that such disclosure shall only be made pursuant to a protective
order or by mutual written agreement of the parties.




23




(d)             The
obligations with regard to this Confidential Information will remain in effect
for so long as Contractor is engaged by AGLSC and for a period of two years
thereafter, or, with respect to trade secrets, for the maximum extent permitted
by law, whichever is longer.




(e)             The
parties acknowledge that breach of the provisions of this Paragraph 29 would
result in irreparable injury and permanent damage to the other, that damages
would be difficult to ascertain in the event of a breach of this Paragraph 29
and that money damages alone would be an inadequate remedy for the injuries and
damages which would be suffered from a breach of this Paragraph 29. The parties
therefore agree that, in the event of a breach of this Paragraph 29, the
non-breaching party, without limiting any of the remedies or rights, which it
may have at law or in equity or pursuant to this Agreement, shall have the right
to injunctive relief or other similar remedy to specifically enforce the
provisions hereof.




SECTION
30.  PUBLIC
COMMUNICATION




The
parties agree to cooperate with each other in maintaining good community
relations. AGLSC or Contractor may jointly issue public statements, press
releases, and similar publicity concerning the Work, its progress, completion,
and characteristics; provided, however that no party may issue any such public
statement, press release or publicity that includes the name of the other party
except with the prior consent of the named party.




SECTION
31.  NONWAIVER




Either
party’s failure to insist on performance of any of the terms and conditions
herein or to exercise any right or privilege or any party’s waiver of any breach
hereunder shall not thereafter waive any of such party’s rights or privileges
under this Agreement or at law. Any waiver of any specific breach shall be
effective only if given expressly by each party in writing.




SECTION
32.  MERGER
ASSIGNMENT




This
Agreement embodies the entire Agreement between AGLSC and Contractor. The
parties shall not be bound by or liable for any statement, writing,
representation, promise, inducement or understanding not set forth above. No
changes, modifications or amendments of any terms and conditions of this
Agreement are valid or binding unless agreed to by the parties in writing and
signed by their authorized agents.




This
Agreement may not be assigned or transferred by Contractor without the prior
written consent of AGLSC; provided, however, that, with
the prior written approval of AGLSC in its sole and absolute discretion,
Contractor may subcontract all or any part of the Work. Contractor will remain
liable for all responsibilities and obligations of Contractor under the terms of
this Agreement, even if some of such responsibilities and obligations are
performed by its subcontractors.Any
purported assignment in violation of the preceding sentence shall be
void.




24




The
parties execute this Agreement by their signature or the signature of their
authorized representatives.




SECTION
33.  DISPUTES




33.1           Disputes with the
Government.  Any dispute arising under or related to this
Agreement, a DO or WRL which relates to a matter that gives AGLSC recourse
against the Government, shall be resolved as follows unless the parties
otherwise agree in writing:




(a)           Contractor
shall give AGLSC a fully supported written document concerning any such dispute
within one year after the claim accrues, but in no event later than final
payment under this Agreement, or Contractor shall be barred from any remedy for
such claim.




(b)           AGLSC
shall forward such claim to the Government Contracting Officer for the Areawide
Contract or BOA (“Contracting Officer”) on Contractor’s behalf for final
decision, subject to the limitations and other conditions contained in this
provision.  AGLSC shall in good faith consult with Contractor
concerning the forwarding of such claim to the Contracting Officer.




(c)           Any
decision of the Contracting Officer under the Areawide Contract or BOA as it
relates to this Agreement, whether or not it results from a claim submitted on
Contractor’s behalf under the provision stated above, shall be final and binding
upon Contractor insofar as it relates to this Agreement; however, AGLSC shall
notify Contractor immediately, if it appears that Contractor is adversely
affected by any such decision of the Contracting Officer, and if AGLSC elects
not to appeal such decision pursuant to the “Disputes” clause of the Areawide
Contract or BOA.  If AGLSC thereafter receives, no less than twenty
(20) days before the expiration of the period of appeal under the “Disputes”
clause of the Areawide Contract or BOA, a written request by Contractor to
appeal such decision, and if AGLSC has the right of such appeal under the
Areawide Contract or BOA, AGLSC shall file an appeal from the decision on
Contractor’s behalf.




(d)           If
AGLSC appeals such a decision, whether at its election or at Contractor’s
request, any decision upon such appeal by the Board of Contract Appeals, the
United States Court of Federal Claims, or any other board or agency having
jurisdiction over the appeal shall be final and binding upon Contractor insofar
as it relates to this Agreement.  If Contractor timely (i.e., no less
than twenty (20) days before the expiration of the relevant period of appeal)
requests AGLSC to bring a further appeal to obtain judicial review of such
decision by a court of competent jurisdiction, AGLSC shall do so, subject to the
terms below.  A final judgment in any such further appeal, if binding
on AGLSC under the Areawide Contract or BOA, shall in turn be binding on
Contractor insofar as it relates to this Agreement.




(e)           In
any appeal brought by AGLSC on behalf of Contractor, or at Contractor’s request
under the above provisions, Contractor shall bear all costs and expenses
incurred by Contractor and AGLSC in prosecuting such appeal, including but not
limited to, any legal fees or costs incurred.  In any appeal taken or
brought by AGLSC, whether at its election or at Contractor’s request, Contractor
shall cooperate fully with AGLSC in its prosecution thereof in every reasonable
manner and Contractor shall be afforded reasonable opportunity to participate in
the prosecution thereof to the extent Contractor’s interest may be
affected.  To the extent requested by AGLSC, Contractor shall
prosecute for AGLSC any appeal taken or brought at Contractor’s request and, in
such event, AGLSC shall assist Contractor in every reasonable
manner.




25




(f)           If
AGLSC is required to certify any claim of Contractor, AGLSC shall not forward
such claim unless it is satisfied the claim is in good faith, and AGLSC can
certify such claim to the Contracting Officer to the extent and manner required
by the Contract Disputes Act.  Contractor agrees to provide AGLSC with
such information as AGLSC may deem necessary to make this determination,
including but not limited to, its own certification in the form prescribed by
the Contract Disputes Act or its implementing regulations.  Such
certification shall be executed by a person duly authorized to bind
Contractor.  Contractor agrees that, with respect to any claim or
dispute that arises under or relates to the Areawide Contract or BOA which, if
it were AGLSC’s claim, can properly be submitted for a decision of the
Government Contracting Officer under the “Disputes” clause, its right of claim
or appeal is limited to the procedures set forth in this provision.




(g)           If
AGLSC asserts a claim against Government involving Contractor, each party shall
bear its own costs for outside counsel and third-party consultants retained to
prosecute claims against Government and for any other litigation
costs.  Each party shall present its portion of the claim to
Government.




(h)           If
the Government contends that the Areawide Contract or BOA has been breached, or
otherwise asserts a claim or set-off against AGLSC, the party determined to be
responsible for the breach either by settlement or by the trier of fact shall be
responsible for all costs occasioned by the breach, including counsel and
litigation costs.  If the trier of fact fails to determine therelative
degrees of fault of AGLSC and Contractor in connection with any claim by
Government, then AGLSC and Contractor agree that the allocation of fault shall
be determined pursuant to Section 33.2 below.




(i)           Contractor’s
failure to comply with the terms of this provision shall entitle AGLSC to
terminate any such appeal on Contractor’s behalf.  The rights and
obligations described herein shall survive completion of and final payment under
this Disputes clause.




33.2           Disputes between the
parties.  Should any dispute arise under this Agreement, the
dispute shall be resolved as follows:




(a)           Whenever
disputes, disagreements or misunderstandings arise, the Parties shall attempt to
resolve the issue(s) involved by discussion and mutual agreement as soon as
practicable.




(b)           Failing
resolution by mutual agreement, the aggrieved Party shall document the dispute,
disagreement or misunderstanding by notifying the other Party in writing of the
relevant facts, identifying unresolved issues, and specifying the clarification
or remedy sought.  Within ten (10) working days after providing notice
to the other Party, the aggrieved Party may, in writing, request a joint
decision by senior executives of AGLSC and Contractor.  The other Party
shall submit a written position on the matter(s) in dispute within thirty (30)
calendar days after being notified that a decision has been
requested.  Thesenior executives
described above shall conduct a review of the matter(s) in dispute and render a
decision in writing within thirty (30) calendar days of receipt of such written
position.  Any such joint decision is final and binding.




26




(c)           In
the absence of a joint decision as described in Subparagraph 33.2(b) above, then
the Parties may utilize an alternative disputes resolution method mutually
agreed to by both Parties on a case by case basis.  If the Parties
cannot agree to an alternative disputes resolution method, then either Party may
pursue any remedy under the law.  In the event of any lawsuit in
connection with this Agreement, the Courts of the State of Georgia shall have
sole and exclusive jurisdiction.  Each Party hereby consents to
jurisdiction and venue in the State of Georgia.




3.3           Continuation of Performance
Pending Dispute. Unless provided to the contrary in the Agreement,
Contractor shall continue to perform the Work and AGLSC shall continue to
satisfy its payment obligations to Contractor, pending the final resolution of
any dispute or disagreement between AGLSC and Contractor.




SECTION
34.  FAR
CLAUSES




The DO/WRL shall be subject to any
legally required Federal Acquisition Regulations and Defense Federal Acquisition
Regulations (“FAR”).  References to “Contractor”, “Offeror” or “Prime
Contractor” in these clauses shall be deemed to refer to
Contractor.  References to “Contract” shall be deemed to refer to this
Agreement.  “Contracting Officer” and “Agency Contracting Officer”
shall be deemed to refer to the U.S. Government Contracting Officer for AGLSC’s
government Prime Contract.  “Commercial item” means a commercial item
as defined in FAR 2.101.  “Subcontract” means any contract placed by
Contractor lower tier subcontractors under this Agreement.  Any
references to a “Disputes” clause shall mean the Disputes clause of this
Agreement.  The clauses are posted at http://farsite.hill.af.mil. Because
the nature of Work may vary based on a particular DO or WRL, the Parties shall
ensure that the appropriate FAR clauses are incorporated into any DO/WRL entered
into pursuant to this Agreement.  Notwithstanding the foregoing, the
following FAR clauses shall apply to all DO’s or WRL’s entered into pursuant to
this Agreement, unless otherwise specifically provided therein:




NOTES




1.
            Substitute
      “PRIME CONTRACTOR” for “Government” or “United States” throughout this
      clause.




2.
            Substitute
      “PRIME CONTRACTOR Procurement Representative” for “Contracting Officer”,
      “Administrative Contracting Officer”, and “ACO” throughout this
      clause.




3.
            Insert
      “and PRIME CONTRACTOR” after “Government” throughout this
      clause.




4.
            Insert
      “or PRIME CONTRACTOR” after “Government throughout this
      clause.




5.
            Communication/notification
      required under this clause from/to the Contractor to/from the Contracting
      Officer shall be through PRIME
CONTRACTOR.




6.
            Insert
      “and PRIME CONTRACTOR” after “Contracting Officer”, throughout the
      clause.




7.
            Insert
      “or PRIME CONTRACTOR PROCUREMENT REPRESENTATIVE” after “Contracting
      Officer” throughout the clause.




FAR
                              CLAUSE
                            CLAUSE NAME52.202-1
                            Definitions
      - Alternate I (JUL 2004))52.2-3-2
                              52.203-3
                            Certification
      of Independent Price Determination (APR 1985)
                              Gratuities
      (APR
1984)




27





FAR
                        CLAUSE
                      CLAUSE
      NAME52-203-5
                      Covenant
      Against Contingent Fees (APR 1984)52.203-6
                      Restrictions
      on Subcontractor Sales to the Government (Alt 1) (SEP
  2006)52.203-7
                      Anti-Kickback
      Procedures (JUL 1995)52-203-8
                      Cancellation,
      Rescission, and Recovery of Funds for Illegal or Improper Activity (JAN
      1997)52-203-10
                      Price
      or Fee Adjustment for Illegal or Improper Activity (JAN
    1997)52.203-11
                      Certification
      and Disclosure Regarding Payments to Influence Certain Federal
      Transactions (SEP 2007)52.203-12
                      Limitation
      on Payments to Influence Certain Federal Transactions (JUN
      1997)52.203-13
                      Contractor
      Code of Business Ethics and Conduct (DEC 2007)52.203-14
                      Display
      of Hotline Poster (DEC 2007)52.204-2
                      Security
      Requirements (Alt II)(APR 1984)52.204-9
                      Personal
      Identity Verification of Contractor Personnel (SEP
2007)52.209-6
                      Protecting
      the Government’s Interest When Subcontracting With Contractors Debarred,
      Suspended, or Proposed for Debarment (SEP 2006)52.211-15
                      Defense
      Priority and Allocation Requirements (SEP 1990)52.215-2
                      Audit
      and Records—Negotiation (JUN 1999)52.215-8
                      Order
      of Precedence—Uniform Contract Format (OCT 1977)52.215-10
                      Price
      Reduction for Defective Cost or Pricing Data (OCT 1977)52.215-11
                      Price
      Reduction for Defective Cost or Pricing Data—Modifications
      (OCT 1997)52.215-12
                      Subcontractor
      Cost or Pricing Data (OCT 1997)52.215-13
                      Subcontractor
      Cost or Pricing Data—Modifications (OCT 1997)52.215-14
                      Integrity
      of United Prices (OCT 1997)52.215-15
                      Pension
      Adjustment and Asset Reversions (OCT 2004)52.215-16
                      Facilities
      Capital Cost of Money (JUNE 2003)52.215-18
                      Reversion
      or Adjustment of Plans for Postretirement Benefits (PRB) Other Than
      Pensions (JUL 2005)52.215-19
                      Notification
      of Ownership Changes (OCT 1997)52.215-21
                      Requirements
      for Cost or Pricing Data or Information Other Than Cost or Pricing
      Data—Modifications (OCT 1997)52.219-8
                      Utilization
      of Small Business Concerns (MAY 2004)52.219-9
                      Utilization
      of Small Business Subcontracting Plan — Alt II (JAN
  2002)52.219-16
                      Liquidated
      Damages - Subcontracting Plan (JAN 1999)52.222-1
                      Notice
      to the Government of Labor Disputes (FEB 1997)52.222-4
                      Contract
      Work Hours and Safety Standards Act - Overtime Compensation (SEP
      2000)52.222-21
                      Prohibition
      of Segregated Facilities (FEB 1999)52.222-22
                      Previous
      Contracts and Compliance Reports (FEB 1999)52.222-23
                      Notice
      of Requirement for Affirmative Action to Ensure Equal Employment
      Opportunity for Construction (FEB 1999)52.222-26
                      Equal
      Opportunity (MAR 2007)52.222-35
                      Affirmative
      Action for Disabled Veterans and Veterans of the Vietnam Era (DEC
      2001)




28




FAR
                          CLAUSE
                        CLAUSE
      NAME52.222-36
                        Affirmative
      Action for Workers with Disabilities (JUN 1998)52.222-37
                        Employment
      Reports on Special Disabled Veterans and Veterans of the Vietnam Era (APR
      1998)52.222-38
                        Compliance
      with Veterans’ Employment Reporting Requirements (DEC
  2001)52.222-39
                        Notification
      of Employee Rights Concerning Payment of Union Dues or Fees (DEC
      2004)52.222-50
                        Combating
      Trafficking in Persons (AUG 2007)52.223-2
                        Clean
      Air and Water (APR 1984)52.223-3
                        Hazardous
      Material Identification and Material Safety Data (JAN
  1997)52.223-5
                        Pollution
      Prevention and Right-to-Know Information (AUG 2003)52.223-6
                        Drug
      Free Workplace (MAY 2001)52.223-10
                        Waste
      Reduction Program (OCT 1997)52.223-12
                        Refrigeration
      Equipment and Air Conditioners (MAY 1995)52.223-14
                        Toxic
      Chemical Release Reporting (AUG 2003)52.225-13
                        Restrictions
      on Certain Foreign Purchases (FEB 2006)52.226-5
                        Restrictions
      on Subcontracting Outside Disaster or Emergency Area (NOV
      2007)52.227-1
                        Authorization
      and Consent (JUL 1995)52.227-2
                        Notice
      and Assistance Regarding Patent and Copyright Infringement (AUG
      1996)52.228-2
                        Additional
      Bond Security (OCT 1997)52.229-10
                        State
      of New Mexico Gross Receipts and Compensating Tax (APR
    2003)52.232-17
                        Interest
      (JUN 1996)52.232-23
                        Assignment
      of Claims (ALT I) (APR 1984)52.232-27
                        Prompt
      Payment for Construction Contracts (paragraphs C and D) (JUN
      1994)52.233-1
                        Disputes
      (DEC 1998)52.242-13
                        Bankruptcy
      (JUL 1995)52.243-1
                        Changes
      (Fixed Price) (AUG 1987); Alt 1 (APR 1984); Alt II (APR 1984);(Alt III
      (APR 1984)52.245-1
                        Government
      Property (JUNE 2007)52.245-4
                        Government
      Furnished Property Short Form (JUN 2003)52.245-19
                        Government
      Property Furnished “As Is” (APR 1984)52.252-2
                        Clauses
      Incorporated by Reference (JUN
1988)





DFARS
                            CLAUSE
                          CLAUSE NAME252.204-7000
                          Disclosure
      of Information (DEC 1991)252.209-7004
                          Subcontracting
      with Firms that are Owned or Controlled by the Government of a Terrorist
      Country (MAR 1998)252.211-7000
                          Acquisition
      Streamlining (DEC 1991)252.215-7000
                          Pricing
      Adjustments (DEC 1991)252.219-7003
                          Small,
      Small Disadvantaged and Women-Owned Small Business Subcontracting Plan
      (DoD Contracts) (APR 1996)252.219-7005
                          Incentive
      for Subcontracting With Small Businesses, Small Disadvantaged Businesses,
      Historically Black Colleges and Universities, and Minority Institutions
      (NOV
1995)




29




FAR
                              CLAUSE
                            CLAUSE NAME252.223-7001
                            Hazard
      Warning Labels (DEC 1991)252.223-7004
                            Drug-Free
      Work Force (SEP 1988)252.223-7006
                            Prohibition
      on Storage and Disposal of Toxic and Hazardous Materials
      (APR 1993)252.225-7012
                            Preference
      for Certain Domestic Commodities (JUN 2004)252.227-7022
                            Government
      Rights (Unlimited) (MAR 1979)252.227-7023
                            Drawing
      and Other Data to become Property of Government (MAR
  1979)252-227-7024
                            Notice
      and Approval of Restricted Designs (APR 1984)252.236-7000
                            Modification
      Proposals-Price Breakdown (DEC 1991)252.236-7001
                            Contract
      Drawings and Specifications (AUG 2000)252.243-7001
                              252.243-7002
                            Pricing
      of Contract Modifications (DEC 1991)
                              Requests
      for Equitable Adjustment (MAR 1998)252.244-7000
                            Subcontracts
      for Commercial Items and Commercial Components (DoD Contracts) (NOV
      2005)252.247-7022
                            Representation
      of Extent of Transportation of Supplies by Sea (AUG
  1992)252.247-7023
                            Transportation
      of Supplies by Sea (MAR 2002)252.247-7024
                            Notification
      of Transportation of Supplies by Sea  (MAR
  2000)5252.236-9304
                            Utilities
      for Construction and Testing (JUN 1994)
                              “The
      Contractor shall be responsible for obtaining, either from available
      Government sources or local utility companies, all utilities required for
      construction and testing.  The Contractor shall provide these
      utilities its expense, paid for at the current utility rate delivered to
      the job site.  The Contractor shall provide and maintain all
      temporary utility connections and distribution lines, and all meters
      required to measure the amount of each utility
  used.”




Contractor
shall additionally be able to comply with the following FAR clauses, as they may
be amended from time to time - some or all of which may be incorporated into a
DO/WRL.




30




FAR
                            CLAUSE
                          CLAUSE
      NAME52.204-4
                          Printing/Copying
      Double-Sided on Recycled Paper (JUN 1996)52.211-10
                          Commencement,
      Prosecution, and  Completion of Work (APR 1984); Alt 1 (APR
      1984)52.211-12
                          Liquidated
      Damages - Construction (APR 1984)52.211-5
                          Material
      Requirements (OCT 1997)52.212-5
                          Contract
      Terms and Conditions Required to Implement Statutes or Executive Orders -
      Commercial Items (DEC 2007)52.222-3
                          Convict
      Labor (AUG 1996)52.222-6
                          Davis
      Bacon Act (JUL 2005)52.222-7
                          Withholding
      of Funds (FEB 1988)52.222-8
                          Payrolls
      and Basic Records (FEB 1988)52.222-9
                          Apprentices
      and Trainees (FEB 1988)52.222-10
                          Compliance
      With Copeland Act Requirements (FEB 1988)52.222-11
                          Subcontracts
      Labor Standards (JUL 2005)52.222-12
                          Contract
      Termination—Debarment (FEB 1988)52.222-13
                          Compliance
      with Davis-Bacon and Related Act Regulations (FEB 1988)52.222-14
                          Disputes
      Concerning Labor Standards (FEB 1988)52.222-15
                          Certification
      of Eligibility (FEB 1988)52.222-27
                          Affirmative
      Action Compliance Requirements for Construction (FEB
  1999))52.222-43
                          Fair
      Labor Standards Act and Service Contract Act-Price Adjustment (Multiple
      Year and Option Contracts) (NOV 2006)52.225-9
                          Buy
      American Act—Construction Materials (JAN 2005)52.225-10
                          Notice
      of Buy American Act Requirement - Construction Material (MAY
      2002)52.225-11
                          Buy
      American Act - Construction Materials Under Trade Agreements (AUG
      2007)52.225-15
                          Buy
      American Act—Construction Materials Under Trade Agreements Act and North
      American Free Trade Agreement (JUN 1988)52.226-1
                          Utilization
      of Indian Organizations and Indian-Owned Economic Enterprises
      (SEP 1996)52.227-4
                          Patent
      Indemnity—Construction Contracts (APR 1984)]52.228-1
                          Bid
      Guarantee (SEP 1996)52.228-5
                          Insurance
      - Work on A Government Installation (JAN 1997)52.228-11
                          Pledges
      of Assets (FEB 1992)52.228-12
                          Prospective
      Subcontractor Requests for Bonds (OCT 1995)52.228-14
                          Irrevocable
      Letter of credit (OCT 1997)52.228-15
                          Performance
      and Payment Bonds—Construction (NOV 2006)52.229-4
                          Federal,
      State, and Local Taxes (Non-competitive Contract) (JAN
    1991)52.232-5
                          Payments
      Under Fixed-Price Construction Contracts (MAY
  1997)





52.232-33
                Payment
      by Electronic Funds Transfer - Central Contractor
    Registration52.233-2
                Service
      of Protest (SEP 2006)




31




FAR
                      CLAUSE
                    CLAUSE
      NAME52.233-3
                    Protest
      After Award (AUG 1996)52.236-2
                    Differing
      Site Conditions (APR 1984)52.236-3
                    Site
      Investigation and Conditions Affecting the Work (APR
  1984)52.236-5
                    Material
      and Workmanship (APR 1984)52.236-6
                    Superintendence
      by the Contractor (APR 1984)52.236-7
                    Permits
      and Responsibilities (NOV 1991)52.236-8
                    Other
      Contracts (APR 1984)52.236-9
                    Protection
      of Existing Vegetation, Structures, Equipment, Utilities, and Improvements
      (APR 1984)52.236-10
                    Operations
      and Storage Areas (APR 1984)52.236-11
                    Use
      and Possession Prior to Completion (APR 1984)52.236-12
                    Cleaning
      Up (APR 1984)52.236-13
                    Accident
      Prevention (NOV 1991); and Alt 1 (NOV 1991)52.236-14
                    Availability
      and Use of Utility Services (APR 1984)52.236-15
                    Schedules
      for Construction Contracts (APR 1984)52.236-16
                    Quantity
      Surveys (APR 1984)52.236-17
                    Layout
      of Work (APR 1984)52.236-21
                    Specifications
      and Drawings for Construction (FEB 1997)52.236-23
                    Responsibility
      of the Architect-Engineer Contractor (APR 1984)52.236-25
                    Requirements
      for Registration of Designers (JUNE 2003)52.236-26
                    Preconstruction
      Conference (FEB 1995)52.236-27
                    Site
      Visit (Construction)(FEB 1995)52.236-28
                    Preparation
      of Proposals — Construction (OCT 1997)52.237-1
                    Site
      Visit (APR 1984)52.237-2
                    Protection
      of Government Buildings, Equipment, and Vegetations (APR
    1984)52.242-14
                    Suspension
      of Work (APR 1984)52.242-15
                    Stop
      Work Order (AUG 1989)52.243-4
                    Changes
      (JAN 2007)52.244-5
                    Competition
      in Subcontracting (DEC 1996)52.244-6
                    Subcontracts
      for Commercial Items (MAR 2007)52.246-4
                      52.246-12
                    Inspection
      of Services - Fixed Price (AUG 1996)
                      Inspection
      of Construction (AUG 1996)52.246-20
                    Warranty
      of Services (MAY 2001)52.246-21
                    Warranty
      of Construction (MAR 1994)52.248-3
                    Value
      Engineering — Construction (SEP 2006))52.249-2
                      52.249-2
                    Termination
      for Convenience of the Government (Fixed Price) (May 2004)
                      Termination
      for Convenience of the Government (Fixed-Price)(ALT I) (MAY
      2004)52.249-8
                      52.249-10
                    Default
      (Fixed-Price Supply and Service)(APR 1984)
                      Default
      (Fixed-Price Construction) (APR 1984); and Alt II (APR
    1984)




32





DFARS
                    CLAUSE
                  CLAUSE
      NAME252.203-7001
                  Prohibition
      on Persons Convicted of Fraud or Other-Defense-Contract-Related Felonies
      (DEC 2004)252.203-7002
                  Display
      of DOD Hotline Poster (DEC 1991)252.204-7001
                  Commercial
      and Government Entity (CAGE) Code Reporting (AUG 1999)252.204-7003
                  Control
      of Government Personnel Work Product (APR 1992)252.204-7004
                  Alternate
      A, Central Contractor Registration (SEP 2007)252.209-7000
                  Acquisition
      from Subcontractors Subject to On-Site Inspection Under the Intermediate
      Range Nuclear Forces (INF) Treaty (NOV 1995)252.211-7001
                  Availability
      of Specifications and Standards Not Listed in the DODISS, Data Item
      Descriptions Not Listed in DOD 5010.12-L, and Plans, Drawings, and Other
      Pertinent Documents (DEC 1991)252.225-7014
                  Preference
      for Domestic Specialty Metals (FEB 1997)252.225-7030
                  Restriction
      on Acquisition of Carbon, Alloy, and Armor Steel Plate (DEC
      2006)252.227-7000
                  Non-estoppel
      (OCT 1996)252.236-7005
                  Airfield
      Safety Precautions (DEC 1991)252.227-7033
                  Rights
      in Shop Drawings (APR 1966)252-231-7000
                  Supplemental
      Cost Principles (DEC 1991)252.236-7000
                  Modification
      Proposals—Price Breakdown (DEC 1991)252.236-7001
                  Contract
      Drawings, Maps, and Specifications (AUG 2000)252.242-7000
                  Post-Award
      Conference (DEC
1991)





FAC
                    CLAUSE
                  CLAUSE
      NAME & DESCRIPTION5252.211-9300
                  Commercial
      Warranty (JUN 1994)
                    “The
      Contractor agrees that the supplies or services furnished under this
      contract shall be covered by the most favorable commercial warranties the
      Contractor gives to any customer for such supplies or services and that
      the rights and remedies provided herein are in addition to and do not
      limit any rights afforded to the Government by any other clause of this
      contract.”5252.228-9305
                  Notice
      of Bonding Requirements (JAN 1996)
                    “Within
      10 days after receipt of award, the bidder/offeror to whom the award is
      made shall furnish the following (bond(s) each with satisfactory
      security:
                    X  A Performance Bond
      (Standard Form 25).  The performance bond shall be in 3 penal
      sums equal to 100% of the contract price.
                    X  A Payment Bond
      (Standard Form 25A).  The payment bond shall be in a penal sum
      equal to (1)  50% of the contract price if the contract price is
      not more than $1 million; (2) 40% of the contract price if the contract
      price is more than $1 million, but not more than $5 million; or (3) $2.5
      million if the contract price is more than $5
  million.”




33




5252.236.9305
                  Availability
      of Utilities (JUN 1994)
                    “When
      available, the Government will furnish reasonable amounts of the following
      utilities for the work to be performed under this contract at no cost to
      the Contractor.  Information concerning the location of existing
      outlets may be secured from the OIC.  The Contractor shall
      provide and maintain, at its expense, the necessary service lines from
      existing Government outlets to the site of work.
                    Electric - Water - Compressed
      Air
                    Contractor Furnished
      Utilities.  In the event that the Government is unable to
      provide the required types of utilities, the Contractor shall, at its
      expense, arrange for the required utilities.
                    Contractor Energy
      Conservation.  The Contractor shall be directly
      responsible for instructing employees in utilities conservation
      practices.  The Contractor shall be responsible for operating
      under conditions which preclude the waste of utilities, which shall
      include:
                    a.  Lights shall be
      used only in areas where and at the time when work is actually being
      performed.
                    b.  Mechanical
      equipment controls for heating, ventilation, and air conditioning systems
      will not be adjusted by the workers.
                    c.  Water faucets or
      valves shall be turned off after the required usage has been
      accomplished.
                    Telephone
      Lines.  Telephone lines for the sole use of the
      Contractor will not be available.  Government telephones shall
      not be used for personal reasons.
                    Contractor
      Availability.  The Contractor shall maintain a telephone
      at which it or its representative may be reached 24 hours
      daily.  The telephone shall be listed in the Contractor’s
      name.  If the Contractor does not have a local telephone, it
      shall maintain a toll-free emergency telephone (or accept collect calls
      from authorized Government personnel), at which it or its representative
      may be reached at night, weekends, and holidays.  It is
      mandatory that the Contractor or its representative be available at a
      toll-free telephone 24 hours per day, seven days per week, including
      holidays.  Contractor shall notify the OIC in writing of the
      mailing address and telephone number within three days after award of this
      contract and immediately thereafter in the event of
    change.”





Representations
and Certifications.





By
executing this Agreement, CONTRACTOR represents and certifies:





a)
            that
      neither it, nor any of its principals, is presently debarred, suspended,
      proposed for debarment or otherwise declared ineligible for participating
      in any federal or state procurement action by any federal, state, or local
      government or agency;




__________ (Initial
Here)




b)
            that
      CONTRACTOR has not, within the last three years, been convicted of, or had
      a civil judgment rendered against it, for any of the
      following:




i)
            the
      commission of fraud or a criminal offense in connection with obtaining,
      attempting to obtain, or performing a federal, state or local government
      contract or Agreement;




34




ii)
            a
      violation of federal or state antitrust statutes relating to the
      submission or offers; or




iii)
            the
      commission of embezzlement, theft, forgery, bribery, falsification or
      destruction of records, making false statements, tax evasion, or receiving
      stolen property;




__________ (Initial
Here)




c)
            that
      CONTRACTOR has either not participated in a prior contract subject to FAR
      52.222-26, Equal Opportunity, or has filed all required compliance
      reports;




__________ (Initial
Here)




d)
            that
      no Federal appropriated funds have been paid or will be paid to any person
      for influencing or attempting to influence an officer or employee of any
      agency, a Member of Congress, an officer or employee of Congress, or an
      employee of a Member of Congress on his or her behalf in connection with
      the awarding of this contract;




__________ (Initial
Here)




e)
            that
      if any funds other than Federal appropriated funds (including profit or
      fee received under a covered Federal transaction) have been paid, or will
      be paid, to any person for influencing or attempting to influence an
      officer or employee of any agency, a Member of Congress, an officer or
      employee of Congress, or an employee of a Member of Congress on his or her
      behalf in connection with this solicitation, SUBCONTRACTOR shall complete
      and submit, with its offer, OMB Standard Form LLL, Disclosure of Lobbying
      Activities, to AGLSC; and




__________ (Initial
Here)




f)
            that
      CONTRACTOR has not made or solicited and will not make or solicit
      kickbacks in violation of FAR 52.203-7 or the Anti-Kickback Act of 1986
      (41 USC §§ 51-85); and




g)
              that
      CONTRACTOR has complied and will comply with all applicable Federal laws
      and regulations regarding ethics in public acquisitions and procurement
      and performance of contracts.




__________ (Initial
Here)




SECTION
35.  NOTICES




All
notices permitted or required under this Agreement will be in writing and will
be delivered by personal delivery, facsimile transmission, certified or
registered mail (return receipt requested), or electronic mail.  Such
notices will be deemed given upon personal delivery, upon the date of the
certification of written reply acknowledgment, upon acknowledgement of receipt
of facsimile transmission, or upon personal electronic reply acknowledging
receipt, whichever is applicable. Notices will be sent to the addresses set
forth on the first page of this Agreement or to such other address as either
party may specify in writing.




35




SECTION
36.  INDEPENDENT
CONTRACTOR




Contractor
will perform this Agreement solely as an independent contractor, and not as
AGLSC’s agent, partner, joint venturer, or employee.  Contractor has
no authority to make any statement, representation or commitment of any kind or
to take any action binding upon AGLSC, without AGLSC’s prior written
authorization.




SECTION
37.  SURVIVAL




Any and
all provisions, promises and warranties contained herein, which by their nature
or effect are required or intended to be observed, kept or performed after
termination of this Agreement, will survive the termination of this Agreement
and remain binding upon and for the benefit of the parties hereto.




REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK.




36




WHEREFORE,
the parties hereto have signed this Agreement.




GLOBAL
      ENERGY SYSTEMS, INC.
              
              AGL
      SERVICES COMPANYBY:
              /s/ David R. Ames
              
              BY:
              /s/ Jeff BrownDATE
              10/7/08
              
              DATE
              10/14/08





37





ANNEX
A




Contractor’s
Service Product List:




Contractor
shall provide the following Energy Conservation Measures (ECMs), where
applicable, which include one or more Energy conservation Projects (ECPs). ECPs
that substitute one energy type for another (e.g., natural gas in lieu of
electricity) will not be considered for implementation unless a net overall
energy or cost reduction can be demonstrated, based on current market energy
prices. Potential ECPs include, but are not limited to:




(a)
            Interior
      and exterior lighting replacement,


(b)
            Transformer
      replacement,


(c)
            Lighting
      control improvements,


(d)
            Motor
      replacement with high efficiency
motor,


(e)
            Construction
      of alternative generation or cogeneration
  facilities,


(f)
            Boiler
      control improvements,


(g)
            Packaged
      air conditioning unit replacement,


(h)
            Cooling
      tower retrofit,


(i)
            Economizer
      installation,


(j)
            Energy
      management control system (EMCS)
  replacement/alteration,


(k)
            Occupancy
      sensors,


(1)
            LED
      exit sign installation,


(m)
            Fans
      and pump replacement or impeller
trimming,


(n)
            Chiller
      retrofit,


(o)
            Upgrade
      of natural gas-fired boilers with new controls (low NOX
      burners),


(p)
            Solar
      domestic hot water system,


(q)
            Solar
      air preheating system,


(r)
            Steam
      trap maintenance and replacement,


(s)
            Insulation
      installation,


(t)
            Variable
      speed drive utilization,


(u)
            Weatherization,


(v)
            Window
      replacement,


(w)
            Window
      coverings and awnings,


(y)
            Reflective
      solar window tinting,


(z)
            Fuel
      cell installation,


(aa)
            Photovoltaic
      system installation,


(bb)
            Faucet
      replacement (infrared sensor),


(cc)
            Replacement
      of air conditioning & heating unit with a heat
  pump,


(dd)
            Addition
      of liquid refrigerant pump to a reciprocating air conditioning
      unit,


(ee)
            High
      efficiency refrigerator
replacement,


(ff)
            High
      efficiency window air conditioner
replacement,


(gg)
            Water
      conservation device installation (e.g., flow restrictors, low flow flush
      valves, waterless urinals, horizontal axis washing
    machines),


(hh)
            Installation,
      maintenance and operation of power quality and reliability measures
      including UPS systems, back-up generators, emergency generators,
      etc.,


(ii)
            Fuel
      switching technology,























































(jj)
              Infrared
      heating system,
 (kk)
              Heat
      pipe dehumidification,
 (ll)
              Flash
      bake commercial cooking,
 (mm)
              Thermal
      energy storage system,
 (nn)
              Operation,
      maintenance, modification and/or extension of utility distribution and
      collection system,
 (oo)
              Training
      that will result in reduced energy
costs,
 (pp)
              Power
      factor correction measures and
equipment,
 (qq)
              Installation,
      maintenance and operation of standby propane
  facility,
 (rr)
              Installation,
      maintenance and operation of gas distribution system and associated
      equipment,
 (ss)
              Water
      distribution system leak detection, and cost effective
    repair,
 (tt)
              Boiler
      and chiller upgrades/installation,
 (uu)
              Thermal
      line installation (hot water or chilled water
    distribution),
 (vv)
              Geothermal
      heat pumps,
 (ww)
              Packages
      heating, boiler, hot water heater
units,
 (xx)
              Combined
      Heat and Power (CHP) plants,
 (yy)
              Any
      other ECP that is cost effective using the then current DoD prescribed
      procedures and standards, and which encourages the use of renewable
      energy, reduces the Government’s energy consumption or energy demand or
      results in other energy infrastructure
  improvements.




Area-Wide
Contracts





·
            AGL
      Resources Inc. Areawide Public Utility Contract No. GS-00P-02- BSD-0362
      with the United States of America.


·
            Virginia
      Natural Gas Areawide Public Utility Contract No. GS-—00P-02-BSD-0181 with
      the United States of America.


·
            Other
      designated contracts as they become
effective.




Basic
Ordering Agreements




·
            AGL
      Resources Inc. Basic Ordering Agreement
  N69450-08-G-0083


·
            Virginia
      Natural Gas Basic Ordering Agreement
  N62470-02-D-3103


·
            Other
      designated contracts as they become
effective.









ANNEX
B




GUARANTY
OF PAYMENT AND PERFORMANCE




THIS GUARANTY OF PAYMENT AND
PERFORMANCE (this “Guaranty”)
is made effective as of the ____ day of _October, 2008 by Xethanol, Inc., a
Delaware corporation (“Guarantor”),
for the benefit of AGL Services Company, a Georgia corporation (“Owner”).




WITNESSETH




WHEREAS, Owner and Global
Energy Systems, Inc., a Delaware corporation (“Contractor”),
are parties to the Services Agreement (as defined below), pursuant to which
Contractor has agreed to provide certain services set forth in such agreement;
and




WHEREAS, Owner has agreed to
enter into the contractual relationship as set forth in the Service Agreement
upon certain conditions, including the due execution and delivery of this
Guaranty for the benefit of Owner, and Guarantor desires to induce Owner to
continue the contractual relationship as set forth in the Service
Agreement.




NOW, THEREFORE, in
consideration of the Recitals and other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Guarantor,
intending to be legally bound, does hereby covenant and agree as
follows:




ARTICLE
1




DEFINITIONS
AND INTERPRETATION




1.1           Certain
Defined Terms




For
purposes of this Guaranty, the following capitalized terms shall have the
following respective meanings:




“Event of
Default” means a breach by Contractor of the Service Agreement which has
not been cured by Contractor within the time for cure, if and as applicable, set
forth therein.




“Guaranteed
Obligations” means the covenants and agreements of Contractor set forth
in the Service Agreement, including without limitation the performance and
completion of the Work and indemnification obligations, in each case pursuant to
the terms and conditions of the Service Agreement.




“Service
Agreement” means the Subcontractor Agreement, dated effective as of the
date hereof, by and between Contractor and Owner.




“Work”
has the services to be provided by Contractor as defined in the Service
Agreement.









1.2           Additional
Defined Terms




The
following capitalized terms have the respective meanings set forth in the
Sections of this Guaranty set forth below.  Any capitalized term used
but not defined herein shall have the meaning given to such term in the Service
Agreement.




Definition
                  
                  LocationContractor
                  
                  RecitalsGAAP
                  
                  Section
      3.1(e)Guarantor
                  
                  PreambleGuaranty
                  
                  PreambleOwner
                  
                  Recitals





1.3           Interpretation




(a)           Grammar.  Where
the context requires, the singular shall include the plural, the plural shall
include the singular, and the use of a pronoun of one gender or the neuter is to
be deemed to include a pronoun of the appropriate gender.




(b)           References to
Guaranty.  Whenever reference is made in this Guaranty to any
Article or Section, such reference shall be deemed to apply to the specified
Article or Section of this Guaranty.  The words “hereof,” “herein,”
“hereby,” “hereto,” “hereunder” and words of similar import shall refer to
material set forth in this Guaranty as a whole and not to any particular
subdivision unless expressly so limited.




(c)           References to
Persons.  All references to persons shall include any natural
person, corporation, limited liability company, partnership, limited
partnership, joint venture, association, trust, firm, organization, governmental
authority or other entity of any kind or nature.  All references to
any person shall also be deemed to include any person succeeding to the rights,
duties and obligations of such person in accordance with the terms of this
Guaranty.




(d)           References to
Days.  All references to days in this Guaranty shall mean
calendar days unless specifically designated otherwise.  All
references to business days shall mean any day that is not a Saturday, a Sunday,
a recognized holiday of the federal government or any other day on which banks
are required or authorized by law to be closed in Georgia.




(e)           Headings. The
descriptive headings of the Articles and Sections appearing in this Guaranty are
inserted only as a matter of convenience and in no way define, limit, or
describe the scope or intent of such Articles or Sections nor in any way affect
this Guaranty.




ARTICLE
2




GUARANTY
COVENANTS




2.1           Guaranty
to Owner




For
valuable consideration and upon the terms and provisions hereof, Guarantor
hereby irrevocably, absolutely and unconditionally guarantees to Owner that,
upon and during the occurrence of and continuance of an Event of Default,
Guarantor will, upon the written request of Owner, perform and complete, or
cause the performance and completion of, the Guaranteed Obligations in
accordance with the terms and conditions of this Article 2
and the Service Agreement.  If Contractor performs its obligations
under the Service Agreement in accordance with its terms, Guarantor shall have
no obligation under this Guaranty; provided, this Guaranty shall remain in full
force and effect until its termination as provided in Article 6
herein.









2.2           Right
to Proceed Against Guarantor




This
Guaranty constitutes a guaranty of payment and of performance and not of
collection, and Guarantor specifically agrees that in the event of any Event of
Default, Owner shall have the right to proceed first and directly against
Guarantor under this Guaranty and without proceeding against Contractor or
exhausting any other remedies against Contractor that Owner may
have.  Without limiting the foregoing, Guarantor agrees that it shall
not be necessary, and that Guarantor shall not be entitled to require, as a
condition of enforcing the liability of Guarantor hereunder, that Owner (1) file
suit or proceed to obtain a personal judgment against Contractor or any other
person that may be liable for the Guaranteed Obligations or any part of the
Guaranteed Obligations, (2) make any other effort to obtain payment or
performance of the Guaranteed Obligations from Contractor other than providing
Contractor with any notice of such payment or performance as may be required by
the terms of the Service Agreement or required to be given to Contractor under
applicable law, (3) foreclose against or seek to realize upon any security for
the Guaranteed Obligations, or (4) exercise any other right or remedy to which
Owner is or may be entitled in connection with the Guaranteed Obligations or any
security therefor or any other guarantee thereof, except to the extent that any
such exercise of such other right or remedy may be a condition to the Guaranteed
Obligations of Contractor or to the enforcement of remedies under the Service
Agreement.  Upon any unexcused failure by Contractor in the payment or
performance of any Guaranteed Obligation and the giving of such notice or
demand, if any, to Contractor and Guarantor as may be required in connection
with such Guaranteed Obligations and this Guaranty, the liability of Guarantor
shall be effective and shall immediately be paid or
performed.  Notwithstanding Owner’s right to proceed directly against
Guarantor, Owner shall not be entitled to more than full performance of the
obligations in regard to any breach or non-performance thereof.




2.3           Guaranty
Absolute And Unconditional




The
obligations of Guarantor hereunder are absolute, irrevocable and unconditional
and shall remain in full force and effect until Contractor shall have fully
discharged the Guaranteed Obligations in accordance with the terms of the
Service Agreement or until the expiration of Guarantor’s obligations pursuant to
Article
6 herein and shall not be subject to any counterclaim, set-off, deduction
or defense (other than full and strict compliance with, or release, discharge or
satisfaction of, such Guaranteed Obligations) based on any claim that Guarantor
may have against Contractor or any other person.




2.4           Payment
Of Costs And Expenses




Guarantor
agrees to pay Owner, upon demand, all reasonable costs and expenses (including
reasonable attorneys’ fees), incurred by or on behalf of Owner in successfully
enforcing, by legal action or proceeding, observance of the obligations
contained in this Guaranty against Guarantor; provided, such costs and expenses
to be paid by Guarantor shall not include the costs and expenses that Owner
incurs in performing any of its obligations under the Service Agreement except
to the extent said costs are reimbursable to Owner under the terms of the
Service Agreement.









2.5           Subordination
Of Rights




Guarantor
agrees that any right of subrogation or contribution which it may have against
Contractor as a result of any payment or performance hereunder is hereby fully
subordinated to the rights of Owner hereunder and under the Service Agreement
and that Guarantor shall not recover or seek to recover any payment made by it
hereunder from Contractor until Contractor and Guarantor shall have fully and
satisfactorily paid or performed and discharged the Guaranteed Obligations
giving rise to a claim under this Guaranty.




ARTICLE
3




REPRESENTATIONS
AND WARRANTIES OF GUARANTOR




3.1           Representations
and Warranties of Guarantor




Guarantor
represents and warrants to Owner as follows:




(a)           Existence and
Powers.  Guarantor is a corporation, validly existing and in
good standing under the laws of the State of Delaware, and has all requisite
authority to conduct its business and own and lease its properties as currently
conducted, is qualified and in good standing in every jurisdiction in which the
nature of its business makes qualification necessary and where failure to
qualify could reasonably be expected to have a material adverse effect on its
financial condition or the performance of its obligations under this
Guaranty.




(b)           Due Authorization and
Binding Obligation.  Guarantor has all requisite power and
authority to execute, deliver and perform all of its obligations under this
Guaranty.  Guarantor has duly authorized the execution and delivery of
this Guaranty and Guarantor’s performance of this Guaranty in accordance with
the terms hereof, and this Guaranty has been duly executed and delivered by
Guarantor and constitutes the legal, valid and binding obligation of Guarantor,
enforceable against Guarantor in accordance with its terms except insofar as
such enforcement may be affected by bankruptcy, insolvency, or moratorium or by
general equity principals of reorganization and other similar laws affecting
creditors’ rights generally and general principals of equity.




(c)           No
Conflict.  Neither the execution or delivery by Guarantor of
this Guaranty nor the performance by Guarantor of its obligations hereunder
will:




(1)           result
in or require the creation or imposition of any lien, right of other persons, or
other encumbrance of any nature (other than under this Guaranty) upon or with
respect to any property now owned or leased or hereafter acquired by
Guarantor;




(2)           violate
any provision of any law binding applicable to Guarantor;









(3)           result
in a breach of, constitute a default under, or cause or permit the acceleration
of any obligation owed under any agreement or instrument to which Guarantor is a
party or by which Guarantor or any of its property is bound or
affected;




(4)           violate
any provision of, or require any consent under, any partnership agreement,
articles of incorporation, articles of organization, bylaws or any other
governing document or charter applicable to Guarantor; or




(5)           cause
Guarantor to become insolvent.




(d)           No Government
Approvals.  No approval, authorization, order or consent of, or
declaration, registration or filing with, any governmental authority is required
of Guarantor for the valid execution and delivery by Guarantor of this Guaranty,
except such as shall have been duly obtained or made.




(e)           Compliance with
Laws.  Guarantor is in compliance in all material respects with
all laws applicable to its business, the violation of which could reasonably be
expected to materially affect its obligations hereunder.




(f)           No
Default.  To the best of Guarantor’s knowledge as of the date
of execution of this Guaranty, no Event of Default or condition, event, act or
omission which, with the giving of notice or the passage of time, or both, would
be an Event of Default, has occurred.




ARTICLE
4




WAIVERS




4.1           Jury
Trial Damages




(a)           Guarantor
and Owner recognize that in matters related to this Guaranty, each may be
entitled to a trial in which matters of fact are determined by a jury (as
opposed to a trial in which such matters are determined by a federal or state
judge).  Guarantor and Owner also recognize that one of the remedies
available to them in any trial may, under certain circumstances, be the right to
receive damages in excess of those actually sustained by it.  In the
past, in some instances such damages have equaled or exceeded the amount of
actual damages.




(b)           GUARANTOR
AND OWNER HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS GUARANTY OR ANY OTHER
INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH
OR THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND
GUARANTOR AND OWNER HEREBY AGREE AND CONSENT THAT ANY SUCH CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT
OWNER OR GUARANTOR MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION
WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF GUARANTOR AND OWNER TO THE
WAIVER OF ITS RIGHT TO TRIAL BY JURY.









(c)           TO
THE MAXIMUM EXTENT PERMITTED BY LAW, GUARANTOR AND OWNER  KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN
ANY SUCH LITIGATION ANY SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES,
OR ANY DAMAGES OTHER THAN, OR IN ADDITION TO, ACTUAL DAMAGES.




4.2           Miscellaneous
Waivers




Guarantor
hereby expressly waives, to the extent permitted by applicable law:




(a)           notice
of the acceptance of this Guaranty by Owner;




(b)           notice
of the failure of Contractor to pay or perform any of the Guaranteed Obligations
when due or notice of any default by Contractor under any document evidencing,
securing or pertaining to any of the Guaranteed Obligations, except to the
extent that notice is required to be given by this Guaranty or otherwise as a
condition to the enforcement of Guaranteed Obligations under the Service
Agreement;




(c)           the
right to receive any notices allowed or required to be sent to Contractor under
any provision of any document evidencing, securing or pertaining to the
Guaranteed Obligations, except any notice to Contractor required pursuant to the
Service Agreement or applicable law as a condition to the performance or
enforcement of any Guaranteed Obligation;




(d)           protest,
demand and dishonor, presentment or diligence of any kind which might otherwise
be required by any statute or rule of law now or hereafter in effect with
respect to this Guaranty or any of the Guaranteed Obligations;




(e)           all
rights it might otherwise have to require Owner, as a condition to requiring
Guarantor to perform hereunder, to first: (i) institute suit, obtain a judgment,
or exhaust any remedies against Contractor or any others liable on such
Guaranteed Obligations; (ii) enforce any rights against any security which shall
ever have been given to secure such Guaranteed Obligations; (iii) make any other
efforts at collection; or (iv) require Owner to join Contractor as a party in
any suit on this Guaranty;




(f)           any
defense based upon Owner’s election of any remedy against Guarantor or
Contractor or any combination of such parties;




(g)           any
defense based upon Owner’s failure to disclose to Guarantor any information
concerning Contractor’s financial condition or any other circumstances bearing
on Contractor’s ability to pay and perform its obligations under the Service
Agreement, except to the extent that notice is required to be given by this
Guaranty or otherwise as a condition to the enforcement of Guaranteed
Obligations under the Service Agreement;




(h)           any
defense based upon Owner’s election, in any proceeding instituted under the
Federal Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal
Bankruptcy Code or any successor statute or any similar laws;









(i)           any
defense based upon any borrowing or any grant of a security interest under
Section 364 of the Federal Bankruptcy Code or any successor statute or any
similar laws;




(j)           any
defense arising by reason of any disability, lack of corporate, limited
liability company or partnership authority or power, or similar defense of
Contractor;




(k)           any
right of subrogation, any right to enforce any remedy which Owner may have
against Contractor or any other person to the extent provided in Section
2.5 hereof;




(l)           any
statute of limitations defense based on a statute of limitations period which
may be applicable to guarantors (or parties in similar relationships) which
would be shorter than the applicable statute of limitations period for the
underlying claim; and




(m)           notice
of any change or modification in the Guaranteed Obligations to the extent such
change or modification is made in accordance with the terms and conditions of
the Service Agreement.




4.3           Guaranty
Unimpaired By Subsequent Events




Guarantor
hereby expressly waives the right to receive notice of, to consent to or receive
any additional consideration on account of any of the following, and hereby
agrees that, to the maximum extent permitted by applicable law, Guarantor’s
obligations under this Guaranty shall not be released, diminished, impaired,
reduced or otherwise affected by the occurrence of any of the following events
(or the fact that any of such events have occurred):




(a)           the
renewal, extension, modification, replacement or assignment of any portion or
all of the Guaranteed Obligations or any other forbearance or agreement by Owner
to accept a deferred payment or performance of any Guaranteed Obligations, in
each case to the extent such renewal, extension, modification, replacement or
assignment is made in accordance with the terms and conditions of the Service
Agreement;




(b)           the
discharge or the release of Contractor for all or any part of the Guaranteed
Obligations;




(c)           the
failure to perfect a lien (or the unenforceability of any lien) in any
collateral intended as security for any part of the Guaranteed Obligations; or
the release, surrender, exchange or substitution of all or any part of such
collateral; or the inferiority or subordination of any lien securing any of the
Guaranteed Obligations to any other lien(s) covering such collateral; or the
deterioration, waste, loss or impairment (including without limitation
negligent, willful or unjustifiable impairment) of any such
collateral;




(d)           the
addition of any collateral as security for, or the addition of any person as a
party with liability for, the payment or performance of all or any part of the
Guaranteed Obligations;




(e)           any
change in the composition, status or form of organization, or the death,
insolvency, bankruptcy, disability or lack of authority, of any person at any
time liable for the payment or performance of all or any part of the Guaranteed
Obligations;









(f)           any
neglect, delay, omission, failure or refusal of Owner to sue or take any other
action to enforce the collection or performance of all or any part of the
Guaranteed Obligations;




(g)           the
failure of Owner to exercise diligence, commercial reasonableness or reasonable
care in the preservation, protection, enforcement, sale or other handling of all
or any part of the collateral for any of the Guaranteed
Obligations;




(h)           the
invalidity, illegality or unenforceability of all or any part of the Guaranteed
Obligations, or any other document or agreement executed in connection with the
Guaranteed Obligations, including, without limitation, (i) the fact that the
Guaranteed Obligations or any portion thereof exceeds the amount permitted by
law, (ii) the act of creating the Guaranteed Obligations or any part thereof is
ultra vires, (iii) the officers or representatives executing said documents or
otherwise creating the Guaranteed Obligations acted in excess of their
authority, (iv) the Guaranteed Obligations or any portion thereof violate
applicable usury laws, (v) the creation, performance, or repayment of the
Guaranteed Obligations or any portion thereof (or the execution, delivery, and
performance of any document or instrument representing part of the Guaranteed
Obligations or executed in connection with the Guaranteed Obligations, or given
to secure the Guaranteed Obligations) is illegal, uncollectible, legally
impossible or unenforceable, or (vi) any documents or instruments pertaining to
the Guaranteed Obligations have been forged or otherwise are irregular or not
genuine or authentic; or




(i)           any
payment by Contractor to or on behalf of Owner is held to constitute a
preference under bankruptcy laws, Owner is required to refund such payment or
pay such amount to Contractor or someone else.




ARTICLE
5




TERMINATION
OF GUARANTOR’S OBLIGATIONS




The
obligations of Guarantor under this Guaranty shall terminate upon termination of
the Service Agreement, except to the extent obligations of Contractor survive
such termination pursuant to the terms of the Service Agreement, unless (a) an
uncured Event of Default shall then exist under the Service Agreement, and (b)
Owner delivers to Guarantor written notice specifying, in reasonable detail, the
Event of Default which remains uncured as of such date.


ARTICLE
6




MISCELLANEOUS
PROVISIONS




6.1           Binding
Effect and Assignment




This
Guaranty and all the terms, provisions and conditions hereof shall be binding
upon the Guarantor and its successors and permitted assigns.  This
Guaranty may not be assigned by Guarantor without the prior written consent of
Owner.  This Guaranty may not be assigned by Owner without the prior
written consent of the Guarantor.









6.2           Governing
Law




This
Guaranty shall be governed by, and construed in accordance with, the laws of the
State of Georgia, without giving any effect to any principles of conflicts of
laws.  Guarantor consents to the jurisdiction of any federal or state
court within the State of Georgia having proper venue and also consents to
service of process by any means authorized by the State of Georgia or federal
law.




6.3           Notices




All
notices, demands, approvals and other communications provided for herein shall
be in writing and shall be delivered by telephonic facsimile, overnight air
courier, personal delivery or registered or certified U.S. mail with return
receipt requested, postage prepaid, to the appropriate party at its address as
follows:




If
      to Owner:
              AGL
      Services Company
                Ten
      Peachtree Place
                Suite
      1000
                Atlanta,
      GA 30309
                Attention:
      Purchasing DepartmentWith a copy to:
              AGL
      Services Company
                Ten
      Peachtree Place
                Location
      1470
                Atlanta,
      GA 30309
                Attention:
      General CounselIf
      to Guarantor:
              Xethanol,
      Inc.
                3348
      Peachtree Road, NE
                Suite
      250, Tower Place 200
                Atlanta,
      Georgia 30326
                Attention:  Rom
      PapadopoulosWith
      a copy to:
              Xethanol,
      Inc.
                3348
      Peachtree Road, NE
                Suite
      250, Tower Place 200
                Atlanta,
      Georgia 30326
                Attention:  General
      Counsel





Addresses
for notice may be changed from time to time by written notice to the other
parties.  Any communication given by mail will be effective upon the
earlier of (a) three (3) business days following deposit in a post office or
other official depository under the care and custody of the United States Postal
Service or (b) actual receipt, as indicated by the return receipt; if given by
telephonic facsimile, when sent; and if given by personal delivery or by
overnight air courier, when delivered to the appropriate address set forth
above.









6.4           No
Waiver




Any
failure by Owner to insist, or any election by Owner not to insist, upon strict
performance by Guarantor of any of the terms, provisions or conditions of this
Guaranty shall not be deemed to be a waiver of the same or of any other terms,
provisions or conditions thereof.




6.5           Severability




If any
provision of this Guaranty or the application thereof to any person or
circumstance shall be invalid or unenforceable, then neither the remainder of
this instrument nor the application of such provision to other persons or
circumstances shall be affected thereby, but rather shall be enforced as if such
invalid portion did not exist provided that such construction and enforcement
shall not increase Guarantor’s liability beyond that expressly set forth
herein.




6.6           Entire
Agreement and Modification




This
Guaranty contains the entire agreement between the parties with respect to the
subject matter hereof, and all prior agreements relative thereto are hereby
terminated.  This Guaranty may not be amended, revised, waived,
discharged, released or terminated orally but only by a written instrument or
instruments executed by the party against which enforcement of the amendment,
revision, waiver, discharge, release or termination is asserted.  Any
alleged amendment, revision, waiver, discharge, release or termination which is
not so documented shall not be effective as to any party.




[Signature
on Following Page]









IN WITNESS WHEREOF, the
Guarantor has caused this Guaranty to be executed as of the date first above
written.




GUARANTOR:XETHANOL,
      INC.By:
                        /s/ David AmesName:
                        David
      AmesTitle:
                        CEO





(signature
page to Guaranty of Payment and Performance)