CONTRACT
NO. 2008000121
  FOR
LANDFILL GAS PURCHASE
  (ZEMEL
ROAD LANDFILL)
  NOVATION OF CONTRACT BY
SUBSTITUTION OF
 NEW PARTY FOR DISCHARGED
PARTY
  THIS AGREEMENT is made the 22nd day of
January, 2009, between Charlotte County, a political subdivision of the State of
Florida (hereinafter "County"), 18500 Murdock Circle, Florida 33948, and GES –
Port Charlotte, LLC, a subsidiary of Global Energy Systems, Inc., 3348 Peachtree
Road, N.E. Suite 250, Tower Place 200, Atlanta, Georgia 30326 (hereinafter
“Global”) and North American Natural Resources-Southeast, LLC, a Michigan
limited liability company, 4121 Okemos Road, Suite 17, Okemos, Michigan, 48864
(hereinafter “North American”).
  RECITALS
  WHEREAS, County and North American
entered into Contract No. 2008000121, as well as the associated Site Lease
Agreement attached thereto as Exhibit A, (the “Site Lease”)  on July
22, 2008.  This contract provided that North American would construct
a landfill gas control and collection system and an energy
facility  on the leased land for converting the gas into electricity,
would purchase the collected gas and convert the gas into electricity; and would
assist with the marketing of carbon credits; and
  WHEREAS, North American  has
entered into an agreement to sell and assign the Contract No. 2008000121 and the
Site Lease  to Global and desires to assign all rights,
responsibilities and liabilities of  Contract No. 2008000121 and the
Site Lease to Global. See  Assignment and Assumption Instrument
attached hereto as Exhibit A; and
  WHEREAS, North American desires to be
discharged from the performance of the obligations enumerated in Contract No.
2008000121 and the Site Lease; and
  
  WHEREAS, County desires to release
North American from the obligations described in Contract No. 2008000121 and the
Site Lease, provided that Global agrees to perform the obligations and to be
bound by the terms of the Contract No. 2008000121 and the Site
Lease.
  NOW, THEREFORE, for the reasons recited
above, and in consideration of mutual covenants contained herein, the parties
agree as follows:
  1.           Global
shall perform the obligations of North American that are enumerated under the
Contract No. 2008000121 and the Site Lease, and Global agrees to be bound by all
the terms of the Contract No. 2008000121 and the Site Lease in every way as if
an original party thereto.
  2.           County
releases North American, from all claims for any liability that has arisen or
may have arisen in respect to the Contract No. 2008000121 and the Site
Lease.  County accepts the liability of Global in lieu of the
liability of North American, County shall be bound by the terms of the Contract
No. 2008000121 and the Site Lease in every way as if Global was named in the
Contract No. 2008000121 and the Site Lease in place of and releases North
American as a party thereto.
  3.           This
agreement supersedes the contracts listed above that  were entered
into by County and North American, and all the rights and obligations of North
American under the Contract No. 2008000121 and the Site Lease are completely
extinguished.  The Contract No. 2008000121 and the Site Lease and all
amendments, if any, executed under the Contract No. 2008000121 or the Site Lease
between North American and the County are hereby incorporated by this reference
to define the extent of the liability of Global under this
agreement.
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  4.           County
and Global further agree and acknowledge that: (i) each of Contract No.
2008000121 and the Site Lease is in full force and effect and has not been
modified or amended, (ii) true and correct copies of Contract No.
2008000121 and the Site Lease are attached hereto and made a part hereof as
Exhibit B, (iii) the assignor (North American) is not in default under
either Contract No. 2008000121 or the Site Lease, and (iv) County is not aware
of any situation that would cause it to issue a notice of default, termination
or cancellation of Contract No. 2008000121 or the Site Lease.
  5.           County,
North American, and Global consent to all the provisions of this
agreement.
  REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
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  IN WITNESS WHEREOF, the parties have
executed this agreement on the day and the year first above
written.
 WITNESSES:
                
                Signed
      By: /s/ Courtney
      Conchola
                
                Print
      Name: Courtney
      Conchola
                
                Date:
      1/26/2009
                
                Signed
      By: /s/ Don
      White
                
                Print
      Name: Don
      White
                
                Date:
      1/26/2009
              GES
      – PORT CHARLOTTE, LLC
                
                
                Signed
      by: /s/ Romilos
      Papadopoulos
                
                Print
      Name: Romilos
      Papadopoulos
                
                Title:
      EVP, CFO and
      COO
                
                Date:
      1/26/2009WITNESSES:
                
                Signed
      By: /s/ Gary
      Vulgam
                
                Print
      Name: Gary
      Vulgam
                
                Date:
      1/22/2009
                
                Signed
      By: /s/ Margaret
      Lawson
                
                Print
      Name: Margaret
      Lawson
                
                Date:
      1/22/2009
              NORTH
      AMERICAN NATURALRESOURCES – SOUTHEAST, LLC
                
                
                Signed
      by: /s/ Timothy
      Lawson
                
                Print
      Name: Timothy
      Lawson
                
                Title:
      Member/Manager
                
                Date:
      1/22/2009
 BOARD
      OF COUNTY COMMISSIONERSOF CHARLOTTE COUNTY, FLORIDAATTEST:
                                                
                                                By:
                                                /s/ Patricia M. DuffeyBarbara
      T. Scott, Clerk of Circuit
                                                
                                                
                                                Patricia
      M. Duffy , ChairCourt
      and Ex-officio Clerk to theBoard
      of County Commissioners
                                                
                                                Date:
                                                January 22, 2009By:
                                                /s/ Anne L. PfahlerDeputy
      Clerk
                                                
                                                APPROVED
      AS TO FORMAND
      LEGAL SUFFICIENCYBy:
                                                /s/ Janette S. KnowltonJanette
      S. Knowlton, County AttorneyLR
      08-787




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