EQUIPMENT
PURCHASE AGREEMENT





between





MMC
Mid-Sun LLC





and





Energy
Parts Solutions LLC





February
6, 2009








EQUIPMENT
PURCHASE AGREEMENT





THIS EQUIPMENT PURCHASE AGREEMENT(the “Agreement”) is
made effective this 6th day of February, 2009 (the “Effective Date”)
between ENERGY PARTS SOLUTIONS
LLC, a Missouri limited liability company (“Buyer”), and MMC MID-SUN LLC, a Delaware
limited liability company (“Seller”).





RECITALS





1.
            Buyer
      desires to purchase one General Electric LM2500 industrial gas turbine
      generator package and associated equipment, parts, structures and records
      located at or pertaining to Seller’s facility in or near Fellows,
      California, as such items are more particularly described in Exhibit A
      hereto (collectively, the “Equipment”).  The Equipment shall
      include only those items described on said
  Exhibit A.





2.
            Seller
      owns the Equipment and is ready, willing and able to sell the Equipment to
      Buyer pursuant to the terms and subject to the conditions set forth in
      this Agreement.





AGREEMENT





FOR AND IN CONSIDERATION of
the mutual covenants herein contained and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged and agreed, the
parties agree as follows:





1.
            PURCHASE AND SALE OF
      EQUIPMENT





(a)           Upon
the terms and subject to the conditions contained herein, on the Closing Date
(defined below), Seller shall sell, assign, transfer, convey and deliver to
Buyer, and Buyer shall purchase from Seller, any and all of Seller’s interest in
and rights to the Equipment.  As the term is used in this Agreement
and the exhibits hereto “Equipment” shall also mean and include copies of all of
Seller’s records and files which relate to any of the Equipment, including, but
not limited to, the following: (i) operations, maintenance, environmental
and engineering records; (ii) facility records; (iii) accounting files and
operating statements and files; (iv) any and all contracts, purchase orders or
other agreements with third parties including those with vendors, suppliers or
OEM’s; and (v) any other records or files in the possession of Seller relating
to the Equipment, save and except for records the disclosure of which would
jeopardize any privilege available to Seller relating to such records, would
cause Seller to breach a confidentiality obligation to which it is bound, or
would cause Seller to violate any applicable law; provided, however, that
Seller’s corporate minute books, charter documents, corporate stock record books
and such other books and records as pertain to the organization, existence or
share capitalization of Seller and such other books and records that do not
relate to the Equipment shall not be included.


2


(b)      Seller
hereby assigns to Buyer, if any, any and all existing assignable warranties,
service life policies and patent indemnities of manufacturers of components of
the Equipment; and upon the request of Buyer, Seller shall give Buyer reasonable
assistance in enforcing the rights of Buyer arising as a result of this
Agreement but Buyer shall promptly reimburse Seller for the actual and
reasonable costs and expenses incurred by Seller in rendering such assistance;
and, from time to time, upon the request of Buyer, Seller shall give notice
(with copies to Buyer) to any such manufacturers of the assignment of such
warranties, service life policies and patent indemnities to Buyer.





2.
              PURCHASE
      PRICE AND PAYMENT TERMS





2.1
            Purchase
      Price





In
accordance with Section 2.2 below, Buyer shall pay Seller for the Equipment the
sum of Four Million and No/100 Dollars ($4,000,000.00) (the “Purchase Price”),
as allocated by the parties to the Equipment.





2.2
            Payment
      Terms





(a)
            Not
      later than one (1) business day after the Effective Date, Buyer shall
      deposit with Seller the sum of Five Hundred Thousand and No/100 Dollars
      ($500,000.00) as a deposit towards the Purchase Price (the “Deposit”),
      which Deposit shall be applied towards the payment of the Purchase Price
      at Closing.  The Deposit shall be (i) held by Seller in an
      account designated by Seller in its sole discretion, without interest
      accrual thereon for the benefit of Buyer, and (ii) non-refundable to
      Buyer except as expressly set forth in this
  Agreement.





(b)
            At
      the Closing (as defined below), Buyer shall transfer and pay to Seller the
      balance of the Purchase Price (i.e., the Purchase Price less the Deposit
      and any amounts that Seller owes to Buyer pursuant to Section 8.1(b)
      below) by wire transfer of immediately available funds into an account
      designated in writing by Seller.





3.
            ASSUMPTION
      OF LIABLITIES; POSSESSION AND REMOVAL OF EQUIPMENT; TITLE AND RISK OF
      LOSS





3.1
            Assumption
      of Liabilities





At the
Closing, Buyer shall assume and agree to pay, perform and discharge when due all
liabilities arising out of, in connection with or related to the ownership,
removal, operation, use or maintenance of the Equipment relating to periods on
or after the Closing Date (as defined below).


3





3.2
            Possession
      and Removal of Equipment





At and
after Closing, Seller agrees to permit Buyer and its representatives free and
unencumbered access to the site where the Equipment is located so that Buyer can
remove the Equipment (the “Removal”).  Buyer will at all times while
on the site abide by Seller’s safety rules and regulations, a copy of which will
be provided by Seller to Buyer prior to the Removal.  Buyer will work
closely with Seller’s site personnel to ensure that the Removal shall not
interfere with the Seller’s operations at the site and Buyer shall comply with
the provisions of Sections 2(a), (b) and (c) as set forth in Exhibit B
hereof, the terms of which are hereby incorporated and made a part
hereof.  Buyer shall complete the Removal no later than one (1) month
from the Closing Date unless prohibited from doing so due to Excusable
Delay.  After said one (1) month period of time the Buyer agrees to
pay Seller storage fees of $200 per day for any Equipment not so removed within
such one (1) month period unless prior arrangements are made or the parties
agree otherwise.  Seller agrees, at no cost to Seller, to cooperate
with the Removal.  Following the Removal, Buyer shall restore Seller’s
remaining facility to a condition which is as near as possible to its original
condition as existed prior to the Removal.





3.3
            Title
      and Risk of Loss





Title to
and risk of loss, damage and destruction of the Equipment shall transfer from
Seller to Buyer upon the Closing Date.





4.
            REPRESENTATIONS
      AND WARRANTIES





4.1
            Seller Representations and
      Warranties.  Seller hereby represents and warrants to
      Buyer that:





(a)
            At
      the Closing Date, Seller shall have full legal and beneficial title to the
      Equipment, free and clear of any and all security interests, liens,
      claims, charges or encumbrances of any nature whatsoever, together with
      full power and lawful authority to deliver the Equipment to Buyer; and
      upon delivery of the Assignment and Bill of Sale to Buyer in accordance
      with Section 8.4(b), Seller shall have transferred marketable title
      to the Equipment to Buyer.





(b)
            Seller
      is an entity duly organized, validly existing and in good standing under
      the laws of the jurisdiction in which it is formed and has the requisite
      power and authority to own, lease and operate its properties and to carry
      on its business as now conducted.  Seller is duly qualified to
      transact business and is in good standing in each jurisdiction in which
      its ownership of the Equipment and commitments made hereunder makes such
      qualification necessary.





(c)
            Seller
      has the requisite power and authority to execute this Agreement and to
      consummate the transactions contemplated by this Agreement.  The
      execution and delivery of this Agreement by Seller and the consummation by
      Seller of the transactions contemplated by this Agreement have been duly
      authorized by all necessary action on the part of
  Seller.


4


(d)
            The
      execution and delivery by Seller of this Agreement and the consummation of
      the transactions contemplated hereby do not and will not (i) violate any
      provision of the constituent documents of Seller, (ii) violate any order
      of any governmental authority to which Seller is bound or subject, (iii)
      violate any applicable law, or (iv) result in the imposition or creation
      of any lien upon the Equipment.  This Agreement has been duly
      executed and delivered by Seller and, assuming due execution and delivery
      by Buyer, constitutes a valid and binding obligation of Seller,
      enforceable against Seller in accordance with its
      terms.  Notwithstanding the foregoing, (i) Seller is
      required to deliver ninety (90) days prior written notice of the sale of
      the Equipment to the California ISO (“CAISO”) and the Federal Energy
      Regulatory Commission (“FERC”) and (ii) Seller has requested a waiver
      of such notice requirements from CAISO and FERC.  In addition
      Seller has executed certain contracts with respect to the availability of
      the Equipment.




(e)
            To
      Seller’s knowledge, except for notice to CAISO and FERC, no order or
      permit issued by, or declaration or filing with, or notification to, or
      waiver from any governmental authority is required on the part of Seller
      in connection with the execution and delivery of this Agreement, or the
      compliance or performance by Seller with any provision contained in this
      Agreement.




(f)
            All
      taxes due and payable by Seller with respect to the ownership of the
      Equipment have been paid or are being contested in good faith through the
      appropriate proceedings.




(g)
            There
      is no legal action or order pending or, to Seller’s knowledge, overtly
      threatened against Seller that seeks to restrain or prohibit or otherwise
      challenge the consummation, legality or validity of the transactions
      contemplated hereby.




(h)
            Except
      for such notices as have been disclosed to Buyer in writing, Seller, to
      Seller’s knowledge, has not received any written notice that the Equipment
      is in violation of any applicable
laws.




(i)
            No
      rights of first offer or other preferential rights to purchase any of the
      Equipment are held by third
parties.




4.2
            Knowledge
      Defined





References
to the “knowledge” of Seller shall refer only to the actual knowledge of the
Designated Employee (as hereinafter defined) of Seller, and shall not be
construed, by imputation or otherwise, to refer to the knowledge of Seller, or
any affiliate of Seller, or to any other officer, agent, manager, representative
or employee of Seller or any affiliate thereof or to impose upon such Designated
Employee any duty to investigate the matter to which such actual knowledge, or
the absence thereof, pertains.  As used herein, the term “Designated
Employee” shall refer to the following person:  Denis
Gagnon.





4.3
            Survival of Seller’s
      Representations and
Warranties





The
representations and warranties of Seller set forth in Section 4.1 shall survive
Closing for a period of one hundred eighty (180) days; provided, however,
nowithstanding the foregoing to the contrary, Section 4.1(a) shall survive for a
period of one (1) year.  No claim for a breach of any representation
or warranty of Seller shall be actionable or payable if the breach in question
results from or is based on a condition, state of facts or other matter which
was specifically disclosed by Seller to and accepted by Buyer in writing prior
to Closing.


5





4.4
            AS-IS.




EXCEPT
AS AND TO THE EXTENT EXPRESSLY SET FORTH IN THIS AGREEMENT (i) SELLER MAKES NO
REPRESENTATIONS OR WARRANTIES, EXPRESS, STATUTORY OR IMPLIED, AND (ii) SELLER
EXPRESSLY DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION,
WARRANTY, STATEMENT OR INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING)
TO BUYER OR ANY OF ITS AFFILIATES, EMPLOYEES, AGENTS, CONSULTANTS OR
REPRESENTATIVES (INCLUDING, WITHOUT LIMITATION, ANY OPINION, INFORMATION,
PROJECTION OR ADVICE THAT MAY HAVE BEEN PROVIDED TO BUYER BY ANY OFFICER,
DIRECTOR, EMPLOYEE, AGENT, CONSULTANT, REPRESENTATIVE OR ADVISOR OF SELLER OR
ANY OF ITS AFFILIATES).  IN PARTICULAR AND WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, SELLER EXPRESSLY DISCLAIMS ANY REPRESENTATION OR
WARRANTY, EXPRESS, STATUTORY OR IMPLIED, AS TO (w) THE MAINTENANCE, REPAIR,
CONDITION, QUALITY, SUITABILITY, DESIGN OR MARKETABILITY OF THE EQUIPMENT, (x)
THE CONTENT, CHARACTER OR NATURE OF ANY INFORMATION MEMORANDUM, REPORTS,
BROCHURES, CHARTS OR STATEMENTS PREPARED BY SELLER OR THIRD PARTIES WITH RESPECT
TO THE EQUIPMENT, (y) ANY OTHER MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE
AVAILABLE TO BUYER OR ITS AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS,
CONSULTANTS, REPRESENTATIVES OR ADVISORS IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND THE ASSIGNMENT AND BILL OF SALE OR ANY
DISCUSSION OR PRESENTATION RELATING THERETO AND (z) ANY IMPLIED OR EXPRESS
WARRANTY OF FREEDOM FROM PATENT OR TRADEMARK INFRINGEMENT.  EXCEPT AS
EXPRESSLY SET FORTH IN THIS AGREEMENT, SELLER FURTHER DISCLAIMS ANY
REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED, OF MERCHANTABILITY,
FREEDOM FROM LATENT VICES OR DEFECTS, FITNESS FOR A PARTICULAR PURPOSE OR
CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY ASSETS, RIGHTS OF A
PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF CONSIDERATION OR
RETURN OF THE PURCHASE PRICE, IT BEING EXPRESSLY UNDERSTOOD AND AGREED BY THE
PARTIES HERETO THAT BUYER SHALL BE DEEMED TO BE OBTAINING THE EQUIPMENT IN ITS
PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND “WHERE IS” WITH ALL
FAULTS OR DEFECTS (KNOWN OR UNKNOWN, LATENT, DISCOVERABLE OR UNDISCOVERABLE),
AND THAT BUYER HAS MADE OR CAUSED TO BE  MADE SUCH INSPECTIONS AS
BUYER DEEMS APPROPRIATE.  AS PART OF THE PROVISIONS OF THIS SECTION
4.4, BUT NOT AS A LIMITATION THEREON, BUYER HEREBY AGREES, REPRESENTS AND
WARRANTS THAT THE MATTERS RELEASED HEREIN ARE NOT LIMITED TO MATTERS WHICH ARE
KNOWN OR DISCLOSED, AND BUYER HEREBY WAIVES ANY AND ALL RIGHTS AND BENEFITS
WHICH IT NOW HAS, OR IN THE FUTURE MAY HAVE CONFERRED UPON IT, BY VIRTUE OF THE
PROVISIONS OF FEDERAL, STATE OR LOCAL LAW, RULES OR REGULATIONS, INCLUDING,
WITHOUT LIMITATION, SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA,
WHICH PROVIDES AS FOLLOWS:


6




A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR.




Seller
and Buyer acknowledge that the compensation to be paid to Seller for the
Equipment has been decreased to take into account that the Equipment is being
sold subject to the provisions of this Section 4.4.  Seller and
Buyer agree that the provisions of this Section 4.4 shall survive the Closing
Date.





4.5
            Buyer’s Representations and
      Warranties.  Buyer hereby represents and warrants to
      Seller that:





(a)
            Buyer
      is an entity duly organized, validly existing and in good standing under
      the laws of the jurisdiction in which it is formed and has the requisite
      power and authority to own, lease and operate its properties and to carry
      on its business as now conducted.  Buyer is duly qualified to
      transact business and is in good standing in each jurisdiction in which
      its commitments hereunder makes such qualification
    necessary.





(b)
            Buyer
      has the requisite power and authority to execute this Agreement and to
      consummate the transactions contemplated by this Agreement.  The
      execution and delivery of this Agreement by Buyer and the consummation by
      Buyer of the transactions contemplated by this Agreement have been duly
      authorized by all necessary action on the part of Buyer.  This
      Agreement has been duly executed and delivered by Buyer and, assuming due
      execution and delivery by Seller, constitutes a valid and binding
      obligation of Buyer, enforceable against Buyer in accordance with its
      terms.




(c)
            The
      execution and delivery by Buyer of this Agreement and the consummation of
      the transactions contemplated hereby do not and will not (i) violate any
      provision of the constituent documents of Buyer, (ii) violate any order of
      any governmental authority to which Buyer is bound or subject, or (iii)
      violate any applicable law.




(d)
            To
      Buyer’s knowledge, no order or permit issued by, or declaration or filing
      with, or notification to, or waiver from any governmental authority is
      required on the part of Buyer in connection with the execution and
      delivery of this Agreement, or the compliance or performance by Buyer with
      any provision contained in this
Agreement.


7




(e)
            There
      is no legal action or order pending or, to Buyer’s knowledge, overtly
      threatened against Buyer that seeks to restrain or prohibit or otherwise
      challenge the consummation, legality or validity of the transactions
      contemplated hereby.




(f)
            No
      person has acted, directly or indirectly, as a broker, finder or financial
      advisor for Buyer in connection with the transactions contemplated by this
      Agreement, and Seller is not or will not become obligated to pay any fee
      or commission or like payment to any broker, finder or financial advisor,
      as a result of the consummation of the transactions contemplated by this
      Agreement based upon any arrangement made by or on behalf of
      Buyer.




4.6
            Knowledge
      Defined





References
to the “knowledge” of Buyer shall refer only to the actual knowledge of the
Designated Employee (as hereinafter defined) of Buyer, and shall not be
construed, by imputation or otherwise, to refer to the knowledge of Buyer, or
any affiliate of Buyer, or to any other officer, agent, manager, representative
or employee of Buyer or any affiliate thereof or to impose upon such Designated
Employee any duty to investigate the matter to which such actual knowledge, or
the absence thereof, pertains.  As used herein, the term “Designated
Employee” shall refer to the following person:  Jeff
Canon.





4.7
            Survival of Buyer’s
      Representations and Warranties





The
representations and warranties of Buyer set forth in Section 4.5 shall survive
Closing for a period of one hundred eighty (180) days.  No claim for a
breach of any representation or warranty of Buyer shall be actionable or payable
if the breach in question results from or is based on a condition, state of
facts or other matter which was specifically disclosed by Buyer to and accepted
by Seller in writing prior to Closing.




8




5.
            INSPECTION,
      PRESERVING AND OPERATING THE
EQUIPMENT





5.1
            Inspection
      and Access





Immediately
following the Effective Date Buyer and its representatives shall, upon prior
written notice to Seller, have access to the site where the Equipment is located
so that Buyer and its representatives can inspect the Equipment and review the
books, records and information relating thereto, and to speak to the personnel
of Seller that may have information relating to the history, operation and
maintenance of the Equipment, provided, however, that Seller shall have the
right to have a representative present at any such access to the
site.  Such activities shall include the Buyer’s right to check and
borescope the turbines and meggering the generators and such other tests and
inspections deemed appropriate by Buyer in order to assess the integrity and
condition of the Equipment, provided that any and all such testing and
inspections shall be made only upon prior written notice to Seller, Seller shall
have the right to have a representative present for any such testing, all of
such testing shall be performed in compliance with all applicable laws and Buyer
shall deliver to Seller a copy of any data, results or reports prepared in
connection with such testing.  Buyer will at all times while on the
site abide by Seller’s safety rules and regulations, a copy of which will be
provided by Seller to Buyer prior to execution of the work.  Seller
agrees to cooperate with Buyer and provide all reasonable assistance in relation
to Buyer performing its inspection activities.  Prior to the Closing
Buyer shall, at Buyer’s sole cost and expense, have the right to remove the gas
turbine engine and related hardware from the site for purposes of further
testing and repair.  Notwithstanding the foregoing to the contrary, in
the event that Buyer’s inspections of or tests upon the Equipment would cause
the operation of the Seller’s facilities to be interrupted, or should Buyer
remove the gas turbine equipment from the site, Buyer shall provide Seller, at
Buyer’s sole cost and expense, with such temporary replacement equipment as is
necessary for Seller to maintain such operation until the earlier of the Closing
or Buyer’s reinstallation of the Equipment in operating condition.  If
Buyer elects to remove the Equipment, Buyer shall maintain insurance on the
Equipment in the amount of the Purchase Price for any damage or destruction of
the Equipment while in Buyer’s possession.  Buyer shall, upon prior
written notice to Seller, also be permitted to speak directly with vendors and
suppliers associated with the Equipment, including the OEMs, and if required,
Seller shall promptly provide all necessary authorization and assistance in
order that Buyer can freely engage said vendors and suppliers in obtaining
information from them as part of Buyer’s inspection activities, provided that
Seller shall have the right to have a representative participate in any such
engagement.  Following any inspection, testing or removal of the
Equipment, Buyer shall restore the Equipment to its original condition as
existed prior to any such inspections and/or tests.  Upon request by
Seller, Buyer shall provide Seller with evidence that Buyer has a policy of
general liability insurance, from an insurer and in an amount reasonably
acceptable to Seller, which insurance shall (i) name Seller as an
additional insured party and (ii) provide coverage against any claim for
personal liability or property damage caused by Buyer or its agents, employees
or contractors in connection with such inspections, tests and/or removal
activities.





5.2
            Preserving
      the Equipment




During
the period from the Effective Date to and through the Closing Date, Seller shall
use commercially reasonable efforts to conduct its business (as it pertains to
the Equipment) in all material respects in the ordinary course of business and
to maintain and preserve the Equipment consistent with Seller’s past
practices.




6.
            INDEMNIFICATION





6.1
            Buyer
      Indemnity





Buyer
assumes liability for, and hereby agrees to indemnify, protect, save and keep
harmless Seller and its directors, officers, and employees from and against any
and all liabilities, obligations, losses, damages, penalties, claims (including,
without limitation, claims involving strict or absolute liability in tort),
actions, suits, costs, expenses and disbursements, including, without
limitation, reasonable attorneys’ fees and expenses, of any kind or nature,
which may be imposed on, incurred by or asserted against Seller arising out of
and in connection with (i) a breach by Buyer of its obligations under this
Agreement, (ii) acceptance, ownership, delivery, possession, use,
operations, maintenance, repair, function, registration, sales, return, storage,
or other disposition of the Equipment or any accident in connection therewith
(including, without limitation, latent and other defects, whether or not
discoverable) after the transfer of the title of the Equipment to Buyer on the
Closing Date, or (iii) the negligence of Buyer, its employees, representative,
contractors and agents; provided, however, that Buyer shall not be required to
indemnify Seller or its assigns for any claim resulting from acts which would
constitute Seller’s misconduct or negligence or a breach by the Seller of the
terms of this Agreement.


9





6.2
            Seller
      Indemnity





Seller
assumes liability for, and hereby agrees to indemnify, protect, save and keep
harmless Buyer and its directors, officers, and employees from and against any
and all liabilities, obligations, losses, damages, penalties, claims (including,
without limitation, claims involving strict or absolute liability in tort),
actions, suits, costs, expenses and disbursements, including, without
limitation, reasonable attorney’s fees and expenses, of any kind or nature,
which may be imposed on, incurred by or asserted against Buyer arising out of
and in connection with (i) a breach by Seller of its obligations under this
Agreement, (ii) acceptance, ownership, delivery, possession, use, operations,
maintenance, repair, function, registration, sales, return, storage, or other
disposition of the Equipment or any accident in connection therewith (including,
without limitation, latent and other defects, whether or not discoverable)
before the transfer of the title of the Equipment to Buyer on the Closing Date,
including, any claims arising out of existing contracts affecting or based upon
the Equipment, or (iii) the negligence of Seller, its employees,
representative, contractors and agents; provided, however, that Seller shall not
be required to indemnify Buyer or its assigns for any claim resulting from acts
which would constitute Buyer’s misconduct or negligence or a breach by the Buyer
of the terms of this Agreement or any other agreement between Seller and
Buyer.





7.
            TAXES





All ad
valorem taxes, real property taxes and personal property taxes relating to the
Equipment for the year in which the Closing Date occurs shall be apportioned as
of the Closing Date between Seller and Buyer.  Seller shall be liable
for the portion of such taxes based upon the number of days in the year
occurring prior to the Closing Date, and Buyer shall be liable for the portion
of such taxes based upon the number of days in the year occurring on and after
the Closing Date.  For any year in which an apportionment is required,
Buyer shall file all required reports and returns incident to these taxes
assessed for the year in which the Closing Date occurs that are not filed by
Seller as of the Closing Date.  Seller shall pay to Buyer, at the time
of Buyer’s remittance, Seller’s share of such taxes.  If Seller has
paid any portion of such taxes apportioned to Buyer under this Section 7, Buyer
shall pay to Seller, promptly upon notice from Seller of the portion of such
taxes apportioned to Buyer, Buyer’s share of such taxes.  Buyer shall
pay all sales taxes, if any, arising in connection with the sale of the
Equipment.


10


8.
            CLOSING





8.1
            Conditions
      Precedent to Obligations of Each
Party




The
respective obligations of Seller and Buyer to consummate the transactions
contemplated by this Agreement are subject to the fulfillment, on or prior to
the Closing Date, of the following conditions:




(a)           No
order issued by any court of competent jurisdiction preventing the consummation
of the transactions contemplated hereby shall be in effect, nor shall any
material proceeding initiated by any governmental authority of competent
jurisdiction having valid enforcement authority seeking such an order be
pending, nor shall there be any action taken, or any law or order enacted,
entered or enforced that has not been subsequently overturned or otherwise made
inapplicable to this Agreement, that makes the consummation of the transactions
contemplated hereby illegal.




(b)           Any
waiting period (including any extension thereof) applicable to the purchase and
sale of the Equipment to Buyer under the regulations of any other applicable
governmental antitrust or competition authority shall have been terminated or
expired and any waivers or approvals required by any bodies applicable to
transactions contemplated hereby shall have been obtained; provided, however,
that Buyer may, upon written notice to Seller not later than one (1) day prior
to the Closing Date, elect to extend the Closing Date to a date which is not
later than ninety (90) days from the Effective Date, to permit for the
termination or expiration of any such waiting period or the obtaining of any
such waivers or approvals, as applicable.  In the event the Closing is
not extended pursuant to this Section 8.1(b), this Agreement shall terminate and
the Deposit shall be returned to Buyer.  In the event the Closing is
extended pursuant to this Section 8.1(b), and if Buyer has removed the gas
turbine engine from the site and has provided a temporary replacement thereof,
then Seller agrees during the extended period to pay Buyer an amount equal to
$7,000 for each seven (7) day period or portion thereof as a stand-by fee plus
$2,000 for each day that the temporary equipment is operated.




8.2
            Conditions
      Precedent to Obligations of Buyer




The
obligation of Buyer to consummate the transactions contemplated by this
Agreement is subject to the fulfillment, on or prior to the Closing Date, of
each of the following conditions (any or all of which may be waived by Buyer, in
whole or in part, subject to applicable law):




(a)           All
of the representations and warranties of Seller contained herein shall be true
and correct in all material respects on and as of the Closing Date, except those
representations and warranties of Seller that speak of a certain date, which
representations and warranties shall have been true and correct in all material
respects as of such date;




(b)           Seller
shall have performed and complied with in all material respects its obligations
and covenants required by this Agreement to be performed or complied with by
Seller on or prior to the Closing Date; and




(c)           Buyer
shall have been furnished with the documents referred to in Section
8.4.


11


8.3
            Conditions
      Precedent to Obligations of Seller




The
obligations of Seller to consummate the transactions contemplated by this
Agreement are subject to the fulfillment, prior to or on the Closing Date, of
each of the following conditions (any or all of which may be waived by Seller,
in whole or in part, subject to applicable law):




(a)           All
of the representations and warranties of Buyer contained herein shall be true
and correct in all material respects on and as of the Closing Date, except those
representations and warranties of Buyer that speak of a certain date, which
representations and warranties shall have been true and correct in all material
respects as of such date;




(b)           Buyer
shall have performed and complied with in all material respects all obligations
and covenants required by this Agreement to be performed or complied with by
them on or prior to the Closing Date; and




(c)           Seller
shall have been furnished with the documents referred to in Section
8.5.




8.4
            Documents
      to Be Delivered by Seller




At the
Closing, Seller shall deliver to Buyer the following:




(a)           a
certificate of an officer of Seller certifying that the closing conditions set
forth in Sections 8.2 (a) have been satisfied;




(b)           the
Assignment and Bill of Sale substantially in the form of Exhibit B and such
other instruments of conveyance necessary for the transfer of the Equipment,
duly executed by Seller; and




(c)           a
Non-Foreign Affidavit in compliance with the provisions of Treasury
Regulation § 1.1445-2(b)(2) certifying that Seller is not a foreign
person within the meaning of the Code.




8.5
            Documents
      to Be Delivered by Buyer




At the
Closing, Buyer shall deliver to Seller the following:




(a)           evidence
of the wire transfer referred to in Section 2.2(b) hereof;




(b)           a
certificate of an officer of Buyer certifying that the closing conditions set
forth in Section 8.3(a) have been satisfied; and




(c)           the
Assignment and Bill of Sale substantially in the form of Exhibit B and such
other instruments of conveyance necessary for the transfer of the Equipment,
duly executed by Buyer.


12


8.6
            Time
      and Place of Closing




The
“Closing” of the purchase and sale of the Equipment shall take place at the
facility site where the Equipment is located at 2:00 p.m., local time, on April
1, 2009 and after the conditions to Closing set forth in Sections 8.1, 8.2 and
8.3 (excluding conditions that, by their terms, cannot be satisfied until the
Closing) have been satisfied (or waived by the party entitled to waive such
condition) (as the same may be extended pursuant to the provisions of Section
8.1(b), the “Closing Date) or at such other location or time as may be agreed by
the parties.




8.7
            Failure
      of Condition.




In the
event of the failure of any condition to Closing set forth in Section 8.1 or
Section 8.2, then this Agreement shall terminate and the Deposit shall be
returned to Buyer and Seller shall pay Buyer any amounts owed pursuant to
Section 8.1(b).  In the event of the failure of any condition to
Closing set forth in Section 8.3, then this Agreement shall terminate and the
Deposit shall be retained by Seller less any amounts Seller owes to Buyer
pursuant to Section 8.1(b).




9.
            DEFAULT
      AND REMEDIES




9.1
            Events
      of Default





It shall
be an event of default if all or any of the following shall have occurred
(herein “Event of Default”):





(a)           If
either party shall default in the performance of any of the material provisions
contained in the Agreement, which default shall continue for ten (10) business
days after written notice of default to the defaulting party; or





(b)           If
any representation or warranty made by either party herein or made in any
statement or certificate furnished or required hereunder, or in connection with
the execution and delivery of this Agreement, proves untrue in any material
respect as of the date of issuance or making thereof.




9.2
              Remedies





(a)           Upon
the occurrence of an Event of Default by Seller, Buyer shall be entitled, as its
sole remedy, either (a) to receive any amounts Seller owes to Buyer under
Section 8.1(b) and the return of the Deposit and any other moneys paid by Buyer
to Seller as of the date of the Event of Default, which return shall operate to
terminate this Agreement and release Seller from any and all liability
hereunder, or (b) to enforce specific performance of Seller’s obligation to
execute the documents required to convey the Equipment to Buyer, it being
understood and agreed that the remedy of specific performance shall not be
available to enforce any other obligation of Seller hereunder.  Buyer
expressly waives its rights to seek damages upon the occurrence of an Event of
Default by Seller hereunder.  Buyer shall be deemed to have elected to
terminate this Agreement and receive any amounts Seller owes to Buyer under
Section 8.1(b), the Deposit and any other moneys paid by Buyer to Seller as of
the date of the Event of Default if Buyer fails to file suit for specific
performance against Seller in a court having jurisdiction in Kern County,
California, on or before forty five (45) days following the date upon which
Closing was to have occurred.


13





(b)           Upon
the occurrence of an Event of Default by Buyer, Seller shall be entitled to
retain the Deposit (less any amounts Seller owes to Buyer under Section 8.1(b))
as liquidated damages (the “Liquidated Damages”), which shall be the sole and
exclusive remedy and measure of damages as a result of the occurrence of an
Event of Default by Buyer.  Seller expressly waives its rights to seek
damages upon the occurrence of an Event of Default by Buyer
hereunder.  THE
PARTIES HAVE AGREED THAT SELLER’S ACTUAL DAMAGES, IN THE EVENT OF A FAILURE TO
CONSUMMATE THIS SALE DUE TO BUYER’S DEFAULT HEREUNDER, WOULD BE EXTREMELY
DIFFICULT OR IMPRACTICABLE TO DETERMINE.  AFTER NEGOTIATION, THE
PARTIES HAVE AGREED THAT, CONSIDERING ALL THE CIRCUMSTANCES EXISTING ON THE DATE
OF THIS AGREEMENT, THE AMOUNT OF THE LIQUIDATED DAMAGES IS A REASONABLE ESTIMATE
OF THE DAMAGES THAT SELLER WOULD INCUR IN SUCH EVENT.  BY PLACING
THEIR INITIALS BELOW, EACH PARTY SPECIFICALLY CONFIRMS THE ACCURACY OF THE
STATEMENTS MADE ABOVE AND THE FACT THAT EACH PARTY WAS REPRESENTED BY COUNSEL
WHO EXPLAINED, AT THE TIME THIS AGREEMENT WAS MADE, THE CONSEQUENCES OF THIS
LIQUIDATED DAMAGES PROVISION.  THE FOREGOING IS NOT INTENDED TO LIMIT
BUYER’S INDEMNITY OBLIGATIONS UNDER OTHER SECTIONS
HEREOF.




SELLER:                      ________________                                           BUYER:                      ___/s/JC_______________




10.
            MISCELLANEOUS





10.1
            Notices





Any and
all notices given, or required to be given hereunder shall be in writing and
shall be deemed to have been adequately given when received by the party to whom
such notice is being given.  Notices shall be addressed if to Buyer
to: ENERGY PARTS SOLUTIONS LLC,
Attn: Jeff Canon, 2031 Adams Road, Sedalia, Missouri 65301; and if to
Seller to: MMC MID-SUN LLC 26
Broadway, Suite 960, New York, New York 10004, Attn: Denis Gagnon,or such other address as
the respective parties hereto shall from time to time designate in writing to
the other party.





10.2
            Exhibits





All
Exhibits described in this Agreement shall be deemed to be incorporated and made
a part of this Agreement, except that if there is any inconsistency between this
Agreement and the provisions of any Exhibit, the provisions of the Exhibit shall
control.  The parties shall, from time to time prior to or at the
Closing by written agreement, supplement or amend the description of the
Equipment in this Agreement and the Exhibits to accurately and more fully
reflect the list of Equipment that is being conveyed hereunder.


14





10.3
            Captions





Caption
and section headings set forth are for convenience of reference only and shall
not in any manner be deemed to limit or restrict the context of the section to
which they relate.





10.4
            Applicable
      Law





This
Agreement is entered into and shall be governed by and interpreted in accordance
with the laws of the State of California notwithstanding its conflict of law
provisions.





10.5
            Entire
      Agreement





This
Agreement supersedes all prior understandings, representations, negotiations,
and correspondence between the parties and constitutes the entire Agreement
between the parties with respect to the transaction contemplated and shall not
in any manner be supplemented, amended or modified by any course of dealing,
course of performance or usage of trade or by any other means except by a
written instrument executed on behalf of the parties by their duly authorized
officers.





10.6
            Confidentiality





Seller
and Buyer agree to treat this Agreement and the terms hereof as confidential and
not to, without the prior written consent of the other party hereto, disclose
the terms hereof to any other person except (i) to its counsel and accountants
or other agents or professional advisors in connection with or relating to the
transactions contemplated by this Agreement, (ii) to any court, governmental
agency or instrumentality or other supervising body requesting such disclosure,
(iii) to any person as may be required by any government regulation or order
(including any regulation, request or order of a bank regulatory agency or
authority or under any disclosure requirements affecting public companies,
including, without limitation, regulations of the Securities and Exchange
Commission), law, statute, regulations, decrees, subpoenas or court orders, (iv)
its directors, officers, employees, affiliates, successors and assigns, (v) to
any banks or other financial institutions in any debt financing by or for the
benefit of Buyer or (vi) in connection with any enforcement of the terms of this
Agreement.  Seller and Buyer shall cause its officers, directors,
agents, and employees to comply with the foregoing
paragraph.  Notwithstanding the foregoing to the contrary, Seller
shall, upon reasonable prior written notice to Buyer, have the right to issue
press releases regarding this transaction.





10.7
            Further
      Assurances




Seller
and Buyer agree that from and after the Closing Date, each of them will, and
will cause their respective representatives and affiliates to execute and
deliver such further instruments of conveyance and transfer and take such other
action as may reasonably be requested by any party hereto to carry out the
purposes and intents hereof.


15


10.8
            Casualty
      Loss




If,
subsequent to the date of this Agreement and prior to the Closing, a portion of
the Equipment in excess of $10,000 is damaged or destroyed by fire or other
casualty, is taken in condemnation or under the right of eminent domain, or
proceedings for such purposes are pending or threatened (collectively, “Casualty
Loss”), Buyer shall have the option to either (a) purchase the Equipment
notwithstanding any such Casualty Loss, without reduction of the Purchase Price
or (b) terminate this Agreement without further obligation of either party
except that Buyer shall be entitled to receive any amounts Seller owes to Buyer
under Section 8.1(b) and the return of the Deposit and all other monies paid to
Seller towards the Purchase Price.  In the event of subpart (a) above
Seller shall (x) at the Closing, pay to Buyer all sums paid to Seller by
insurance companies and other third parties by reason of the Casualty Loss of
such Equipment, (y) assign, transfer and set over unto Buyer all of the right,
title and interest of Seller in and to any unpaid awards or other payments from
third parties arising therefrom, and (z) not voluntarily compromise, settle or
adjust any material amounts payable by reason of any Casualty Loss of any
portion of the Equipment without first obtaining the written consent of
Buyer.




10.9
            Expenses




Except as
otherwise set forth in this Agreement, Seller and Buyer shall each bear its own
expenses (including, without limitation, attorney’s fees) incurred in connection
with the negotiation and execution of this Agreement and each other agreement,
document and instrument contemplated by this Agreement and the consummation of
the transactions contemplated hereby and thereby.




10.10
            Submission
      to Jurisdiction




The
parties agree to unconditionally and irrevocably submit to the exclusive
jurisdiction of the federal or state courts sitting in California, and any
appellate court from any thereof, for the resolution of claim or dispute
relating to or arising under this Agreement.




10.11
            Excusable
      Delay





Neither
Seller nor Buyer shall be responsible to the other for any delay (“Excusable
Delay”) in the performance of its duties under this Agreement due to any cause
beyond its reasonable control and not occasioned by its intentional act, fault
or negligence including, but not limited to acts of God, strikes, lockout or
other industrial disturbances, acts of public enemies, orders of any kind of the
government of the United States or any state or local government or any of their
departments, agencies or officials, or any civil or military authority,
insurrections, riots, earthquake, fire, storm, adverse weather conditions,
restraint of government and people, civil disturbances, or
explosions.  Either Seller or Buyer shall promptly notify the other
when an Excusable Delay has occurred or is likely to be incurred and in each
case specify to the extent practicable the estimated extent of such
delay.  Either party may terminate this Agreement in the event the
Excusable Delay lasts more than thirty (30) days.





10.12
            Severability




If any
provision of this Agreement is invalid or unenforceable, the balance of this
Agreement shall remain in effect.


16


10.13
            Limitation
      of Liability





NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR OTHERWISE, NO PARTY HERETO (OR ITS
SUBSIDIARIES, AFFILIATES OR ASSIGNS) SHALL, UNDER ANY CIRCUMSTANCE, BE LIABLE TO
ANY OTHER PARTY (OR ITS SUBSIDIARIES, AFFILIATES OR ASSIGNS) FOR ANY
CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES CLAIMED BY
SUCH OTHER PARTY UNDER THE TERMS OF OR DUE TO ANY BREACH OF THIS AGREEMENT,
INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR INCOME, COST OF CAPITAL, OR
LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.




10.14
            Binding
      Effect; Assignment




This
Agreement shall be binding upon and inure to the benefit of the parties and
their respective successors and permitted assigns.  No assignment of
this Agreement or of any rights or obligations hereunder may be made by Seller
or Buyer (by operation of law or otherwise) without the prior written consent of
the other parties hereto and any attempted assignment without the required
consents shall be void.  Notwithstanding the foregoing, Buyer may be
entitled to assign its rights in and to this Agreement to an affiliate or
subsidiary entity without the consent of Seller, provided, that (a) the assignee
shall expressly assume all of Buyer’s obligations under this Agreement pursuant
to a written agreement in form and substance reasonably acceptable to Seller,
(b) Seller receives a copy of such assignment and assumption agreement on or
before two (2) business days prior to the Closing, and (c) the assignee shall be
deemed to have reaffirmed all of the representations and warranties of Buyer
herein.




10.15
            Counterparts




This
Agreement may be executed in any number of counterparts, each of which will be
deemed an original, but all of which together will constitute one and the same
instrument.




10.16
            Brokerage,
      Finder, Financial Advisor Fees.




In the
event the transaction contemplated by this Agreement is consummated, but not
otherwise, Seller agrees to pay to Bodington & Co. (the “Broker”) at Closing
a brokerage commission pursuant to a separate written agreement between Seller
and Broker.  Each party agrees that should any claim be made for
brokerage commissions or finder’s fees by any broker, finder or financial
advisor other than the Broker by, through or on account of any acts of said
party or its representatives, said party will indemnify and hold the other party
free and harmless from and against any and all loss, liability, cost, damage and
expense in connection therewith.  The provisions of this Section 10.16
shall survive Closing or earlier termination of this Agreement.




11.
            AFFIRMATION
      BY THE PARTIES





11.1        In
performance of its duties under this Agreement, each Party shall be expressly
prohibited from engaging directly or indirectly in any illegal, immoral or
unethical conduct.  Illegal conduct shall be that defined under the
Laws of the United States.


17





11.2           Each
Party shall comply, and require that its affiliates, agents, and employees
comply, in all respects with the United States Foreign Corrupt Practices Act,
any comparable law or regulation in any applicable jurisdiction and any
multilateral international conventions dealing with bribery and corrupt
practices, as they may be amended from time to time, regardless of whether they
are by their terms otherwise applicable to them.  Without limiting the
generality of the foregoing, no Party hereunder will use, and will require that
its respective agents, adviser, and affiliates will not use, any payment or
other benefit derived in connection with this Agreement to offer, promise or pay
any money, gift or any other thing of value to any person for the purpose of
influencing official actions or decisions affecting this Agreement or any of the
transactions contemplated hereunder in connection with the services, while
knowing or having reason to know that any portion of this money, gift or thing
will, directly or indirectly, be given, offered or promised to: (i) an employee,
officer or other person acting in an official capacity for any government or its
instrumentality; or (ii) any political party, party official or candidate for
political office.





11.3           The
Parties will not, and will require that their respective employees, agents, and
adviser will not, conduct business with or assist an entity or person owned or
controlled by, a “suspected terrorist” as defined by U.S. Executive Order
13224.





[Next
page is signature page.]


18


IN WITNESS WHEREOF, the
parties have caused this Agreement to be executed effective as of the day and
year first above written by their duly authorized officers or
representatives.





Seller:
              Buyer:MMC
      MID-SUN LLC
              ENERGY
      PARTS SOLUTIONS LLCBy:
      /s/ Denis Gagnon
              By:
      /s/ Jeff CannonTitle:
      CFO
              Title:
      CEODate:
      February 6, 2009
              Date:
      February 6, 2009


19


EXHIBIT
A





DESCRIPTION OF
EQUIPMENT





(Pictorial
description of equipment excluded)
 GEC
Turbine Generators Limited:26375 KVA 12470 VAC 1121 Amps
 Gas
Turbine Package and Inlet Filter House
 Turbine
Generator Controls & Relay Protection
 Water
Injection Skid
 Gas
Turbine and Generator Lube Storage Systems with Fin Fan Cooler
 Turbine
Water Wash System
 Hydraulic
Starter Skid
 Natural
Gas Control Skid/Valves
 Motor
Control Center for Turbine and Generator Auxiliaries
 
 Spare Parts and Additional
Misc Equipment
 1. Gen
L/oil pump /Motor
 2. “I”
Beam for pulling Gas Turbine
 3. 2 HMI
computers for Gas Turbine
 4. Spare
Filters for Hyd Start Skid, Turbine L/oil ,Gen L/oil
 5.
Generator Air Filters
 6. 2 ea
pressure switches
 7.
Accelerometer and Cable.
 8. RTD
for Turbine.
 9. T54
Harness.
 10.
Center of Gravity Lift Fixture for mounting to Turbine for removal or
Install.
 11. Spare
Water injection pump motors – Qty 2.
 12. Spare
NOx water forwarding pump
 13. Spare
Control Cards listed below:
 ABPLCK 1771IXE Thermocouple/Milliv
Lnx
 ABPLC 1771NOC High Resolution ISO
Lnx
 ABPLC 1785L40L Extended Local PLC5
Lnx
 ABPLC 1771P4R Power Supply, Redund
Lnx
 ABPLC 1771IA Input Module, 120V
lnx
 ABPLC 1771IFE Analog Input
 ABPLC 17710AD 120V Output
16
 ABPLC 1771IAD 120v AC/DC 16
inputs
 ABPLC 1771IBD Input Module 10 - 30
lnx
 ABPLC 17710BD 10/60V dc output mo
Lnx
 ABPLC 17710A 120V AC Output Modu
Lnx
 ABPLC 1771IR RTD input module, 3
lnx
 ABPLC 1771ALX local I/O ADA
LNX
 AB PLC 500 1747-L553
Processor





20


EXHIBIT
B





ASSIGNMENT AND BILL OF
SALE





THIS ASSIGNMENT AND BILL OF
SALE (“Assignment”), is
made and entered this __ day of January, 2009, from MMC MID-SUN LLC, a Delaware
limited liability company (“Assignor”), whose address is
c/o MMC Energy, Inc., 26 Broadway #960 New York, NY 10004, to ENERGY PARTS
SOLUTIONS LLC, a Missouri limited liability company (“Assignee”), whose address is
2031 Adams Road, Sedalia, Missouri 65301.





WITNESSETH:





That Assignor, for Ten Dollars ($10.00)
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, does hereby sell, transfer, assign, and convey to
Assignee, all of Assignor’s right, title and interest in and to the equipment,
machinery, and personal property listed on Exhibit A (collectively, the
“Equipment”):





TO HAVE AND TO HOLD to
Assignee, its successors and assigns, forever, subject to the terms and
conditions set forth below.





1.
            Disclaimers.





(a)           EXCEPT AS AND TO THE EXTENT EXPRESSLY
SET FORTH IN SECTION 2 (i) ASSIGNOR MAKES NO REPRESENTATIONS OR WARRANTIES,
EXPRESS, STATUTORY OR IMPLIED, AND (ii) ASSIGNOR EXPRESSLY DISCLAIMS ALL
LIABILITY AND RESPONSIBILITY FOR ANY REPRESENTATION, WARRANTY, STATEMENT OR
INFORMATION MADE OR COMMUNICATED (ORALLY OR IN WRITING) TO ASSIGNEE OR ANY OF
ITS AFFILIATES, EMPLOYEES, AGENTS, CONSULTANTS OR REPRESENTATIVES (INCLUDING,
WITHOUT LIMITATION, ANY OPINION, INFORMATION, PROJECTION OR ADVICE THAT MAY HAVE
BEEN PROVIDED TO ASSIGNEE BY ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, CONSULTANT,
REPRESENTATIVE OR ADVISOR OF ASSIGNOR OR ANY OF ITS AFFILIATES).  IN
PARTICULAR AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, ASSIGNOR
EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR
IMPLIED, AS TO (i) THE MAINTENANCE, REPAIR, CONDITION, QUALITY, SUITABILITY,
DESIGN OR MARKETABILITY OF THE EQUIPMENT, (ii) THE CONTENT, CHARACTER OR NATURE
OF ANY INFORMATION MEMORANDUM, REPORTS, BROCHURES, CHARTS OR STATEMENTS PREPARED
BY ASSIGNOR OR THIRD PARTIES WITH RESPECT TO THE EQUIPMENT, (iii) ANY OTHER
MATERIALS OR INFORMATION THAT MAY HAVE BEEN MADE AVAILABLE TO ASSIGNEE OR ITS
AFFILIATES, OR ITS OR THEIR EMPLOYEES, AGENTS, CONSULTANTS, REPRESENTATIVES OR
ADVISORS IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS ASSIGNMENT AND
BILL OF SALE OR ANY DISCUSSION OR PRESENTATION RELATING THERETO, AND (iv) ANY
IMPLIED OR EXPRESS WARRANTY OF FREEDOM FROM PATENT OR TRADEMARK
INFRINGEMENT.  EXCEPT AS EXPRESSLY SET FORTH IN SECTION 2, ASSIGNOR
FURTHER DISCLAIMS ANY REPRESENTATION OR WARRANTY, EXPRESS, STATUTORY OR IMPLIED,
OF MERCHANTABILITY, FREEDOM FROM LATENT VICES OR DEFECTS, FITNESS FOR A
PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS OF ANY
ASSETS, RIGHTS OF A PURCHASER UNDER APPROPRIATE STATUTES TO CLAIM DIMINUTION OF
CONSIDERATION OR RETURN OF THE PURCHASE PRICE, IT BEING EXPRESSLY UNDERSTOOD AND
AGREED BY THE PARTIES HERETO THAT ASSIGNEE SHALL BE DEEMED TO BE OBTAINING THE
EQUIPMENT IN ITS PRESENT STATUS, CONDITION AND STATE OF REPAIR, “AS IS” AND
“WHERE IS” WITH ALL FAULTS OR DEFECTS (KNOWN OR UNKNOWN, LATENT, DISCOVERABLE OR
UNDISCOVERABLE), AND THAT ASSIGNEE HAS MADE OR CAUSED TO BE  MADE SUCH
INSPECTIONS AS ASSIGNEE DEEMS APPROPRIATE.AS PART OF THE PROVISIONS OF THIS
SECTION 1(a), BUT NOT AS A LIMITATION THEREON, BUYER HEREBY AGREES, REPRESENTS
AND WARRANTS THAT THE MATTERSRELEASED HEREIN ARE NOT LIMITED TO
MATTERS WHICH ARE KNOWN OR DISCLOSED, AND BUYER HEREBY WAIVES ANY AND ALL RIGHTS
AND BENEFITS WHICH IT NOW HAS, OR IN THE FUTURE MAY HAVE CONFERRED UPON IT, BY
VIRTUE OF THE PROVISIONS OF FEDERAL, STATE OR LOCAL LAW, RULES OR REGULATIONS, INCLUDING, WITHOUT
LIMITATION, SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA, WHICH
PROVIDES AS FOLLOWS:


21


A
GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR
SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH
IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH
THE DEBTOR.




Seller
and Buyer acknowledge that the compensation to be paid to Seller for the
Equipment has been decreased to take into account that the Equipment is being
sold subject to the provisions of this Section 1(a).





(b)   Assignor and
Assignee agree that, to the extent required by applicable law to be effective,
the disclaimers of certain representations and warranties contained in this
Section 1 are “conspicuous” disclaimers for the purpose of any applicable
law.





2.          
Further
Agreements.  Assignor and Assignee agree that the transfer and
assignment of the Equipment is conditioned upon the following agreements between
the parties:





(a)   The Equipment
shall be removed by Assignee at Assignee’s sole risk and cost within one (1)
month after the execution of this Assignment unless prohibited from doing so due
to an excusable delay.  Buyer agrees to pay Seller $200 per day as
storage fees for any Equipment not so removed within such time period unless
prior arrangements are made or the parties agree otherwise.


22





(b)   All hazardous
materials contained in any of the Equipment, like battery backup systems, will
be properly removed and disposed of by licensed companies hired by Assignee that
specialize in handling and disposing of such materials.  Assignee
shall not be responsible for removing any concrete pads or foundations and shall
not be responsible for any hazardous materials at or below the surface unless
resulting from the work of Assignee.  Assignor agrees to cooperate
with Assignee and provide all reasonable assistance in relation to Assignee
removing the Equipment and performing the work at the site.





(c)   Assignor shall
provide Assignee and/or its designated contractors access to the site during the
time period set forth in Section 2(a) for purposes of allowing Assignee to
fulfill its obligations under this Section 2.  Assignee agrees to
indemnify and hold harmless Assignor, its working interest partners, contractors
or subcontractors and the employees, officers, directors of any of them for all
claims, damages (including reasonable attorney’s fees) and causes of action
arising out of the negligence of Assignee’s (or its contractors’ or
subcontractors’) while on the site for any purpose contemplated by this
Assignment, including but not limited to inspection, deconstruction, removal and
transportation of the Equipment and restoration of the site.  Assignee
agrees to provide proof of Assignee’s insurance to support its indemnity
obligations under this Section 2(c).  Assignor agrees to indemnify and
hold harmless Assignee, its contractors or subcontractors and the employees,
officers, directors of any of them for all claims, damages (including reasonable
attorney’s fees) and causes of action arising out of the negligence of Assignor
(or its contractors’ or subcontractors’) while Assignee is on the site for any
purpose contemplated by this Assignment, including but not limited to
inspection, deconstruction, removal and transportation of the Equipment and
restoration of the site.





(d)  Seller hereby represents
and warrants to Buyer that as of the date hereof Seller has and hereby conveys
to Buyer full legal, marketable and beneficial title to the Equipment, free and
clear of any and all security interests, liens, claims, charges or encumbrances
of any nature whatsoever.





3.
            Miscellaneous.





(a)   This
Assignment shall be governed by and interpreted in accordance with the laws of
the State of California, without regard to any conflicts of law rule that would
direct application of the laws of another jurisdiction.  The parties
agree to unconditionally and irrevocably submit to the exclusive jurisdiction of
the federal or state courts sitting in California, and any appellate court from
any thereof, for the resolution of claim or dispute relating to or arising under
this Assignment.




(b)   Assignor and
Assignee agree that from and after the date hereof, each of them will, and will
cause their respective representatives and affiliates to execute and deliver
such further instruments of conveyance and transfer and take such other action
as may reasonably be requested by any party hereto to carry out the purposes and
intents hereof.


23





(c)   NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THIS ASSIGNMENT OR OTHERWISE, NO PARTY HERETO (OR
ITS SUBSIDIARIES, AFFILIATES OR ASSIGNS) SHALL, UNDER ANY CIRCUMSTANCE, BE
LIABLE TO ANY OTHER PARTY (OR ITS SUBSIDIARIES, AFFILIATES OR ASSIGNS) FOR ANY
CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES CLAIMED BY
SUCH OTHER PARTY UNDER THE TERMS OF OR DUE TO ANY BREACH OF THIS ASSIGNMENT,
INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR INCOME, COST OF CAPITAL, OR
LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.





[Next
page is signature page.]


24


IN WITNESS WHEREOF, the
parties have caused this Assignment to be executed effective as of the day and
year first above written by their duly authorized officers or
representatives.





Assignor:
                            
                            Assignee:MMC
      MID-SUN LLC
                            
                            ENERGY
      PARTS SOLUTIONS LLCBy:
                            
                            
                            By:Title:
                            
                            
                            Title:Date:
                            
                            
                            Date:


25


EXHIBIT
A


TO


ASSIGNMENT
AND BILL OF SALE





DESCRIPTION
OF EQUIPMENT


26