Final
Execution Version

    


    CONVEYANCE AND CONTRIBUTION
AGREEMENT

    


    This
CONVEYANCE AND CONTRIBUTION AGREEMENT (the “Agreement”) dated as
of October 6, 2008 (the “Effective Date”), is
entered into by and among Higher Power Energy, LLC, a Texas limited liability
company (“Higher
Power”), Perpetual Energy Ltd., a United Kingdom private limited company
(“Perpetual”),
Higher Perpetual Energy, LLC, a Texas limited liability company (“Higher Perpetual”),
DeWind SWI Wind Farms, LLC, a Delaware limited liability company (“Company”),
LittlePringle1, LLC, a Delaware limited liability company (“LP1 Sub”),
LittlePringle2, LLC, a Delaware limited liability company (“LP2 Sub”),
BigPringle, LLC, a Delaware limited liability company (“Big Pringle Sub”),
PD1, LLC, a Delaware limited liability company (“PD1 Sub”), DeWind
Energy Development Company, LLC, a Nevada limited liability company (“DeWind”), and DeWind,
Inc., a Nevada corporation (“DeWind,
Inc.”).

     

    RECITALS

     

    WHEREAS,
DeWind, Inc., is the sole member of DeWind;

     

    WHEREAS,
DeWind and Higher Perpetual have hereto formed the Company pursuant to the
limited liability company agreement between such parties dated on or about the
Effective Date (the “LLC Agreement”) for
the purpose of serving as the sole initial holder of 100% of the limited
liability company interest in each of LP1 Sub, LP2 Sub, Big Pringle Sub and PD1
Sub (each, a “Sub”, and
collectively, the “Subs”);

     

    WHEREAS,
Higher Power and Perpetual have hereto formed Higher Perpetual pursuant to the
company agreement of Higher Perpetual, dated as of July 27, 2007, by Higher
Power and Perpetual;

     

    WHEREAS,
the Company has established the Subs for the purpose of erecting, owning and
operating Wind Farms;

     

    WHEREAS,
Higher Power and its Affiliates hold the rights to the Assets and Leases and the
Tax Abatement Agreement I and the Tax Abatement Agreement II, and Higher Power
wishes to assign and cause the assignment of the Assets and Leases and the Tax
Abatement Agreement I and the Tax Abatement Agreement II to the Subs as set
forth herein on behalf of the Company and on behalf of Higher Perpetual and
Perpetual wishes to assign to the Company cash on behalf of Higher Perpetual as
a contribution by Higher Perpetual to the capital of the Company;

     

    WHEREAS,
DeWind, Inc., on behalf of DeWind, wishes to contribute a portion of the DW
Contribution to the Subs as set forth herein on behalf of the Company and
balance of the DW Contribution to the Company as set forth herein as a
contribution by DeWind to the capital of the Company; and

     

    WHEREAS,
no later than the Effective Date, Higher Power, on behalf of the Company and
Higher Perpetual as noted above, will execute and deliver to the applicable Sub
a Lease Assignment assigning the Leases applicable to each such Sub, and cause
the delivery of the Tax Abatement Assignment I and Pringle Wind I Assignment to
the LP1 Sub, and cause the delivery of the Tax Abatement Assignment II and
Pringle Wind II Assignment to the LP2 Sub;

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    NOW,
THEREFORE, in consideration of the foregoing, the mutual promises and agreements
hereinafter contained and other good and valuable consideration, the receipt and
sufficiency of which the parties hereto hereby acknowledge, the undersigned
hereby agree as follows:

     

    ARTICLE  1: 
Definitions and
Interpretation

     

    1.1           Definitions.  Unless
otherwise defined herein, all capitalized terms have the meanings assigned
thereto in the LLC Agreement.  The following capitalized terms shall
have the meanings given below:

     

    (a)    
      “Affiliate” means with
respect to any Person, any other Person Controlling, Controlled by, or under
common Control with that first Person.  Notwithstanding the foregoing,
neither (i) the Company nor the Subs shall be considered an Affiliate of DeWind
or Higher Perpetual, nor (ii) Perpetual or Higher Perpetual shall be considered
an Affiliate of Higher Power, for purposes of this Agreement.

     

    (b)          
“Agreement” has
the meaning set forth in the preamble hereto, and includes the preamble,
recitals and exhibits hereto.

     

    (c)        
  “Assets” means
collectively the LP1 Assets, LP2 Assets, Big Pringle Assets and PD1
Assets.

     

    (d)         
 “Big Pringle
Assets” means the items set forth in section 1 of Exhibit A hereto and
any and all other Wind Resource Data, Books and Records, Contracts, Permits,
Reports and any other properties, assets and rights of any kind, whether
tangible or intangible, real or personal, owned or hereafter acquired by Higher
Power or its Affiliates and which are related to the Big Pringle Leases or the
Wind Farm to be developed on the real estate subject to the Big Pringle Leases,
including any and all communications, correspondence, and business dealings
regarding the Big Pringle Assets, sent by Higher Power, Higher Perpetual or
Perpetual to the Company, DeWind or DeWind, Inc., or their respective agents or
representatives.

     

    (e)         
 “Big Pringle
Assignment” means the Assignment and Assumption Agreement between Higher
Power and the Big Pringle Sub dated on or about the Effective Date under which
Higher Power assigns the Big Pringle Leases to the Big Pringle Sub.

     

    (f)          
 “Big Pringle
Leases” means the leases and options set forth in Exhibit A to the Big
Pringle Assignment.

     

    (g)         
 “Big Pringle
Sub” has the meaning set forth in the preamble hereto.

     

    (h)          
“Books and
Records” means any and all data, reports, external, non-attorney
privileged correspondence, maps, surveys and other business
records.

     

    
      
         

      

      
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    (i)           
“Commissioners
Court” means the Commissioners Court of Hutchinson County,
Texas.

     

    (j)          
 “Company”
has the meaning set forth in the preamble hereto.

     

    (k)           “Contracts” means any
agreements, whether written or oral, entered into by Higher Power or its
Affiliates, including any interconnection agreements.

     

    (l)           
“Control”,
“Controlling”,
or “Controlled”
means the possession, directly or indirectly and whether acting alone or in
conjunction with others, of the authority to direct or cause the direction of
the management or policies of a Person, whether through the ownership of voting
securities, by contract, or otherwise.

     

    (m)          “DeWind” has the
meaning set forth in the preamble hereto.

     

    (n)       
   “DeWind, Inc.” has the
meaning set forth in the preamble hereto.

     

    (o)      
    “DW Contribution”
means the purchase orders and related rights described on Exhibit B hereto and
any other properties, assets and rights of any kind, whether tangible or
intangible, real or personal, owned or hereafter acquired by DeWind or its
Affiliates and which are related to such assets, the contribution to the Company
of $870,000 described in Section 2.4(b) and
its agreement to contribute cash in the amount of, or property valued at,
$1,184,122.

     

    (p)          “Effective Date” has
the meaning set forth in the preamble hereto.

     

    (q)        
  “Governmental
Authority” means any federal, state, local or other governmental,
judicial, public or statutory instrumentality, tribunal, agency, authority, body
or entity, or any political subdivision thereof having legal jurisdiction over
the matter or Person in question.

     

    (r)        
   “Guidelines” means the
Guidelines and Criteria of the Commissioners Court of Hutchinson County, Texas,
for Granting Tax Abatement in Reinvestment Zones Created in Hutchinson County,
Texas, adopted by the Commissioners Court.

     

    (s)           “Higher Perpetual” has
the meaning set forth in the preamble hereto.

     

    (t)       
    “Higher Power” has the
meaning set forth in the preamble hereto.

     

    (u)     
     “Laws” means any and
all laws, statutes, ordinances, rules or regulations promulgated by a
Governmental Authority, orders of a Governmental Authority, judicial decisions,
decisions of arbitrators or determinations of any Governmental Authority or
court.

     

    (v)      
    “Lease Assignments”
means collectively the LP1 Assignment, LP2 Assignment, Big Pringle Assignment
and PD1 Assignment, and “Lease Assignment”
means any of such Lease Assignments individually.

     

    
      
         

      

      
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    (w)          “Leases” means
collectively the LP1 Leases, LP2 Leases, Big Pringle Leases and PD1 Leases, and
“Lease” means
any of such Leases individually.

     

    (x)           “LLC Agreement” has
the meaning set forth in the recitals hereto.

     

    (y)           “LP1 Assets” means the
items set forth in section 2 of Exhibit A hereto and
any and all other Wind Resource Data, Books and Records, Contracts, Permits,
Reports and any other properties, assets and rights of any kind, whether
tangible or intangible, real or personal, owned or hereafter acquired by Higher
Power or its Affiliates and which are related to the LP1 Leases or the Wind Farm
to be developed on the real estate subject to the LP1 Leases, including any and
all communications, correspondence, and business dealings regarding the LP1
Assets, sent by Higher Power, Higher Perpetual or Perpetual to the Company,
DeWind or DeWind, Inc., or their respective agents or
representatives.

     

    (z)           “LP1 Assignment” means
the Assignment and Assumption Agreement between Higher Power and the LP1 Sub
dated on or about the Effective Date under which Higher Power assigns the LP1
Leases to the LP1 Sub.

     

    (aa)         “LP1 Leases” means the
leases and options set forth in Exhibit A to the LP1
Assignment.

     

    (bb)        “LP1 Sub” has the
meaning set forth in the preamble hereto.

     

    (cc)         “LP2 Assets” means the
items set forth in section 3 of Exhibit A hereto and
any and all other Wind Resource Data, Books and Records, Contracts, Permits,
Reports and any other properties, assets and rights of any kind, whether
tangible or intangible, real or personal, owned or hereafter acquired by Higher
Power or its Affiliates and which are related to the LP2 Leases or the Wind Farm
to be developed on the real estate subject to the LP2 Leases, including any and
all communications, correspondence, and business dealings regarding the LP2
Assets, sent by Higher Power, Higher Perpetual or Perpetual to the Company,
DeWind or DeWind, Inc., or their respective agents or
representatives.

     

    (dd)        “LP2 Assignment” means
the Assignment and Assumption Agreement between Higher Power and the LP2 Sub
dated on or about the Effective Date under which Higher Power assigns the LP2
Leases to the LP2 Sub.

     

    (ee)         “LP2 Leases” means the
leases and options set forth in Exhibit A to the LP2
Assignment.

     

    (ff)          “LP2 Sub” has the
meaning set forth in the preamble hereto.

     

    (gg)           “PD1 Assets” means the
items set forth in section 4 of Exhibit A hereto and
any and all other Wind Resource Data, Books and Records, Contracts, Permits,
Reports and any other properties, assets and rights of any kind, whether
tangible or intangible, real or personal, owned or hereafter acquired by Higher
Power or its Affiliates and which are related to the PD1 Leases or the Wind Farm
to be developed on the real estate subject to the PD1 Leases, including any and
all communications, correspondence, and business dealings regarding the PD1
Assets, sent by Higher Power, Higher Perpetual or Perpetual to the Company,
DeWind or DeWind, Inc., or their respective agents or
representatives.

     

    
      
         

      

      
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    (hh)        “PD1 Assignment” means
the Assignment and Assumption Agreement between Higher Power and the PD1 Sub
dated on or about the Effective Date under which Higher Power assigns the PD1
Leases to the PD1 Sub.

     

    (ii)           “PD1 Leases” means the
leases and options set forth in Exhibit A to the PD1
Assignment.

     

    (jj)           “PD1 Sub” has the
meaning set forth in the preamble hereto.

     

    (kk)         “Permits” means (i)
all licenses, consents, certificates (including permanent unconditional
certificates of occupancy), approvals, permits and any authorizations or any
sort whatsoever by or from any Governmental Authority, including any
certificates of need, provider numbers and accreditation, and (ii) any
applications filed or pending for the foregoing, including interconnection
applications.

     

    (ll)           “Perpetual” has the
meaning set forth in the preamble hereto.

     

    (mm)       “Person” means any
individual, corporation, company, voluntary association, partnership, joint
venture, trust, unincorporated organization or any Governmental
Authority.

     

    (nn)        “Pringle Wind I” means
Pringle Wind I, LLC, a Texas limited liability company.

     

    (oo)        “Pringle Wind I
Assignment” means the Assignment Agreement between Pringle Wind I and LP2
Sub, dated on or about the Effective Date, under which Pringle Wind I assigns
all of its rights under the LP2 Assets to the LP2 Sub.

     

    (pp)        “Pringle Wind II”
means Pringle Wind II, LLC, a Texas limited liability company.

     

    (qq)        “Pringle Wind II
Assignment” means the Assignment Agreement between Pringle Wind II and
LP1 Sub, dated on or about the Effective Date, under which Pringle Wind II
assigns all of its rights under the LP1 Assets to the LP1 Sub.

     

    (rr)          “Reports” means any
and all reports and studies prepared by or for Higher Power or its
Affiliates.

     

    (ss)         “Subs” has the meaning
set forth in the recitals hereto.

     

    (tt)          “Tax Abatement Agreement
I” means the tax abatement agreement dated August 25, 2008, between
Hutchinson County, Texas, acting through the Commissioners Court, and Pringle
Wind I, LLC.

     

    
      
         

      

      
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    (uu)        “Tax Abatement Agreement
II” means the tax abatement agreement dated August 25, 2008, between
Hutchinson County, Texas, acting through the Commissioners Court, and Pringle
Wind II, LLC.

     

    (vv)        “Tax Abatement Assignment
I” means the Assignment and Assumption Agreement between Pringle Wind I
and the LP2 Sub and to be acknowledged and to be consented to by Hutchinson
County, Texas, acting through the Commissioners Court, expected no later than 60
days after the Effective Date, under which Pringle Wind I assigns all of its
rights under the Tax Abatement Agreement I to the LP2 Sub.

     

    (ww)       “Tax Abatement Assignment
II” means the Assignment and Assumption Agreement between Pringle Wind II
and the LP1 Sub and to be acknowledged and to be consented to by Hutchinson
County, Texas, acting through the Commissioners Court, expected no later than 60
days after the Effective Date under which Pringle Wind II assigns all of its
rights under the Tax Abatement Agreement II to the LP1 Sub.

     

    (xx)         
“Wind Resource
Data” means any and all wind data obtained by Higher Power or its
Affiliates.

     

    1.2           Interpretation.  Unless
otherwise expressly provided or unless required by the context in which any term
appears:

     

    (a)           the
singular shall include the plural and the plural shall include the
singular;

     

    (b)           references
to “Articles”,
“Sections” or
“Exhibits”
shall be to articles, sections or exhibits of this Agreement;

     

    (c)           the
words “herein”,
“hereof” and
“hereunder”
shall refer to this Agreement as a whole and not to any particular section or
subsection of this Agreement;

     

    (d)           references
to any agreement, document or instrument shall mean a reference to such
agreement, document or instrument as the same may be amended, modified,
supplemented or replaced from time to time;

     

    (e)           the
use of the word “including” in this
Agreement to refer to specific examples shall be construed to mean “including,
without limitation” or “including but not limited to” and shall not be construed
to mean that the examples given are an exclusive list of the topics covered;
and

     

    (f)           references
to all applicable Laws shall mean a reference to such applicable Laws as the
same may be amended, modified, supplemented or restated and be in effect from
time to time, including rules and regulations promulgated
thereunder.

     

    ARTICLE  2:  Contributions and
Consideration

     

    2.1           Higher Power’s
Contribution.  Higher Power, on behalf of Higher Perpetual as a
capital contribution to the Company and on behalf of the Company as a capital
contribution to the appropriate Sub, hereby grants, contributes, bargains,
sells, conveys, assigns, transfers, sets over and delivers to:

     

    
      
         

      

      
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    (a)           the
LP1 Sub, its successors and assigns, for its and their own use forever, all
right, title and interest of Higher Power in and to the LP1 Assets and the LP1
Leases and shall deliver to the LP1 Sub the LP1 Assignment in exchange for the
consideration stated in Section 2.5 and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and the LP1 Sub hereby accepts the LP1 Assets and LP1 Leases on
behalf of the Company as a contribution to the capital of the Company, and the
Company hereby acknowledges such contribution as a contribution to the capital
of the Company;

     

    (b)           the
LP2 Sub, its successors and assigns, for its and their own use forever, all
right, title and interest of Higher Power in and to the LP2 Assets and the LP2
Leases and shall deliver to the LP2 Sub the LP2 Assignment in exchange for the
consideration stated in Section 2.5 and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and the LP2 Sub hereby accepts the LP2 Assets and the LP2 Leases
on behalf of the Company as a contribution to the capital of the Company, and
the Company hereby acknowledges such contribution as a contribution to the
capital of the Company;

     

    (c)           the
Big Pringle Sub, its successors and assigns, for its and their own use forever,
all right, title and interest of Higher Power in and to the Big Pringle Assets
and the Big Pringle Leases and shall deliver to the Big Pringle Sub the Big
Pringle Assignment in exchange for the consideration stated in Section 2.5 and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and the Big Pringle Sub hereby accepts the Big Pringle Assets and
Big Pringle Leases on behalf of the Company as a contribution to the capital of
the Company, and the Company hereby acknowledges such contribution as a
contribution to the capital of the Company; and

     

    (d)           the
PD1 Sub, its successors and assigns, for its and their own use forever, all
right, title and interest of Higher Power in and to the PD1 Assets and the PD1
Leases and shall deliver to the PD1 Sub the PD1 Assignment in exchange for the
consideration stated in Section 2.5 and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and the PD1 Sub hereby accepts the PD1 Assets and PD1 Leases on
behalf of the Company as a contribution to the capital of the Company, and the
Company hereby acknowledges such contribution as a contribution to the capital
of the Company,

     

    and
Higher Perpetual and Perpetual hereby agree that they shall procure the grant,
contribution, bargain, sale, conveyance, assignment, transfer, set over and
delivery to be made by Higher Power as set forth in Sections 2.1 (a)
through (d)
above.  In furtherance of this Section 2.1, Higher
Power shall deliver the Lease Assignments to the Subs no later than the
Effective Date.

     

    2.2           Perpetual’s
Contribution.  Perpetual, on behalf of Higher Perpetual as a
capital contribution to the Company, hereby grants, contributes, bargains,
sells, conveys, assigns, transfers, sets over and delivers to the Company
$87,500.

     

    
      
         

      

      
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    2.3           Deliverables of Higher
Power’s Affiliates.  Higher Power shall cause:

     

    (a)           Pringle
Wind I to execute and deliver to the LP2 Sub (i) the Tax Abatement Assignment I,
and to use commercially reasonable efforts to cause the Tax Abatement Assignment
I to be duly executed and agreed to by the Commissioners Court, no later than 60
days after the Effective Date and (ii) the Pringle Wind I Assignment no later
than the Effective Date; and

     

    (b)           Pringle
Wind II to execute and deliver to the LP1 Sub (i) the Tax Abatement Assignment
II, and to use commercially reasonable efforts to cause the Tax Abatement
Assignment II to be duly executed and agreed to by the Commissioners Court, no
later than 60 days after the Effective Date and (ii) the Pringle Wind II
Assignment no later than the Effective Date.

     

    2.4           DeWind’s
Contribution.  DeWind, Inc., on behalf of DeWind as a capital
contribution to the Company and on behalf of the Company as a capital
contribution to the appropriate Sub, hereby grants, contributes, bargains,
sells, conveys, assigns, transfers, sets over and delivers to

     

    (a)           LP1
Sub, its successors and assigns, for its and their own use forever, that portion
of the DW Contribution designated on Exhibit B to be
contributed to LP1 Sub, subject to obtaining any necessary
consents;

     

    (b)           the
Company, its successors and assigns, for its and their own use forever, cash in
an amount valued at $870,000; and

     

    (c)           the
Company, its successors and assigns, for its and their own use forever, its
commitment to make the balance of the DW Contribution as and when the Management
Committee of the Company requests;

     

    in
exchange for the consideration stated in Section 2.6 and other
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and the Company hereby accepts the DW Contribution as a
contribution to the capital of the Company.

     

    2.5           Higher Perpetual’s
Consideration for Contributions.  In consideration for the
contribution of the Assets and Leases to the Subs on behalf of the Company and
the execution and delivery of the Lease Agreements, the Tax Abatement Assignment
I, the Tax Abatement Assignment II, the Pringle Wind I Assignment and Pringle
Wind II Assignment and the contribution by Perpetual pursuant to Section 2.2, the
Company hereby (a) issues, grants, contributes, bargains, sells, conveys,
transfers, sets over and delivers to Higher Perpetual an interest in the Company
as described in the LLC Agreement and (b) executes and delivers to Higher
Perpetual the Developer Agreement dated as of the Effective Date by and among
Perpetual, Higher Power, Higher Perpetual, the Company and DeWind.

     

    2.6           DeWind’s Consideration for
Contributions.  In consideration for the contribution of the DW
Contribution to LP1 Sub and the Company, the Company hereby issues, grants,
contributes, bargains, sells, conveys, transfers, sets over and delivers to
DeWind an interest in the Company as described in the LLC
Agreement.

     

    
      
         

      

      
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    2.7           Company’s Allocation of the
Initial Capital Contribution.  The Company shall allocate the
initial capital contributed to the Subs among the Subs and the Company in the
manner determined by unanimous consent of the Management Committee of the
Company.

     

    ARTICLE  3:  Representations and
Warranties

     

    3.1           Higher Power’s
Representations and Warranties.  Higher Power represents and
warrants to DeWind, the Company and each of the Subs as follows:

     

    (a)           Higher
Power and its Affiliates have good and marketable title to the Assets and Leases
free and clear of any liens, claims or other encumbrances, other than Permitted
Encumbrances (as defined in the Developer Agreement), and this Agreement, the
Lease Assignments, the Tax Abatement Assignment I, upon the consent of
Hutchinson County, Texas, acting through the Commissioners Court, the Tax
Abatement Assignment II, upon the consent of Hutchinson County, Texas, acting
through the Commissioners Court, the Pringle Wind I Assignment and Pringle Wind
II Assignment are effective to convey to the respective Subs the Assets and
Leases and all title and interest thereto.

     

    (b)           None
of Higher Power or any of its Affiliates has entered into any other contracts,
subleases (written or oral), licenses, or other agreements concerning a
conveyance of all rights, titles, interest, or privileges of Higher Power or any
of its Affiliates under any Lease.

     

    (c)           There
is no action, suit, proceeding, inquiry or investigation pending or threatened
by or before any court or Governmental Authority against Higher Power or any of
its Affiliates that would prevent or hinder the performance by Higher Power of
its obligations under this Agreement or the consummation of the transactions
contemplated hereby.

     

    (d)           None
of Higher Power or any of its Affiliates has received any written notice from
any Governmental Authority or quasigovernmental agency requiring the correction
of any condition with respect to the real estate subject to the Leases, or any
part thereof, by reason of a violation of any Law.  Higher Power shall
advise DeWind, the Company and the applicable Sub promptly of any such notice
received by Higher Power or any of its Affiliates of any such
violation.

     

    (e)           None
of Higher Power or any of its Affiliates is in default upon the terms of any
Lease.  No lessor of a Lease has accused Higher Power or any of its
Affiliates, orally or in writing, of being in default upon a
Lease.  Higher Power agrees to promptly notify DeWind, the Company and
the applicable Sub in the event Higher Power or any of its Affiliates is
accused, orally or in writing, of any default upon the terms and conditions of a
Lease.

     

    (f)           None
of Higher Power or any of its Affiliates has declared or accused any lessor of a
Lease of being in default.  Higher Power agrees to promptly notify
DeWind, the Company and the applicable Sub in the event Higher Power or any of
its Affiliates declares or accuses any lessor of a Lease as being in
default.

     

    
      
         

      

      
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    (g)           Higher
Power shall remain current and in compliance with all rents, payment
obligations, and duties required pursuant to each Lease until such time as
Higher Power’s rights and all rights of all Affiliates of Higher Power under a
Lease are conveyed to the applicable Sub.

     

    (h)          
Higher Power shall, at Higher Power’s expense, cure or cause the cure of any
event of Higher Power’s default and the default of any Affiliate of Higher Power
upon a Lease, provided such event of default arises prior to Higher Power’s
conveyance of such Lease and the conveyance of all the rights and interests of
any such Affiliate to the applicable Sub.

     

    (i)          
 Higher Power’s grant, contribution, bargain, sale, conveyance, assignment,
transfer, set over and delivery of an Asset or a Lease does not and will not
constitute a breach of Higher Power’s obligations under such Asset or Lease or
any other agreement.

     

    (j)          
 Pringle Wind I has duly executed and delivered the Tax Abatement Agreement
I in accordance with the Guidelines.

     

    (k)          
Pringle Wind II has duly executed and delivered the Tax Abatement Agreement II
in accordance with the Guidelines.

     

    3.2           Representations and
Warranties - All Parties.  Each party hereto represents and
warrants to each other party hereto as follows:

     

    (a)           Such
party hereto is duly organized and validly existing under the laws of its state
of incorporation or formation (as applicable).

     

    (b)           Such
party hereto is qualified to do business and is in good standing in the State of
Texas.

     

    (c)           Such
party hereto has full legal right, power and authority to enter into this
Agreement and to consummate the transactions contemplated herein.

     

    (d)           Each
of the Persons executing this Agreement on behalf of such party hereto is
authorized to do so.

     

    (e)           This
Agreement constitutes a legal, valid and binding obligation of such party
hereto, enforceable in accordance with its terms.

     

    3.3           Perpetual’s Representation
and Warranty.  Perpetual represents and warrants to DeWind, the
Company and each of the Subs that none of Perpetual or any of its Affiliates has
any right or interest in the Leases, Assets or any other property related to the
Wind Farms intended to be developed on the real estate subject to the
Leases.

     

    ARTICLE  4:  Title
Matters

     

    4.1           Subrogation.  The
contribution of Assets and Leases made under Section 2.1 is made
with full rights of substitution and subrogation of the Subs and all Persons
claiming by, through and under the applicable Sub to the extent assignable, in
and to all covenants and warranties by the predecessors-in-title of Higher Power
and its Affiliates, and with full subrogation of all rights accruing under
applicable statutes of limitation and all rights of action of warranty against
all former owners of the Assets and Leases other than predecessors in
title.

     

    
      
         

      

      
        - 10 -

        
          

        

      

      
         

      

    

     

    ARTICLE  5:  Further
Assurances

     

    5.1           Higher Power
Assurances.  From time to time after the Effective Date, and
without any further consideration, Higher Power shall (and shall cause its
Affiliates to) execute, acknowledge and deliver all such additional deeds,
assignments, conveyances, instruments, notices, releases, acquittances and other
documents, and will do all such other acts and things, all in accordance with
applicable Laws, as may be necessary or appropriate more fully to (i) assure
each Sub and its successors and assigns of all the properties, rights, titles,
interests, estates, remedies, powers and privileges by this Agreement granted to
each such Sub or intended so to be, and (ii) ensure all Leases presented by
Higher Power to the Subs in accordance with this Agreement are in a form in all
material respects that is reasonably acceptable to DeWind, the Company and the
applicable Sub.

     

    5.2           General
Assurances.  From time to time after the date hereof, and
without any further consideration, each party hereto shall (and in the case of
Higher Power and Perpetual shall cause its respective Affiliates to) execute,
acknowledge and deliver all such additional instruments, notices and other
documents, and will do all such other acts and things, all in accordance with
applicable Laws, as may be necessary or appropriate more fully and effectively
to carry out the purposes and intent of this Agreement.

     

    ARTICLE  6:  Limited Power of
Attorney

     

    6.1           Higher Power’s Grant of
Power of Attorney.  Higher Power hereby constitutes and
appoints the Company and each Sub as attorney-in-fact of each of Higher Power
and its Affiliates for it and in its name, place and stead, to execute and
deliver assignments, deeds and other documents regarding the Assets and Leases,
and to take actions regarding the Assets and Leases, as may be necessary for the
limited purpose of vesting in the Company and the Subs title to the Assets and
Leases as contemplated by this Agreement.  Notwithstanding the
foregoing, this limited power of attorney shall not confer any rights on any
Person regarding any property or other matter that is not the Assets and Leases
or is not intended to be conveyed to the Company or the Subs
hereunder.  Higher Power hereby declares that this appointment is
coupled with an interest and shall be irrevocable.

     

    ARTICLE  7:  Miscellaneous

     

    7.1           Costs.  The
Company shall pay all sales, use and similar taxes arising out of the
contributions, conveyances and deliveries to be made or to be caused to be made
hereunder by it and its Affiliates and shall pay all documentary, filing,
recording, transfer, deed and conveyance taxes and fees required in connection
therewith.

     

    7.2           Successors and
Assigns.  This Agreement shall be binding upon and inure to the
benefit of the parties signatory hereto and their respective successors and
assigns.

     

    
      
         

      

      
        - 11 -

        
          

        

      

      
         

      

    

     

    7.3           No Third Party
Rights.  The provisions of this Agreement are intended to bind
the parties hereto as to each other and are not intended to and do not create
rights in any other Person or confer upon any other Person any benefits, rights
or remedies and no Person is or is intended to be a third party beneficiary of
any of the provisions of this Agreement.

     

    7.4           Counterparts.  This
Agreement may be executed in any number of counterparts, all of which together
shall constitute one agreement binding the parties hereto.

     

    7.5           Governing
Law.  This Agreement shall be governed by, and construed in
accordance with, the laws of the State of Texas applicable to contracts made and
to be performed wholly within such state without giving effect to conflict of
law principles thereof, except to the extent that it is mandatory that the law
of some other jurisdiction shall apply.

     

    7.6           Severability.  If
any of the provisions of this Agreement are held by any court of competent
jurisdiction to contravene, or to be invalid under, the Laws of any political
body having jurisdiction over the subject matter hereof, such contravention or
invalidity shall not invalidate the entire Agreement.  Instead, this
Agreement shall be construed as if it did not contain the particular provision
or provisions held to be invalid, and an equitable adjustment shall be made and
necessary provision added so as to give effect to the intention of the parties
as expressed in this Agreement at the time of execution of this
Agreement.

     

    7.7           Bill of Sale;
Assignment.  To the extent required by applicable law, this
Agreement shall also constitute a “bill of sale” or “assignment” of the Assets
and Leases.

     

    7.8           Amendment or
Modification.  This Agreement may be amended or modified from
time to time only by the written agreement of all the parties
hereto.

     

    7.9           Joint
Preparation.  The parties hereto have collectively prepared
this Agreement, and none of the provisions hereof shall be construed against one
party hereto on the ground that such party is the author of this Agreement or
any part hereof.

     

    7.10         Disputes.  Any
Dispute between any of the parties hereto or their Affiliates in relation to
this Agreement or the transactions contemplated hereby shall be settled in
accordance with Exhibit K to the Developer Agreement, provided that references
to “Parties” in such exhibit of the LLC Agreement shall be references to the
parties hereto.

     

    7.11         Entire
Agreement.  This Agreement and the Lease Assignments contain
the entire agreement of the parties hereto with respect to the subject matter
hereof, and supersedes any and all prior and contemporaneous written and oral
agreements, proposals, negotiations, understandings and representations
pertaining to the subject matter hereof.

     

    
      
         

      

      
        - 12 -

        
          

        

      

      
         

      

    

     

    IN
WITNESS WHEREOF, this Agreement has been duly executed by the parties hereto as
of the Effective Date.

     

    
      
        
          
            
              
                
                  	
                          HIGHER
      POWER ENERGY, LLC

                        	 	
                          PERPETUAL
      ENERGY LTD

                        
	 
      	 	 
      
	 
      	 	 
      
	
                          /s/

                        	 	
                          /s/

                        
	
                          By:

                        	 	
                          By:

                        
	 
      	 	  
      
	
                           

                        	 	
                           

                        
	
                          Name:

                        	 	
                          Name:

                        
	 
      	 	 
      
	
                           

                        	 	
                           

                        
	
                          Title:

                        	 	
                          Title:

                        


                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  	
                          HIGHER
      PERPETUAL ENERGY, LLC

                        	 	
                          DEWIND
      SWI WIND FARMS, LLC

                        
	 
      	 	 
      
	 
      	 	 
      
	
                          /s/

                        	 	
                          /s/

                        
	
                          By:

                        	 	
                          By:

                        
	 
      	 	 
      
	
                           

                        	 	
                           

                        
	
                          Name:

                        	 	
                          Name:

                        
	 
      	 	 
      
	
                           

                        	 	
                           

                        
	
                          Title:

                        	 	
                          Title:

                        


                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  	
                          LITTLEPRINGLE1,
      LLC

                        	 	
                          LITTLEPRINGLE2,
      LLC

                        
	 
      	 	 
      
	 
      	 	 
      
	
                          /s/

                        	 	
                          /s/

                        
	
                          By:

                        	 	
                          By:

                        
	 
      	 	 
      
	
                           

                        	 	
                           

                        
	
                          Name:

                        	 	
                          Name:

                        
	 
      	 	 
      
	
                           

                        	 	
                           

                        
	
                          Title:

                        	 	
                          Title:

                        


                

              

            

          

        

      

    

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        
          
            
              
                
                  	
                          BIGPRINGLE,
      LLC

                        	 	
                          PD1,
      LLC

                        
	 
      	 	 
      
	 
      	 	 
      
	
                          /s/

                        	 	
                          /s/

                        
	
                          By:

                        	 	
                          By:

                        
	 
      	 	 
      
	
                           

                        	 	
                           

                        
	
                          Name:

                        	 	
                          Name:

                        
	 
      	 	 
      
	
                           

                        	 	
                           

                        
	
                          Title:

                        	 	
                          Title:

                        


                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  	
                          DEWIND
      ENERGY DEVELOPMENT

                          COMPANY,
      LLC

                        	 	
                          DEWIND,
      INC.

                        
	 
      	 	 
      
	 
      	 	 
      
	
                          /s/

                        	 	
                          /s/

                        
	
                          By:

                        	 	
                          By:

                        
	 
      	 	 
      
	
                           

                        	 	
                           

                        
	
                          Name:

                        	 	
                          Name:

                        
	 
      	 	 
      
	
                           

                        	 	
                           

                        
	
                          Title:
      

                        	 	
                          Title:

                        


                

              

            

          

        

      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    EXHIBIT
A

     

    ASSETS

     

    
      	
              1.

            	
              Big Pringle
      Assets

            


    

     

    
      	
               
      

            	
              (a)

            	
              Assessment
      of the Energy Production of the Proposed Pringle Wind I & II Wind
      Farms, dated June 17, 2008, by Garrad Hassan America, Inc., for Higher
      Perpetual (to the extent applicable to Big Pringle
  Sub).

            


    

     

    
      	
               
      

            	
              (b)

            	
              Boundary
      Survey dated October 4, 2007 by Dwayne R. Gresham, Gresham &
      Associates, Inc., of Big Pringle Site, Sections 91, 92, 93, 109, 110, 111,
      112, 125, the South half of Sections 76, 90, the East half of Section 94,
      and Northwest Quarter and South half of Section 75, Block 5T, T. &
      N.O. RR Co Survey, Hutchinson County,
Texas.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Document
      “BP_RevisedTitleSearch.pdf”, titled “Pioneer-Lawyers Land Title Services:
      [Section 2, Block M-24, T.C.R.R. Survey, Hutchinson County,
      Texas]”.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Document
      “JV_KeyFamilyLease_UnsignedCopy.doc”, a blank form of a lease agreement
      between Higher Power and a landowner (to the extent applicable to Big
      Pringle Sub).

            


    

     

    
      	
               
      

            	
              (e)

            	
              Document
      “JV_Generic_NonDisturbanceAgreement.DOC”, a blank form of a Nondisturbance
      and Attornment Agreement between a mortgagee and a project company (to the
      extent applicable to Big Pringle
Sub).

            


    

     

    
      	
               
      

            	
              (f)

            	
              Feasibility
      Study of the Energy Production of the Proposed Big Pringle, Little
      Pringle, and H&H Wind Farms in Texas, dated December 21, 2007, by
      Garrad Hassan America, Inc., for Higher Perpetual (to the extent
      applicable to Big Pringle Sub).

            


    

     

    
      	
               
      

            	
              (g)

            	
              Interconnection
      Feasibility Study Agreement (GEN-2007-005) dated as of February 19, 2007
      by Higher Power and Southwest Power Pool, Inc., a corporation existing
      under the laws of the State of Arkansas, with accompanying letter dated
      February 23, 2007 from Southwest Power Pool to Richard C. Gross P.E. Inc.
      regarding Feasibility Study
GEN-2007-005.

            


    

     

    
      	
               
      

            	
              (h)

            	
              Map
      “BP_Map.bmp” by DeLorme of Big Pringle Wind
  Farm.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Proposed
      Wind Power Site: Big Pringle, Site Reconnaissance and Avian Report, dated
      August 26, 2007, prepared by Dr. Richard Harris Podolsky for Higher
      Power.

            


    

     

    
      	
               
      

            	
              (j)

            	
              Spreadsheet
      “BP_MetData_2007.xls” containing wind, power, and other
    data.

            


    

     

    
      	
               
      

            	
              (k)

            	
              Spreadsheet
      “BP_MetData_2008.xls” containing wind, power, and other
    data.

            


    

     

    
      
         

      

      
        - A1
-

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (l)

            	
              Spreadsheet
      “JV_OldProjectStatus_Dec07.xls” titled “HPE PROJECT LIST 12/02/2007”
      containing data regarding Little Pringle, Palo Duro, and Big Pringle (to
      the extent applicable to Big Pringle
Sub).

            


    

     

    
      	
               
      

            	
              (m)

            	
              Spreadsheet
      “JVProjects_DevelopmentCosts.xls” listing development phase cash flows for
      Little Pringle, Big Pringle, and Palo Duro (to the extent applicable to
      Big Pringle Sub).

            


    

     

    
      	
               
      

            	
              (n)

            	
              Study
      by Renewable Resource Consultants, LLC for “CLIENT: Balfour Beatty
      Construction; PROJECT: Big Pringle Preliminary; LOCATION: Hutchison
      County, Texas; NUMBER: 080168” regarding tests performed on August 8, 2008
      and on other dates.

            


    

     

    
      	
               
      

            	
              (o)

            	
              Title
      search by Pioneer-Lawyers Land Title Services dated as of April 4, 2008,
      regarding “Section 2, Block M--24, T.C.R.R. Survey, Hutchinson County,
      Texas”.

            


    

     

    
      	
              2.

            	
              LP1
      Assets

            


    

     

    
      	
               
      

            	
              (a)

            	
              Assessment
      of the Energy Production of the Proposed Little Pringle Wind Farm, dated
      April 29, 2008, by Garrad Hassan America, Inc., for Higher Perpetual (to
      the extent applicable to LP1 Sub).

            


    

     

    
      	
               
      

            	
              (b)

            	
              Assessment
      of the Energy Production of the Proposed Pringle Wind I & II Wind
      Farms, dated June 17, 2008, by Garrad Hassan America, Inc., for Higher
      Perpetual (to the extent applicable to LP1
Sub).

            


    

     

    
      	
               
      

            	
              (c)

            	
              Boundary
      Survey dated May 2, 2008 by Dwayne R. Gresham, Gresham & Associates,
      Inc., of Pringle Wind I and II, Section 7, Jno M Swisher Survey, &
      Section 2, Block M24, T. C. & Ry. Co. Survey, Hutchison County, Texas
      (to the extent applicable to LP1
Sub).

            


    

     

    
      	
               
      

            	
              (d)

            	
              Boundary
      Survey dated September 4, 2007 by Dwayne R. Gresham, Gresham &
      Associates, Inc., of Little Pringle Site, Section 1, Block M24, T C &
      Ry Co Survey, Hutchison County, Texas (to the extent applicable to LP1
      Sub).

            


    

     

    
      	
               
      

            	
              (e)

            	
              Construction
      Notice of Intent, filed by Higher Power on August 25, 2008 with the Texas
      Commission on Environmental
Quality.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Determination
      of No Hazard to Air Navigation, concerning Wind Turbine PW I-1 at
      Stinnett, TX, issued by the Federal Aviation Administration by letter
      dated August 16, 2008 to Higher Power (Aeronautical Study No.
      2008-WTW-2899-OE).

            


    

     

    
      	
               
      

            	
              (g)

            	
              Determination
      of No Hazard to Air Navigation, concerning Wind Turbine PW I-2 at
      Stinnett, TX, issued by the Federal Aviation Administration by letter
      dated August 16, 2008 to Higher Power (Aeronautical Study No.
      2008-WTW-2900-OE).

            


    

     

    
      
         

      

      
        - A2
-

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (h)

            	
              Determination
      of No Hazard to Air Navigation, concerning Wind Turbine PW I-3 at
      Stinnett, TX, issued by the Federal Aviation Administration by letter
      dated August 16, 2008 to Higher Power (Aeronautical Study No.
      2008-WTW-2901-OE).

            


    

     

    
      	
               
      

            	
              (i)

            	
              Determination
      of No Hazard to Air Navigation, concerning Wind Turbine PW I-4 at
      Stinnett, TX, issued by the Federal Aviation Administration by letter
      dated August 16, 2008 to Higher Power (Aeronautical Study No.
      2008-WTW-2902-OE).

            


    

     

    
      	
               
      

            	
              (j)

            	
              Determination
      of No Hazard to Air Navigation, concerning Wind Turbine PW I-5 at
      Stinnett, TX, issued by the Federal Aviation Administration by letter
      dated August 16, 2008 to Higher Power (Aeronautical Study No.
      2008-WTW-2903-OE).

            


    

     

    
      	
               
      

            	
              (k)

            	
              Document
      “JV_KeyFamilyLease_UnsignedCopy.doc”, a blank form of a lease agreement
      between Higher Power and a landowner (to the extent applicable to LP1
      Sub).

            


    

     

    
      	
               
      

            	
              (l)

            	
              Document
      “JV_Generic_NonDisturbanceAgreement.DOC”, a blank form of a Nondisturbance
      and Attornment Agreement between a mortgagee and a project company (to the
      extent applicable to LP1 Sub).

            


    

     

    
      	
               
      

            	
              (m)

            	
              Document
      “LP1_InterconnectAgmnt_Addendum.doc”, titled “Addendum to Interconnection
      Agreement”.

            


    

     

    
      	
               
      

            	
              (n)

            	
              Document  “LP_RevisedTitleSearch.pdf”,
      titled “Little Pringle Title
Search”.

            


    

     

    
      	
               
      

            	
              (o)

            	
              Document
      “LP_SiteDescription.doc”, titled “Little Pringle Site:  Approx.
      505 Acres”.

            


    

     

    
      	
               
      

            	
              (p)

            	
              Document
      “LP_SPSAvoidedCosts_GeneralNotes.doc”, titled “Subject: Avoided costs-SPS”
      (to the extent applicable to LP1
Sub).

            


    

     

    
      	
               
      

            	
              (q)

            	
              Draft
      dated February 2008 of Wind Generation Purchase Agreement between Higher
      Power and Southwestern Public Service
Company.

            


    

     

    
      	
               
      

            	
              (r)

            	
              Draft
      dated September 2008 of Wind Generation Purchase Agreement between Sunray
      Wind, LLC and Southwestern Public Service
  Company.

            


    

     

    
      	
               
      

            	
              (s)

            	
              Electrical
      One Line Diagram for “Higher Power Energy, LLC; Pringle I - 10 MW Wind
      Turbine Generator Project; Hutchison County, Texas”, dated June 26, 2008,
      by Richard C. Gross P.E., Inc.

            


    

     

    
      	
               
      

            	
              (t)

            	
              Electrical
      Substation Conceptual Equipment Plan and Elevations for “Pringle, Texas;
      Higher Power LLC; 10 MW Wind Farm”, dated June 26, 2008, by Richard C.
      Gross P.E., Inc. (to the extent applicable to LP1
  Sub).

            


    

     

    
      
         

      

      
        - A3
-

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (u)

            	
              Feasibility
      Study of the Energy Production of the Proposed Big Pringle, Little
      Pringle, and H&H Wind Farms in Texas, dated December 21, 2007, by
      Garrad Hassan America, Inc., for Higher Perpetual (to the extent
      applicable to LP1 Sub).

            


    

     

    
      	
               
      

            	
              (v)

            	
              Letter
      dated August 20, 2007 from Brittany Seward, Cooley Manion Jones LLP, to
      Mark Patkunas and Jeff Martin, with attached Title Search for Little
      Pringle (to the extent applicable to LP1
Sub).

            


    

     

    
      	
               
      

            	
              (w)

            	
              Letter
      dated February 4, 2008 from James R. Brannen, Southwestern Public Service
      Company d/b/a Xcel Energy, to Mark Patkunas, Higher Power, with attached
      Design Guide and Engineering Estimate executed as of February 8, 2008 by
      Southwestern Public Service Company d/b/a Xcel Energy and as of April 10,
      2008 by Higher Power.

            


    

     

    
      	
               
      

            	
              (x)

            	
              Letter
      dated October 1, 2007 from James R. Brannen, Southwestern Public Service
      Company d/b/a Xcel Energy, to Mark Patkunas, Higher Power, with attached
      Design Guide and Engineering
Estimate.

            


    

     

    
      	
               
      

            	
              (y)

            	
              Letter
      from the Texas Commission on Environmental Quality regarding TPDES General
      Permit for Construction Storm Water Runoff: Storm Water Notice of Intent
      Authorization.

            


    

     

    
      	
               
      

            	
              (z)

            	
              Letter
      from Xcel Energy Services Inc. to the Public Utility Commission of Texas,
      dated February 28, 2008, regarding “Project No. 18692 Avoided Cost
      Availability of Electric Utility System Cost Data Pursuant to Subst. R.
      25.242(e)(2) [formerly Subst. R. 23.66(c)(1)]” with attached update to
      Southwestern Public Service Company’s February 15, 2008 informational data
      filing pursuant to the Commission’s Substantive Rule 25.242(e)(2),
      Availability of Electric Utility System Cost Data (to the extent
      applicable to LP1 Sub).

            


    

     

    
      	
               
      

            	
              (aa)

            	
              Map
      “LP_GeographicLayout.bmp” by DeLorme of Little Pringle Wind Farm (to the
      extent applicable to LP1 Sub).

            


    

     

    
      	
               
      

            	
              (bb)

            	
              Map
      “LP_Map.jpg” by DeLorme of Little Pringle Wind Farm (to the extent
      applicable to LP1 Sub).

            


    

     

    
      	
               
      

            	
              (cc)

            	
              Map
      “LP_ProposedExpansion.bmp” by DeLorme of Little Pringle Wind Farm (to the
      extent applicable to LP1 Sub).

            


    

     

    
      	
               
      

            	
              (dd)

            	
              Map
      “LP1and2_FAA_TurbineLayout.bmp” by DeLorme of Little Pringle Wind Farm (to
      the extent applicable to LP1 Sub).

            


    

     

    
      	
               
      

            	
              (ee)

            	
              Preliminary
      Geotechnical Evaluation: Little Pringle Wind Farm, Hutchinson County,
      Texas, Apex Project No. 107-229, dated November 2007, prepared by Apex
      Geoscience Inc. for Higher Power (to the extent applicable to LP1
      Sub).

            


    

     

    
      
         

      

      
        - A4
-

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (ff)

            	
              Proposed
      Wind Power Site: Pringle Wind, Site Reconnaissance and Avian Report, dated
      August 26, 2007, prepared by Dr. Richard Harris Podolsky for Higher Power
      (to the extent applicable to LP1
Sub).

            


    

     

    
      	
               
      

            	
              (gg)

            	
              Storm
      Water Construction General Permit, Texas Commission on Environmental
      Quality, Permit No. TXR15MH51, issued to Pringle Wind Farm (project) and
      Higher Power (operator) with coverage effective August 25, 2008 (to the
      extent applicable to LP1 Sub).

            


    

     

    
      	
               
      

            	
              (hh)

            	
              Spreadsheet
      “JV_OldProjectStatus_Dec07.xls” titled “HPE PROJECT LIST 12/02/2007”
      containing data regarding Little Pringle, Palo Duro, and Big Pringle (to
      the extent applicable to LP1 Sub).

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Spreadsheet
      “JVProjects_DevelopmentCosts.xls” listing development phase cash flows for
      Little Pringle, Big Pringle, and Palo Duro (to the extent applicable to
      LP1 Sub).

            


    

     

    
      	
               
      

            	
              (jj)

            	
              Spreadsheet
      “LP_TypicalDayEnergyProfileForD8.2.xls” containing wind, power, and other
      data (to the extent applicable to LP1
Sub).

            


    

     

    
      	
               
      

            	
              (kk)

            	
              Suggested
      Form of Agreement Between Owner and Design/Builder on the Basis of a
      Stipulated Price, between HPE DeWind, a joint venture, as owner, and
      Balfour Beatty Wind Group, a joint venture, as design/builder, for Phase I
      of the Pringle Wind Farm, with all attached schedules, exhibits, annexes,
      and other documentation (including the Escrow
  Agreement).

            


    

     

    
      	
               
      

            	
              (ll)

            	
              Tax
      Abatement Agreement between Hutchinson County, Texas, and Pringle Wind I,
      LLC, a Texas limited liability company, dated August 25,
    2008.

            


    

     

    
      	
              3.

            	
              LP2
      Assets

            


    

     

    
      	
               
      

            	
              (a)

            	
              Assessment
      of the Energy Production of the Proposed Little Pringle Wind Farm, dated
      April 29, 2008, by Garrad Hassan America, Inc., for Higher Perpetual (to
      the extent applicable to LP2 Sub).

            


    

     

    
      	
               
      

            	
              (b)

            	
              Assessment
      of the Energy Production of the Proposed Pringle Wind I & II Wind
      Farms, dated June 17, 2008, by Garrad Hassan America, Inc., for Higher
      Perpetual (to the extent applicable to LP2
Sub).

            


    

     

    
      	
               
      

            	
              (c)

            	
              Boundary
      Survey dated May 2, 2008 by Dwayne R. Gresham, Gresham & Associates,
      Inc., of Pringle Wind I and II, Section 7, Jno M Swisher Survey, &
      Section 2, Block M24, T. C. & Ry. Co. Survey, Hutchison County, Texas
      (to the extent applicable to LP2
Sub).

            


    

     

    
      	
               
      

            	
              (d)

            	
              Boundary
      Survey dated September 4, 2007 by Dwayne R. Gresham, Gresham &
      Associates, Inc., of Little Pringle Site, Section 1, Block M24, T C &
      Ry Co Survey, Hutchison County, Texas (to the extent applicable to LP2
      Sub).

            


    

     

    
      
         

      

      
        - A5
-

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (e)

            	
              Determination
      of No Hazard to Air Navigation, concerning Wind Turbine PW II-1 at
      Stinnett, TX, issued by the Federal Aviation Administration by letter
      dated August 16, 2008 to Higher Power (Aeronautical Study No.
      2008-WTW-2904-OE).

            


    

     

    
      	
               
      

            	
              (f)

            	
              Determination
      of No Hazard to Air Navigation, concerning Wind Turbine PW II-2 at
      Stinnett, TX, issued by the Federal Aviation Administration by letter
      dated August 16, 2008 to Higher Power (Aeronautical Study No.
      2008-WTW-2905-OE).

            


    

     

    
      	
               
      

            	
              (g)

            	
              Determination
      of No Hazard to Air Navigation, concerning Wind Turbine PW II-3 at
      Stinnett, TX, issued by the Federal Aviation Administration by letter
      dated August 16, 2008 to Higher Power (Aeronautical Study No.
      2008-WTW-2906-OE).

            


    

     

    
      	
               
      

            	
              (h)

            	
              Determination
      of No Hazard to Air Navigation, concerning Wind Turbine PW II-4 at
      Stinnett, TX, issued by the Federal Aviation Administration by letter
      dated August 16, 2008 to Higher Power (Aeronautical Study No.
      2008-WTW-2907-OE).

            


    

     

    
      	
               
      

            	
              (i)

            	
              Determination
      of No Hazard to Air Navigation, concerning Wind Turbine PW II-5 at
      Stinnett, TX, issued by the Federal Aviation Administration by letter
      dated August 16, 2008 to Higher Power (Aeronautical Study No.
      2008-WTW-2908-OE).

            


    

     

    
      	
               
      

            	
              (j)

            	
              Document
      “JV_KeyFamilyLease_UnsignedCopy.doc”, a blank form of a lease agreement
      between Higher Power and a landowner (to the extent applicable to LP2
      Sub).

            


    

     

    
      	
               
      

            	
              (k)

            	
              Document
      “JV_Generic_NonDisturbanceAgreement.DOC”, a blank form of a Nondisturbance
      and Attornment Agreement between a mortgagee and a project company (to the
      extent applicable to LP2 Sub).

            


    

     

    
      	
               
      

            	
              (l)

            	
              Document
      “LP_SPSAvoidedCosts_GeneralNotes.doc”, titled “Subject: Avoided costs-SPS”
      (to the extent applicable to LP2
Sub).

            


    

     

    
      	
               
      

            	
              (m)

            	
              Draft
      of Lease between Lance and Sahala Gaillard, as owner, and Higher Power, as
      lessee, for approximately 678 acres of land, with all
      exhibits.

            


    

     

    
      	
               
      

            	
              (n)

            	
              Draft
      of Nondisturbance and Attornment Agreement between Great Plains Ag Credit,
      FLCA, and LittlePringle2, LLC.

            


    

     

    
      	
               
      

            	
              (o)

            	
              Electrical
      One Line Diagram for “Higher Power Energy, LLC; Pringle II - 10 MW Wind
      Turbine Generator Project; Hutchison County, Texas”, dated June 26, 2008,
      by Richard C. Gross P.E., Inc.

            


    

     

    
      
         

      

      
        - A6
-

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (p)

            	
              Electrical
      Substation Conceptual Equipment Plan and Elevations for “Pringle, Texas;
      Higher Power LLC; 10 MW Wind Farm”, dated June 26, 2008, by Richard C.
      Gross P.E., Inc. (to the extent applicable to LP2
  Sub).

            


    

     

    
      	
               
      

            	
              (q)

            	
              Feasibility
      Study of the Energy Production of the Proposed Big Pringle, Little
      Pringle, and H&H Wind Farms in Texas, dated December 21, 2007, by
      Garrad Hassan America, Inc., for Higher Perpetual (to the extent
      applicable to LP2 Sub).

            


    

     

    
      	
               
      

            	
              (r)

            	
              Letter
      dated August 20, 2007 from Brittany Seward, Cooley Manion Jones LLP, to
      Mark Patkunas and Jeff Martin, with attached Title Search for Little
      Pringle (to the extent applicable to LP2
Sub).

            


    

     

    
      	
               
      

            	
              (s)

            	
              Letter
      from Xcel Energy Services Inc. to the Public Utility Commission of Texas,
      dated February 28, 2008, regarding “Project No. 18692 Avoided Cost
      Availability of Electric Utility System Cost Data Pursuant to Subst. R.
      25.242(e)(2) [formerly Subst. R. 23.66(c)(1)]” with attached update to
      Southwestern Public Service Company’s February 15, 2008 informational data
      filing pursuant to the Commission’s Substantive Rule 25.242(e)(2),
      Availability of Electric Utility System Cost Data (to the extent
      applicable to LP2 Sub).

            


    

     

    
      	
               
      

            	
              (t)

            	
              Map
      “LP_GeographicLayout.bmp” by DeLorme of Little Pringle Wind Farm (to the
      extent applicable to LP2 Sub).

            


    

     

    
      	
               
      

            	
              (u)

            	
              Map
      “LP_Map.jpg” by DeLorme of Little Pringle Wind Farm (to the extent
      applicable to LP2 Sub).

            


    

     

    
      	
               
      

            	
              (v)

            	
              Map
      “LP_ProposedExpansion.bmp” by DeLorme of Little Pringle Wind Farm (to the
      extent applicable to LP2 Sub).

            


    

     

    
      	
               
      

            	
              (w)

            	
              Map
      “LP1and2_FAA_TurbineLayout.bmp” by DeLorme of Little Pringle Wind Farm (to
      the extent applicable to LP2 Sub).

            


    

     

    
      	
               
      

            	
              (x)

            	
              Map
      “LP2_FAA_TurbineLayout.bmp” by DeLorme of Little Pringle Wind
      Farm.

            


    

     

    
      	
               
      

            	
              (y)

            	
              Preliminary
      Geotechnical Evaluation: Little Pringle Wind Farm, Hutchinson County,
      Texas, Apex Project No. 107-229, dated November 2007, prepared by Apex
      Geoscience Inc. for Higher Power (to the extent applicable to LP2
      Sub).

            


    

     

    
      	
               
      

            	
              (z)

            	
              Proposed
      Wind Power Site: Pringle Wind, Site Reconnaissance and Avian Report, dated
      August 26, 2007, prepared by Dr. Richard Harris Podolsky for Higher Power
      (to the extent applicable to LP2
Sub).

            


    

     

    
      	
               
      

            	
              (aa)

            	
              Storm
      Water Construction General Permit, Texas Commission on Environmental
      Quality, Permit No. TXR15MH51, issued to Pringle Wind Farm (project) and
      Higher Power (operator) with coverage effective August 25, 2008 (to the
      extent applicable to LP2 Sub).

            


    

     

    
      
         

      

      
        - A7
-

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (bb)

            	
              Spreadsheet
      “JV_OldProjectStatus_Dec07.xls” titled “HPE PROJECT LIST 12/02/2007”
      containing data regarding Little Pringle, Palo Duro, and Big Pringle (to
      the extent applicable to LP2 Sub).

            


    

     

    
      	
               
      

            	
              (cc)

            	
              Spreadsheet
      “JVProjects_DevelopmentCosts.xls” listing development phase cash flows for
      Little Pringle, Big Pringle, and Palo Duro (to the extent applicable to
      LP2 Sub).

            


    

     

    
      	
               
      

            	
              (dd)

            	
              Spreadsheet
      “LP_TypicalDayEnergyProfileForD8.2.xls” containing wind, power, and other
      data (to the extent applicable to LP2
Sub).

            


    

     

    
      	
               
      

            	
              (ee)

            	
              Suggested
      Form of Agreement Between Owner and Design/Builder on the Basis of a
      Stipulated Price, between HPE DeWind, a joint venture, as owner, and
      Balfour Beatty Wind Group, a joint venture, as design/builder, for Phase
      II of the Pringle Wind Farm, with all attached schedules, exhibits,
      annexes, and other documentation (including the Escrow
      Agreement).

            


    

     

    
      	
               
      

            	
              (ff)

            	
              Tax
      Abatement Agreement between Hutchinson County, Texas, and Pringle Wind II,
      LLC, a Texas limited liability company, dated August 25,
    2008.

            


    

     

    
      	
              4.

            	
              PD1
      Assets

            


    

     

    
      	
               
      

            	
              (a)

            	
              Document
      “JV_KeyFamilyLease_UnsignedCopy.doc”, a blank form of a lease agreement
      between Higher Power and a landowner (to the extent applicable to PD1
      Sub).

            


    

     

    
      	
               
      

            	
              (b)

            	
              Document
      “JV_Generic_NonDisturbanceAgreement.DOC”, a blank form of a Nondisturbance
      and Attornment Agreement between a mortgagee and a project company (to the
      extent applicable to PD1 Sub).

            


    

     

    
      	
               
      

            	
              (c)

            	
              Interconnection
      Feasibility Study Agreement (GEN-2007-048) dated as of October 23, 2007 by
      Higher Power and Southwest Power Pool, Inc., a corporation existing under
      the laws of the State of Arkansas, along with accompanying letters dated
      October 18, 2007 and October 25, 2007, respectively, each from Southwest
      Power Pool to Mark Patkunas at Higher Power regarding Feasibility Study
      GEN-2007-048, and along with other accompanying
    documentation.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Map
      “PD_Map.bmp” by DeLorme of Palo Duro Wind
Farm.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Spreadsheet
      “JV_OldProjectStatus_Dec07.xls” titled “HPE PROJECT LIST 12/02/2007”
      containing data regarding Little Pringle, Palo Duro, and Big Pringle (to
      the extent applicable to PD1 Sub).

            


    

     

    
      	
               
      

            	
              (f)

            	
              Spreadsheet
      “JVProjects_DevelopmentCosts.xls” listing development phase cash flows for
      Little Pringle, Big Pringle, and Palo Duro (to the extent applicable to
      PD1 Sub).

            


    

     

    
      	
               
      

            	
              (g)

            	
              Spreadsheet
      “PD_MetData_2007.xls” containing wind, power, and other
    data.

            


    

     

    
      
         

      

      
        - A8
-

        
          

        

      

      
         

      

    

     

    
      	
               
      

            	
              (h)

            	
              Spreadsheet
      “PD_MetData_2008.xls” containing wind, power, and other
    data.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Spreadsheet
      “PD_WindData_2007.xls” containing wind, power, and other
    data.

            


    

     

    
      	
               
      

            	
              (j)

            	
              Spreadsheet
      “PD_WindData_2008.xls” containing wind, power, and other
    data.

            


    

     

    
      
         

      

      
        - A9
-

        
          

        

      

      
         

      

    

     

    EXHIBIT
B

    DW
CONTRIBUTION

     

    Assets and Property
Contributed to LP1 Sub

     

    
      	
              ·

            	
              Existing
      purchase orders entered into by DeWind, Inc., with Balfour Beatty with
      respect to the construction of the LP1 Sub wind
  farm

            


    

     

    
      
         

      

      
        - B1 -