In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

Example Input: Xi'an Zhonghong New Energy Technology Co., Ltd.   Boxing County Chengli Gas Supply Co., Ltd.

Project Cooperation Agreement   July 2013











Cooperation Agreement   Coke Dry Quenching (CDQ) and CDQ Waste Heat Power Generation Project   Party A: Xi'an Zhonghong New Energy Technology Co., Ltd. Legal Representative: Ku Guohua   Xi'an Zhonghong New Energy Technology Co., Ltd. is a subsidiary of Xi'an TCH Energy Technology Co. and is also the third tire subsidiary of China Recycling Energy Corporation, and it engages in the project operations in China. China Recycling Energy Corporation (the Company) is a NASDAQ listing company. Its stock trading symbol is CREG and is a leading industrial waste-to-energy solution provider in China. The Company is the first in the recycling energy industry with the most completed projects and the widest ranges in the industry. As the direct investor, the Company provides recycling energy integrated solution covering technology, investment, and operation.   Party B: Boxing County Chengli Gas Supply Co., Ltd.   Legal Representative: Li Shuxun   Boxing County Chengli Gas Supply Co., Ltd. is located in the Industrial Park, Chunhua Town, Boxing County, Shandong Province, which is mainly engaged in coal coke production and coal chemical industry.   After friendly negotiation between two parties, based on the principle of equality and autonomy, Party A and Party B reached following items with respect to the coke dry quenching (CDQ) and CDQ waste heat power generation project.   Item One, Investment Construction Projects 1. Construction of CDQ and CDQ recycling economic projects Construct CDQ system and CDQ waste heat power generation station as a part of of tamping coke oven with 2 x 60 holes, 5.5 meters and JNDK55-07 of model at Boxing County Chengli Gas Supply Co., Ltd. The designed total capacity is 25 MW.   2. Under the premise of consistent with the CDQ main equipment and main parameter descriptions, Party A will be in charge of layout, technical performance index and technical specifications of CDQ system and CDQ waste heat power generation system; if there is any difference between CDQ main equipment and main parameters description, Party B will make the decision. Major equipment and design will be implemented after Party A obtains Party B's consent. All requirements, statistics should be scientific, reasonable, and operable.











3. Party A is responsible for the investment in the construction and operation of CDQ system and CDQ waste heat power generation system project, including design of the project, equipment selection, equipment procurement and manufacturing, construction, engineering, installation, formal power generation.   Item Two, Operation of Recycling Project 1. After complete of the project construction, Party A shall be responsible for the operation, maintenance and management of the recycling project. Party A shall charge Party B energy saving service fee according to the income from CDQ waste heat power generation station.   2. Both Parties jointly determine the territorial boundary line of power transmission pursing to technical appendix.   3. The operation of CDQ system and CDQ waste heat power generation system includes but is not limited to: equipment maintenance, repair, and update; Party A will not be responsible for the quality and quantity of the coal coke of CDQ.   Item Three, Cost and Operation Target Party B shall pay Party A energy saving service fee after the construction of CDQ system and CDQ waste heat power generation system are completed (upon passing evaluation of the ability of connection to the grid for power generation).   1. The energy saving service fee is paid in the form of electricity fee. The calculation basis of energy saving service fee is as follows: average operational time is 8,000 hours per annually; if the annual average operational time was less than 8,000 hours due to the reasons of Party B, the operational time is calculated as 8,000 hours per year; if the annual average operational time was less than 8,000 hours due to the reasons by Party A, the operational time is calculated based on the actual operational hours.   2. If the grid-connected electricity price is adjusted since the execution of this agreement, the fee shall be calculated as the energy saving service fee (stipulated in section 1 of Item III ) plus 85% of the price change/adjustment from the original grid-connected electricity price. The starting day for the change will be from the date of adjustment by Shandong Provincial Price Department.   3. The amount of power generated shall be calculated based on the indicator of electricity meter in the power station.   4. The settlement date is the first day of the next month. Deducting the dues of Party A, Party B should pay Party A the energy saving service fee of the last month before the 15t h of each month.











5. Payment method: Wire or transfer.   6. The policy rebate, award, and preferential treatment shall be shared by both Parties. Each party shares 50% of the policy rebate, award, and preferential treatment. Both Parties share the expenses incurred in the process of the application for the policy rebate, award, and preferential treatment.   Item Four Starting and End Date for Recycling Project and Term   1. The date when Party A completes the construction and installation of CDQ system and CDQ waste heat power generation system and the power generating system has been in operation and meets the requirements of the design standard for 72 hours. The Parties agree that date after the recycling project meets the evaluation requirement as the starting date for the recycling project. From that date, Party B shall pay the service fees monthly according to the power generated and Party B shall also pay for the power generated during the 72 hours testing run period.   2. The cooperation model is BO model. The expected total project cost is 176 million RMB. For the amount of electricity generated up to 800 million KWH after the project is put into operation, it shall be charged of the energy saving service fee at 0.40 RMB/KWH. After 800 million KWH, it shall be charged energy saving service fee with the rate of 0.20 RMB/KWH.   The term of the agreement is 20 years, during which if any main equipment of any Party stops operation due to technical problem or at the end of its life cycle, the agreement shall be automatically terminated. In case of that happens, the Party B will have the full rights to dispose the system of Party A.   Item Five Construction and Construction Period of CDQ System and CDQ waste heat power generation system   1. The construction period of the project is 12 months from the execution of technology agreement. If the project was delayed due to Party A, Party B has right to dispose the equipment on the construction site after two month past due date.   2. If the project is stalled due to Party B's reason (including but not limited its activities that affect daily construction, installation, testing and safety), the construction period shall be extended accordingly.   3. If any party delays the construction without a good reason, which results the construction of the whole project or part of the project cannot be completed on schedule, the other party has right to terminate wholly or part of the agreement and incurred loss will be assumed by the breaching party.











Item Six Raw Material Consumption of the project of CDQ system and CDQ waste heat power generation system   1. All raw materials such as water, electricity consumed in the operation of the project shall be settled based on the party B's local price. Party A makes monthly payment. Party B provides pipeline up to designated boundary line on the construction site and then Party A will connect water lines and electricity lines into the site and assumes related expenses.   2. The Parties agree that Party B shall provide steady qualified coal coke production according to the technology agreement which will be used for CDQ system. Party A guarantees the steady operation of the CDQ and CDQ waste heat power generating systems.   3. Party B shall provide effective assistance to the construction and operation management of the recycling project.   4. The land for CDQ and CDQ waste heat power generation project shall be provided by Party B to Party A with no charge.   Item Seven Meter Confirmation, Management and Maintenance   1. The power generation system of Party A has electricity meters. If Party B wants to separately conduct electricity measurement, the meters shall be provided by Party B and be responsible for the its maintenance and expenses.   2. The selection and maintenance of meters shall not affect the normal operation of CDQ and CDQ waste heat power generation project.   3. Both Parties have right to examine and verify the electricity meters so as to make sure their accuracy.   Item Eight Ownership and Intellectual Property of the Recycling Project   1. During the contact period, Party A has the ownership of the CDQ and CDQ waste heat power generation systems. After the termination of the contact, Party B has the disposition right to the project.   2. The intellectual property of the project belongs to Party A. Without written consent of Party A, Party B is not allowed to disclose the intellectual property to the other third party.











Item Nine Quality Assurance   1. Party A is responsible for the equipment quality, technical performance, and construction quality. Party B is responsible for the technical specifications and energy media quality.   2. For the CDQ system and waste heat power generation of CDQ system of Party A, Party B shall keep the coking and CDQ process functional, and provide necessary guidance and assistance. Parties shall fully cooperate to ensure the quality of the project.   Item Ten Warrants of Party A   Besides responsibilities in this agreement, Party A shall also:   1. Keep the power station operating properly and ensure that the electricity supplied to Party B complies with national safety standards.   2. Ensure the safety of its employees during construction and operation.   3. Provide reliable technical support and guarantee for the project.   4. Responsible for the operation of CDQ system and waste heat power generation from CDQ system, and bear operation costs.   5. Responsible for the design, equipment procurement, construction, installation, and test and adjustment.   Item Eleven Warrants of Party B   Besides responsibilities in this agreement, Party B shall also:   1. Provide Performance Guarantee Letter to state that Party B will purchase all electricity generated from the project.   2. Responsible for the permits and approvals for operation of the project. Party A is responsible for the permits, inspection and acceptance of the construction and Party B provides assistance.   3. Purchase all generated electricity from the project.   4. Cooperate with Party A's due diligence and provide required documents, and ensure that provided documents are true and authentic.   5. Provide leveled construction site. For details, refer to the Technology Attachment.











Item Twelve Promises   1. Party A and B agree to have long-term cooperation for current and further recycling energy projects. Party A has priority to develop further recycling energy projects for Party B.   2. If the change or update of industrial process or facility of Party B forces Party A to change its system, Party A will use new system cost and loss for replacement as the new system cost to calculate numbers according to Item Three to continue execute the project.   3. From the starting day of the project, Party B must ensure that the coking system works properly and working hours of the CDQ system must be no less than 8,000 hours/year. Party A must ensure the waste heat power generation system of CDQ working hours no less than 7,200 hours/year.   Item Thirteen Liability for Breach of Agreements   1. Unless otherwise agreed, either party cannot change or terminate the agreement without written consent of the other party except for force majeure. Equipment of both parties must work properly.   2. Party B shall pay Party A the energy saving service fee at the stipulated time, otherwise:   2.1 If Party B fails to pay Party A the energy saving service fee by 15t h of the month and the delay is within 60 days, the daily penalty is 0.05% of the overdue payment.   2.2 If the delay is over 60 days, it is regarded that Party B has no ability to perform its payment obligation. Party A can enforce the Performance Guarantee by Party B to take all project assets. Party B shall pay the actual energy saving service fees at once and pay Party A losses.   3. If any event affects the ability to its continue operation of the Party A or Party B, such as bankruptcy, going out of business, merging, transferring, separation or being dissolution, such party must give the other party a written notice within 30 days and provide documentary evidences. If such party cannot perform the contractual obligation, the other party suffered from loss could claim for compensation.   4. If the power plant cannot operate properly due to the shutdown of furnaces, facilities, or valves of Party B and such failure cannot be corrected upon a written notice from Party A to Party B within two days of occurrence of such event, Party B shall compensate the actual loss of Party A.











5. If the facilities and power plant cannot operate properly because of the equipment or human errors of Party A, then upon three consecutive months of the power generation system cannot reach 65% of its designed capacity, Party A shall compensate actual loss of Party B.   6. Party A shall adjust its maintenance time based on the production schedule of Party B. If Party A affects the production of Party B, Party A shall compensate for the loss.   7. Party A cannot transfer or mortgage the CDQ and CDQ power generation systems without the consent of Party B, otherwise it shall be responsible for the losses.   8. The CDQ and CDQ power generation systems shall comply with the national environmental protection standards. If the environment is polluted during the operation of the power plant, Party A shall bear the liability.   9. If the power generation causes upper level power network, each party shall bear their own liabilities based on the determination of the upper level power network operator.   Term Fourteen Force Majeure   If the project cannot be completed on schedule or supply power normally due to force majeure, such as war, flood, and earthquake, both parties shall be partially or fully exempt from their liabilities based on the effects of force majeure. If any party cannot perform the agreement due to force majeure, the party shall notify the other party immediately, provide the proof within 15 days, and keep the loss to a minimum with reasonable efforts.   Term Fifteen Settlement of Disputes   Both parties shall settle all disputes through amicable negotiations. If negotiations fail, either party could take a legal action to the local people's court where Party A is located.   Term Sixteen Agreement, Appendix, and Others   1. This agreement shall be signed and sealed by legal representatives or authorized representatives of both parties and take effect from the effective date.











2. After the agreement is signed, Party A shall complete its due diligence and provide Party B with the letter of confirmation. Parties shall sign Technical Appendix within 90 days after the agreement is signed.   3. The Technical Appendix and Performance Guarantee are an integral part of the agreement and have the same legal effect of the agreement.   4. The agreement can only be terminated after negotiation and agreement by Party A and B in writing. When the agreement is terminated, Party A has rights to dispose all assets of the recycling project.   5. As for matters not mentioned herein, Party A and Party B shall sign a supplemental agreement through negotiation. The supplemental agreement has same effect to the agreement. If there is any conflicts, the latest supplemental agreement prevails.   The agreement is made in quadruplicate. Each party holds two copies and they have the same legal effect.   Party A: Xi'an Zhonghong New Energy Technology Co., Ltd. (Seal)   Representative:   Party B: Boxing Cheng Li Gas Supply Co., Ltd. (Seal)   Representative: 
Question: Highlight the parts (if any) of this contract related to Volume Restriction that should be reviewed by a lawyer. Details: Is there a fee increase or consent requirement, etc. if one party’s use of the product/services exceeds certain threshold?
Example Output: After 800 million KWH, it shall be charged energy saving service fee with the rate of 0.20 RMB/KWH.

Example Input: Exhibit 99.5

[*] Designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the  Commission.

OPERATIONS AND MAINTENANCE AGREEMENT

Service Provider: Solar Power, Inc.  SEF Host Customer: Aerojet — Phase 1  SEF Site Location: Rancho Cordova, CA

THIS OPERATIONS AND MAINTENANCE AGREEMENT (this Agreement) is made and entered into as of the latest date referenced on the  signature page below (the Effective Date), by and between Solar Tax Partners 1, LLC, a California limited liability company (Owner), and Solar  Power, Inc. (Service Provider). Owner and Service Provider are sometimes hereinafter referred to individually as a Party and collectively as  the Parties.

RECITALS

A. Owner operates a solar energy facility (the SEF), and more particularly defined in Exhibit A hereto on the premises (the Premises)  described in Exhibit B hereto for the purposes of providing electric power to the Owner's host customer, Aerojet — Rancho Cordova, CA (the  User);

B. Owner desires to retain the services of Service Provider to operate and manage the SEF and provide scheduled maintenance of the SEF, and  Service Provider is willing to perform such services upon the terms and conditions set forth in this Agreement.

AGREEMENT

In consideration of the foregoing recitals, the mutual agreements, representations, warranties and covenants set forth in this Agreement and the  Exhibits hereto, and other good and valuable consideration, the receipt of which is hereby acknowledged, Owner and Service Provider agree as  follows:

ARTICLE 1.  RESPONSIBILITIES OF SERVICE PROVIDER

1.1 Appointment of Service Provider.

(a) Owner hereby appoints Service Provider, and Service Provider hereby accepts the appointment, to perform the SEF operations and maintenance  services (Services) on behalf of Owner as of the Services Commencement Date as further described in Exhibit C hereto in accordance with and  subject to the terms and conditions set forth in this Agreement.

(b) Except as otherwise expressly provided in this Agreement, Service Provider shall perform the Services and its obligations under this  Agreement, and act at all times as an independent Service Provider of Owner. None of Service Provider's employees shall be, or shall be  considered to be, employees of Owner. Service Provider shall be fully responsible for the payment of all wages, salaries, benefits and other  compensation to its employees. This Agreement is not intended to create, and shall not be construed to create, and neither Party shall be or  constitute, or be deemed or construed to be or constitute, under any circumstances or for any purpose whatsoever, a partner, joint venturer, agent  (except as specifically provided in this Agreement) or legal representative of the other Party, and the Parties expressly disclaim any intention to  create a partnership, joint venture, association or other such relationship. Neither Party is granted any right or authority to assume or create any  obligation or responsibility, express or implied, on behalf of or in the name of the other Party, or to bind the other Party in any manner (except as  specifically provided in this Agreement).

1.2 Performance of Maintenance Services. Service Provider shall perform the maintenance portion of the Services in a clean, safe, efficient and  environmentally reasonable manner and maintain the SEF in good operating and mechanical condition in accordance with this Agreement and (i)  all applicable laws and permits, (ii) all applicable express warranties and guarantees provided by manufacturers, suppliers, or Service Providers who  provided materials or labor under the Engineering, Procurement and Construction Agreement dated September 30, 2009 (the EPC Agreement)  for the SEF subject to the terms and limitations thereof, and (iii) all manufacturer's maintenance instructions and specifications.

1.3 Performance Objectives. Service Provider shall perform the Services and its obligations under this Agreement in a manner that (a) insures the  operation of the SEF within all required operational parameters and requirements, (b) preserves all warranties provided by manufacturers, suppliers,  or Service Providers who provided materials or labor under the EPC Agreement relating to the SEF, subject to Force Majeure, (c) maintains the SEF,  and

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(d) seeks to minimize the variable operating costs of and wear and tear on the SEF, including using commercially reasonable efforts to achieve  industry standard levels of SEF availability.

1.4 Non-Covered Services.

(a) The Services shall not include, and Service Provider shall not be responsible for, any operations, maintenance, repair, or other services beyond  the Services set forth in Exhibit C (such non-covered services referred to hereinafter as Non-Covered Services). All work associated with Non- Covered Services will be billed according to the terms of Section 2.2. Any studies or other services required by Owner to review options to  optimize system performance will be provided as Non-Covered Services.

(b) The Performance of any Non-Covered Services by Service Provider shall require a written request from Owner specifying the Non-Covered  Services to be performed by Service Provider. Notwithstanding the foregoing, if (i) the costs of Non-Covered Services to be performed by Service  Provider do not exceed $500.00 in any single instance, or (ii) the Non-Covered Services are provided by Service Provider on an emergency basis to  prevent an imminent danger of injury, loss, or damage (exceeding $500.00), Service Provider shall attempt to notify Owner via telephone prior to the  performance of any Non-Covered Services and shall be authorized to proceed with the performance of such Non-Covered Services upon receiving  verbal approval from Owner. Should Service Provider be unable to contact Owner prior to providing any Non-Covered Services on an emergency  basis, Service Provider shall be authorized to perform such emergency Non-Covered Services without prior approval from Owner and shall notify  Owner immediately thereafter in writing specifying the nature of the emergency and the Non-Covered Services provided.

(c) Service Provider shall perform any Non-Covered Services only to the extent Service Provider is capable of, and licensed to, provide such Non- Covered Services and in accordance with the provisions of this Agreement.

1.5 Permits. Service Provider shall identify, procure, obtain, maintain and comply with all permits that may be required under applicable laws for or  in connection with the performance of Services (and Non-Covered Services as actually provided by Service Provider) and that need to be  procured, obtained and maintained by or in the name of Service Provider. Owner shall provide Service Provider with such assistance and  cooperation as may reasonably be required in order to obtain and maintain all such Permits. Service Provider shall submit copies of all applications  for, and proposed forms of, all such Permits to Owner with sufficient time to allow for Owner's review and approval.

1.6 Cooperation with Other Service Providers. Service Provider acknowledges that Owner has retained, and may from time to time retain, other  Service Providers to provide maintenance, administrative and management services for Owner in connection with the SEF or otherwise at the  Premises. Service Provider shall cooperate and coordinate its activities hereunder with such other Service Providers. Service Provider shall not be  responsible in any way for any services provided by other Service Providers retained by Owner. Owner shall instruct all other Service Providers to  coordinate the performance of services with Service Provider so as to not interfere with Service Provider's performance of Services.

1.7 Personnel Standards.

(a) Service Provider's employees shall be qualified (and if required by applicable law, licensed, certified or registered) and experienced in the  functions to which they are assigned and shall meet the requirements of all permits, all applicable laws and the then-current SEF maintenance  manuals (to the extent copies of which have been provided to Service Provider by Owner). If requested, Service Provider shall provide to Owner  evidence of the competence of such personnel including details of their previous experience and qualifications. If Owner or User reasonably  determines an employee of Service Provider to be under-qualified, disruptive, non-cooperative or otherwise undesirable at the Premises, Owner or  User may request the immediate removal of such employee from the Premises for any existing or future delivery of the Services and the replacement  of such employee with a different employee of Service Provider; provided that Owner or User, as the case may be, will use commercially reasonable  efforts to provide reasonable notice to Service Provider of the need for such proposed removal. Neither Owner's or User's request to Service  Provider to remove an employee, nor Service Provider's removal of an employee following Owner's or User's request, shall relieve Service Provider  of any of its obligations hereunder or be construed as a waiver by Owner or User of any of its rights under this Agreement.

(b) Service Provider shall institute policies to forbid and prevent the possession or use of firearms, alcohol and illegal drugs at the Premises.  Service Provider shall institute policies that require post-accident and for-cause drug or alcohol testing. Service Provider shall institute policies  that require the immediate removal and permanent expulsion from the Premises, and from any activity associated with the Services being performed  at the Premises, of any individual person who at any time is found in possession of firearms, alcohol or illegal drugs at the Premises or otherwise  not in compliance with this Section 1.6.

1.8 O&M Data and Records.

(a) Service Provider shall prepare and maintain all reports and other information relating to the SEF maintenance (the SEF O&M Reports) and  make such SEF O&M Reports available to Owner (i) within ten (10) business days following performance of any Services under this Agreement  and (ii) upon reasonable request at any time

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by Owner, within ten (10) business days following such request. Service Provider shall make the SEF O&M Reports available to Owner in hard  copy and electronic formats.

(b) Service Provider shall prepare reports and data related to the maintenance of hazardous materials introduced on-site by the Service Provider at  the SEF in a manner complying with all applicable laws.

1.9 Performance of Operational Services Service Provider shall perform the operational portion of the Services in a professional manner consistent  with standards for the management and operation of an SEF of this size and type.

ARTICLE 2.  COMPENSATION AND PAYMENT

2.1 Services Fee.

(a) As full compensation to Service Provider for the performance of Services hereunder, Owner shall pay Service Provider the Services Fee  (Services Fee) set forth on Exhibit D hereto.

(b) Unless agreed otherwise in writing by Owner or pursuant to Section 1.4, the payment of Services Fee shall be full consideration for all time and  materials used by Service Provider in the performance of Services and Service Provider shall not be entitled to any additional cost reimbursement  for any materials used during Services.

2.2 Billing for Non-Covered Services.

(a) In the event that Service Provider provides any Non-Covered Services (or any other services not included within the scope of the Services),  Service Provider shall submit an invoice and Owner shall compensate Service Provider for such services per the Billing Rate Schedule in Exhibit D.  Third party services will be billed directly to Owner by the applicable third party and shall be paid by Owner directly in a timely manner.

(b) Service Provider shall invoice Owner within thirty (30) days of completion of any Non-Covered Services.

2.3 Terms of Payment. Owner shall pay Service Provider within thirty (30) days after the invoice date. Fees are conditioned upon timely payment  and any past due balance will accrue interest at the monthly rate of one and one half percent (1.5%).

2.4 Taxes. Notwithstanding any provision in this Agreement to the contrary, amounts set forth in this Agreement are inclusive of sales, use, ad  valorem, business or any other taxes duties, or other fees, assessments, or charges payable by Service Provider on the Services provided by  Service Provider hereunder.

2.5 User has No Obligation to Pay. Owner and Service Provider each acknowledge that User shall have no obligation to pay any amounts  whatsoever under this Agreement.

ARTICLE 3.  TERM; TERMINATION

3.1 Term.

(a) The term of this Agreement shall commence on the Services Commencement Date and remain effective for ten (10) years (the Initial Term)  unless terminated in accordance with its terms. This Agreement shall be subject to an automatic extension for consecutive one (1) year periods  thereafter (each, an Extension Term and together with the Initial Term, the Term), unless terminated (i) in accordance with its terms or (ii)  upon thirty (30) days' written notice by either Party to the other Party.

(b) Notwithstanding the foregoing, either Party may terminate this Agreement at any time with immediate effect by written notice to the other Party,  if such other Party is in breach of its representations, warranties, obligations and covenants under the terms of this Agreement, which breach has  remained uncured for more than thirty (30) days after initial notice of such breach from the nonbreaching Party to the other Party.

3.2 Obligations Following Termination. Within five (5) days after the termination or expiration of this Agreement, and upon Owner's payment in full  of the amounts due Service Provider under the Agreement, Service Provider shall deliver to Owner all of the SEF O&M Reports, SEF books,  records and property in its possession or under its control, and all materials, supplies, consumables, manuals and any other items furnished to  Service Provider by Owner.

ARTICLE 4.  INSURANCE

4.1 Service Provider Insurance. Within thirty (30) days after the Effective Date, Service Provider shall provide a certificate of insurance and  thereafter shall maintain the following insurance during the Term with insurance carriers reasonably acceptable to Owner:

(a) Commercial General Liability. Service Provider shall provide and maintain commercial general liability insurance with combined single policy  limits not less than Two Million Dollars ($2,000,000) for bodily injury or property damage for each occurrence and in the aggregate, including broad  form contractual liability insurance, broad form property damage, personal injury, products and completed operations insurance.

(b) Automobile Liability. Service Provider shall provide and maintain business auto liability insurance covering owned, non-owned and hired  automobiles in the amount of One Million Dollars ($1,000,000) combined

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single policy limit for bodily injury and property damage for each accident.

(c) Worker's Compensation. Service Provider shall provide and maintain worker's compensation insurance as required by applicable law where the  Services are performed and employer's liability insurance with a limit of liability of One Million Dollars ($1,000,000) for each accident and in the  aggregate.

(d) Excess Liability Insurance. Service Provider shall provide and maintain excess liability insurance covering employer's liability, commercial  general liability, and business automobile liability, in the amount of Five Million Dollars ($5,000,000) combined single limit policy limit per  occurrence and in the aggregate for bodily injury and property damage.

(e) Primary Insurance. All policies of insurance referred to in this Section 4.1 shall be endorsed: (i) to specify that they are primary to and not  excess to or on a contributing basis with any insurance or self-insurance maintained by Owner, Owner and User (and their respective Affiliates) or  any SubService Providers in respect of losses arising out of or in connection with the Services; (ii) to include Owner, Owner, User and, upon  User's request and if applicable, User's landlord, or a subsequent owner, tenant or subtenant of the Premises as additional insureds; and (iii)  contain a standard severability of interests clause.

(f) Payment of Deductible. The payment of any deductible for any insurance required pursuant to this Section 4.1 shall be the responsibility of  Service Provider, unless the loss covered by such insurance is caused by the negligence or willful misconduct of Owner, its officers, directors,  agents, employees, and assigns, in which case the deductible shall be paid by Owner.

(g) Waiver of Subrogation. Service Provider shall require that its insurers release and waive all rights of subrogation against Owner, User, User's  landlord, if applicable, or a subsequent Owner, tenant or subtenant of the Premises with respect to any insurance carried by Service Provider,  whether or not required by this Agreement.

4.2 General. The provisions of this Article 4 do not modify, change or abrogate any responsibility of Service Provider stated elsewhere in this  Agreement. Owner assumes no responsibility for the solvency of any insurer or the failure of any insurer to settle any claim.

ARTICLE 5.  INDEMNIFICATION

5.1 Indemnification. Each party (Indemnifying Party) shall indemnify the other party, its officers, directors, agents, employees, and assigns  (each, an Indemnified Party), and undertake to defend and hold the Indemnified Party harmless from and against any claim, demand, suits,  cause of action, losses, penalties, obligations, liabilities, damages, and expenses (including court costs, reasonable attorneys' fees, interest  expenses and amounts paid in compromise or settlement) (Loss) arising out of personal injury or third party property damages to the extent  caused by or arising out of the fault of or negligent acts or omissions of the Indemnifying Party.

5.2 Claims for Indemnification. The following provisions shall apply to any claim for indemnification pursuant to this Article 5 (each, an  Indemnity Claim):

(i) If an Indemnified Party determines that it is entitled to indemnification under this Section 5, such Indemnified Party shall promptly notify the  Indemnifying Party in writing of the Loss specifying (to the extent that such information is available) the following: the factual basis for the  Indemnity Claim and the amount of the Indemnity Claim or, if an amount is not then determinable, and, if an estimate is feasible in the  circumstances, an estimate of the amount of the Indemnity Claim;

(ii) a reasonably detailed description of the basis for its potential claim for indemnification with respect to such Indemnity Claim; and

(iii) a complete copy of all notices, pleadings and other papers related to such Indemnity Claim that have been received by the Indemnified Party  prior to the date such notice is provided to Indemnifying Party; provided that failure to give such notice or to provide such information and  documents shall not relieve Indemnifying Party of any indemnification obligation it may have under this Article 5 unless and only to the extent that  such failure shall materially diminish the ability of Indemnifying Party to respond to the Indemnity Claim or to defend the Indemnified Party.

(b) The Indemnified Party agrees to provide all reasonably necessary or useful information, assistance and authority to settle and/or defend any  Loss; provided that failure to do so will not affect the indemnity except to the extent the Indemnifying Party is prejudiced thereby. In the event of a  Loss claimed by a third party, the selection of counsel, the conduct of the defense of any lawsuit, arbitration, or other proceeding, and any  settlement shall solely be within the Indemnifying Party's control, provided that the Indemnified Party shall have the right to participate in the  defense of such Loss using counsel of its choice, at its expense. No settlement that would impose any costs or expense upon the Indemnified  Party shall be made without such Party's prior written consent.

(c) Any dispute as to whether or not the Indemnified Party's right to indemnification applies, and the amount of the Indemnity Claim (as it may  have been compromised or settled by the Indemnified Party, or determined in a proceeding, pending resolution of such dispute) shall be resolved  in accordance with the dispute resolution procedures set forth in Article 6.

ARTICLE 6.  DISPUTE RESOLUTION AND ARBITRATION

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6.1 If disputes or disagreements arise related to this Agreement, Owner and Service Provider each commit to resolving such disputes or  disagreements in an amicable, professional and expeditious manner so as to avoid unnecessary losses, delays and disruptions to the Services.

6.2 Owner and Service Provider will first attempt to resolve disputes or disagreements through discussions between their respective  representatives.

6.3 [reserved]

6.4 In the event of a dispute, claim, or controversy arising out of or in connection with this Contract, the Parties through their designated  representatives or program managers agree to confer and attempt to resolve the matter informally in good faith. If such dispute cannot be resolved  in this manner within ten (10) calendar days after notice of the dispute is given to the other Party, then the matter shall be referred to the Parties'  senior officers for their review and resolution. If the matter cannot be resolved in good faith by such officers within fifteen (15) calendar days  following such referral, the matter shall be submitted to non-binding mediation. Such mediation shall commence no later than thirty (30) calendar  days after submission of the dispute and shall be conducted in the locality where the Services have been performed and in accordance with the  then prevailing rules of the Construction Industry Mediation Rules of the American Arbitration Association. The mediation shall be conducted by  one neutral mediator, who shall have experience in the general subject matter to which the dispute relates and who shall be agreed to by the  Parties. In the event that the dispute is not resolved pursuant to such mediation, each Party may pursue any rights and remedies as each may  have, whether at law or in equity. EACH OF THE PARTIES HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY  DISPUTE ARISING OUT OF OR RELATING TO THIS CONTRACT. During the course of the dispute resolution procedures provided in this  Article 6 (Dispute Resolution), Service Provider shall continue to perform its obligations hereunder in good faith until the final resolution of the  dispute, claim or controversy, so long as there has not occurred an event of default by Owner which is not cured within the applicable period  under Section 3.1.

ARTICLE 7.  CONFIDENTIAL INFORMATION

7.1 Confidentiality.

(a) Confidentiality. Except as required under applicable law, each Party shall hold in confidence all documents and other information, whether  technical or commercial, relating to this Agreement or the design, financing, construction, ownership, operation or maintenance of the SEF that is  of a confidential nature and that is supplied to it by or on behalf of the other Party. The Party receiving such documents or information shall not  publish or otherwise disclose them or use them for its own purposes (otherwise than as may be required by it, its professional advisers, or  potential or actual lenders or investors, or potential or actual subcontractors to perform its obligations or to assert its rights under this  Agreement). Each Party further agrees, to the extent requested by the supplier of such information, to require its subcontractors, vendors,  suppliers and employees to enter into appropriate nondisclosure agreements relative to such confidential information, prior to the receipt thereof.  To the extent reasonably required, confidential information may be made available to potential debt and equity investors and as necessary subject  to a mutually acceptable confidentiality agreement or to respective advisors who are bound to confidentiality by applicable rules of professional  conduct or by mutually acceptable confidentiality agreements. The provisions of this Section 7.1 shall not apply to information within any one of  the following categories or any combination thereof: (1) information that was in the public domain prior to the receiving Party's receipt or that  subsequently becomes part of the public domain by publication or otherwise, except by the receiving party's wrongful act; (2) information that the  receiving Party can demonstrate was in its possession prior to receipt thereof from the disclosing Party and not otherwise subject to an obligation  of confidentiality; or (3) information received by a Party from a third party having no obligation of secrecy with respect thereof.

(b) The obligations of the Parties under this Section will survive for a period of two (2) years from and after the expiration or termination of the  Agreement.

ARTICLE 8.  NOTICES

8.1 Notices. All notices, requests, statements or payments will be made to the addresses and persons specified on the signature page below. All  notices, requests, statements or payments will be made in writing. Notices required to be in writing will be delivered by hand delivery, overnight  delivery or U.S. mail. Notice by hand delivery or overnight delivery will be deemed to have been received when delivered. A Party may change its  address by providing notice of the same in accordance with the provisions of this section.

ARTICLE 9.  ASSIGNMENT; BINDING EFFECT

9.1 Assignment; Binding Effect.

(a) Service Provider shall not, without the prior written consent of Owner, which consent will not be unreasonably withheld or delayed, assign,  pledge or transfer all or any part of, or any right or obligation under, this Agreement, whether voluntarily or by operation of law, and any such  assignment or transfer without such consent will be null and void; provided, however, that notwithstanding the foregoing, Service Provider may,  without the consent of Owner, assign,

5







pledge or transfer all or any part of Service Provider's payment rights under this Agreement (i) to any affiliate of Service Provider, (ii) to any party  that acquires Service Provider or all or substantially all of Service Provider's assets, or (iii) for security purposes in connection with any financing  and, provided further, that Service Provider shall remain fully liable for the performance of all of Service Provider's obligations under this  Agreement. Service Provider shall deliver notice of any such assignment, pledge or transfer to Owner in writing as soon as reasonably practicable  thereafter. Owner agrees to execute such reasonable consents to assignment and other documents, and to provide such information, as is  reasonably requested by Service Provider in connection with any such assignment, pledge or transfer. Any payment made by Owner to Service  Provider after the effective date of such assignment, pledge or transfer and within ten (10) business days after receipt of Service Provider's written  notice, shall be deemed payment to the assignee, pledgee, or transferee identified in Service Provider's notice. In addition, Service Provider may  subcontract any or all of its duties hereunder, but no such subcontract shall relieve Service Provider of any such subcontracted duties

(b) Owner may, without the consent of Service Provider, assign, pledge or transfer all or any part of, or any right or obligation under this  Agreement (i) to any affiliate of Owner (including any affiliate of Owner's manager), (ii) to any party that acquires Owner or all or substantially all  of Owner's assets, (iii) to User, or (iv) for security purposes in connection with any financing or other financial arrangements regarding the SEF,  provided, however, that Owner shall remain fully liable as a guarantor for all of its payment obligations under this Agreement. Owner shall deliver  notice of any such assignment, pledge or transfer to Service Provider in writing as soon as reasonably practicable thereafter. Service Provider  agrees to execute such reasonable consents to assignment and other documents, and to provide such information, as is reasonably requested by  Owner in connection with any such assignment, pledge or transfer.

(c) Subject to the foregoing restrictions on assignment, this Agreement will inure to the benefit of and be binding upon the Parties and their  respective successors and permitted assigns.

9.2 Cooperation with Financing. Service Provider acknowledges that Owner will be financing the acquisition of the SEF and Service Provider  agrees that it shall reasonably cooperate with Owner and its financing parties in connection with such financing for the SEF, including the  furnishing of such information and the giving of such certificates; provided that the foregoing undertaking shall not obligate Service Provider to  materially change any rights or benefits, or materially increase any burdens, liabilities or obligations of Service Provider, under this Agreement  (except for providing notices and additional cure periods to the financing parties with respect to Events of Defaults with respect to Owner as a  financing party may reasonably request).

ARTICLE 10.  MISCELLANEOUS

10.1 Hazardous Conditions. Service Provider is not responsible for any Hazardous Conditions encountered at the Premises. Upon encountering  any Hazardous Conditions, Service Provider will stop work immediately in the affected area and duly notify Owner and, if required by any legal  requirements, all government or quasi-government entities with jurisdiction over the Premises. Hazardous Conditions are any materials, wastes,  substances and chemicals deemed to be hazardous under applicable legal requirements, or the handling, storage, remediation, or disposal of which  are regulated by applicable legal requirements.

(a) Upon receiving notice of the presence of suspected Hazardous Conditions, Owner shall take the necessary measures required to ensure that  the Hazardous Conditions are remediated or rendered harmless. Such necessary measures shall include Owner retaining qualified independent  experts to (i) ascertain whether Hazardous Conditions have actually been encountered, and, if they have been encountered, (ii) prescribe the  remedial measures that Owner must take either to remove the Hazardous Conditions or render the Hazardous Conditions harmless.

(b) Service Provider shall be obligated to resume Services at the affected area of the Premises only after Owner's expert provides it with written  certification that (i) the Hazardous Conditions have been removed or rendered harmless and (ii) all necessary approvals have been obtained from  all government and quasi-government entities having jurisdiction over the Premises.

(c) To the fullest extent permitted by law, Owner shall indemnify, defend and hold harmless Service Provider, and its officers, directors, employees  and agents, from and against any and all claims, losses, damages, liabilities and expenses, including reasonable attorneys' fees and expenses,  arising out of or resulting from the presence, removal or remediation of Hazardous Conditions at the Premises

(d) Notwithstanding the preceding provisions of this Section 10.1, Owner is not responsible for Hazardous Conditions introduced to the Premises  by Service Provider or anyone for whose acts they may be liable. To the fullest extent permitted by law, Service Provider shall indemnify, defend  and hold harmless Owner and Owner's officers, directors, employees and agents from and against all claims, losses, damages, liabilities and  expenses, including attorneys' fees and expenses, arising out of or resulting from those Hazardous Conditions introduced to the Premises by  Service Provider or anyone for whose acts it may be liable.

10.2 Governing Law. This Agreement will be governed by the laws of the State of California, without

6







giving effect to the conflicts of laws principles thereof. The parties agree to perform their respective obligations under this Agreement in  accordance with applicable laws.

10.3 Entire Agreement; Amendments. This Agreement (including the exhibits, any written schedules, supplements or amendments) constitutes the  entire agreement between the Parties, and shall supersede any prior oral or written agreements between the Parties, relating to the subject matter  hereof. Except as otherwise expressly provided in this Agreement, any amendment, modification or change to this Agreement will be void unless in  writing and executed by both Parties.

10.4 Non-Waiver. No failure or delay by either Party in exercising any right, power, privilege, or remedy hereunder will operate as a waiver thereof.  No waiver by either Party of a breach of any term or provision contained herein shall be effective unless signed and in writing and signed by the  waiving party. No consent by either Party to, or waiver of, a breach by either Party, whether express or implied, shall be construed, operate as, or  constitute a consent to, waiver of, or excuse of any other or subsequent or succeeding breach by either Party.

10.5 Severability. If any part, term, or provision of this Agreement is determined by an arbitrator or court of competent jurisdiction to be invalid,  illegal, or unenforceable, such determination shall not affect or impair the validity, legality, or enforceability of any other part, term, or provision of  this Agreement, and shall not render this Agreement unenforceable or invalid as a whole. Rather the part of this Agreement that is found invalid or  unenforceable will be amended, changed, or interpreted to achieve as nearly as possible the same objectives and economic effect as the original  provision, or replaced to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the stricken provision, within  the limits of applicable law or applicable court decisions, and the remainder of this Agreement will remain in full force

10.6 No Third Party Beneficiary. Nothing in this Agreement will provide any benefit to any third party or entitle any third party to any claim, cause  of action, remedy or right of any kind.

10.7 No Recourse to Affiliates. This Agreement is solely and exclusively between the Parties, and any obligations created herein on the part of  either Party shall be the obligations solely of such Party. No Party shall have recourse to any parent, subsidiary, partner, member, affiliate, lender,  director, officer or employee of the other Party for performance or non-performance of any obligation hereunder, unless such obligations were  assumed in writing by the Person against whom recourse is sought.

10.8 Counterparts. This Agreement may be executed in any number of counterparts, and in original or portable document format, and by the  different parties hereto on the same or separate counterparts, each of which shall be deemed to be an original instrument, and all of which together  shall constitute one and the same Agreement.

10.9 Further Assurances. The Parties shall at their own cost and expense do such further acts, perform such further actions, execute and deliver  such further or additional documents and instruments as may be reasonably required or appropriate to consummate, evidence, or confirm the  agreements and understandings contained herein and to carry out the intent and purposes of this Agreement.

10.10 General Interpretation. The terms of this Agreement have been negotiated by the Parties hereto and the language used in this Agreement  shall be deemed to be the language chosen by the Parties hereto to express their mutual intent. This Agreement shall be construed without regard  to any presumption or rule requiring construction against the Party causing such instrument of any portion thereof to be drafted, or in favor of the  Party receiving a particular benefit under this Agreement. No rule of strict construction will be applied against any person.

10.11 Access to Premises. Owner shall furnish reasonable access to the Premises in order to allow Service Provider to perform the Services. Service  Provider's access to the Premises (including its agents, employees, and representatives) shall be subject to User's rules and regulations, security  policies and guidelines and access control systems and procedures (as provided by Owner to Service Provider as of the Effective Date). Owner  shall coordinate and provide for User's, or User's agent's, supervision of Service Provider, as may be required by User, in a manner that shall not  disrupt Service Provider's performance of the Services.

10.12 No Claims against the Premises. Service Provider understands and acknowledges that the SEF is separate from, and not an improvement to or  a part of the Premises and that the SEF is separately owned by Owner. Owner, and not User, any owner, landlord, tenant, or subtenant of the  Premises, is solely responsible for the payment of all Services Fees, and Service Providers shall have no claim against the Premises for unpaid  Services Fees. Service Provider agrees not to attempt to record any lien against the Premises for unpaid Services Fees.

10.13 Headings. The headings of the Sections of this Agreement are inserted for convenience of reference only and do not form a part or affect the  meaning hereof.

10.14 Public Announcements. Notwithstanding anything to the contrary set forth herein, each Party acknowledges that the other Party (the  Public Party) is or may become a publicly-held company, and in conjunction with its duties as a publicly-held company, such Public Party may  from time to time be required to report to the public by filing appropriate disclosure statements with the Securities and Exchange Commission on  form 8(k,) periodical reports, or otherwise according to applicable securities laws and regulations, or through press releases (collectively, Public  Information); provided, however, that unless required by law, the Public Party shall not use the other Party's, Owner's, or User's name or brand  in such Public Information without prior written consent of the other Party, which shall not be

7







unreasonably, withheld, conditioned or delayed. To the extent consistent with applicable law, the Public Party shall have given the other Party,  Owner, or User advance notice and an opportunity to review and provide comment on such releases. On the Public Party's request, the other Party  shall provide a written description of information about such Party as it should appear in such filings.

10.15 Force Majeure. Notwithstanding anything to the contrary elsewhere in this Agreement, neither Party shall be liable for any failure to comply  with its obligations under the this Agreement, other than to pay moneys due, to the extent arising out of any circumstances not within the  reasonable control, directly or indirectly, of the Party affected (Force Majeure). Force Majeure shall include fire, explosion, flood, earthquake,  hurricane, tornado, storm, wind or other unusually adverse weather, civil commotions, civil disobedience, war, rebellion, sabotage, acts of civil or  military authority, acts of public enemy, acts of terrorism, boycotts, industry-wide strike or labor difficulties, acts of God, and any actions or  inactions by the local utility, but shall not include any inability to make payments that are due hereunder. Each Party shall be entitled to an  equitable adjustment for its performance obligations hereunder arising from Force Majeure. A Party claiming Force Majeure shall promptly notify  the other party, specifying in reasonable detail the event of Force Majeure, the expected duration, and the steps such party is taking to remedy any  delay.

[SIGNATURE PAGE FOLLOWS]

8







Operations and Maintenance Agreement Aerojet 1

INTENDING TO BE LEGALLY BOUND, Owner and Service Provider have signed this Agreement through their duly authorized representatives  effective as of the latest date set forth below.

OWNER:

Date: December 11, 2009

SOLAR TAX PARTNERS 1, LLC

By: /s/ HEK Partners, LLC by William Hedden and Steven Kay

Printed name: William Hedden and Steven Kay

Title: Members

Address:

1838 15th Street

San Francisco, CA

SERVICE PROVIDER:

Date: December 11, 2009

SOLAR POWER, INC.

By: /s/ Todd Lindstrom

Printed name: Todd Lindstrom

Title: Executive Vice President

Telephone: ( 916 ) 745-0900

Address:

1115 Orlando Drive  Roseville, CA 95661

Telephone: (916) 745-0900  Telefax: (916) 721-0428







Opertations and Maintenance Agreement Aerojet 1

EXHIBIT A

SEF DESCRIPTION

3.6 MW SYSTEM

(17,632) SPI SP205 MODULES

(6) (AE 500KW) INVERTERS

(3) 480V-12.7 KV TRANSFORMERS

SEF IS A SINGLE AXIS CONERGY TRACKER SYSTEM

Exhibit A-1







Operations and Maintenance Agreement Aerojet 1

EXHIBIT B

DESCRIPTION OF PREMISES

AEROJET — PHASE 1

RANCHO CORDOVA, CA

Exhibit B-1







Operations and Maintenance Agreement Aerojet 1

EXHIBIT C

SCOPE OF SERVICES

As of the Delivery Date (as defined in the EPC) (Services Commencement Date), Service Provider shall provide the Services marked below as  frequently as indicated below in accordance with the terms and conditions of this Agreement:

MAINTENANCE SERVICE SCHEDULE

Exhibit C-1

          SERVICES         INCLUDED         (ONLY IF         CHECKED)   SERVICE DESCRIPTION   SERVICE FREQUENCY þ



INSPECTION OF SEF'S GENERAL SITE CONDITIONS, PV ARRAYS, ELECTRICAL  EQUIPMENT, MOUNTING STRUCTURE, DATA ACQUISITION SYSTEM, AND  BALANCE OF SYSTEM PROVIDED UNDER EPC.

BI-ANNUALLY (TBD)

          þ     SYSTEM TESTING, INCLUDING STRING LEVEL OPEN CIRCUIT VOLTAGE AND DC  OPERATING AMPERAGE TESTS.   EVERY 2 YEARS

          o     RECALIBRATION OR REPLACEMENT OF DAS SENSORS AND METERS (PER  MANUFACTURER'S INSTRUCTIONS)   EVERY 3 YEARS

          þ     INVERTER PREVENTIVE MAINTENANCE PER MANUFACTURER'S OPERATING  GUIDELINES.   ANNUALLY

          þ    CLEANING OF INVERTER CABINET AIR VENTS   BI-ANNUALLY (TBD)           þ     CLEANING AND CHANGING INVERTER AIR FILTERS (PER MANUFACTURER  WARRANTY REQUIREMENTS)   ANNUALLY

          þ     CLEANING AND REMOVING DUST FROM INVERTER HEAT SINKS (PER  MANUFACTURER WARRANTY REQUIREMENTS)   BI-ANNUALLY (TBD)







Operations and Maintenance Agreement Aerojet 1

Exhibit C-2

          SERVICES         INCLUDED         (ONLY IF         CHECKED)   SERVICE DESCRIPTION   SERVICE FREQUENCY þ



CHECKING TORQUE MARKS AND RE-TIGHTENING APPROPRIATE WIRING  CONNECTIONS TO DESIGN SPECIFICATION TORQUE FORCE (PER  MANUFACTURER'S GUIDELINES)

ANNUALLY

          þ     CLEANING OF PV ARRAY MODULES (USING CLEAR WATER AND SOFT BRUSH  ONLY)   BI-ANNUALLY, AS REQUIRED

          þ     REMOVAL OF ANY MATERIALS (E.G. TRASH, BIRDS NESTS, ETC.) THAT MAY BE  FOUND UNDER THE PV ARRAY MODULES OBSTRUCTING AIRFLOW   ANNUALLY

          þ     INSPECTION, MAINTENANCE AND TESTING OF MECHANICAL TRACKERS,  REPLACEMENT OF FLUIDS   BI-ANNUALLY, AS REQUIRED

          þ     INSPECT ARRAY MOUNTING STRUCTURE, CARPORT STRUCTURE, CONDUIT RUNS,  AND OTHER PHYSICAL COMPONENTS FOR WEAR OR DAMAGE   ANNUALLY

          o    INSPECT AND REPAIR MODULE WATER SPRAY / RINSING SYSTEM   ANNUALLY           þ     INSPECT AND TEST, AS APPROPRIATE, TRACKING ELECTRICAL COMPONENTS  (PER MANUFACTURER'S GUIDELINES)   ANNUALLY

          þ



PROVIDE WRITTEN SEF MAINTENANCE REPORT



TEN (10) BUSINESS DAYS FOLLOWING  PERFORMANCE OF MAINTENANCE  SERVICES







Operations and Maintenance Agreement Aerojet 1

OPERATIONAL AND MANAGEMENT SERVICE SCHEDULE

GENERAL REQUIREMENTS:

OWNER IS OBLIGATED TO SATISFY CERTAIN OPERATIONAL REQUIREMENTS IN CONNECTION WITH THAT CERTAIN POWER PURCHASE AGREEMENT  DATED MAY 8, 2009 (PPA), BETWEEN OWNER AND USER), AND CERTAIN MAINTENANCE AND REPAIR OBLIGATIONS UNDER THAT CERTAIN LEASE  DATED DECEMBER ___, 2009 (LEASE) BETWEEN OWNER AND MASTER TENANT 2008-C, LLC (MASTER TENANT). SERVICE PROVIDER AGREES  TO PROVIDE OPERATIONAL AND MANAGEMENT SERVICES TO OWNER, INCLUDING WITHOUT LIMITATIONS, TO ADMINISTER THE OPERATIONAL  OBLIGATIONS OF OWNER UNDER THE PPA AND THE MAINTENANCE AND REPAIR OBLIGATIONS UNDER THE LEASE, AND TO PROVIDE ADDITIONAL  OPERATIONAL AND MANAGEMENT SERVICES AS SET FORTH BELOW.

OPERATE AND MAINTAIN SEF IN ACCORDANCE WITH PRUDENT INDUSTRY PRACTICES AND APPLICABLE UTILITY STANDARDS AND AS REQUIRED BY  THE INTERNAL REVENUE CODE IN ORDER FOR THE OWNER TO QUALIFY FOR AND MAINTAIN ENERGY CREDITS OR CASH GRANT. [SOURCE: PPA 2 (A)]

INSTALL AND MAINTAIN IN ACCORDANCE WITH PRUDENT INDUSTRY STANDARDS A REVENUE QUALITY METER THAT MEETS UTILITY REQUIREMENTS  WITH ELECTRONIC DAS CAPABILITIES. IF REQUESTED BY USER, SERVICE PROVIDER SHALL TEST DAS ANNUALLY AND CERTIFY RESULTS.  [SOURCE: PPA 6(A)]

PRESERVE ALL PPA DATA FOR A MINIMUM OF TWO YEARS FOLLOWING THE COMPILATION OF DATA. [SOURCE: PPA 6(C)]

ENSURE ALL ENERGY GENERATED BY THE SEF CONFORMS TO UTILITY SPECIFICATIONS, INCLUDING THE INSTALLATION AND MAINTENANCE OF  PROPER POWER CONDITIONING AND SAFETY EQUIPMENT, SUBMITTAL OF NECESSARY SPECIFICATIONS, COORDINATION OF UTILITY TESTING AND  VERIFICATION. [SOURCE: PPA 7(B)]

ARRANGE DELIVERY OF ENERGY OUTPUT TO USER AND ANY INSTALLATION AND OPERATION OF EQUIPMENT ON USER'S SIDE NECESSARY FOR  ACCEPTANCE AND USE OF THE ENERGY OUTPUT [SOURCE PPA 7(C)]

PERFORM ALL INVOICING, INVOICE ADJUSTMENTS, AND INVOICE DISPUTES, AND OTHER ACCOUNTING FUNCTIONS RELATED TO THE OPERATION OF  THE SEF UNDER THE PPA. [SOURCE: PPA 8 AND 9]

Exhibit C-3







Operations and Maintenance Agreement Aerojet 1

PROVIDE AND TAKE REASONABLE MEASURES FOR SECURITY OF THE GENERATING FACILITY AGAINST ACCESS BY UNAUTHORIZED PERSONS,  INCLUDING REASONABLE SECURITY FENCING IF APPROPRIATE [SOURCE: PPA 12(A)]

RESPONSIBLE FOR THE IDENTIFICATION, CLEANUP, REMOVAL, REMEDIATION AND DISPOSAL OF HAZARDOUS MATERIALS USED, GENERATED,  TREATED, STORED OR TRANSPORTED TO THE PREMISES. [SOURCE: PPA 13(E)]

MAINTAIN COMPLETE AND ACCURATE RECORDS ON ALL MATTERS RELATING TO THE SEF AND MAINTAIN DATA AS MAY BE NECESSARY TO  DETERMINE WITH REASONABLE ACCURACY ANY ITEM RELEVANT TO THE PPA. [SOURCE: PPA 17]

TAKE GOOD CARE OF THE SEF; KEEP THE SAME IN GOOD ORDER AND CONDITION; AND MAKE AND PERFORM ALL REPAIRS. ALL REPAIRS SHALL BE  AT LEAST EQUAL IN QUALITY AND COST TO THE ORIGINAL IMPROVEMENTS AND SHALL BE MADE IN ACCORDANCE WITH ALL LEGAL  REQUIREMENTS, AND THE REQUIREMENTS OF THE PPA AND EASEMENT. THE NECESSITY FOR OR ADEQUACY OF REPAIRS SHALL BE MEASURED BY  THE STANDARDS WHICH ARE APPROPRIATE FOR IMPROVEMENTS OF SIMILAR CONSTRUCTION AND CLASS, PROVIDED THAT SERVICE PROVIDER  SHALL IN ANY EVENT MAKE ALL REPAIRS REASONABLY NECESSARY TO AVOID ANY STRUCTURAL DAMAGE OR OTHER DAMAGE OR INJURY TO THE  SEF. [SOURCE: LEASE 5.02]

OPERATE THE SEF AS REQUIRED UNDER THE INTERNAL REVENUE CODE AND CASH GRANT GUIDANCE IN ORCDER TO MAINTAIN THE ELIGIBILITY  OF THE SEF FOR ENERGY CREDITS UNDER SECTION 48 OF THE INTERNAL REVENUE CODE OR APPLICABLE CASG GRANTS UNDER SECTION 1603 OF  THE AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009 [SOURCE: STP1 OA, 4.01(Z), 4.02(W)]

OBTAIN AND MAINTAIN IN GOOD STANDING ALL PERMITS, LICENSES AND GOVERNMENTAL APPROVALS NECESSARY FOR THE OPERATION AND  MAINTENANCE OF THE SEF. [SOURCE: STP1 OA 4.02(B)]

PROVIDE OWNER WITH SUCH INFORMATION AS NECSSARY FOR OWNER AND MASTER TENANT TO MAKE TIMELY, ACCURATE AND COMPLETE  SUBMISSIONS OF REPORTS TO GOVERNMENTAL AGENCIES RELATED TO THE OPERATIONOR MAINTENANCE OF THE SEF. [SOURCE: STP1 OA 4.02 (G)]

COMPLY WITH THE PROVISIONS OF ALL APPLICABLE LAWS IN THE OPERATION AND MAINTENANCE OF THE SEF, INCLUDING WITHOUT LIMITATION,  ALL STATE AND LOCAL ZONING LAWS, BUILDING CODES, HEALTH AND SAFETY CODES AND ALL OTHER GOVERNMENTAL OBLIGATIONS, AND  CONTRACTUAL OBLIGATIONS IDENTIFIED TO SERVICE PROVIDER. [SOURCE: STP1 OA 4.02(H)]

PROVIDE OWNER AND MASTER TENANT OF NOTICE OF ANY WRITTEN OR ORAL NOTICE OF ANY DEFAULT OF FAILURE OF COMPLIANCE; LITIGATION  OR CRIMINAL ACTION OR ADMINISTRATIVE PROCEEDINGS, OR COMMUNICATION FROM ANY LENDER OR OTHER PERSON OR GOVERNMENTAL  AUTHORITY WHICH IS NOT IN THE ORDINARY COURSE OF BUSINESS, WITH RESPECT TO THE SERVICES [SOURCE: STP1 OA  4.02(K)]

Exhibit C-4







Operations and Maintenance Agreement Aerojet 1

IN OPERATING THE SEF, USE COMMERCIALLY REASONABLE EFFORTS TO OBTAIN ALL CONTRACTS, MATERIALS, SUPPLIES, UTILITIES AND SERVICES  REQUIRED ON THE MOST ADVENTAGEOUS TERMS AVAILABLE, PROVIDED THAT OWNER SHALL BE OBLIGATED TO PAY THE COST OF ALL MATERIALS  AND SUPPLIES. [SOURCE: STP1 OA 4.02(L)]

OPERATE THE SEF IN A MANNER THAT SATISFIES THE REQUIREMENTS OF ALL COVENANTS AND RESTRICTIONS APPLICABLE TO THE PROPERTY,  INCLUDING THE EASEMENT AND THE LEASE, AND PROJECTS GENERATING ENERGY CREDITS. [SOURCE: STP1 OA 4.02(O), 4.02(Y)]

TAKE ALL ACTIONS NECESSARY TO ENSURE THAT THE PROPERTY CONTAINS NO, AND IS NOT AFFECTED BY THE PRESENCE OF, ANY HAZARDOUS  SUBSTANCE, AND TO ENSURE THAT THE PROPERTY IS NOT IN VIOLATION OF ANY FEDERAL, STATE, OR LOCAL STATUTE, LAW, REGULATION, RULE,  OR ORDINANCE, INCLUDING ANY ENVIRONMENTAL LAW. SERVICE PROVIDER SHALL PROMPTLY DELIVER TO OWNER AND MASTER TENANT ANY  NOTICE RECEIVED FROM ANY SOURCE WHATSOEVER OF THE EXISTENCE OR POTENTIAL EXISTENCE OF ANY HAZARDOUS SUBSTANCE ON THE  PROPERTY OR OF A VIOLATION OF ANY FEDERAL, STATE, OR LOCAL STATUTE, LAW, REGULATION, RULE OR ORDINANCE, INCLUDING ANY  ENVIRONMENTAL LAW WITH RESPECT TO THE PROPERTY. [SOURCE: STP1 OA 4.02(S)]

CAUSE TO BE PREPARED AND DELIVERED TO OWNER AND MASTER TENANT THE FOLLOWING:

WITHIN FIFTEEN (15) DAYS OF THE END OF EACH CALENDAR MONTH

(i) A REPORT OF ANY CONSTRUCTION ACTIVITY (INCLUDING MONTHLY DRAW REQUESTS AS AND WHEN SUBMITTED TO THE LENDER; ANY AND ALL  INSPECTION REPORTS DONE BY OR ON BEHALF OF THE LENDER; ALL ARCHITECT'S REPORTS; AND THE MINUTES OF ALL MEETINGS OF THE  MANAGING MEMBER REGARDING ANY ISSUE OF REHABILITATION OF THE PROPERTY);

(ii) REPORTS OF OPERATIONS, INCLUDING AN UNAUDITED COMPARISON OF ACTUAL OPERATING EXPENDITURES DURING THE APPLICABLE  QUARTER WITH THE PROJECTIONS FOR SUCH QUARTER AS SET FORTH IN THE BUDGET APPROVED AND PROVIDED BY MASTER TENANT;

(iii) AN ANALYTIC REPORT OF THE ENERGY PRODUCED BY THE SEF AND COMPARED TO THE PROJECTED PRODUCTION INCORPORATED INTO THE  PROJECTIONS.

(iv) A REPORT OF SUCH OTHER INFORMATION AS MAY BE DEEMED BY THE OWNER OR MASTER TENANT TO BE MATERIAL TO THE OPERATION OF  THE SEF

IMMEDIATELY:

(v) FROM TIME TO TIME AS MAY BE REASONABLY REQUESTED BY THE OWNER OR MASTER TENANT, INFORMATION ON THE STATE OF SEF OR  ANY OF THE SERVICES;

(vi) UPON RECEIPT OF NOTICE OF ANY VIOLATION OF ANY HEALTH, SAFETY, BUILDING CODE, OR OTHER STATUTE OR REGULATION, A DETAILED  STATEMENT

Exhibit C-5







Operations and Maintenance Agreement Aerojet 1

DESCRIBING SUCH MATTERS ALONG WITH ANY WRITTEN NOTICES THEREOF RECEIVED BY ANY FEDERAL, STATE, OR LOCAL GOVERNMENTAL  ENTITY.

(vii) UPON LEARNING OF AN OPERATIONAL CONDITION OR CIRCUMSTANCE WHICH IS EXPECTED TO REDUCE BELOW THE PROJECTED LEVELS THE  AMOUNT OF ENERGY CREDITS, A DETAILED STATEMENT DESCRIBING SUCH MATTERS;

(viii) UPON LEARNING OF ANY MATERIAL DEFAULT OR VIOLATION OF THE EASEMENT, PPA OR UPON ANY TERMINATION OF ANY SUCH  DOCUMENTS, A DETAILED STATEMENT DESCRIBING THE NATURE OF SUCH DEFAULT AND ANY ACTIONS THAT THE SERVICE PROVIDER PROPOSES  TO TAKE IN RESPONSE TO SUCH DEFAULT OR TERMINATION; OR

WITHIN TWO (2) DAYS AFTER RECEIPT BY THE COMPANY:

(ix) COPIES OF ALL REPORTS, NOTICES, FILINGS OR CORRESPONDENCE SENT OR RECEIVED BY THE COMPANY REGARDING THE OCCURRENCE OF  ANY EVENT WHICH HAS OR MAY HAVE A MATERIAL ADVERSE EFFECT ON THE SEF (INCLUDING, WITHOUT LIMITATION, ANY REPORTS, NOTICES,  FILINGS OR CORRESPONDENCE WITH ANY GOVERNMENTAL AGENCY, DEFAULT NOTICES, NOTICES OF REDUCTIONS OR ELIMINATION OF BENEFITS  UNDER ANY FEDERAL, STATE, OR LOCAL PROGRAM PREVIOUSLY ENJOYED BY THE COMPANY, NOTICE OF ANY IRS PROCEEDING INVOLVING THE  COMPANY, NOTICE OF ANY DEMAND FOR PAYMENT OR DRAW UNDER ANY CONSTRUCTION COMPLETION GUARANTEE, PERFORMANCE BOND; OR  LETTER OF CREDIT REGARDING THE COMPANY; AND NOTICES REGARDING THE PROPERTY'S COMPLIANCE WITH ANY REGULATORY  RESTRICTIONS IMPOSED THEREON); AND

(x) COPIES OF ALL LAWSUITS OR LEGAL PROCEEDINGS OR ALLEGED VIOLATIONS OF LAW, AND NOTICES OF ALL ACTIONS TAKEN, OR PROPOSED  TO BE TAKEN, AFFECTING THE SEF.

[SOURCE: STP1 13.04, MT 13.04]

Exhibit C-6







Operations and Maintenance Agreement Aerojet 1

EXHIBIT D

SERVICES FEE SCHEDULE

As full compensation to Service Provider for the performance of Services hereunder, Owner shall pay Service Provider the following Services Fee  after the Services Commencement Date:

The Services Fee will escalate at a rate of three percent (3%) per year beginning at the first anniversary of the Services Commencement Date.

Billing Rate Schedule for Non-Covered Services

Payment for Non-Covered Services shall be on a Time & Materials Basis per the following schedule:

Exhibit D-1

          PAYMENT FREQUENCY INITIAL ANNUAL SERVICES FEE   (AS MARKED)   o QUARTERLY  $41,000    þ SEMI-ANNUALLY   o ANNUALLY

  1.   Service Provider Employees billed at $[*] per hour.

  2.   Subcontractor charges will be billed at cost plus [*] percent ([*]%).

  3.   Materials, travel, lodging and other expenses will be billed at direct cost plus [*] percent ([*]%).

  4.   Hourly Rates listed will escalate at a rate of [*]%  per year beginning at the first anniversary of the Services Commencement Date. 
Question: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?
Example Output: All policies of insurance referred to in this Section 4.1 shall be endorsed: (i) to specify that they are primary to and not  excess to or on a contributing basis with any insurance or self-insurance maintained by Owner, Owner and User (and their respective Affiliates) or  any SubService Providers in respect of losses arising out of or in connection with the Services; (ii) to include Owner, Owner, User and, upon  User's request and if applicable, User's landlord, or a subsequent owner, tenant or subtenant of the Premises as additional insureds; and (iii)  contain a standard severability of interests clause.

Example Input: EXHIBIT 10.18

                             SPONSORSHIP AGREEMENT

This Sponsorship Agreement (Agreement) is entered into as of the 14th day of May, 1999 (Effective Date), by and between Intuit Inc. a Delaware corporation, located at 2550 Garcia Ave., Mountain View, California 94043 (Intuit), and Stamps.com Inc., a Delaware corporation, located at 2900 31st Street, Suite 150, Santa Monica, CA 90405-3035 (Client).

                                   RECITALS

A.   Intuit maintains sites on the Internet at http://www.quicken.com (the      Quicken.com Site) and at http://www.quickbooks.com (the QuickBooks                                 -------------------------      Site), and owns, manages or is authorized to place advertising on the      following affiliated Web sites worldwide http://www.quicken.excite.com                                               -----------------------------      (Excite Money & Investing Site), http://www.quicken.webcrawler.com                                         ---------------------------------      (WebCrawler Money & Investing Site), and http://www.quicken.aol.com                                                 --------------------------      (AOL.com Personal Finance Site) (all such sites, including the      Quicken.com Site and QuickBooks Site, collectively referred to as the      Intuit Sites). Within the Intuit Sites, content is organized into topical      channels (Channels).

B.   Intuit maintains the Quicken'99 software product into which Banner      Advertisements are served (Quicken Software).

C.   Client is engaged in the business of the sale and delivery of electronic      postage at its Web site located at http://www.stamps.com (the Client      Site).

D.   Client wishes to promote its business to users of the Intuit Sites through      promotions and advertising in various portions of the Intuit Sites.

Therefore, the parties agree as follows:

1.   ADDITIONAL DEFINITIONS

1.1  Above-the-Fold means the portion of a page that is designed to be visible      on a standard computer screen with a resolution of 640 pixels by 480 pixels      without requiring the user to scroll horizontally or vertically through the      page.

1.2  Banner Advertisement means advertisements consisting of billboard-like      graphics displayed in a standardized specific location on the Intuit Sites,      which advertisements click-through to the Client Site, or such other      address mutually agreed upon by the parties from time to time.

1.3  Channel Home Page means, with respect to any Channel the introductory or      welcome page for such Channel.

1.4  Client Competitor means any of the entities listed on Exhibit A to this      Agreement, as such list may be amended by mutual agreement by the parties,      provided such entity derives any of its annual gross revenues from the sale      or delivery of electronic postage or postage meters.

1.5  Client Graphic means those mutually agreed upon graphics, artwork, logos,      descriptions and other material provided by Client for use on the Intuit      Sites.

1.6  Impression is generated where a User's browser software requests a file      via the World Wide Web service of the Internet, where such file contains a      Banner Advertisement or Link.

                                       1

1.7  Launch Date means [***]                           ---

1.8  Link means a hypertext text and/or graphic link from the Intuit Sites to      the Client's Site.

1.9  Net Transaction Revenues means the aggregate amount of transaction fees      received by Client during the Term from a New Customer for the purchase of      U.S. postage from Client by such New Customer, less amounts attributable to      taxes, shipping, returns, bad debt, handling, credit card charges and      similar charges (collectively, Deductions).  Notwithstanding the      foregoing, such Deductions, with the exception of credit card charges,      shall not exceed an aggregate of [***] of such transaction fees.                                        ---

1.10 New Customer means a User who (a) registers for Client's service using a      unique credit card number, electronic mail address or name not previously      received by Client, and (b) purchases U.S. postage from Client's service.

1.11 Sponsor Client Graphic means a Client Graphic which indicates Client as      a Sponsor with respect to the sale or delivery of electronic postage,





     which graphics click-through to the Client Site, or such other address      mutually agreed upon by the parties from time to time.

1.12 User means any person or entity that accesses one or more pages on the      Intuit Sites and is transported via the World Wide Web from the Intuit Site      to the Client's Site.

2.   SMALL BUSINESS CHANNEL PROMOTION

2.1  Promotions. Commencing on the Launch Date and continuing throughout the      ----------      Term, Intuit shall promote Client on the Small Business Channel of the      Quicken.com Site, Excite Money & Investing Site and WebCrawler Money &      Investing Site as follows:

     2.1.1  A Sponsor Client Graphic consisting of 160x40 pixels shall be             rotated amongst the following pages (or their successor pages, if             any): (1) Starting a Business page, (2) Managing your Business             page, (3) Marketing page, (4) Legal Issues page, and (5) Taxes             & Accounting page. Each such Sponsor Client Graphic shall be Above             the Fold.

     2.1.2  A Sponsor Client Graphic of 88x31 pixels to be found at the bottom             of each page where a sponsorship strip exists.

     2.1.3  A text Link to be located Above-the-Fold in a text sponsor bar on             the Small Business Channel home page of the Quicken.com Site,             Excite Money & Investing Site and WebCrawler Money & Investing Site.

     2.1.4  A text Link on the Products & Promos area of the Small Business             Channel Home Page of the Quicken.com Site, Excite Money & Investing             Site and WebCrawler Money & Investing Site.

     2.1.5  A Sponsor Client Graphic consisting of a minimum number of pixels             mutually agreed upon by the parties, will appear on the Small             Business Mailing/Shipping, OnLine Postage page in the Small             Business Channel, when such page is made publicly available on the             applicable Intuit Sites. Such graphic shall be displayed in a             position mutually agreed upon by the parties.

2.2  Email Promotions. Intuit will place a Sponsor Client Graphic consisting of      ----------------      a minimum of 234x60 pixels, with a mutually agreed upon text in two (2)      mutually agreed upon, small business email newsletters sent by Intuit, to      all its registered small business users who have elected to receive such      newsletter (Small Business Newsletters).  Client shall be the only      sponsor in each Small Business Newsletter.  For the avoidance of doubt, it      is understood that the Small Business Newsletters shall not contain      advertisements

- -----------------------      [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                       2

     (excluding any editorial content or directory listings which include third      parties that are not Client Competitors) for any entity, other than Client.

2.3  Additional Banner Advertisements. Commencing on the Launch Date and      --------------------------------      continuing throughout the Term, Intuit will include on the Quicken.com      Site, Banner Advertisements consisting of 468x60 pixels.

2.4  Total Small Business Impressions. Intuit estimates but does not guarantee      --------------------------------      to deliver [***] Impressions of Client's Banner Advertisements, Client                  ---      Graphics and Links described in this Section 2 during the entire Term of      this Agreement. Intuit acknowledges it is Client's preference to have      Intuit deliver such Impressions as follows:

          [***]            ---

     If Intuit fails to deliver such Impressions during the twelve (12) month      period following the Launch Date, Intuit agrees to run such promotions in      equivalent areas and placement, as mutually agreed upon by the parties,      until such Impressions have been delivered.

3.   [***] PROMOTION       ---

3.1  Promotions. Commencing on the day after the date on which the [***]      ----------                                                     ---      available and continuing throughout the Term, Intuit shall promote Client      on the [***] of the Quicken.com Site, Excite Money & Investing Site,              ---      WebCrawler Money & Investing Site, and AOL.com Personal Finance Site as      follows:

     3.1.1  A Sponsor Client Graphic of a pixel size mutually agreed upon by the             parties, shall be rotated throughout the Features and Deals area.             Each such Sponsor Client Graphic shall be Above the Fold.





     3.1.2  A Sponsor Client Graphic of 88x31 pixels to be found at the bottom             of each page where a sponsorship strip exists.

3.2  Additional Banner Advertisements. Commencing on the Launch Date and      --------------------------------      continuing throughout the Term, Intuit will include on the Quicken.com      Site, Excite Money & Investing Site, WebCrawler Money & Investing Site, and      AOL.com Personal Finance Site, Banner Advertisements consisting of 468x60      pixels.

3.3  Total [***] Impressions. Intuit estimates but does not guarantee to deliver      -----------------------      [***] Impressions of Client's Banner Advertisements and Client Graphics       ---      described in this Section 3 during the entire Term of this Agreement.      Intuit acknowledges it is Client's preference to have Intuit deliver such      Impressions as follows:

          [***]            ---

     If Intuit fails to deliver such Impressions during the twelve (12) month      period following the Launch Date, Intuit agrees to run such promotions in      equivalent areas and placement, as mutually agreed upon by the parties,      until such Impressions have been delivered.

4.   QUICKEN.COM SITE HOME PAGE PROMOTION

4.1  Promotions. Commencing on the Launch Date and continuing for a period of      ----------      six (6) months throughout the Term, as mutually agreed by the parties,      Intuit shall promote Client on the Quicken.com Site home page, with a      Sponsor Client Graphic of 88x31 pixels to be found at the bottom of such      home page.

4.2  Total Impressions. Intuit estimates but does not guarantee to deliver [***]      -----------------                                                      ---      Impressions of Client's Sponsor Graphics described in this Section 4 during      the period agreed upon by the parties.  If Intuit fails to deliver

- --------------------      [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                       3

     such Impressions during the agreed upon time period, Intuit agrees to run      such promotions in equivalent areas and placement, as mutually agreed upon      by the parties until such Impressions have been delivered.

5.   QUOTES PLUS TAB EXCITE MONEY & INVESTING SITE PROMOTION

5.1  Promotions. Commencing on the Launch Date and continuing for a period of      ----------      six (6) months throughout the Term, as mutually agreed by the parties,      Intuit shall promote Client on the Quotes Plus tab within the      Investment Channel of the Excite Money & Investing Site with a Sponsor      Client Graphic of 160x40 pixels will be included Above the Fold at each of      the following Quotes Plus page tabs: (1) Insider Trading, (2)      Comparison, (3) Company Profile, (4) Broker Research, (5) Analysts,      and (6) Alerts.

5.2  Total Impressions. Intuit estimates but does not guarantee to deliver [***]      -----------------                                                      ---      Impressions of Client's Sponsor Graphics described in this Section 5 during      the period agreed upon by the parties. If Intuit fails to deliver such      Impressions during the agreed upon time period, Intuit agrees to run such      promotions in equivalent areas and placement, as mutually agreed upon by      the parties until such Impressions have been delivered.

6.   QUICKBOOKS SITE PROMOTION

6.1  Banner Advertisements. Commencing on the Launch Date and continuing      ---------------------      throughout the Term, Intuit will include Banner Advertisements consisting      of 468x60 pixels on the QuickBooks Site.

6.2  Total Impressions: Intuit estimates but does not guarantee to deliver [***]      -----------------                                                      ---      Impressions of Banner Advertisements described in this Section 6 during the      Term of this Agreement. Intuit acknowledges it is Client's preference to      have Intuit deliver such Impressions as follows:

          [***]            ---

     If Intuit fails to deliver such Impressions during the twelve (12) month      period following the Launch Date, Intuit agrees to run such promotions in      equivalent areas and placement, as mutually agreed upon by the parties,      until such Impressions have been delivered.

7.   QUICKEN SOFTWARE PROMOTION





7.1  Banner Advertisements. Commencing on the Launch Date and continuing      ---------------------      throughout the Term, Intuit will serve Banner Advertisements consisting of      468x60 pixels into the Quicken Software.

7.2  Total Impressions: Intuit estimates but does not guarantee to deliver [***]      -----------------                                                      ---      Impressions of Banner Advertisements described in this Section 7 during the      Term of this Agreement. Intuit acknowledges it is Client's preference to      have Intuit deliver such Impressions as follows:

          [***]            ---

     If Intuit fails to deliver such Impressions during the twelve (12) month      period following the Launch Date, Intuit agrees to run such promotions in      equivalent areas and placement, as mutually agreed upon by the parties,      until such Impressions have been delivered.

8.   LAUNCH DATE, RESPONSIBILITY FOR INTUIT SITES AND REPORTING

8.1  Client Obligations.  Client will use reasonable efforts to assist Intuit in      ------------------      implementing the promotional placements and advertising described in the      Agreement.  The parties recognize that the Launch Date can be met only if      Client provides final versions of all Client Graphics, text, Banner      Advertisements and other promotional media and valid URL links necessary to      implement the promotional placements and

- ------------------      [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                       4

     advertising described in this Agreement (collectively, Impression      Material) to Intuit at least ten (10) days prior to the Launch Date.

8.2  Untimely Delivery Options. In the event that Client fails to provide the      -------------------------      Impression Material to Intuit at least ten (10) days in advance of the      Launch Date, Intuit may, at its sole discretion (i) reschedule the Launch      Date to the earliest practicable date according to the availability of      Intuit's engineering resources after delivery of the complete Impression      Material or (ii) commence delivery of Impressions based on Impression      Material in Intuit's possession at the time and/or reasonable placeholders      created by Intuit.

8.3  Intuit Sites.  Intuit will have sole responsibility for providing, hosting      ------------      and maintaining, at its expense, the Intuit Sites.  Subject to the terms      and conditions set forth herein, including without limitation, the      obligations of Intuit set forth in Sections 2-7, Intuit will have sole      control over the look and feel of the Intuit Sites including, but not      limited to, the display, appearance and placement of the parties'      respective names and/or brands and the promotional links.  Notwithstanding      the above, Client acknowledges that the Banner Advertisements may be served      by a third party authorized by Intuit (Authorized Advertisement Server)

8.4  Reports. Intuit or its Authorized Advertisement Server will provide Client      -------      with monthly reports (Usage Reports) substantiating the number of      Impressions of Client's Banner Advertisements, Client Graphics, Sponsor      Client Graphics and Links displayed on the Intuit Sites, the total number      of click-throughs generated by each such advertisement or graphic, and such      other information as the parties shall mutually agree.

8.5  Records/Audit. Intuit will maintain accurate records with respect to the      -------------      calculation of Impressions delivered pursuant to this Agreement. Client      may, upon no less than thirty (30) days prior written notice to Intuit,      cause an independent Certified Public Accountant to inspect all relevant      records of Intuit upon which the calculation of Impressions under the Usage      Reports are based during Client's normal business hours. The fees charged      by such Certified Public Accountant in connection with the inspection will      be paid by Client unless the number of Impressions are determined to have      been less than ninety-five percent (95%) of the Impressions due to Client,      in which case Client will be responsible for the payment of the reasonable      fees for such inspection.   In addition, if the audit reveals such      shortfall in the number of Impressions generated, Intuit shall continue to      display Client's Banner Advertisements, Client Graphics, Sponsor Client      Graphics and Links on the Intuit Sites as set forth herein.  The audit      rights set forth herein shall continue for one (1) year following the      termination of this Agreement for any reason.  No such audit may occur more      than once a year during the Term.

9.   EXCLUSIVITY

     Throughout the Term Intuit will not place, and will not allow any party      acting on its behalf to place, any graphic, link or other form of      advertising or media on any page of the Quicken.com Site and/or on any page      on the AOL.com Personal Finance Site (other than the Channel Home Page),      which markets or promotes any electronic postage product, postage meter





     and/or service (Postage Products) offered by a Client Competitor.      Notwithstanding the above, Intuit may include editorial content or tools      about or from a Client Competitor and include Client Competitors in      directory listings.

10.  FEES

10.1 Sponsorship, Advertising and Exclusivity Fees.  Client will pay Intuit       ---------------------------------------------      sponsorship and advertising fees of $2,644,010 and an exclusivity fee of      $661,003.  Such fees shall be paid to Intuit as follows.  An initial fee of      $[***] shall be due and payable on the Effective Date.  The remaining        ---      balance of $[***] shall be paid to Intuit in 12 equal monthly installments                   ---      of [***]. Each monthly installment should be payable in advance and due no          ---      later than the fifth (5th) of the month.

- -------------------      [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                       5

10.2 Transaction Fees.  Separate and apart from the fees in Subsection 10.1      above, at such time as Client has acquired [***] New Customers (the                                                  ---      Minimum Customer Number) Client will pay Intuit [***] of the Net                                                         ---      Transaction Revenues it receives from each New Customer acquired by Client      above the Minimum Customer Number (Transaction Fee).  Within fifteen (15)      days after the end of each month, Client will provide a monthly report (the      Transaction Fee Report) to Intuit. The Transaction Fee Report will report      the Net Transaction Revenue and Transaction Fees for such month. All      Transaction Fees due per the Transaction Fee Report will be paid with the      submission of such Report.

10.3 Records/Audit.  Client will maintain accurate records with respect to the      -------------      calculation of all Transaction Fees due under this Agreement.  Intuit may,      upon no less than thirty (30) days prior written notice to Client, cause an      independent Certified Public Accountant to inspect all relevant records of      Client upon which the calculation of such payments are based during      Client's normal business hours.  The fees charged by such Certified Public      Accountant in connection with the inspection will be paid by Intuit unless      the payments made to Intuit are determined to have been less than ninety-      five percent (95%) of the payments actually owed to Intuit, in which case      Client will be responsible for the payment of the reasonable fees for such      inspection. In addition, Client shall immediately remit payment to Intuit      for the full amount of any disclosed shortfalls.  The audit rights set      forth herein shall continue for one (1) year following the termination of      this Agreement for any reason. No such audit may occur more than once a      year during the Term.

10.4 Cost and Expenses.  Unless otherwise provided in this Agreement, each       ------------------      party shall bear its own costs and expenses in connection with its      activities performed under this Agreement.

11.  PUBLICITY

     Unless required by law, neither party will make any public statement, press      release or other announcement relating to the terms of or existence of this      Agreement without the prior written approval of the other.  Notwithstanding      the foregoing, the parties agree to issue a mutually acceptable initial      press release regarding the relationship between Intuit and Client, within      thirty (30) days of the Effective Date unless agreed otherwise by the      parties.

12.  TERM AND TERMINATION

12.1 Term. Unless otherwise terminated as specified in this Section 12, the      ----      term of this Agreement shall begin on the Effective Date and will not end      until the later of (a) twelve (12) months from the Launch Date; or (2) the      date Intuit displays a total of 176,717,916 Impressions in accordance with      the terms set forth herein (Term).

12.2 Termination. Either party may terminate this Agreement if the other party      -----------      materially breaches a material obligation hereunder and such breach remains      uncured for thirty (30) days following the notice to the breaching party of      the breach and the notifying party's intention to terminate.  All      undisputed payments that have accrued prior to the termination or      expiration of this Agreement for any reason will be payable in full within      thirty (30) days thereof.  In addition, upon the termination of this      Agreement by Client for any reason, a pro-rata amount of the Monthly      Payment Fee shall be refunded to Client calculated as follows: the Monthly      Payment Fee less the cost of the Impressions displayed for such month as of      the effective date of the termination, calculated on an average CPM basis.

12.3 Survival.  The provisions of Section 6.5, Section 10.3, Section 12.3,      --------





     Section 13.1, Section 14, Section 15, Section 16, Section 17, and Section      18 will survive any termination or expiration of this Agreement.

- ---------------------      [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission.

                                       6

12.4 Renewal.  If Intuit elects to provide advertising, sponsorship or other      -------      promotional space on all or any portion of the Intuit Sites for a Client      Competitor, Intuit agrees to negotiate with Client in good faith regarding      such promotional opportunity.  In the event the parties fail to reach      agreement within ten (10) business days following the commencement of such      good faith negotiations (or such later date as the parties may agree to),      Intuit may offer the opportunity to any third party on terms and conditions      no less favorable then those offered to Client.

13.  TRADEMARK OWNERSHIP AND LICENSE

13.1 Ownership. Client will retain all right, title and interest in and to its      ---------      trademarks, service marks and trade names worldwide, subject to the limited      license granted to Intuit hereunder.  Intuit will retain all right, title      and interest in and to its trademarks, service marks and trade names      worldwide, subject to the limited license granted to Client hereunder.

13.2 License. Each party hereby grants to the other a non-exclusive, limited      -------      license to use its trademarks, service marks or trade names only as      specifically described in this Agreement.  All such use shall be in      accordance with each party's reasonable policies regarding advertising and      trademark usage as shall be established or changed from time to time in      each party's sole discretion.  Upon the expiration or termination of this      Agreement, each party will cease using the trademarks, service marks and/or      trade names of the other except as the parties may agree in writing or to      the extent permitted by applicable law.

14.  CONTENT OWNERSHIP

     Client will retain all right, title and interest in and to the Client Site      worldwide including, but not limited to, ownership of all copyrights, look      and feel and other intellectual property rights therein.  Intuit will      retain all right, title, and interest in and to the Intuit Sites worldwide      including, but not limited to, ownership of all copyrights, look and feel      and other intellectual property rights therein.

15.  CONFIDENTIALITY AND USER DATA

15.1 Definition. For the purposes of this Agreement, Confidential Information      ----------      means this Agreement, and all information about the disclosing party's (or      its suppliers') business or activities that is proprietary and      confidential, which shall include all business, financial, technical and      other information of a party marked or designated by such party as      confidential or proprietary at the time of disclosure.  In addition, the      Usage Reports are considered to be confidential to Intuit.

15.2 Exclusions. Confidential Information will not include information that (i)      ----------      is in or enters the public domain without breach of this Agreement, (ii)      the receiving party lawfully receives from a third party without      restriction on disclosure and without breach of a nondisclosure obligation,      (iii) the receiving party rightfully knew prior to receiving such      information from the disclosing party or (iv) the receiving party develops      independent of any information originating from the disclosing party.

15.3 Restrictions. Each party agrees (i) that it will not disclose to any third      ------------      party or use any Confidential Information disclosed to it by the other      except as expressly permitted in this Agreement and (ii) that it will take      all reasonable measures to maintain the confidentiality of all Confidential      Information of the other party in its possession or control, which will in      no event be less than the measures it uses to maintain the confidentiality      of its own information of similar importance.

15.4 User Data.  All information and data provided to Intuit by users of the      ---------      Intuit Sites or otherwise collected by Intuit relating to user activity on      the Intuit Sites shall be retained by and owned solely by Intuit.  All      information and data provided to Client by users of the Client Site or      otherwise collected by Client relating to user activity on the Client Site      shall be retained by and owned solely by Client.  Each party agrees to      usesuch information only as authorized by the user and shall not disclose,      sell, license, or otherwise transfer any such information to any third      party (except as required by law) or use the user information for the      transmission of junk mail, spam, or any other unsolicited mass      distribution of information.

                                       7

15.5 Limitations. Notwithstanding the foregoing, each party may disclose





     -----------      Confidential Information (i) to the extent required by a court of competent      jurisdiction or other governmental authority or otherwise as required by      law or (ii) on a need-to-know basis under an obligation of      confidentiality to its legal counsel, accountants, banks and other      financing sources and their advisors.

16.  WARRANTY/INDEMNITY/DISCLAIMER OF WARRANTIES

16.1 By Client. Client represents and warrants that (i) it has full power and      ---------      authority to enter into this Agreement; (ii) entering into and performance      of this Agreement by Client does not violate, conflict with, or result in a      material default under any other contract or agreement to which Client is a      party, or by which it is bound; and (iii) it has the right to make      available the services on the Client Site.

16.2 By Intuit.  Intuit represents and warrants that (i) it has full power and      ---------      authority to enter into this Agreement; (ii) entering into and performance      of this Agreement by Intuit does not violate, conflict with, or result in a      material default under any other contract or agreement to which Intuit is a      party, or by which it is bound; and (iii) it has the right to make      available on the Intuit Sites the Banner Advertisements, Sponsor Client      Graphics, Links and other advertisements placed hereunder.

16.3 By Client.  Client will defend and/or settle any third party claim brought      ---------      against Intuit, its affiliates, officers, directors, employees, consultants      and agents arising from:  (1) a breach of Client's representations or      warranties under Section 16.1; (2) any claim that Client's Impression      Materials infringe or violate any third party's copyright, U.S. patent,      trade secret, any patent outside of the US which Client has knowledge of,      or trademark; or (3) content provided by Client for the Client Site or the      products and services of Client offered on the Client Site, and will pay      resulting costs, damages and reasonable attorneys' fees finally awarded,      provided that Intuit promptly notified Client in writing of any and all      such claims.  Client has sole control of the defense and all related      settlement negotiations and Intuit reasonably cooperates with Client with      the defense and/or settlement thereof, at Client's expense.      Notwithstanding the foregoing, Client shall not, without Intuit's prior      written consent (which consent shall not be unreasonably withheld or      delayed), make any such settlement that imposes any obligation, financial      or otherwise, upon Intuit.  Intuit may not settle or compromise such claim,      action or allegation, except with the prior written consent of Client.      Intuit may have its own counsel in attendance at all proceedings and      substantive negotiations relating to such claim, action or allegation, at      Intuit's cost and expense.

16.4 By Intuit.  Intuit will defend and and/or settle any third party claim      ---------      brought against Client, its affiliates, officers, directors employees,      consultants and agents arising from (1) a breach of Intuit's      representations or warranties under Section 16.2; or (2) any claim arising      from the Intuit Sites other than content or services provided by Client,      and will pay resulting costs, damages and reasonable attorneys' fees      finally awarded, provided that Client promptly notifies Intuit in writing      of any and all such claims.  Intuit has sole control of the defense and all      related settlement negotiations, and Client reasonably cooperates with      Intuit with the defense and/or settlement thereof at Intuit's expense.      Notwithstanding the foregoing, Intuit shall not, without Client's prior      written consent (which consent shall not be unreasonably withheld or      delayed), make any such settlement that imposes any obligations, financial      or otherwise, upon Client.  Client may not settle or compromise such claim,      action or allegation, except with the prior written consent of Intuit.      Client may have its own counsel in attendance at all proceedings and      substantive negotiations relating to such claim, action or allegation, at      Client's costs and expense.

16.5 DISCLAIMER. EXCEPT AS SPECIFIED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY      ----------      WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY      DISCLAIMS ANY AND ALL IMPLIED WARRANTIES AND CONDITIONS, INCLUDING WITHOUT      LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A      PARTICULAR PURPOSE REGARDING SUCH SUBJECT MATTER.

17.  LIMITATION OF LIABILITY

     EXCEPT UNDER SECTIONS 15 AND 16, IN NO EVENT WILL EITHER PARTY BE LIABLE TO      THE OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER

                                       8

     BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE,      WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH      DAMAGE.  THE LIABILITY OF EITHER PARTY FOR DAMAGES OR ALLEGED DAMAGES      HEREUNDER (EXCEPT UNDER SECTIONS 15 AND 16), WHETHER IN CONTRACT, TORT OR      ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE AMOUNTS TO      BE PAID BY CLIENT TO INTUIT HEREUNDER.

18.  GENERAL

18.1 Assignment.  Neither party may assign this Agreement, in whole or in part,      ----------      without the other party's written consent (which will not be unreasonably





     withheld or delayed); provided however, that either party may assign its      rights and obligations hereunder in the event of a sale of all, or      substantially all of such party's assets related to this Agreement, whether      by merger, reorganization, operation of law or otherwise, or (2) either      party's assignment and/or delegation of its rights and responsibilities      hereunder to a wholly-owned subsidiary or joint venture in which the      assigning party holds an interest.  Any attempt to assign this Agreement      other than as permitted above will be null and void.  Subject to the      foregoing, this Agreement shall be binding upon and shall inure to the      benefit of both parties, their successors and permitted assigns.

18.2 Applicable Law and Jurisdiction.  This Agreement and the performance of      -------------------------------      the parties under this Agreement shall be governed by and construed in      accordance with the laws of the State of California, U.S.A., except that      body of law concerning conflicts of laws.  In any action relating to the      parties, the parties consent to jurisdiction in a state or federal court in      Santa Clara County, California.

18.3 Notice. Unless otherwise stated, all notices required under this Agreement      ------      shall be in writing and shall be considered given (i) when delivered      personally, (ii) within five (5) days of mailing, certified mail, return      receipt requested and postage prepaid (iii) one (1) day after deposit with      a commercial overnight carrier, or (iv) when delivered by facsimile      transmission.  All communications will be addressed as follows (unless      changed by notice):

          To Client:               Stamps.com                                    2900 31st Street, Suite 150                                    Santa Monica, CA 90405-3035                                    Attn: Vice President, Business Development

                                       9

          To Intuit:               If hand delivered or faxed:                                    --------------------------                                    Intuit Inc.                                    2535 Garcia Avenue MS 2550                                    Mountain View, California  94043                                    Attn:  General Counsel                                    Phone:  650.944.6000                                    Fax:  650.944.5656

                                   If mailed:                                    ---------                                    Intuit Inc.                                    P.O. Box 7850 MS 2550                                    Mountain View, CA  94039-7850                                    Attn:  General Counsel

18.4 No Agency.  The parties are independent contractors and will have no power      ---------      or authority to assume or create any obligation or responsibility on behalf      of each other.  This Agreement will not be construed to create or imply any      partnership, agency or joint venture.

18.5 Force Majeure.  Any delay in or failure of performance by either party      -------------      under this Agreement will not be considered a breach of this Agreement and      will be excused to the extent caused by any occurrence beyond the      reasonable control of such party including, but not limited to, acts of      God, power outages, failures of the Internet, and Client's failure to      obtain any necessary governmental approval required in connection with the      performance of its obligations hereunder.

18.6 Severability.  In the event that any of the provisions of this Agreement      ------------      are held to be unenforceable by a court or arbitrator, the remaining      portions of the Agreement will remain in full force and effect.

18.7 Entire Agreement.  This Agreement is the complete and exclusive agreement      ----------------      between the parties with respect to the subject matter hereof, superseding      any prior agreements and communications (both written and oral) regarding      such subject matter.  This Agreement may only be modified, or any rights      under it waived, by a written document executed by both parties.

18.8 Counterparts.  This Agreement may be executed in counterparts, each of      ------------      which will serve to evidence the parties' binding agreement.

Client:  Stamps.com Inc.                 Intuit Inc.          ---------------

By:     __________________________       By:    _______________________

Name:   __________________________       Name:  _______________________

Title:  __________________________       Title: _______________________

Date:   __________________________       Date:  _______________________





                                       10

                                   EXHIBIT A

                              CLIENT COMPETITORS

E-Stamp

Pitney Bowes

Neopost

United States Postal Service Francotype Postalia Ascom

The parties shall meet on a quarterly basis to determine what, if any, changes shall be made to the Client Competitor list. Notwithstanding the above, in the event a Client Competitor is acquired by a third party which is involved in the sales and/or marketing of goods and services outside of electronic postage products, postage meters and/or postage services (Non Postage Products), Intuit shall be restricted from promoting the Postage Products of such entity but shall not be restricted from marketing and/or promoting the Non Postage Products of such entity.

                                       11 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
Example Output:
BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE,      WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH      DAMAGE.