CONTRACT NO. 2008000121 FOR LANDFILL GAS PURCHASE (ZEMEL ROAD LANDFILL) NOVATION OF CONTRACT BY SUBSTITUTION OF NEW PARTY FOR DISCHARGED PARTY

CONTRACT NO. 2008000121

FOR LANDFILL GAS PURCHASE

(XXXXX ROAD LANDFILL)

NOVATION OF CONTRACT BY SUBSTITUTION OF

NEW PARTY FOR DISCHARGED PARTY

THIS AGREEMENT is made the 22nd day of January, 2009, between Charlotte County, a political subdivision of the State of Florida (hereinafter "County"), 00000 Xxxxxxx Xxxxxx, Xxxxxxx 00000, and GES – Port Charlotte, LLC, a subsidiary of Global Energy Systems, Inc., 0000 Xxxxxxxxx Xxxx, X.X. Xxxxx 000, Xxxxx Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 (hereinafter “Global”) and North American Natural Resources-Southeast, LLC, a Michigan limited liability company, 0000 Xxxxxx Xxxx, Xxxxx 00, Xxxxxx, Xxxxxxxx, 00000 (hereinafter “North American”).

RECITALS

WHEREAS, County and North American entered into Contract No. 2008000121, as well as the associated Site Lease Agreement attached thereto as Exhibit A, (the “Site Lease”)  on July 22, 2008.  This contract provided that North American would construct a landfill gas control and collection system and an energy facility  on the leased land for converting the gas into electricity, would purchase the collected gas and convert the gas into electricity; and would assist with the marketing of carbon credits; and

WHEREAS, North American  has entered into an agreement to sell and assign the Contract No. 2008000121 and the Site Lease  to Global and desires to assign all rights, responsibilities and liabilities of  Contract No. 2008000121 and the Site Lease to Global. See  Assignment and Assumption Instrument attached hereto as Exhibit A; and

WHEREAS, North American desires to be discharged from the performance of the obligations enumerated in Contract No. 2008000121 and the Site Lease; and

WHEREAS, County desires to release North American from the obligations described in Contract No. 2008000121 and the Site Lease, provided that Global agrees to perform the obligations and to be bound by the terms of the Contract No. 2008000121 and the Site Lease.

NOW, THEREFORE, for the reasons recited above, and in consideration of mutual covenants contained herein, the parties agree as follows:

1.           Global shall perform the obligations of North American that are enumerated under the Contract No. 2008000121 and the Site Lease, and Global agrees to be bound by all the terms of the Contract No. 2008000121 and the Site Lease in every way as if an original party thereto.

2.           County releases North American, from all claims for any liability that has arisen or may have arisen in respect to the Contract No. 2008000121 and the Site Lease.  County accepts the liability of Global in lieu of the liability of North American, County shall be bound by the terms of the Contract No. 2008000121 and the Site Lease in every way as if Global was named in the Contract No. 2008000121 and the Site Lease in place of and releases North American as a party thereto.

3.           This agreement supersedes the contracts listed above that  were entered into by County and North American, and all the rights and obligations of North American under the Contract No. 2008000121 and the Site Lease are completely extinguished.  The Contract No. 2008000121 and the Site Lease and all amendments, if any, executed under the Contract No. 2008000121 or the Site Lease between North American and the County are hereby incorporated by this reference to define the extent of the liability of Global under this agreement.

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4.           County and Global further agree and acknowledge that: (i) each of Contract No. 2008000121 and the Site Lease is in full force and effect and has not been modified or amended, (ii) true and correct copies of Contract No. 2008000121 and the Site Lease are attached hereto and made a part hereof as Exhibit B, (iii) the assignor (North American) is not in default under either Contract No. 2008000121 or the Site Lease, and (iv) County is not aware of any situation that would cause it to issue a notice of default, termination or cancellation of Contract No. 2008000121 or the Site Lease.

5.           County, North American, and Global consent to all the provisions of this agreement.

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

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IN WITNESS WHEREOF, the parties have executed this agreement on the day and the year first above written.

WITNESSES: Signed By: /s/ Xxxxxxxx Xxxxxxxx Print Name: Xxxxxxxx Xxxxxxxx Date: 1/26/2009 Signed By: /s/ Xxx Xxxxx Print Name: Xxx Xxxxx Date: 1/26/2009	GES – PORT CHARLOTTE, LLC Signed by: /s/ Xxxxxxx Xxxxxxxxxxxx Print Name: Xxxxxxx Xxxxxxxxxxxx Title: EVP, CFO and COO Date: 1/26/2009
WITNESSES: Signed By: /s/ Xxxx Vulgam Print Name: Xxxx Vulgam Date: 1/22/2009 Signed By: /s/ Xxxxxxxx Xxxxxx Print Name: Xxxxxxxx Xxxxxx Date: 1/22/2009	NORTH AMERICAN NATURAL RESOURCES – SOUTHEAST, LLC Signed by: /s/ Xxxxxxx Xxxxxx Print Name: Xxxxxxx Xxxxxx Title: Member/Manager Date: 1/22/2009

			BOARD OF COUNTY COMMISSIONERS OF CHARLOTTE COUNTY, FLORIDA
ATTEST:			By:	/s/ Xxxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxx, Clerk of Circuit				Xxxxxxxx X. Xxxxx , Chair
Court and Ex-officio Clerk to the
Board of County Commissioners			Date:		January 22, 2009
By:	/s/ Xxxx X. Xxxxxxx
	Deputy Clerk		APPROVED AS TO FORM
			AND LEGAL SUFFICIENCY
			By:	/s/ Xxxxxxx X. Xxxxxxxx
				Xxxxxxx X. Xxxxxxxx, County Attorney
				LR 08-787

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