CO-MARKETING AGREEMENT

THIS CO-MARKETING AGREEMENT ("Agreement") is entered into and between RED

Energy Group, LLC., a Florida LLC, having principal offices at 3613 Del Prado Blvd., Cape
Coral, Florida 33904, USA ("Red Energy") and, _____ _____, an Individual of
______________________, having offices at _______________, __ __, USA (“Partner").

This contract will be as defined under State of Florida law.

RECITALS
WHEREAS, Red Energy has patented products and services in the field of renewable energy
sources. Red Energy has the right and authority to grant partnerships to use and solicit orders
for such service and products;

WHEREAS, Partner possesses significant marketing experience and expertise; and

WHEREAS, Red Energy desires to enlist Partner as a provider of Marketing Services (as
defined in Schedule A hereto) and services to market Red Energy’s products and services in
the Territory (as defined herein);

NOW, THEREFORE, in consideration of the mutual covenants and promises recited herein,
the parties hereto agree as follows:

1. INCORPORATION OF RECITALS
The above recitals are hereby incorporated into this Agreement.

2. DEFINITIONS
As used in this Agreement, the following definitions shall apply:

2.1 “Red Energy Trademarks” shall have the meaning set forth in Section 18 herein.

2.2 ”Marketing Services”, are defined as products and services, as described further in
Schedule A.

2.3 “End User” shall mean renewable energy site contractors, product users, or other people
or entities that sign contracts to use any and all products, services, and/or solutions
provided by Red Energy.

2.4 “Product(s)” shall mean, Red Energy’s solutions used to provide renewable energy
sources.

2.5 “Non-Exclusive" means that the Partner is authorized to market the Product in the Territory
designated in Schedule B, but that another entity including Red Energy might also be so
authorized.

2.6 “Profit Share” means the division of profit generated from End Users through Red Energy’s
Products and Solutions, together with such other financial arrangements between Red
Energy and the Partner, as defined in Schedule C.

2.7 “Subscriber” means any entity authorized to utilise the Products.

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2.8 “Territory" means the geographical region (and such client prospects and/or market
segment/s) as are specified in Schedule B, attached hereto and made a part hereof.

3. PROVISION OF SERVICES

3.1 Non-Exclusive Provider of Marketing Services. Subject to the terms and conditions of
this Agreement, Red Energy hereby appoints the Partner as a non-exclusive provider of
Marketing Services in the Territory, upon the terms and conditions set forth herein. Red
Energy further grants to the Partner a personal, non-exclusive, nontransferable partnership to
market and demonstrate Red Energy’s services and products, during the term hereof and
within the Territory, which partnership may not be used by the Partner for any purpose except
in furtherance of its obligations hereunder.

3.2.1 Conditions to Red Energy’s Rights. Red Energy grants the rights set forth in Section
3.1, provided that:

(a) so doing will not reduce or diminish in any way Red Energy’s title or proprietary
rights to any portion of the Products;
(b) Except as otherwise explicitly permitted by this Agreement, the Partner shall not (i)
adapt, modify, reverse-engineer, or disassemble Products; (ii) create derivative works
based upon the Products; or (iii) make any use of the Products not explicitly provided
for herein;

4. TERM

Unless sooner terminated in accordance with the terms hereof, the term of this Agreement
shall commence as of the date last executed (the “Effective Date”) by a party and shall
continue in full force and effect for a period of five (5) years (the “Initial Term”); provided,
however, that at the expiration of the initial and each renewal term hereof, this Agreement
shall automatically renew for successive one (1) year periods (the “Renewal Term”) unless
either party shall have delivered to the other notice of its intention not to renew at least thirty
(30) days prior to the expiration of the then-current term. The Initial and Renewal Term may
hereinafter be collectively referred to as the “Term.”

5. TERRITORY

For purposes of this Agreement, the term “Territory'' shall mean that geographic area (and
market segment if specified) described in Schedule B which is attached hereto and
incorporated herein by reference.

6. DUTIES OF THE PARTNER.

6.1 Reasonable Efforts. The Partner shall use commercially reasonable efforts to provide
Marketing Services within the Territory in accordance with the terms of this Agreement,
consistent with good business ethics and in a manner that the Partner in good faith believes
will reflect favorably upon Red Energy.

6.2 Staff and Personnel. The Partner may employ third parties in its business to meet its
obligations hereunder. The Partner shall be solely responsible for any payments owed to
third parties, and hereby indemnifies and holds Red Energy harmless from all out-of-pocket
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expenses of the Partner resulting from claims by and liabilities to any person who alleges that
Red Energy is responsible for the payment of amounts due to such third party as a result of
such party’s relationship with the Partner.

6.3 Training of Partner Personnel. Prior to marketing or demonstrating its services, the
Partner must have at least one member of staff who is knowledgeable of Red Energy’s
solutions to act as a champion within Red Energy’s business. Any training required shall be
provided by Red Energy or its representative(s), at a time and place mutually agreed upon by
Red Energy and the Partner.

6.4 Demonstrations. The Partner may provide demonstration versions of the Products to
potential End Users, subject to coordination with Red Energy and/or access to the Red
Energy Process Manager. The Partner acknowledges that any user of Product must consent
to Red Energy’s standard terms for any use of Product.

6.5 Representations. The Partner shall limit its claims and representations concerning
Red Energy to those made by Red Energy in published product literature, and shall not make
any claims or representations inconsistent with or exceeding such claims of Red Energy.

6.6 Status Reports. The Partner shall keep Red Energy advised of its activities relative to
the Products, orally and through monthly written reports, which shall include, without limitation
and where applicable, information regarding: (i) a complete record of all Marketing Services
activity, in a form to be mutually agreed upon by Red Energy and the Partner; (ii) advertising
activities, including a copy of all published advertisements and press releases relating to
Product; (iii) display of Product at appropriate trade shows and exhibitions; and (iv) market
and technical information concerning products similar to the Products sold in the Territory.

6.7 Inspection. During the Term of this Agreement and for three (3) years thereafter, the
Partner shall keep all usual and proper entries and records relating to Marketing Services.
Upon three (3) days notice and during business hours, Red Energy may make reasonable
inquiries, copies and conduct inspections to ensure compliance by the Partner with the terms
and conditions of this Agreement.

7. DUTIES OF RED ENERGY

7.1 Materials. Red Energy shall promptly provide the Partner with all materials necessary
for the Partner to perform its obligations as set forth hereunder.

7.2 Customer Support and Service. Red Energy shall provide telephone, and e-mail
support to the Partner as reasonably necessary to implement and maintain all Red Energy
Products. Red Energy shall provide to the Partner such training as required to market and
technically describe Red Energy Products as appropriate, and shall provide the Partner with
a dedicated contact who shall be available during standard business hours to answer the
Partner’s questions.

7.3 Representations. Partner shall limit its claims and representations concerning Red
Energy to those made by Red Energy in published product literature, and shall not make any
claims or representations inconsistent with or exceeding such claims of Red Energy.

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8. PROFIT SHARING

Red Energy and the Partner shall share profit generated EITHER:

(i) from the sale of the Products to Clients introduced by the Partner; (ii) from a Joint Venture
relationship based on the Products with Clients introduced by the Partner; and/or from (iii)
managing Operations of the Products for Clients introduced by the Partner as outlined in
Schedule C.

9. ASSIGNMENT

The Partner shall not assign or transfer, whether by merger, operation of law or otherwise, this
Agreement or any of its rights and privileges hereunder to any other person, firm or
corporation without the prior written consent of Red Energy, which consent may be withheld
for any or no reason. Any attempted assignment shall be void and without effect and not
merely voidable.

10. TERMINATION

10.1 Without Cause. This agreement shall not be terminated without cause.

10.2 For Cause.

(a) Either party shall have the right to terminate this Agreement prior to the expiration of the
Initial or any Renewal Term of this Agreement for “cause.” The term “cause’’, for purposes of
this Agreement, shall mean a breach of any material obligation under this Agreement, which
remains uncured after written notice of breach or infringement and thirty (30) days opportunity
to cure such breach, except that in the event of a breach associated with non-payment, the
cure period shall be ninety (90) business days.

(b) Notwithstanding anything to the contrary, either party may terminate for cause
immediately upon written notice (and without opportunity to cure) upon the occurrence of the
following:

(i) if the other party becomes insolvent, makes a general assignment for the benefit of
creditors, or becomes the subject of any voluntary or involuntary bankruptcy or insolvency
proceeding under any applicable law and such proceeding is not terminated within sixty
(60) days of its commencement; (ii) if the other party ceases to be actively engaged in
business.

(c) Notwithstanding anything to the contrary, either party may terminate for cause upon
written notice in the event of a material breach of any obligations with respect to title,
proprietary rights, confidentiality or trade secrets, or any infringement caused by any action or
omission of the other party, if such breach cannot be cured. In the event such breach can be
cured, the breaching party shall first be afforded written notice and a five (5) day opportunity to
cure if the breaching party has not previously breached under this provision in the prior year.

10.3 Effect of Termination or Expiration. Upon termination or expiration of this Agreement,

any partnership or rights granted hereunder shall terminate and the parties shall have no
further liability or obligations to each other, except for those which survive as specified in this
Agreement.

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10.4 Extension for Post-Termination Customer Support. End User agreements for Customer
Support will be between Red Energy and the Partner’s customer. However, in the unlikelihood
that an End User agreement is penned between the Partner and the Partner’s customer, Red
Energy acknowledges that the End User agreement entered into with the Partner’s customers
during the term of this Agreement may have a duration extending beyond the Term hereof,
therefore, after the expiration or termination of this Agreement, Red Energy may allow the
Partner to retain the right to use the Product internally only to provide Customer Support until
the expiration of then-existing End User agreements.

11. RELATIONSHIP

11.1 Independent Contractor. The Partner and Red Energy are independent contractors.
No employee of the Partner shall be deemed to be an employee of Red Energy, and vice
versa. Neither party shall have the power to hire or fire the other party’s employees and
except as herein expressly provided, neither party may control or have access to the other
party’s funds or the expenditures thereof, or in any other way exercise dominion or control
over the other party’s business.

11.2 No Employment Relationship; No Joint Venture; No Agency. Neither the Partner nor
any of the individuals whose compensation for services is paid by the Partner is in any way,
directly or indirectly, expressly or by implication, employed by Red Energy, nor shall any of
them be deemed to be employed by Red Energy for purposes of any tax, withholding, or
contribution levied under any national or foreign laws, with respect to employment,
unemployment, disability, or compensation for employment. The Partner accepts exclusive
liability for any payroll taxes, income tax withholding, or contributions imposed by any national
or foreign laws with respect to individuals whose compensation for services is paid by the
Partner. Nothing in this Agreement shall be construed so as to give to the Partner any rights of
Red Energy in the business of Red Energy or to entitle it to control in any manner the conduct
of such business. Neither party has the right to bind the other to any agreement with a third
party, or to incur any obligation or liability on behalf of the other party, and neither shall be
liable for the debts or obligations of the other, unless written consent is given. For the
avoidance of doubt this agreement shall not be deemed to give rise to an agency relationship
between the parties.

12. CONFIDENTIAL INFORMATION

12.1 Definition. “Confidential Information’’ consists of (i) any information designated by the
disclosing party as confidential, and (ii) any information relating to Red Energy’s Product
plans, designs, costs, prices, names, finances, marketing plans, business opportunities,
personnel, research, development or know-how, including oral disclosures, except such
information which the parties agree in writing is not confidential. The recipient of Confidential
Information shall use Confidential Information solely for implementing its obligations under this
Agreement.

12.2 General. Neither party will use in any way for its own account or the account of any
third party, nor disclose to any third party, any such Confidential Information revealed to it by
the other party, except as explicitly permitted herein. The recipient agrees to protect any
Confidential Information from disclosure to others with at least the same degree of care as
that which is accorded to its’ own proprietary information, but in no event with less than
reasonable care. In the event of termination of this Agreement, there will be no use or
disclosure by recipient of any Confidential Information of the disclosing party, and the recipient

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will not develop or have developed any applications utilising any of the other party’s
Confidential Information.

12.3 Exceptions. The foregoing restrictions will not apply to information that (i) has been
approved for release by written authorisation of the disclosing party, (ii) has become publicly
known through no wrongful act of the recipient, or (iii) has been rightfully received from a third
party authorized to make such disclosure without restriction.

12.4 Notification of Breach. Each party agrees to notify the other promptly in the event of
any breach of confidentiality or security under conditions in which it would appear that any
Confidential Information was prejudiced or exposed to loss. The recipient shall, upon request
of the disclosing party, take all reasonable steps necessary to recover any compromised trade
secrets disclosed to or placed in the possession of the recipient by virtue of this Agreement.

12.5 Remedies. Each party acknowledges that any breach of any of its obligations under
this Section is likely to cause or threaten irreparable harm to the other party, and, accordingly,
the recipient agrees that in such event, the disclosing party shall be entitled to equitable relief
to protect its interest therein, as well as money damages.

13. NON-SOLICITATION

Each party acknowledges that, pursuant to discussions and negotiations of this Agreement or
with the ongoing performance thereof, each may have contact with the employees and
contractors (collectively, the “Employees”) of the other party and that said Employees might
be rendering valuable and/or unique services, the interruption or termination of which might
cause serious disruption to the business interest of the party employing such Employees.
Therefore, each party agrees it will not solicit for the purpose of employment, nor employ the
Employees of the other party who are associated with work related to this Agreement. This
provision shall remain in effect during the term of this Agreement and for 3 months following
termination or expiration.

14. INDEMNIFICATION

14.1 Indemnification for Performance. The Partner shall indemnify and hold Red Energy, its
shareholders, directors, officers, employees, representatives, dealers, Red Energy’s vendors
and assignees harmless against any out-of-pocket liability, cost or expenses incurred by the
Partner and related to any claims arising out of performance by the Partner or its employees
and contractors of its or their duties or the exercise of its or their rights pursuant to this
Agreement and pursuant to any agreement with third parties. For purposes of this
indemnification, “claims’’ means and includes all obligations, such as taxes in connection with
business conducted or sales made by Red Energy or its third parties, actual damages, or
costs reasonably incurred by the indemnified party in the defense of any claim, such as
accountants’, attorneys’ and expert witness fees, costs of investigation and proof of facts,
court costs, other litigation expenses, travel and living expenses. Red Energy shall have the
right to defend or settle any such claim with the reasonable cooperation of the Partner. This
indemnity shall continue in effect even after, and notwithstanding this Agreement’s expiration
or termination.

14.2 Third Party Rights. The Partner hereby agrees to indemnify, defend and hold
harmless Red Energy, its affiliates and their shareholders, directors, officers, employees,
representatives, dealers, Red Energy’s vendors, consultants and assignees; against any
liability for any claims of any type whatsoever that the actions of the Partner violated any third

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party rights, including but not limited to infringement of any copyright, invasion of privacy or
violation of any other right of any third party or an action arising from or related to the subject
matter, text, graphics, or other content or material on or associated with the Web content
linked by the Partner.

14.3 Insurance. Any insurance required by the Partner to act on behalf of Red Energy, will
be secured and assured to be current by the Partner.

14.4 Indemnification for Infringement. (a) Deferral and Payment of Settlements. Red
Energy may assist in the defense of any suit or proceeding brought against the Partner in so
far as such suit or proceeding is based on a claim that the Product as furnished by it to the
Partner constitutes infringement of any issued United States patent, copyright, or trade secret,
and Red Energy may assist the Partner to pay settlements and costs finally awarded therein
against the Partner, subject to the limitation of liability set forth herein, and provided that Red
Energy: (i) is promptly informed and furnished a copy of each communication, notice or other
action relating to the alleged infringement, (ii) is given authority, information and assistance
necessary to settle, compromise or litigate said suit or proceeding, and (iii) no settlement of
any suit is made without the express permission of Red Energy, which shall not be
unreasonably withheld.

(b) Alternative Benefits. If Licensed Product is held in any such suit to infringe and the use of
the Product is enjoined, or in the case of a settlement as described above, Red Energy may
exercise its’ right to have the option, at its own expense, to (i) procure for the Partner the right
to continue using the Product, (ii) replace same with a non-infringing Product of substantially
similar functionality, (iii) modify same to make it non-infringing, or (iv) refund the depreciated
cost of the affected Product, and accept the return of same.

14.5 Partner Infringement. Not withstanding anything to the contrary, Red Energy shall not
be obliged to defend or be liable for costs and damages if infringement arises out of
compliance with the Partner’s specifications, incorporation of Partner’s or third party
equipment, applications or software in the Product, from a modification of the Product after
delivery or from other fault or action of the Partner or a third party. Red Energy may decline to
accept orders under this Agreement if infringement caused by any such action of indemnified
party has been alleged, or has occurred.

15. WARRANTY AND DISCLAIMER

15.1 WARRANTY. RED ENERGY SOLELY OWNS THE RIGHTS TO LICENSE THE
PRODUCT, AND TO THE BEST OF ITS KNOWLEDGE, THE PRODUCT DOES NOT
INFRINGE ANY THIRD PARTY PATENTS OR OTHER INTELLECTUAL PROPERTY
RIGHTS. THE PRODUCT IS PROVIDED TO THE PARTNER ON AN “AS IS” BASIS.
ALTHOUGH RED ENERGY WILL USE COMMERCIALLY REASONABLE EFFORTS TO
MAINTAIN PRODUCT, THE PARTNER UNDERSTANDS AND AGREES THAT PRODUCT IS
OF SUCH COMPLEXITY THAT IT MAY CONTAIN INHERENT DEFECTS. RED ENERGY
DISCLAIMS ANY AND ALL WARRANTIES, REPRESENTATIONS OR GUARANTEES,
EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED
TO (i) ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE; (ii) ANY WARRANTY THAT PRODUCT WILL OPERATE UNINTERRUPTED OR
ERROR-FREE; AND (iii) ANY WARRANTY REGARDING CONTINUED PROVISION OR
ACCURACY OF DEMOGRAPHIC INFORMATION; OTHER THAN THE ORIGINAL
MANUFACTURER’S WARRANTY. THIS MEANS THAT THE PARTNER ASSUMES
RESPONSIBILITY FOR ANY LIABILITY ASSOCIATED WITH ITS USE OF PRODUCT FOR
MARKETING PURPOSES. RED ENERGY, IN TURN, HOLDS THE PARTNER HARMLESS

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FOR REPRESENTATIONS AND CLAIMS MADE BY RED ENERGY IN REFERENCE TO
THEIR SERVICES AND THE PRODUCTS.

15.2. LIMITATION OF LIABILITY AND DAMAGES. IN NO EVENT SHALL RED ENERGY

HAVE ANY LIABILITY TO THE PARTNER OR ANY THIRD PARTY FOR ANY SPECIAL,
ENHANCED, INDIRECT, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE
DAMAGES OF ANY KIND OR NATURE WHATSOEVER ARISING FROM USE OF OR
INABILITY TO USE PRODUCT, INCLUDING BUT NOT LIMITED TO BUSINESS
INTERRUPTION, LOSS OF DATA, LOSS OF REVENUE, OR OTHERWISE, HOWEVER
CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT OR OTHER THEORY OF
LIABILITY. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF
THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR NOTICE OF THE
POSSIBILITY OF SUCH DAMAGES OR NOTWITHSTANDING WHETHER SUCH
DAMAGES WERE FORESEEABLE. THESE LIMITATIONS SHALL NOT APPLY TO
DAMAGES FOR PERSONAL INJURY OR DEATH. IN NO EVENT SHALL RED ENERGY’S
LIABILITY FOR BREACH OF THIS AGREEMENT OR ANY WARRANTY EXCEED THE
AMOUNTS PAID TO RED ENERGY FOR THE PARTICULAR PRODUCT WHICH IS THE
SUBJECT OF THE BREACH.

16. UNITED STATES OF AMERICA LAW WARRANTIES

16.1 Governmental Consent. The Partner represents and warrants that (i) no consent,
approval or authorization of or designation, declaration filing with any governmental authority
in the Territory is required in connection with the valid execution and delivery of this
Agreement, and (ii) no provision of this Agreement violates any statute, rule or regulation
promulgated within the Territory; or if any of the forgoing do apply, that the Partner will not
commence any marketing activity in that portion of the Territory until such warranty can be
made. The Partner shall be responsible for making appropriate filings with any applicable
governmental or regulatory authorities in the Territory.

17. FOREIGN LAW WARRANTIES

17.1 Governmental Consent. The Partner represents and warrants that (i) no consent,
approval or authorisation of or designation, declaration filing with any governmental authority
in the Territory is required in connection with the valid execution and delivery of this
Agreement, and (ii) no provision of this Agreement violates any statute, rule or regulation
promulgated within the Territory; or if any of the forgoing do apply, that the Partner will not
commence any marketing activity in that portion of the Territory until such warranty can be
made. The Partner shall be responsible for making appropriate filings with any applicable
governmental or regulatory authorities in the Territory.

18. PROPERTY RIGHTS

18.1 Rights to Product.

18.1.1 Intellectual Property Rights; Assignment. The Partner acknowledges and agrees that
Red Energy and Red Energy’s technology partner, TekGar LLC, own all rights, title, and
interest for the territory of North America in the licensing of the Product, and use of BFT Bionic
Fuel Technologies AG’s patents, trademarks, trade names, inventions, copyrights, know-how,
and trade secrets relating to the design, manufacture, operation or service of the Product.
The use by the Partner of such property rights is authorized by Red Energy, only for the

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purposes herein set forth and upon termination of this Agreement for any reason, such
authorisation will cease.

18.1.2 No Other Rights. The Partner may not, directly or through any person or entity, in any
form or manner, except as specifically authorised herein, copy, distribute, reproduce,
incorporate, use or allow access to the Product or modify, prepare derivative works of,
decompile, reverse engineer, disassemble or otherwise attempt to derive source code from
the Product. Product may be used for the Partner’s own business use, solely for
demonstration purposes and in furtherance of its obligations hereunder. The Partner will take
appropriate steps with its customers, as Red Energy may reasonably request, to inform them
of the restrictions contained in this Section.

18.1.3 Proprietary Notices. The Partner will not remove any copyright and other proprietary
notices in the Product.

18.1.4 Proprietary Relationship of the Parties; Non-Circumvent. The Partner will not
approach, solicit, or court TekGar LLC, BFT Bionic Fuel Technologies AG, clients, vendors, or
any other entity represented by Red Energy or in business with Red Energy, in relation to the
industry engaged and the business hereunder contemplated. The Partner will in no manner
circumvent Red Energy in any capacity or business relationship.

18.2 Trademarks and Trade Names.

18.2.1 Use of Trademarks. During the term of this Agreement, either party may advertise the
Product under the trademarks, marks, and trade names that the owning party may adopt from
time to time (“Red Energy” Trademarks or “Partner” Trademarks,” as the case may be).
Nothing herein will grant to either party any right, title or interest in the other party’s
trademarks. At no time during or after the term of this Agreement will either party challenge or
assist others to challenge the other party’s trademarks or any registration thereof or attempt to
register any trademarks, marks or trade names confusingly similar to the other party’s
trademarks.

18.2.2 Use of Trade Names. The Partner will present and promote the sale of the Product.
The Partner may use the Product in advertising and promotional media, provided that the
advertising party conspicuously indicates in all such media that such names are trademarks of
the owning party, as specified by the owning party. Upon termination of this Agreement for
any reason, each party will immediately cease all use of the other party’s names and
trademarks and deliver all materials in its control or possession which bear such names and
trademarks. Neither party will challenge any intellectual property rights claimed by the other in
such trademarks.

18.3 Survival. The provision of this Section shall survive expiration or termination of this
Agreement.

19. MISCELLANEOUS

19.1 Press Releases. Both parties hereby grant each other authority to mention one
another in each party’s press releases. Each party shall have sign-off authority for factual
accuracy before any such press release is made.

19.2 Entire Agreement. Together with any prior Confidentiality Agreement which may exist
between the parties, this Agreement constitutes the entire agreement between the parties with
reference to the subject matter hereof and supersedes all prior negotiations, understandings,

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representations and agreements, if any. Each of the parties acknowledges that it is entering
into this Agreement as a result of its own independent investigation and not as a result of any
representations of any other party not contained herein.

19.3 Construction and Interpretation. (a) This Agreement is to be construed in accordance

with the laws of the State of Florida, without regard to conflict of laws principles, and the
parties agree that in any dispute, jurisdiction and venue shall be in the courts of the State of
Florida. (b) The titles and subtitles of the various sections and paragraphs of this Agreement
are inserted for convenience and shall not be deemed to affect the meaning or construction of
any of the terms, provisions, covenants and conditions of this Agreement. (c) The language in
all parts of this Agreement shall in all cases be construed simply according to its fair meaning
and not strictly for or against either party. (d) It is agreed that if any provision of this
Agreement is capable of two constructions, one of which would render the provision void and
the other of which would render the provision valid, then the provision shall have the meaning
which renders it valid.

19.4 Assignment. This Agreement shall inure to the benefit of each party’s respective
successors and assigns, subject to the limitations on assignment or transfer otherwise set
forth herein.

19.5 Modifications and Waivers. Neither this Agreement nor any provision thereof may be
modified, waived, discharged or terminated orally, but only in writing signed by both parties. A
waiver of any provision by either party to this Agreement shall be valid only in the instance for
which given and shall not be deemed continuing; further, any such waiver shall not be
construed as a waiver of any other provision of this Agreement.

19.6 Further Assurances. Each party to this Agreement represents, agrees and warrants
that it will perform all other acts and execute and deliver all other documents that may be
necessary or appropriate to carry out the intent and purposes of this Agreement.

19.7 Severability. Nothing contained in this Agreement shall be construed as requiring the
commission of any act contrary to law. Whenever there is any conflict between any provision
of this Agreement and any present or future statute, ordinance or regulation contrary to which
the parties have no legal right to contract, the latter shall prevail, but in such event the
provision of this Agreement thus affected shall be curtailed and limited only to the extent
necessary to bring it within the requirements of the law. In the event that any part, article,
paragraph, sentence or clause of this Agreement shall be held to be indefinite, invalid or
otherwise unenforceable, the entire Agreement shall not fail on account thereof and the
balance of the Agreement shall continue in full force and effect. If any court of competent
jurisdiction deems any provision hereof (other than for the payment of money) unreasonable,
court may declare a reasonable modification thereof and this Agreement shall be valid and
enforceable and the parties hereto agree to be bound by and perform the same as thus
modified.

19.8 Notices. Whenever notice or consent is required hereunder, such notice shall be
made in writing, and shall be considered effective upon personal delivery; or upon delivery to
the postal system, if sent postage prepaid, registered or certified mail, return receipt
requested; or upon delivery to a national overnight courier, if prepaid, receipt signature
required; at the address of each party stated herein. Notices shall be directed to the attention
of the person signing this Agreement and in the case of Red Energy, a copy shall also be
directed to the attention of its General Counsel. Either party may change its address
designation by providing notice hereunder. Such notices which are refused shall be deemed
delivered on the date of attempted delivery.

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19.9 Force Majeure. Neither party shall be liable to the other for delays or non-delivery or
non-fulfillment of any orders or failure to perform any part of this Agreement for any reason or
unforeseen circumstance beyond the affected party’s reasonable control, including without
limitation acts of God, fire, labor disputes of any nature, inevitable accident, any insurrection,
any delay in transportation, delivery, or supply.

19.10 Signature Authority. The parties hereto represent and warrant that the individuals
signing below are authorised to bind their respective parties.

19.11 Counterparts; Duplicate Originals. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of which together shall
be deemed to be one and the same instrument. This Agreement may be executed in
duplicate.

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INTENDING TO BE LEGALLY BOUND, the parties hereto have caused this Agreement to
be executed as of the date and year last executed below.

EDT ( Electronic document transmissions )

EDT (Electronic document transmissions) shall be deemed valid and enforceable in respect
of any provisions of this Contract. As applicable, this agreement shall be:-
1- Incorporate U.S. Public Law 106-229, ‘‘Electronic Signatures in Global and National
Commerce Act’’ or such other applicable law conforming to the UNCITRAL Model
Law on Electronic Signatures (2001) and
2- ELECTRONIC COMMERCE AGREEMENT (ECE/TRADE/257, Geneva, May 2000)
adopted by the United Nations Centre for Trade Facilitation and Electronic Business
(UN/CEFACT).
3- EDT documents shall be subject to European Community Directive No.
95/46/EEC, as applicable. Either Party may request hard copy of any document that
has been previously transmitted by electronic means provided however, that any
such request shall in no manner delay the parties from performing their respective
obligations and duties under EDT instruments.

(“Red Energy”):

Date:
RED Energy Group, LLC.

Print Name: _________________________

Title: _______________________________

(“Partner”):

____________________________________ Date:
Partner

Print Name: ___________________

Title: ____________________________________
 Schedule A

Partner Marketing Services

1. Red Energy will provide the following Marketing Services:

Red Energy Marketing Services and Material

Proposal Generation

Potential Funding of Projects

Selling Assistance

2. Partner will provide the following Marketing Services:

Various Marketing to their current clients

Client Introduction and Qualification

Potential Funding Resources

Selling Assistance
 Schedule B

Territory/Clients

1. Non-Exclusive Territory. The Partner is authorized to provide Introduction & Presentation

Services, together with Red Energy’s Products and Solutions in the following non-
exclusive geographic areas:

The geographic area granted to the Partner will be North America (to include
the USA, Canada, & Mexico) on a NON-EXCLUSIVE basis, with all
Prospects required to be registered with Red Energy, after a reasonable
qualification process, whereby the Prospects will need to be officially
acknowledged by Red Energy as a bona fide Prospect, and unless previously
engaged, will not be accepted.

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 Schedule C

Profit Share

Red Energy and the Partner will share profit as follows:

1. Standard Commission; Finders Fee. The Partner will receive an annual (i) commission
equal to 5% of Red Energy’s net profit from each specific project’s operation that the Partner
successfully introduced and facilitated; or 5% of Red Energy’s net profit from a sale of a turn-
key engineering and equipment package; and (ii) a Finders Fee of Fifty Thousand Dollars
($50,000) for each unique signed Client; whether the Contract is for an ongoing Operation
of a Facility - or – an “Engineering & Equipment” package, regardless of contract size,
the number of facilities, or subsequent contracts (solicited or unsolicited) with the Client.

The Partner will need to, and is expected to, continue to facilitate the sales process and
closing of the deal by assisting REG; whether it be arranging for meetings, assisting in the
permit and licensing process, etc…, post-introduction, as dictated and deemed necessary by
Red Energy Group to successfully execute the deal, in order to be eligible for the full 5%
Commission.

Contract is an ongoing Operation of a Facility. In the case that the Contract is an ongoing
Operation of a Facility, the Commission payment will be made to the Partner, on a
Quarterly basis, within one month (1 month) of the closing and reconciliation of the previous
Quarter’s earnings. (EX: The Commission for Q1 will be paid to the Partner by April 30th.).
The Partner will be eligible for the above described 5% Commission for the life of each
Contract they are credited with, as prescribed in this Agreement; or until said Contract is
Terminated, or if this Agreement is Terminated; whichever is first.

Defintion. The “Net profit” used for the calculation of the Partner’s
Commission of 5% of Red Energy’s Net profit for an ongoing Operation of a
Facility, will be defined to be Red Energy’s profit after COGS, Operating Expenses,
Sales Tax, State and Federal Income Tax, Depreciation, Debt Service & all associated
fees, Sales Tax, State and Federal Income Tax, penalties, Royalties, Licensing costs,
one-time external charges, Finder Fee, imposed fees (any Governmental: Municipal,
State, or Federal), settlements, fines, levies, & charges are deducted. If a profit is not
realized by Red Energy’s operation of the specific project that the Partner
successfully introduced and facilitated for consideration of this Commission for any
Quarter, term, period, or year covered by this Agreement, a Commission will not be
expected to be paid for that period.

OR:

Contract is a sale of an “Engineering & Equipment” package. In the case that the
Contract is a sale of an “Engineering & Equipment” package (sale of a “turn-key”
solution) to the Client, the Partner will receive a Commission equal to 5% of Red Energy’s
net profit from the sale.

Defintion. The “Net profit” used for the calculation of the Partner’s
Commission of 5% of Red Energy’s Net profit for the sale of an “Engineering &
Equipment” package, will be defined to be Red Energy’s profit after Sales &
Marketing Expenses, Engineering Costs, Impact Studies, Start-Up Operational Costs,

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 testing costs, permit fees, Sales Tax, State and Federal Income Tax, Debt Service &
all associated fees, capital investments, penalties, contingencies, cost over-runs,
Broker Fees, Royalties, Licensing costs, one-time external charges, Finder Fee,
imposed fees (any Governmental: Municipal, State, or Federal), settlements, fines,
levies, & charges are deducted. If a profit is not realized by Red Energy’s sale of an
“Engineering & Equipment” package that the Partner successfully introduced and
facilitated for consideration of this Commission for any sales contract covered by this
Agreement, a Commission will not be expected to be paid for that contract.

The Finders Fee of Fifty Thousand ($50,000) will be released to the Partner upon full project
funding. Projects will be considered to be “fully funded” when all funds are transferred and
secured by depository receipt in Red Energy’s account.

2. OffTake/PPA Contract. If the Partner is required by Red Energy, or if the Partner requests
and is cleared by Red Energy, to acquire and arrange for adequate OffTake or Power
Purchase Agreement ( PPA ) contracts (to be determined by the Red Energy and the
funding entity to be of sufficient quality to secure full funding) for any project contemplated
herein, the Partner’s commission will increase, upon the successful consummation of said
contracts, by an additional 2% of Red Energy’s net profit from that specific project’s
operation.

This will provide the Partner with a total commission rate of 7% of Red Energy’s net profit
from that specific project’s operation, as full compensation. The Partner will be eligible for
the above described 7% Commission (the original 5% Commission plus the additional 2%
Offtake/PPA Commission) for the life of each Contract they are credited with, as prescribed
in this Agreement; or until said Contract is Terminated, or if this Agreement is Terminated;
whichever is first. The Finders Fee of Fifty Thousand ($50,000), however will remain the
same and is not eligible for any increase whether the Contract is for an ongoing Operation of
a Facility - or – an “Engineering & Equipment” package, regardless of contract size, the
number of facilities, or subsequent contracts (solicited or unsolicited) with the Client.

A separate Letter of Engagement will be signed by both Parties (Red Energy and the
Partner) on a project by project basis to reflect this agreement to cover the OffTake or PPA
contracts successfully arranged by the Partner. The Letter of Engagement will act as a rider
and addendum to this Agreement.

The Partner will become entitled to the additional 2% commission, and begin to accrue its
2% commission, upon the successful exercise of the qualified OffTake or PPA contract.

3. Subsequent Contracts from Clients Introduced by the Partner. In the case that a Client of
Red Energy’s, that was successfully introduced by the Partner, engages on further contracts
(solicited or unsolicited), the Partner will be entitled to a commission of 3% for each
subsequent contract. The Partner will be eligible for the above described 3% Commission for
the life of each subsequent Contract (solicited or unsolicited) they are credited with, as
prescribed in this Agreement; or until said Contract is Terminated, or if this Agreement is
Terminated; whichever is first.

4. Prospect Period (“Period”). If a Prospect introduced to Red Energy by the Partner fails to
engage by signing a contract for a period of two years (2 years) from the date of first
introduction, the Commission and the Finders Fee arrangements, under either the “Standard
Commission” or the “OffTake/PPA Contract” clause above will no longer apply even if the
Prospect re-engages Red Energy (solicited or unsolicited), by either signing the same contract

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 or another. In the case that Red Energy requests a suspension of activity with either the
Prospect or the Partner, the period of suspension will be added to the Period as an automatic
extension for an equivalent period of time.

Red Energy, at its sole discretion, may choose to re-instate the Finders Fee beyond the Period.

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