DRAFT FOR DISCUSSION ONLY------

METRO COUNCIL MSW COMMITMENT to ZESC FACILITY/ OR MSW1 LLC

(metro council letterhead)

Marni Zollinger
ZESC Developer
Ph 877-511-5665
Fx 309-422-7653
zesc1971@gmail.com

(date)
Ms. Zollinger,

We have received a proposal to obtain Class I unsorted Municipal Solid Waste (“MSW”)
currently managed by Metro Council from the Portland, Oregon service area (flow-control).

We understand that a ZESC – Zero Emissions Sanitary Combustion – Facility may be located in
the ________ area. Your ZESC is an advanced Waste to Energy design that does not have a
smokestack.

We understand that the ZESC design accepts up to 500 tons per day of unsorted MSW, and that
the MSW is converted into electrical energy and other by-products which can be converted into
fertilizer, “Greenest Bricks” and pre-fab foamed cellular concrete housing products. The ZESC
Facility agrees to accept and recycle or convert up to 100% of the MSW, so that as much MSW
as possible is prevented from landfill-entrainment.

We confirm that MSW analysis has not been performed and our household, commercial and
industrial MSW has the normal composition for any other American suburban area.

We agree that every lb. of MSW should be tracked using SCADA systems and that Metro Council
shall receive an audit trail. We understand that the ZESC Facility shall not be obligated to accept
MSW tonnage above the facility’s current capacity.

We understand that an anticipated three year term from construction to commencement date
is the current time estimate. Any sub-contract of a Material Recovery Facility (mrf) will be
coordinated with the Metro Council.

We understand that a ZESC facility and related operation may employ up to 200 permanent jobs
and that achieving a Green Economy will assist Multnomah County residents while also assisting
compliance with OR HB 3744.

Therefore the Metro Council commits to provide the ZESC up to 500 tons of MSW per day at
zero ($0.00) tipping fee for the life of the facility. Our commitment includes full access to
entrained MSW which may be extracted which may result in DEP-compliant remediation of the
landfill. The ZESC Facility shall not pay for any MSW. The ZESC Facility shall supply the Metro
Council with quarterly estimates of reclaimed/recycled MSW parameters as a fraction of
operating capacity. The ZESC Facility shall arrange funding (utilizing ARRA09 Section 1603
grants, tax credits or environmental credits) without Metro Council approval, which, if required,
shall not be unreasonably withheld.

Owner Page 1 5/6/2010

DRAFT FOR DISCUSSION ONLY------
METRO COUNCIL MSW COMMITMENT to ZESC FACILITY/ OR MSW1 LLC
Metro Council shall assert no claim of any sort or kind upon any ensuing tax credits,
environmental credits or attributes or employment tax subsidies generated from renewable
electrical energy or recycling by-products.

This letter of agreement does not obligate Metro Council to contribute any funding or financing
of the ensuing ZESC project. This letter of agreement does not obligate Metro Council to
purchase or procure funding or financing for any recycling equipment of any kind or sort. This
letter of agreement may be rescinded in whole or in part if the ZESC facility exceeds the gaseous
emissions requirements established in conformance with the NPR (no permit required) or de
minimus air quality certifications issued by the Oregon DEP or the US EPA.

This agreement entered into on this date in compliance with HB 3744 which states the
following:

In the interest of the public health, safety and welfare and in order to conserve energy and
natural resources, it is the policy of the State of Oregon to establish a comprehensive statewide
program for solid waste management which will (a) After consideration of technical and
economic feasibility, establish priority in methods of managing solid waste in Oregon as
follows:

(A) First, to reduce the amount of solid waste generated;

(B) Second, to reuse material for the purpose for which it was originally intended;
(C) Third, to recycle material that cannot be reused;
(D) Fourth, to compost material that cannot be reused or recycled;
(E) Fifth, to recover energy from solid waste that cannot be reused, recycled or
composted so long as the energy recovery facility preserves the quality of air, water
and land resources;
(F) Sixth, to dispose of solid waste that cannot be reused, recycled, composted or from
which energy cannot be recovered by landfilling or other method approved by the
Department of Environmental Quality…

Each local government that franchises or licenses the collection of solid waste and establishes
the rates to be charged for collection service shall either: (A) Include in those rates all net costs
incurred by the franchisee or licensee for providing the 'opportunity to recycle' under ORS
459A.005 and for implementing the requirements of subsection (3) of this section; or (B) Fund
implementation of the 'opportunity to recycle ' under ORS 459A.005 or the requirements of
subsection (3) of this section through an alternative source of funding including but not limited
to disposal fees.

And in compliance with ORS 279C.335(c) specifies that contracts may be exemption from
competitive bidding processes when the value of the contract is less than $5,000 and Metro
Code 2.04.054(a) any procurement of a public contract not exceeding $5,000 may be awarded
in any manner deemed practical or convenient by the Chief Operating Officer and Metro Code
2.02.010(a) “Personnel Code” which specifies that duties and authority of the Chief Operating
Officer may transfer to a delegee.

Sincerely,

Owner Page 2 5/6/2010