PRELIMINARY AGREEMENT for the delivery of organic waste

PRELIMINARY AGREEMENT

for the delivery of organic waste

Made in Siedlce, on October 12, 1999,

between:

INTERNATIONAL ECO-WASTE SYSTEMS S.A. with an office at ul. Zloczowska12/3 in Warsaw, represented by:

1. Xxxxxxxx Xxxxx

2. Xxxxxxxx Xxxxxxx

("ECO")

and

Drosed Siedleckie Zaklady Drobiarskie S.A. with an office at ul. Sokolowska 154 in Siedlce, represented by:

Xxxxxxx Xxxxxxxxxxx, President and Director General

The parties agree as follows:

1.

1. Upon the completion of a rendering plant in Zabokliki near Siedlce, ECO shall receive all technological organic waste from Siedleckie Zaklady Drobiarskie Drosed S.A.
2. ECO shall receive the waste in fulfillment of an agreement between the parties.
3. The parties shall sign the agreement for the delivery of organic waste six months before the rendering plant is completed, and no later than the end of the first quarter of the year 2000.

2.

1. The agreement for the delivery of sorted organic waste shall provide for the delivery of approx. 44 tonnes of waste per day.
2. Delivery of waste shall commence 14 days from the day the rendering plant in Zabokliki becomes operational, and no later than 7 months from the date of signing the agreement. Subsequent deliveries shall take place once a day on average, however, at least five times per week.
3. Payment for the delivery of waste shall be deposited to a bank account within 14 days of each delivery.
4. The agreement shall be signed for the period of 15 years.

3.

Any changes to this agreement shall be in writing.

4.

With respect to matters that are not covered by this agreement, the provisions of the Civil Code shall prevail.

5.

The parties shall make every effort to resolve amicably any problems that may arise during implementation of this agreement, and if such a resolution cannot be reached, the matter shall be submitted to a proper Commercial Court [Sad Gospodarczy].

6.

This agreement has been prepared in two identical copies, one for each Party.

[rectangular stamp with partly illegible contents and signature of Xxxxxxx Xxxxxxxxxxx]

/s/ signed

[signature]

[rectangular stamp with the following contents: International Eco-Waste System S.A., xx. Xxxxxxxxxx 00, xxxxx 0,

00-000 Xxxxxxxx, NIP 000-00-00-000]

[rectangular stamp with the following contents: Vice President of the Board of Directors, xx Xxxxxxxx Xxxxx]

/s/ signed

[signature]

This document is a fair and accurate translation of the original Polish document.