0000950152-06-005377 Sample Contracts

PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • June 27th, 2006 • BPI Energy Holdings, Inc. • Crude petroleum & natural gas • Illinois

THIS PURCHASE AND SALE AGREEMENT (“Agreement”) is made as of June 23, 2006, by and between COLT, LLC a West Virginia limited liability company, 430 Harper Park Drive, Suite A, Beckley, West Virginia 25801 (referred to herein as “Seller”), and BPI ENERGY, INC., a Nevada corporation, 30775 Bainbridge Road Suite 280, Solon, Ohio 44139 (“Purchaser”).

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TERMINATION AGREEMENT
Termination Agreement • June 27th, 2006 • BPI Energy Holdings, Inc. • Crude petroleum & natural gas • Illinois

This Termination Agreement (“Termination Agreement”) is made this 23rd day of June, 2006 by and between BPI Energy, Inc., for itself and as successor by merger or otherwise to Methane Management, Inc. and BPI Industries, Inc., (“BPI”), Colt LLC (“Colt”), AFC Coal Properties, Inc. (“AFC”), American Premier Underwriters, Inc. (“APU”), and Central States Coal Reserves of Illinois, LLC, for itself and its predecessor Peabody Development Land Holdings, LLC (collectively “Central States”) (BPI, Colt, AFC, APU, and Central States collectively, the “Parties”).

SETTLEMENT AND MUTUAL RELEASE AGREEMENT
Settlement Agreement • June 27th, 2006 • BPI Energy Holdings, Inc. • Crude petroleum & natural gas • Illinois

This Settlement and Mutual Release Agreement (“Settlement Agreement”) is made this 23rd day of June, 2006, by and among BPI Energy, Inc., for itself and as successor by merger or otherwise to Methane Management, Inc. and BPI Industries, Inc., (“BPI”), Colt LLC (“Colt”), AFC Coal Properties, Inc. (“AFC”), American Premier Underwriters, Inc. (“APU”), and Central States Coal Reserves of Illinois, LLC (“Central States”) (collectively, the “Parties”).

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