0001017951-09-000200 Sample Contracts

SEVERANCE AGREEMENT, WAIVER AND RELEASE
Severance Agreement • August 7th, 2009 • Evergreen Energy Inc • Bituminous coal & lignite surface mining • Colorado

This Severance Agreement, Waiver and Release (the “Agreement”) is entered into between Evergreen Energy Inc. (the “Company”), and Kevin R. Collins (the “Employee”). The “Effective Date” of this Agreement is as defined below in Paragraph 7.

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PROFESSIONAL SERVICES AGREEMENT
Professional Services Agreement • August 7th, 2009 • Evergreen Energy Inc • Bituminous coal & lignite surface mining • Colorado

THIS AGREEMENT (“Agreement”) is made and entered into effective as of June 1, 2009 (“Effective Time”) by and between Wolff & Company, Alternative Energy Advisors, Inc., a North Carolina corporation, having an office and place of business at 616 Small Drive, Elizabeth City, N.C. 27909 (“Consultant") and Evergreen Energy Inc. having an office and place of business at 1225 17th St., Suite 1300, Denver, Colorado, 80202 ("Company"); Company and Consultant being hereinafter sometimes referred to collectively as the "Parties".

July 21, 2009 Mr. Theodore Venners Denver, CO 80202 Re: Transition Agreement Dear Mr. Venners:
Transition Agreement • August 7th, 2009 • Evergreen Energy Inc • Bituminous coal & lignite surface mining • Colorado

This agreement and the attachments hereto (“Transition Agreement”) sets forth the agreement between you and Evergreen Energy Inc. and its subsidiaries (“Evergreen”) to effect an orderly, efficient and effective procedure for implementing your transition from all officer positions and board seat(s) of Evergreen to a position of Senior Advisor to the CEO. The parties therefore agree as follows:

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