APPLICATION FOR PARTICIPATION IN AN AFFORESTATION OFFSET POOL

AND SALES CONTRACT FOR EXCHANGE FORESTRY OFF SETS (XFOs)

I, Your Name hereby apply for participation in a forestry carbon pool known as Sample managed by North Dakota Farmers Union (NDFU) for registration of Exchange Forestry Offsets (XFOs) with the Chicago Climate Exchange (CCX) for calendar years N/A through N/A, plus additional years preceding this period, as allowed by CCX protocols, as applicable, and hereafter referred to as the "contracted period," on property that I own or control. I hereby agree that XXX.X acres shall be maintained as set forth in the Protocol for CCX Afforestation Projects, and as entered into the NFU Carbon Credit Program Database. I hereby agree that I hold full legal ownership and title to the Greenhouse Gas mitigation rights registered as CCX Offsets that are associated with the facilities and activities included in this project. I also hereby attest that the project is in a CCX eligible region, and involves afforestation practices as described by CCX and was initiated on unforested or degraded forest land on or after January 1, 2003. I hereby agree that the forest project has as a primary purpose the long-term storage of atmospheric carbon in accordance with CCX terms and provisions. The quantity of XFOs to be issued to a CCX-registered afforestation project shall be equivalent to the annual increase in sequestered carbon on eligible sites included in the project during the contracted period. I agree to abide by the rules of the CCX as they pertain to XFOs and to the conditions for Pool participation as set forth in this agreement.

Purchaser agrees to buy and seller agrees to sell and deliver to purchaser free from liens and encumbrances at 1415 12th Avenue SE, Jamestown, North Dakota 58401, the rights to the Exchange Forestry Offsets (XFOs) created during the contracted period through the use of CCX approved practices. XFO's shall accrue at the applicable rate as defined in CCX Carbon Accumulation Tables for Afforestation Offset Projects. 20% of the accrued XFOs shall be held in reserve by the Purchaser until December 31, N/A.

In the event that the project fails to meet these requirements, all XFOs from such land shall be null and void and any payments for XFOs delivered prior to December 31, N/A ,shall be repaid subject to interest and penalties. The transfer price of the XFOs covered by this contract shall be the sales price as determined by sale through the Chicago Climate Exchange less a 10% service fee. Exchange offset registration fees and offset verification costs are the responsibility of the offset project owner(s) and will be deducted from pool proceeds prior to payment calculations. Sale of XFOs covered by this contract shall be at the sole discretion of the Purchaser, however all XFOs shall be priced no later than 365 days after December 31, N/A. Payment for XFOs covered by this contract shall be made on an annual or semi-annual basis. By signature hereto, Seller irrevocably conveys title to the XFOs stated above during the contracted period. Seller further warrants compliance with the terms and conditions contained in the Agreement for the contracted period.

CCX Offset Project Terms and Conditions: By registering a project with Chicago Climate Exchange CCX), each project owner agrees to and acknowledges the following Terms and Conditions in relation to the project and the Exchange Offsets issued by CCX:

1. The enrolled project meets all applicable eligibility rules of the Chicago Climate Exchange
2. CCX will issue to the CCX Registry account of the project owner or its designated aggregator a quantity of Exchange Offsets that conforms to the applicable CCX Rules. Project owners will be notified of acceptance/rejection of their XFOs into the CCX Registry account by the designated aggregator at or before the time of the first payment due the Seller hereunder.
3. Each sale of Exchange Offsets executed through CCX shall represent a complete transfer of all legal rights associated with the mitigation of greenhouse gases that relate to the quantity and time periods associated with the Exchange Offsets that are established through fulfillment of the Terms of this contract.
4. The project owner or its CCX-registered aggregator may sell or retain the Exchange Offsets earned under the provisions of this agreement.
5. The project owner shall retain full legal ownership of all greenhouse gas mitigation rights that may accrue: (a) on lands or via activities not included in the CCX-registered project; (b) in excess of the quantity of Exchange Offsets issued by CCX to CCX-registered projects; (c) before or after the contracted period for the CCX- registered project.
6. Neither CCX nor North Dakota Farmers Union makes any warranty as to the marketability or market value of CCX Exchange Offsets.
7. Each project owner, and, when applicable, its aggregator, is required to periodically submit a signed project report that confirms conformance with the terms herein. Representatives of CCX may conduct on-site inspection of registered projects and related documents. Each project owner agrees to provide access in such cases in a prompt and cooperative manner. All CCX offsets projects and project reports and verification reports are subject to inspection and audit by the provider of regulatory services designated by CCX and by other independent experts as may be engaged by CCX.
8. CCX may request additional information and/or access to registered projects for the purpose of advancing understanding of greenhouse gas mitigation projects. Project owners may decline such access without penalty. In no cases shall research findings cause a reduction in the quantity of Exchange Offsets to be issued to a registered project.
9. Failure to conform to the rules provided herein may result in termination of enrollment in CCX and prohibition from all further participation in CCX.

CCX Eligibility Requirements: All CCX-eligible carbon sequestration projects that produce less than 12,500 metric tons CO2 equivalent of Exchange Offsets per year must be registered through a CCX-registered aggregator. Projects that are represented in CCX by an Aggregator are referred to as 'pooled projects.' The 'pool' refers to the multiple projects represented by the Aggregator. Each Aggregator is assigned a CCX registry account which will hold all offsets issued to projects it represents. Aggregators shall also be Authorized Traders in the CCX Trading Platform for such offsets. Aggregators shall be responsible for receiving from individual projects the CCX-required project reports, and for submitting to CCX summary reports of projects they represent. The terms of the business and legal relationships between aggregators and project owners are left to the discretion of those parties.

Verifier: Is a technically expert entity that is approved by CCX to conduct verification of CCX Exchange Offset projects.

Offset Issuance: CCX-eligible greenhouse gas mitigation projects can be recorded in the CCX Registry and will be issued Exchange Offsets annually on the basis of mitigation tonnage realized through the contracted period. All Offset project mitigation effectiveness will be quantified on the basis of metric tons of CO2 equivalence. Each Exchange Offset will represent one hundred metric tons of carbon dioxide (CO2) and will be identified by annual vintage. CCX reserves the right to assess fees for the registration of Offset Projects in the CCX Registry

Vintage: The vintage of an instrument is defined as the first year the designated instrument may be used for compliance with the CCX emission reduction schedule, or, as applicable, the CCX electricity purchase reduction schedule.

Trading Authority: North Dakota Farmers Union shall have sole authority to access the CCX Trading Platform and Registry account(s) holding the Offsets issued to projects it represents and to execute sales on the CCX electronic trading platform on behalf of project owners and distribute sales proceeds to project owners in accordance with the terms stated in this contract.

Definition of Afforestation Trees planted in CCX eligible regions, on unforested or degraded forest land on or after January 1, 2003. The quantity of XFOs to be issued to a CCX-registered forestry project shall be based on the annual increase in stored carbon (expressed in metric tons of carbon dioxide equivalence) on eligible sites included in the project during the contracted period.

Non-compliance: In the case of noncompliance with the Terms and Conditions contained in this CCX Exchange Forestry Offsets contract, the owner of the noncompliant project shall return a quantity of CCX Exchange Offsets and/or Exchange Allowances that is equal to the total quantity of XFOs that have been issued to the project during the contracted period or present payment in an amount equal to the cost of acquiring such replacement offsets or allowance, as well as interest accruing on said amounts from the date of noncompliance, as well as all costs incurred by aggregator in enforcing this provision, inclusive of reasonable attorney fees. The owner of the noncompliant project may be prohibited from further participation in CCX.

Long-term commitments: The project owner must present to CCX a signed Statement of Intent to Maintain Forestry Carbon Stocks.

Forest Carbon Reserve Pool: A quantity of Exchange Forestry Offsets equal to twenty percent (20%) of all XFOs generated by CCX-eligible forest carbon projects (as defined and quantified in conformance with CCX Rules) shall be held in a CCX Forest Carbon Reserve Pool. In the event that a CCX-registered project experiences a net loss of stored carbon during the contracted period, (e.g. due to events such as fire or tree removal), CCX shall promptly cancel XFOs held in the corresponding CCX Forest Carbon Reserve Pool in an amount equal to the net quantity of carbon (expressed in metric tons CO2 equivalent) released from the CCX-enrolled project. The maximum amount of carbon loss to be recognized by CCX shall be no more than the total quantity of XFOs issued to the project during its enrollment in CCX. Replacement instruments will be placed into the forest carbon reserve pool. Options available for the replacement of lost tons, and the associated replacement rates are as follows: (a) If previously issued XFOs are negated by net loss of stored carbon and are replaced with CCX-issued emission allowances or offsets, each previously issued offset must be replaced with one allowance or offset. (b) If previously issued offsets are negated by loss and are replaced with CCX XFOs to be generated by the affected project in later years (but as soon as practicable) as a result of carbon accumulation at the original project site, each cancelled XFO must be replaced with 1.2 later-vintage XFOs.

Carbon Quantification Method: XFO's shall accrue at the applicable rate as defined in CCX Carbon Accumulation Tables for Afforestation Offset Projects.