MASTERRETAIL GAS SALES AGREEMENT

1.       TERM, SCHEDULING, QUANTITY, PRICE, & BALANCING

1.1     This Agreement shall commence as of the first date written above and remain in effect, subject to the termination rights set forth herein, until terminated by either Party in a manner not inconsistent with an effective Confirmation. Except with respect to termination resulting from an Event of Default, if one or more Confirmations is in effect, termination of the Agreement shall not be effective until the expiration of the latest Delivery Period as provided in an effective Confirmation.

1.2     Seller agrees to sell and schedule for delivery to Buyer, and Buyer agrees to purchase and receive from Seller, natural gas as set forth in any Confirmation effective between the Parties, as it may be amended from time to time with mutual agreement of the Parties.

1.3     The Price for the Baseload or Contract Quantity, as applicable, shall be set forth on the applicable Confirmation. In the event that the Price is identified as “NYMEX Last Day Settle plus Market Basis” (or “NYM LDS plus Mkt Basis”), then the Price shall be the sum of two price components: (i) Commodity, and (ii) Basis. The Commodity price shall be equal to “NYMEX Last Day Settle”, as defined in the Definitions Rider, for the applicable month, unless the Parties mutually agree to fix the Commodity price. The Basis price shall be reasonably determined by Seller unless the Parties mutually agree to a Basis price.

1.4     A mutual agreement, if any, to establish a fixed Price, (whether the Commodity, Basis or both price components) may take the form of counterparts, with the Buyer submitting an offer and the Seller indicating its agreement to the terms of such offer in separate writings. Buyer and Seller agree that any written fixed price request(s) submitted by Buyer shall be deemed an offer by Buyer to buy. Only terms (i) affirmatively confirmed by Seller in a Confirmation amendment in response to Buyer’s fixed price request, or (ii) contained in a fully executed Confirmation, shall be binding on the Parties. Neither Buyer nor Seller shall contest the enforceability of an agreement on the grounds that the agreement is in counterparts as described herein, the fixed price request or Confirmation amendment is delivered in an electronic form or by facsimile, or that either of a fixed price request or a Confirmation amendment as described herein is not a writing. Quantities with fixed prices (or a fixed price component) shall be deemed the first natural gas through the meter with respect to the applicable month.

1.5     In the event that the quantity of natural gas that can be delivered to Buyer is less than the quantity agreed to be purchased for the relevant period, Buyer shall remain liable for the entire quantity it agreed to purchase. Seller will provide a credit at prevailing market prices for that portion of the purchased quantity that could not be delivered. In the event that Buyer’s expected Use will exceed the quantity of gas purchased by Buyer and/or available to Buyer without incurring Imbalance Charges for the relevant period, Seller will use commercially reasonable efforts to provide Incremental Supply at prevailing market prices as adjusted for Fuel, if applicable, and margin. Credits for Cashout and/or charges for Incremental Supply shall appear as separate line items on Seller’s invoice to Buyer, including applicable price and quantity. If no Balancing Service is

Payments shall be made by wire and/or ACH to:

US Bank ABA - 075000022

Acct - 182380410411

Payment by Check shall be made payable to:

Integrys Energy Services - Natural Gas, LLC

P.O. Box 3145

Milwaukee, WI ###-###-####

If Consolidated Billing is indicated on the effective Confirmation, then Seller shall include the Transporter distribution fees on the monthly invoice. Past due and other charges due Transporter, that apply to service prior to the effective date of the Confirmation will not be included in Seller’s invoice to Buyer. Seller may discontinue this service at any time with notice to Buyer.

2.2     If Buyer disputes the amount payable under any invoice rendered hereunder, Buyer shall pay when due the amount not in dispute under such invoice as well as provide documentation to support the amount paid or disputed. Buyer recognizes that Buyer’s assertion of an inaccurate Usage determination by Transporter, in the absence of a redundant metering device to support that claim, is not adequate support to withhold payment. Any payment by Buyer shall not be deemed to be a waiver of Buyer’s right to recoup any overpayment, nor shall acceptance of any payment be deemed to be a waiver of Seller’s right to any underpayment. Any claim must be made within two (2) years of the date of the invoice or last revision thereof.

2.3     In the event the Buyer falls to pay the undisputed amount due to Seller when due, the unpaid portion of the undisputed amount shall accrue at a rate equal to one and one half percent (1-1/2%) per month, provided that in no event shall such rate exceed the maximum rate allowed by law, compounded daily from the date such payment is due until the same is paid.

3.       FINANCIAL RESPONSIBILITY

Buyer (i) agrees to provide Seller with required information, including pertinent financial information and other information required for Seller to assess Buyer’s financial position, and (ii) authorizes the applicable utility, credit reporting agencies, trade references, and other relevant parties to release data to Seller relating to Buyer’s billing, usage, and credit data with such authorization enduring for the term of this Agreement. When reasonable grounds for insecurity of payment arise, including without limitation when Buyer seeks to establish a fixed price (whether Commodity, Basis or both), Seller may demand adequate assurance of performance. Adequate assurance of performance must be delivered to Seller no later than three (3) Business Days after the date of request, and must be in a form, from an issuer, and in an amount, acceptable to Seiler.

4.       EVENT OF DEFAULT

“Event of Default” means (i) Buyer fails to provide adequate assurance of performance to Seller pursuant to Article 3; (ii) Buyer fails to pay undisputed amounts by the invoice due date; (iii) either Party makes an assignment or any general arrangement for the benefit of creditors; (iv) either Party defaults in any payment obligation to the other Party;

5.4      In the event that the Contract Quantity or Baseload Quantity is identified as Full Requirements on the applicable Confirmation, then the Parties agree that Seller’s forecasted quantity for Buyer for the applicable period should be used when calculating the remedy due the Non-Defaulting Party. Payment for Early Termination Damages shall be due within two (2) Business Days of the invoice date for said Early Termination Damages. In the event the Defaulting Party fails to pay amounts in accordance with the previous sentence, the Defaulting Party shall be responsible for (i) interest equal to one and one half percent (1 1/2%) per month, provided that such rate does not exceed the maximum rate allowed by law, compounded daily from the date such payment is due until the same is paid and (ii) all reasonable costs of collection, including attorneys’ fees.

6.       SET OFF

Without limiting its rights under this Agreement, a Non-Defaulting Party may reduce any amount owed it under Article 5 by way of set-off against Other Agreement Amounts, as defined in the Definitions Rider. The Other Agreement Amounts) will be discharged promptly and in all respects to the extent it is so set-off. This Article 6 shall be without prejudice and in addition to any right of setoff, combination of accounts, lien or other right to which any Party is at any time otherwise entitled (whether by operation of law, contract, or otherwise).

7.       TITLE, TAXES, CHANGE IN LAW OR TARIFF

7.1     Seller warrants title to all natural gas delivered hereunder, that it has good and lawful authority to sell the same that said natural gas is free from liens and adverse claims of every kind. Title to all natural gas delivered hereunder shall pass from Seller to Buyer at the Delivery Point(s). Seller shall pay or cause to be paid all production, severance or similar taxes lawfully levied on Seller, on the natural gas, or on any transaction giving rise to taxes, and applicable to the natural gas delivered hereunder which accrue prior to its delivery to Buyer at the Delivery Point(s), and Seller shall hold Buyer harmless therefrom. Buyer shall pay all taxes lawfully levied on Buyer applicable to such natural gas at and after delivery to the Delivery Point(s) and shall hold Seller harmless therefrom. Notwithstanding the foregoing, in the event that sale of natural gas, or any of the transactions contemplated hereunder are subject to, or become subject to, any state or local gas revenue, utility, sales, use, gross receipts, commercial activity, excise, or ad valorem tax, that Seller is obligated to remit to any competent taxing authority, Buyer shall reimburse Seller for any such taxes remitted by Seller in connection with this Agreement. Buyer shall provide Seller with evidence of any applicable exemption or exclusion from such taxes in the appropriate state(s) as applicable. In the event that an Account is located in Illinois, the Parties expressly acknowledge that the Agreement is made in De Pere, Wisconsin.

7.2     The safe of natural gas herein is subject to all applicable federal and state laws, orders, rules and regulations and to the Federal Energy Regulatory Commission rules and regulations or successor agency having jurisdiction. Either Party shall have the right to question or contest any such law, ordinance, order, rule, or regulation. The Price and/or terms of the Agreement may be adjusted by Seller to reflect charges associated with any change in the administration or interpretation of, a supplement to, a modification of, or a replacement of any law, statute, regulation, tariff, or any governmental permit or approval that impacts the manner in which Seller fulfills or the costs associated with Seller fulfilling its obligations under this Agreement.

12.    MISCELLANEOUS

12.1  Unless otherwise noted on an effective Confirmation, Buyer acknowledges and agrees that Seller will be the sole supplier (other than the Transporter) of natural gas for use in Buyer’s accounts identified on an effective Confirmation.

12.2  As of the date hereof, each Party represents and warrants to the other as follows; (i) it is duly organized and validly existing under the laws of the State of its incorporation/organization, (ii) is qualified to do business and is in good standing in the State where the facility receiving natural gas under the Agreement is located, and has all requisite power and authority, corporate or otherwise, to enter into this Agreement and perform its obligations hereunder, (iii) the execution, delivery, and performance of this Agreement have been duly authorized in accordance with all of its organizational instruments, it has full power to execute, deliver, and perform its obligations under this Agreement, and this Agreement has been duly executed and delivered, (iv) it has reviewed and understands this Agreement, and (v) it is not a “utility” within the meaning of Section 366 of the U.S. Bankruptcy Code, Each party agrees to waive and not to assert the applicability of Section 366 of the U.S. Bankruptcy Code in any bankruptcy proceeding wherein such party is a debtor. Buyer further represents (a) unless expressly noted to the contrary, Buyer is entering into this Agreement as principal and not as agent or in any other capacity, fiduciary or otherwise; (b) it has made its own independent decisions to enter the transaction and its decisions are based on its own judgment and upon advice from such advisors as it has deemed necessary; (c) Buyer is capable of assessing the merits and understands and accepts the terms, conditions and risks of the transaction; (d) Seller is not acting as a fiduciary for, or an advisor to, Buyer in respect to the transaction, (e) it understands that any corresponding futures hedge referenced by Seller is owned by Seller for Seller’s price protection and that no representation has been made by Seller that a position in futures is held by Seller for Buyer’s benefit, (f) it has the ability to make and take delivery of the commodity and is entering into transactions hereunder for purposes related to its business as such, and (g) it is a “forward contract merchant’ and that this Agreement is a “forward contract” as such terms are defined in the U.S. Bankruptcy Code. The Parties agree that all payments made or to be made by one Party to the other Party under this Agreement with respect to the forward contracts constitute “settlement payments” and/or “margin payments” within the meaning of the Bankruptcy Code, assurances of performance transferred by one Party to the other Party under this Agreement constitute “margin payments” within the meaning of the Bankruptcy Code, and the rights set forth under Articles 4 through 6 of the Agreement, as applicable, constitute contractual rights “to liquidate, terminate, or accelerate” the transactions within the meaning of Bankruptcy Code Section 556 and “to terminate, liquidate, accelerate or offset” within the meaning of the Bankruptcy Code Section 561. Buyer represents and warrants to Seller that (x) it is in compliance with all material terms of its bank and debt covenants (as applicable), and (y) it is not in default under the terms of any material contracts to which it is a party. By signing below, each individual additionally warrants that he or she is authorized to sign this Agreement on behalf of the Party for which it was executed and is authorized to act under any effective Confirmations, and/or Riders.

12.3  If any provision in this Agreement is determined to be invalid, void or unenforceable by any court having jurisdiction, such determination shall not invalidate, void, or make unenforceable any other provision, agreement or covenant of this Agreement.

12.10  There are no Third Party Beneficiaries to this Agreement and none are intended.

Integrys Energy Services - Natural Gas, LLC

1716 Lawrence Drive

De Pere, WI 54115

ATTN: Susan Brovold

FAX: 920 ###-###-####

EVO Trillium, LLC

ATTN: Damon Cuzick

9899 W Roosevelt St.

Tolleson, AZ 85353

FAX:

Buyer’s State of organization:

Buyer’s Form of organization: Limited Liability Company (LLC)

EVO Trillium, LLC

ATTN: Theril Lund

9899 W Roosevelt St.

Tolleson, AZ 85353

FAX: 623 ###-###-####

FAX:

“Accounts” shall mean one or more accounts identified by account number on an effective Confirmation.

“Baseload Quantity” shall mean the daily purchase and sale quantity obligation. If presented as a monthly sum, Buyer and Seller agree that the monthly sum, when divided by the number of days in the month, sets forth the daily purchase and sale obligation that is priced as set forth in a Confirmation.

“Basis” shall mean the price differential between a receipt point and a delivery point, as determined by Seller unless fixed. Basis can include upstream transportation, fuel, margin and any other fees to a delivery point.

“Business Day” shall mean a day during which any Federal Reserve Bank office is open for business.

“Cashout” shall mean the process used by a Transporter (or Seller as applicable) to purchase, sell, or trade natural gas at the end of any day, month, or delivery period, as applicable, for the purpose of balancing receipts and deliveries for a specified day, month, or delivery period.

“Contract Quantity” shall mean the fixed monthly purchase and sale quantity obligation identified on an Effective Confirmation.

“Constraint Day” shall mean any period of time during which the Transporter identified in an effective Confirmation issues balancing orders, operational flow orders, operational matching orders (or the equivalent), or winter splits or deems the day a Critical Gas Day (or the equivalent) and thereby restricts deliveries by Seller or use by Buyer, requires a specific delivery by Seller or use by Buyer, or otherwise requires an affirmative action by either Party due to adverse operational conditions experienced by the Transporter.

“Daily Limitation” shall mean Transporter enforced restrictions or mandates concerning quantities of gas delivered and/or used, including those imposed due to Constraint Day conditions and/or under ordinary operating conditions.

“Firm” shall mean that either Party may interrupt its performance without liability only to the extent that such performance is prevented for reasons of Force Majeure or the failure of the other Party to perform.

“Firm Reservation Quantity” shall mean the quantity of Natural gas identified on Confirmation for which Seller will obtain Firm transportation capacity to the Delivery Point.

“Fuel” shall mean the difference between the quantity scheduled to the applicable receipt or delivery point and the quantity received at the delivery point or meter location as converted to a per unit charge.

“Full Requirements” if indicated on an effective Confirmation, then the entire quantity of natural gas required by the identified accounts shall be priced in a uniform manner. Seller’s obligation to provide uniform pricing for all gas purchased is expressly conditioned upon Buyer’s obligation to provide Seller with timely and accurate information as to expected usage, including but not limited to, timely notice of deviations from previously-established expected usage, as well as other terms and conditions included in this Agreement and in the applicable Confirmation.