CONVEYANCE AND CONTRIBUTION AGREEMENT

This CONVEYANCE AND CONTRIBUTION AGREEMENT (the “ Agreement ”) dated as of October 6, 2008 (the “ Effective Date ”), is entered into by and among Higher Power Energy, LLC, a Texas limited liability company (“ Higher Power ”), Perpetual Energy Ltd., a United Kingdom private limited company (“ Perpetual ”), Higher Perpetual Energy, LLC, a Texas limited liability company (“ Higher Perpetual ”), DeWind SWI Wind Farms, LLC, a Delaware limited liability company (“ Company ”), LittlePringle1, LLC, a Delaware limited liability company (“ LP1 Sub ”), LittlePringle2, LLC, a Delaware limited liability company (“ LP2 Sub ”), BigPringle, LLC, a Delaware limited liability company (“ Big Pringle Sub ”), PD1, LLC, a Delaware limited liability company (“ PD1 Sub ”), DeWind Energy Development Company, LLC, a Nevada limited liability company (“ DeWind ”), and DeWind, Inc., a Nevada corporation (“ DeWind, Inc. ”).

WHEREAS, DeWind, Inc., is the sole member of DeWind;

WHEREAS, DeWind and Higher Perpetual have hereto formed the Company pursuant to the limited liability company agreement between such parties dated on or about the Effective Date (the “ LLC Agreement ”) for the purpose of serving as the sole initial holder of 100% of the limited liability company interest in each of LP1 Sub, LP2 Sub, Big Pringle Sub and PD1 Sub (each, a “ Sub ”, and collectively, the “ Subs ”);

WHEREAS, Higher Power and Perpetual have hereto formed Higher Perpetual pursuant to the company agreement of Higher Perpetual, dated as of July 27, 2007, by Higher Power and Perpetual;

WHEREAS, the Company has established the Subs for the purpose of erecting, owning and operating Wind Farms;

WHEREAS, Higher Power and its Affiliates hold the rights to the Assets and Leases and the Tax Abatement Agreement I and the Tax Abatement Agreement II, and Higher Power wishes to assign and cause the assignment of the Assets and Leases and the Tax Abatement Agreement I and the Tax Abatement Agreement II to the Subs as set forth herein on behalf of the Company and on behalf of Higher Perpetual and Perpetual wishes to assign to the Company cash on behalf of Higher Perpetual as a contribution by Higher Perpetual to the capital of the Company;

WHEREAS, DeWind, Inc., on behalf of DeWind, wishes to contribute a portion of the DW Contribution to the Subs as set forth herein on behalf of the Company and balance of the DW Contribution to the Company as set forth herein as a contribution by DeWind to the capital of the Company; and

WHEREAS, no later than the Effective Date, Higher Power, on behalf of the Company and Higher Perpetual as noted above, will execute and deliver to the applicable Sub a Lease Assignment assigning the Leases applicable to each such Sub, and cause the delivery of the Tax Abatement Assignment I and Pringle Wind I Assignment to the LP1 Sub, and cause the delivery of the Tax Abatement Assignment II and Pringle Wind II Assignment to the LP2 Sub;

NOW, THEREFORE, in consideration of the foregoing, the mutual promises and agreements hereinafter contained and other good and valuable consideration, the receipt and sufficiency of which the parties hereto hereby acknowledge, the undersigned hereby agree as follows:

1.1            Definitions .  Unless otherwise defined herein, all capitalized terms have the meanings assigned thereto in the LLC Agreement.  The following capitalized terms shall have the meanings given below:

(a)           “ Affiliate ” means with respect to any Person, any other Person Controlling, Controlled by, or under common Control with that first Person.  Notwithstanding the foregoing, neither (i) the Company nor the Subs shall be considered an Affiliate of DeWind or Higher Perpetual, nor (ii) Perpetual or Higher Perpetual shall be considered an Affiliate of Higher Power, for purposes of this Agreement.

(b)           “ Agreement ” has the meaning set forth in the preamble hereto, and includes the preamble, recitals and exhibits hereto.

(c)           “ Assets ” means collectively the LP1 Assets, LP2 Assets, Big Pringle Assets and PD1 Assets.

(d)           “ Big Pringle Assets ” means the items set forth in section 1 of Exhibit A hereto and any and all other Wind Resource Data, Books and Records, Contracts, Permits, Reports and any other properties, assets and rights of any kind, whether tangible or intangible, real or personal, owned or hereafter acquired by Higher Power or its Affiliates and which are related to the Big Pringle Leases or the Wind Farm to be developed on the real estate subject to the Big Pringle Leases, including any and all communications, correspondence, and business dealings regarding the Big Pringle Assets, sent by Higher Power, Higher Perpetual or Perpetual to the Company, DeWind or DeWind, Inc., or their respective agents or representatives.

(e)           “ Big Pringle Assignment ” means the Assignment and Assumption Agreement between Higher Power and the Big Pringle Sub dated on or about the Effective Date under which Higher Power assigns the Big Pringle Leases to the Big Pringle Sub.

(f)            “ Big Pringle Leases ” means the leases and options set forth in Exhibit A to the Big Pringle Assignment.

(g)           “ Big Pringle Sub ” has the meaning set forth in the preamble hereto.

(h)           “ Books and Records ” means any and all data, reports, external, non-attorney privileged correspondence, maps, surveys and other business records.

(i)            “ Commissioners Court ” means the Commissioners Court of Hutchinson County, Texas.

(j)            “ Company ” has the meaning set forth in the preamble hereto.

(k)           “ Contracts ” means any agreements, whether written or oral, entered into by Higher Power or its Affiliates, including any interconnection agreements.

(l)            “ Control ”, “ Controlling ”, or “ Controlled ” means the possession, directly or indirectly and whether acting alone or in conjunction with others, of the authority to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract, or otherwise.

(m)          “ DeWind ” has the meaning set forth in the preamble hereto.

(n)           “ DeWind, Inc. ” has the meaning set forth in the preamble hereto.

(o)           “ DW Contribution ” means the purchase orders and related rights described on Exhibit B hereto and any other properties, assets and rights of any kind, whether tangible or intangible, real or personal, owned or hereafter acquired by DeWind or its Affiliates and which are related to such assets, the contribution to the Company of $870,000 described in Section 2.4(b) and its agreement to contribute cash in the amount of, or property valued at, $1,184,122.

(p)          “ Effective Date ” has the meaning set forth in the preamble hereto.

(q)           “ Governmental Authority ” means any federal, state, local or other governmental, judicial, public or statutory instrumentality, tribunal, agency, authority, body or entity, or any political subdivision thereof having legal jurisdiction over the matter or Person in question.

(r)            “ Guidelines ” means the Guidelines and Criteria of the Commissioners Court of Hutchinson County, Texas, for Granting Tax Abatement in Reinvestment Zones Created in Hutchinson County, Texas, adopted by the Commissioners Court.

(s)           “ Higher Perpetual ” has the meaning set forth in the preamble hereto.

(t)            “ Higher Power ” has the meaning set forth in the preamble hereto.

(u)           “ Laws ” means any and all laws, statutes, ordinances, rules or regulations promulgated by a Governmental Authority, orders of a Governmental Authority, judicial decisions, decisions of arbitrators or determinations of any Governmental Authority or court.

(v)           “ Lease Assignments ” means collectively the LP1 Assignment, LP2 Assignment, Big Pringle Assignment and PD1 Assignment, and “ Lease Assignment ” means any of such Lease Assignments individually.

(w)          “ Leases ” means collectively the LP1 Leases, LP2 Leases, Big Pringle Leases and PD1 Leases, and “ Lease ” means any of such Leases individually.

(x)           “ LLC Agreement ” has the meaning set forth in the recitals hereto.

(y)           “ LP1 Assets ” means the items set forth in section 2 of Exhibit A hereto and any and all other Wind Resource Data, Books and Records, Contracts, Permits, Reports and any other properties, assets and rights of any kind, whether tangible or intangible, real or personal, owned or hereafter acquired by Higher Power or its Affiliates and which are related to the LP1 Leases or the Wind Farm to be developed on the real estate subject to the LP1 Leases, including any and all communications, correspondence, and business dealings regarding the LP1 Assets, sent by Higher Power, Higher Perpetual or Perpetual to the Company, DeWind or DeWind, Inc., or their respective agents or representatives.

(z)           “ LP1 Assignment ” means the Assignment and Assumption Agreement between Higher Power and the LP1 Sub dated on or about the Effective Date under which Higher Power assigns the LP1 Leases to the LP1 Sub.

(aa)         “ LP1 Leases ” means the leases and options set forth in Exhibit A to the LP1 Assignment.

(bb)        “ LP1 Sub ” has the meaning set forth in the preamble hereto.

(cc)         “ LP2 Assets ” means the items set forth in section 3 of Exhibit A hereto and any and all other Wind Resource Data, Books and Records, Contracts, Permits, Reports and any other properties, assets and rights of any kind, whether tangible or intangible, real or personal, owned or hereafter acquired by Higher Power or its Affiliates and which are related to the LP2 Leases or the Wind Farm to be developed on the real estate subject to the LP2 Leases, including any and all communications, correspondence, and business dealings regarding the LP2 Assets, sent by Higher Power, Higher Perpetual or Perpetual to the Company, DeWind or DeWind, Inc., or their respective agents or representatives.

(dd)        “ LP2 Assignment ” means the Assignment and Assumption Agreement between Higher Power and the LP2 Sub dated on or about the Effective Date under which Higher Power assigns the LP2 Leases to the LP2 Sub.

(ee)         “ LP2 Leases ” means the leases and options set forth in Exhibit A to the LP2 Assignment.

(ff)          “ LP2 Sub ” has the meaning set forth in the preamble hereto.

(gg)           “ PD1 Assets ” means the items set forth in section 4 of Exhibit A hereto and any and all other Wind Resource Data, Books and Records, Contracts, Permits, Reports and any other properties, assets and rights of any kind, whether tangible or intangible, real or personal, owned or hereafter acquired by Higher Power or its Affiliates and which are related to the PD1 Leases or the Wind Farm to be developed on the real estate subject to the PD1 Leases, including any and all communications, correspondence, and business dealings regarding the PD1 Assets, sent by Higher Power, Higher Perpetual or Perpetual to the Company, DeWind or DeWind, Inc., or their respective agents or representatives.

(hh)        “ PD1 Assignment ” means the Assignment and Assumption Agreement between Higher Power and the PD1 Sub dated on or about the Effective Date under which Higher Power assigns the PD1 Leases to the PD1 Sub.

(ii)           “ PD1 Leases ” means the leases and options set forth in Exhibit A to the PD1 Assignment.

(jj)           “ PD1 Sub ” has the meaning set forth in the preamble hereto.

(kk)         “ Permits ” means (i) all licenses, consents, certificates (including permanent unconditional certificates of occupancy), approvals, permits and any authorizations or any sort whatsoever by or from any Governmental Authority, including any certificates of need, provider numbers and accreditation, and (ii) any applications filed or pending for the foregoing, including interconnection applications.

(ll)           “ Perpetual ” has the meaning set forth in the preamble hereto.

(mm)       “ Person ” means any individual, corporation, company, voluntary association, partnership, joint venture, trust, unincorporated organization or any Governmental Authority.

(nn)        “ Pringle Wind I ” means Pringle Wind I, LLC, a Texas limited liability company.

(oo)        “ Pringle Wind I Assignment ” means the Assignment Agreement between Pringle Wind I and LP2 Sub, dated on or about the Effective Date, under which Pringle Wind I assigns all of its rights under the LP2 Assets to the LP2 Sub.

(pp)        “ Pringle Wind II ” means Pringle Wind II, LLC, a Texas limited liability company.

(qq)        “ Pringle Wind II Assignment ” means the Assignment Agreement between Pringle Wind II and LP1 Sub, dated on or about the Effective Date, under which Pringle Wind II assigns all of its rights under the LP1 Assets to the LP1 Sub.

(rr)          “ Reports ” means any and all reports and studies prepared by or for Higher Power or its Affiliates.

(ss)         “ Subs ” has the meaning set forth in the recitals hereto.

(tt)          “ Tax Abatement Agreement I ” means the tax abatement agreement dated August 25, 2008, between Hutchinson County, Texas, acting through the Commissioners Court, and Pringle Wind I, LLC.

(uu)        “ Tax Abatement Agreement II ” means the tax abatement agreement dated August 25, 2008, between Hutchinson County, Texas, acting through the Commissioners Court, and Pringle Wind II, LLC.

(vv)        “ Tax Abatement Assignment I ” means the Assignment and Assumption Agreement between Pringle Wind I and the LP2 Sub and to be acknowledged and to be consented to by Hutchinson County, Texas, acting through the Commissioners Court, expected no later than 60 days after the Effective Date, under which Pringle Wind I assigns all of its rights under the Tax Abatement Agreement I to the LP2 Sub.

(ww)       “ Tax Abatement Assignment II ” means the Assignment and Assumption Agreement between Pringle Wind II and the LP1 Sub and to be acknowledged and to be consented to by Hutchinson County, Texas, acting through the Commissioners Court, expected no later than 60 days after the Effective Date under which Pringle Wind II assigns all of its rights under the Tax Abatement Agreement II to the LP1 Sub.

(xx)          “ Wind Resource Data ” means any and all wind data obtained by Higher Power or its Affiliates.

1.2            Interpretation .  Unless otherwise expressly provided or unless required by the context in which any term appears:

(a)           the singular shall include the plural and the plural shall include the singular;

(b)           references to “ Articles ”, “ Sections ” or “ Exhibits ” shall be to articles, sections or exhibits of this Agreement;

(c)           the words “ herein ”, “ hereof ” and “ hereunder ” shall refer to this Agreement as a whole and not to any particular section or subsection of this Agreement;

(d)           references to any agreement, document or instrument shall mean a reference to such agreement, document or instrument as the same may be amended, modified, supplemented or replaced from time to time;

(e)           the use of the word “ including ” in this Agreement to refer to specific examples shall be construed to mean “including, without limitation” or “including but not limited to” and shall not be construed to mean that the examples given are an exclusive list of the topics covered; and

(f)           references to all applicable Laws shall mean a reference to such applicable Laws as the same may be amended, modified, supplemented or restated and be in effect from time to time, including rules and regulations promulgated thereunder.

2.1            Higher Power’s Contribution .  Higher Power, on behalf of Higher Perpetual as a capital contribution to the Company and on behalf of the Company as a capital contribution to the appropriate Sub, hereby grants, contributes, bargains, sells, conveys, assigns, transfers, sets over and delivers to:

(a)           the LP1 Sub, its successors and assigns, for its and their own use forever, all right, title and interest of Higher Power in and to the LP1 Assets and the LP1 Leases and shall deliver to the LP1 Sub the LP1 Assignment in exchange for the consideration stated in Section 2.5 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and the LP1 Sub hereby accepts the LP1 Assets and LP1 Leases on behalf of the Company as a contribution to the capital of the Company, and the Company hereby acknowledges such contribution as a contribution to the capital of the Company;

(b)           the LP2 Sub, its successors and assigns, for its and their own use forever, all right, title and interest of Higher Power in and to the LP2 Assets and the LP2 Leases and shall deliver to the LP2 Sub the LP2 Assignment in exchange for the consideration stated in Section 2.5 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and the LP2 Sub hereby accepts the LP2 Assets and the LP2 Leases on behalf of the Company as a contribution to the capital of the Company, and the Company hereby acknowledges such contribution as a contribution to the capital of the Company;

(c)           the Big Pringle Sub, its successors and assigns, for its and their own use forever, all right, title and interest of Higher Power in and to the Big Pringle Assets and the Big Pringle Leases and shall deliver to the Big Pringle Sub the Big Pringle Assignment in exchange for the consideration stated in Section 2.5 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and the Big Pringle Sub hereby accepts the Big Pringle Assets and Big Pringle Leases on behalf of the Company as a contribution to the capital of the Company, and the Company hereby acknowledges such contribution as a contribution to the capital of the Company; and

(d)           the PD1 Sub, its successors and assigns, for its and their own use forever, all right, title and interest of Higher Power in and to the PD1 Assets and the PD1 Leases and shall deliver to the PD1 Sub the PD1 Assignment in exchange for the consideration stated in Section 2.5 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and the PD1 Sub hereby accepts the PD1 Assets and PD1 Leases on behalf of the Company as a contribution to the capital of the Company, and the Company hereby acknowledges such contribution as a contribution to the capital of the Company,

and Higher Perpetual and Perpetual hereby agree that they shall procure the grant, contribution, bargain, sale, conveyance, assignment, transfer, set over and delivery to be made by Higher Power as set forth in Sections 2.1 (a) through (d) above.  In furtherance of this Section 2.1 , Higher Power shall deliver the Lease Assignments to the Subs no later than the Effective Date.

2.2            Perpetual’s Contribution .  Perpetual, on behalf of Higher Perpetual as a capital contribution to the Company, hereby grants, contributes, bargains, sells, conveys, assigns, transfers, sets over and delivers to the Company $87,500.

2.3            Deliverables of Higher Power’s Affiliates .  Higher Power shall cause:

(a)           Pringle Wind I to execute and deliver to the LP2 Sub (i) the Tax Abatement Assignment I, and to use commercially reasonable efforts to cause the Tax Abatement Assignment I to be duly executed and agreed to by the Commissioners Court, no later than 60 days after the Effective Date and (ii) the Pringle Wind I Assignment no later than the Effective Date; and

(b)           Pringle Wind II to execute and deliver to the LP1 Sub (i) the Tax Abatement Assignment II, and to use commercially reasonable efforts to cause the Tax Abatement Assignment II to be duly executed and agreed to by the Commissioners Court, no later than 60 days after the Effective Date and (ii) the Pringle Wind II Assignment no later than the Effective Date.

2.4            DeWind’s Contribution .  DeWind, Inc., on behalf of DeWind as a capital contribution to the Company and on behalf of the Company as a capital contribution to the appropriate Sub, hereby grants, contributes, bargains, sells, conveys, assigns, transfers, sets over and delivers to

(a)           LP1 Sub, its successors and assigns, for its and their own use forever, that portion of the DW Contribution designated on Exhibit B to be contributed to LP1 Sub, subject to obtaining any necessary consents;

(b)           the Company, its successors and assigns, for its and their own use forever, cash in an amount valued at $870,000; and

(c)           the Company, its successors and assigns, for its and their own use forever, its commitment to make the balance of the DW Contribution as and when the Management Committee of the Company requests;

in exchange for the consideration stated in Section 2.6 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and the Company hereby accepts the DW Contribution as a contribution to the capital of the Company.

2.5            Higher Perpetual’s Consideration for Contributions .  In consideration for the contribution of the Assets and Leases to the Subs on behalf of the Company and the execution and delivery of the Lease Agreement