DEVELOPER AGREEMENT

This Developer Agreement (“ Agreement ”), dated as of October 6, 2008 (“ Effective Date ”) is among PERPETUAL ENERGY LIMITED, a United Kingdom private limited company (“ Perpetual ”), HIGHER POWER ENERGY, LLC, a Texas limited liability company (“ Higher Power ”), DEWIND ENERGY DEVELOPMENT COMPANY, LLC, a Nevada limited liability company (“ DeWind ”), DEWIND SWI WIND FARMS, LLC, a Delaware limited liability company (“ Holdco ”) and HIGHER PERPETUAL ENERGY, LLC, a Texas limited liability company (“ Higher Perpetual ”) (Perpetual, Higher Power, DeWind, Holdco and Higher Perpetual, collectively, the “ Parties ”, and each, a “ Party ”).  Certain capitalized terms used but not defined elsewhere in the text of this Agreement are defined in Annex I , attached hereto.

WHEREAS, Higher Power has acquired leases, options, wind data, studies, permits, and interconnection applications and other property, interests and rights (“ Development Assets and Rights ”), including, without limitation, the rights described on Exhibit A attached hereto (collectively, the “ LP1 Assets ”) for the development, construction, operation and ownership of a proposed wind farm commonly referred to as Little Pringle One to be located at Northeast Corner of Section 54, Block M23, Robert Sikes Survey, Hutchinson County, Texas, Latitude: 35º 57’21.36010”N and Longitude: 101º 32’34.46695”W (“ Little Pringle One ”);

WHEREAS, Higher Power has acquired Development Assets and Rights, including, without limitation, the rights described on Exhibit B attached hereto (collectively, the “ LP2 Assets ”) for the development, construction, operation and ownership of a proposed wind farm commonly referred to as Little Pringle Two to be located at Southeast Corner of Section 1, Block M24, TC & Ry Co Survey, Hutchinson County, Texas, Latitude: 35º 55’59.46429”N and Longitude: 101º 32’34.48343”W (“ Little Pringle Two ”);

WHEREAS, Higher Power has acquired Development Assets and Rights, including, without limitation, the rights described on Exhibit C attached hereto (collectively, the “ BP Assets ”) for the development, construction, operation and ownership of a proposed wind farm commonly referred to as Big Pringle to be located at Big Pringle (19 miles southwest of Spearman, Texas) (“ Big Pringle ”);

WHEREAS, Higher Power has acquired Development Assets and Rights, including, without limitation, the rights described on Exhibit D attached hereto (collectively, the “ PD Assets ”, and collectively with LP1 Assets, LP2 Assets, and BP Assets and, to the extent substituted in accordance with the terms of this Agreement, the Baker Assets and the Haynes Assets, the “ Assets ”) for the development, construction, operation and ownership of a proposed wind farm commonly referred to as Palo Duro to be located at Palo Duro, Randall County, Texas, Latitude:  N34.5320 and Longitude: W101.5031 (“ Palo Duro ”, and collectively with Little Pringle One, Little Pringle Two, and Big Pringle, and to the extent other assets are substituted for such assets in accordance with this Agreement, such substituted assets, the “ Wind Farms ”);

WHEREAS, Higher Power has, along with its affiliates, agents, and other representatives (collectively, the “ Higher Power Parties ” ) entered into various agreements and other undertakings with Perpetual and with its affiliates, agents and other representatives (collectively, the “ Perpetual Parties ” ), including the agreements and other undertakings described on Exhibit E attached hereto relating to the Wind Farms and the Assets (collectively the “ Existing Transaction Agreements ” );

WHEREAS, Higher Perpetual and DeWind are forming Holdco and four subsidiaries thereof, 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 (“ BP Sub ”), and PD1, LLC, a Delaware limited liability company (“ PD Sub ”) (collectively with any entities holding Baker Assets or Haynes Assets transferred in accordance with Paragraph 4(c) , the “ Subs ”), to develop, construct, own, finance, refinance and operate, or cause to be operated Little Pringle One, Little Pringle Two, Big Pringle, and Palo Duro, respectively, in accordance with the Limited Liability Company Agreement of Holdco, executed as of the Effective Date (the “ LLC Agreement ”);

WHEREAS, Higher Power has agreed to convey the Assets and render the services for which the Development Fee is being paid hereunder to Holdco to the Subs on Higher Perpetual’s behalf, as Higher Perpetual’s initial capital contribution to Holdco, in exchange for Holdco issuing Holdco membership interests to Higher Perpetual, and Higher Power desires to convey the Assets to the Subs on Higher Perpetual’s behalf, in exchange for consideration to be paid by Perpetual, Higher Perpetual and Holdco in accordance with this Agreement (the “ Transactions ”); and

WHEREAS, Higher Power, Perpetual, DeWind, Higher Perpetual and Holdco wish to effectuate the Transactions and settle all claims related thereto in accordance with this Agreement.

NOW THEREFORE, intending to be bound hereby, and relying on the undertaking of the other Parties, the Parties agree as follows:

1.            Perpetual Release .  To induce Higher Perpetual, Higher Power, Holdco and DeWind to enter into the Transactions, Perpetual on behalf of itself and the Perpetual Parties and their respective employees, officers, directors, agents, representatives, members, owners, subsidiaries and each of their respective affiliates, and their respective successors and assigns, hereby RELEASES, ACQUITS, AND FOREVER DISCHARGES THE HIGHER POWER PARTIES, HOLDCO AND DEWIND AND ALL OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES, MEMBERS, OWNERS, SUBSIDIARIES AND AFFILIATES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OF AND FROM ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, OR DEMANDS, BOTH COMPENSATORY AND PUNITIVE, IN WHATEVER NAME OR NATURE, IN CONTRACT, IN TORT, INCLUDING IN NEGLIGENCE, GROSS NEGLIGENCE, AND/OR STRICT LIABILITY, AND/OR BY STATUTE, INCLUDING ANY AND ALL KNOWN AND UNKNOWN DEBTS, INJURIES, LOSSES, AND/OR DAMAGES TO IT OR ITS PROPERTY ARISING OUT OF OR RELATING TO THE ASSETS, WHETHER NOW EXISTING OR HEREAFTER ACQUIRED OR ARISING (“ CLAIMS ”), OTHER THAN UNDER THIS AGREEMENT OR THE RESERVED CLAIMS (“ PERPETUAL RELEASED OBLIGATIONS ”) .

2.             Higher Power Release .  To induce Higher Perpetual, Perpetual, Holdco and DeWind to enter into the Transactions, Higher Power on behalf of itself and the Higher Power Parties and their respective employees, officers, directors, agents, representatives, members, owners, subsidiaries and each of their respective affiliates, and their respective successors and assigns, hereby RELEASES, ACQUITS, AND FOREVER DISCHARGES THE PERPETUAL PARTIES, HOLDCO AND DEWIND, AND ALL OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES MEMBERS, OWNERS, SUBSIDIARIES AND EACH OF THEIR RESPECTIVE AFFILIATES, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, OF AND FROM ANY AND ALL CLAIMS, ACTIONS, CAUSES OF ACTION, LIABILITIES, DAMAGES, OR DEMANDS, BOTH COMPENSATORY AND PUNITIVE, IN WHATEVER NAME OR NATURE, IN CONTRACT, IN TORT, INCLUDING IN NEGLIGENCE, GROSS NEGLIGENCE, AND/OR STRICT LIABILITY, AND/OR BY STATUTE, INCLUDING ANY AND ALL KNOWN AND UNKNOWN DEBTS, INJURIES, LOSSES, AND/OR DAMAGES TO ANY OF THEM OR THEIR PROPERTY ARISING OUT OF OR RELATING TO THE ASSETS, WHETHER NOW EXISTING OR HEREAFTER ACQUIRED OR ARISING, OTHER THAN UNDER THIS AGREEMENT OR THE RESERVED CLAIMS (“ HIGHER POWER RELEASED OBLIGATIONS ”).

3.             Perpetual Obligations .  (a)  Perpetual shall pay Higher Power the following fees upon the occurrence of the applicable event specified as follows, but only to the extent such event occurs (each, a “ Developer Fee ”, and collectively, the “ Developer Fees ”):

(i)            on the date that Holdco or LP1 Sub receives the net proceeds of the Permanent Financing of LP1 from a Third Party, $450,000, but not later than the date any Sale Fee is payable for any other Wind Farm;

(ii)           on the date that Holdco or LP2 Sub receives the net proceeds of the Permanent Financing of LP2 from a Third Party, $450,000, but not later than the date any Sale Fee is payable for any other Wind Farm;

(iii)          if the BP Assets have not been transferred to Higher Power pursuant to Paragraph 4(c) , on the date that BP Sub delivers the notice to proceed (or equivalent) for all or any material portion of the project under a construction agreement for Big Pringle (“ BP ”), $20,000 per megawatt electrical generating capacity of the wind turbines to be installed (“ Installed Capacity ”) at BP (the “ Notice to Proceed Fee ”);

(iv)         if the BP Assets have not been transferred to Higher Power pursuant to Paragraph 4(c) , on the date that Holdco or BP Sub receives the net proceeds of the Permanent Financing of BP from a Third Party, $76,250, per megawatt of actually Installed Capacity (the “ Sale Fee ”) for BP;

(v)           if the PD Assets have not been transferred to Higher Power pursuant to Paragraph 4(c) , on the date that PD Sub delivers the notice to proceed (or equivalent) for all or any material portion of the project under a construction agreement for Palo Duro (“ PD ”), the Notice to Proceed Fee;

(vi)         if the PD Assets have not been transferred to Higher Power pursuant to Paragraph 4(c) , on the date that Holdco or PD Sub receives the net proceeds of the Permanent Financing of PD from a Third Party, the Sale Fee for PD;

(vii)        if the Baker Assets have been transferred to Baker Sub pursuant to Paragraph 4(c) , on the date that Baker Sub delivers the notice to proceed (or equivalent) for all or any portion of the project under a construction agreement for Baker, the Notice to Proceed Fee;

(viii)       if the Baker Assets have been transferred to Baker Sub pursuant to Paragraph 4(c) , on the date that Holdco or Baker Sub receives the net proceeds of the Permanent Financing of Baker from a Third Party, the Sale Fee for Baker;

(ix)          if the Haynes Assets have been transferred to Haynes Sub pursuant to Paragraph 4(c) , on the date that Haynes Sub delivers the notice to proceed (or equivalent) for all or any portion of the project under a construction agreement for Haynes, the Notice to Proceed Fee;

(x)           if the Haynes Assets have been transferred to Haynes Sub pursuant to Paragraph 4(c) , on the date that Holdco or Baker Sub receives the net proceeds of the Permanent Financing of Baker from a Third Party, the Sale Fee for Haynes;

provided , however , that in the event any Wind Farm is constructed in phases, the Developer Fees shall be payable as provided above with respect to each phase on a pro rata basis, based on the total Expected MWs for such Wind Farm.

(b)           Perpetual agrees to perform its obligations under Section 4.01(c) of the LLC Agreement.

4.            Mandatory Replacement of Higher Perpetual Contributed Assets .

(a)           On the date hereof, Higher Power on behalf of Higher Perpetual shall transfer and assign to LP1 Sub, LP2 Sub, BP Sub and PD Sub, the assets more particularly described in the Contribution Agreement, free and clear of all Encumbrances except for Permitted Encumbrances.  From time to time after the date hereof, and without any further consideration, Higher Power, Higher Perpetual and Perpetual shall execute, acknowledge and deliver all such additional deeds, assignments, conveyances, instruments, notices, releases, acquittances and other documents, and will do all such other acts and things, all in accordance with applicable law, as may be necessary or appropriate (i) more fully to assure Holdco, the Subs and their successors and assigns all of the properties, rights, titles, interests, estates, remedies, powers and privileges required by this Agreement to be granted to Holdco and the Subs or intended so to be, and (ii) more fully and effectively to carry out the purposes and intent of this Agreement.

(b)           Commencing on the date hereof and for a period of one hundred twenty (120) days thereafter and so long thereafter as may be extended upon the mutual agreement of the Parties, which agreement shall not be unreasonably withheld (the “ Screening Period ”), Holdco shall screen the BP Assets, the PD Assets, the Baker Assets and the Haynes Assets to determine by unanimous consent of the Management Committee (as defined in the LLC Agreement) the number of megawatts of wind powered generation facilities reasonably expected to be developed with the applicable power purchase agreements or other offtake arrangements (the “ Expected MWs ”) by shall be the date 36 months after the Effective Date (the “ Expected Start of Construction Date ”).  Higher Perpetual shall cause Perpetual and Higher Power promptly following any reasonable request therefor, to provide to Holdco, the Subs and DeWind such financial information with respect to such Assets, their plans, business, affairs and condition as of any of them may reasonably request.  During the Screening Period and thereafter if such assets are required to be transferred to Holdco or any Sub in accordance with this Paragraph 4 , Higher Perpetual, Higher Power and Perpetual shall not solicit any offers, market or enter into (or permit to exist) any agreement or Encumbrance affecting the Baker Assets and the Haynes Assets that might prohibit any portion of the Baker Assets and the Haynes Assets from being transferred to Holdco or any Sub if and as required under this Paragraph 4 .  In furtherance of the foregoing, during such period, none of Higher Perpetual, Higher Power or Perpetual, nor any of their Affiliates, shall solicit any offers, market or enter into any agreement respecting the Baker Assets or the Haynes Assets (except as expressly provided for in this Agreement), written or oral, with any other Person relating to the development, construction or operation of Baker or Haynes that conflicts with the terms hereof or the transactions contemplated by the Transactions Documents.

(c)           If at the end of the Screening Period, the aggregate Expected MWs of the BP Assets and the PD Assets are less than 600 MW of installed capacity (the “ Target MWs ”), with the approval of the Members, which shall not be unreasonably delayed or denied, Holdco may elect by written notice delivered no later than the first business day after the end of the Screening Period, to substitute the Baker Assets and/or the Haynes Assets for either or both of the BP Assets and the PD Assets, such that the Expected MWs of the assets owned and developed by Holdco and the Subs equals or exceeds the Target MWs.  Upon such election by Holdco, Higher Power on behalf of Higher Perpetual shall transfer and assign the Baker Assets to the Baker Sub and/or the Haynes Assets to the Haynes Sub, as applicable, free and clear of all Encumbrances other than Permitted Encumbrances pursuant to an agreement substantially in the form of the Contribution Agreement and related documents, including a release in the form of Paragraphs 1 and 2 of this Agreement, with such changes as Holdco, Higher Perpetual and Higher Power may reasonably request.  Concurrently, the BP Sub shall transfer and assign the BP Assets, and the PD Sub shall transfer and assign the PD Assets, as applicable, to Higher Power on behalf of Higher Perpetual free and clear of all Encumbrances created by, through or under Holdco or the Subs other than Permitted Encumbrances, pursuant to an agreement in form and substance reasonably acceptable to Holdco and Higher Power The assumed Installed Capacity of the Wind Farms is set forth on Exhibit F attached hereto.

5.            Higher Perpetual and Holdco Payment Obligations .

(a)           Higher Perpetual shall pay to Higher Power each Developer Fee on the date of the applicable event specified in Paragraph 3 , but only to the extent such event occurs and such Developer Fee has not already been paid by Perpetual pursuant to Paragraph 3 or by any other Person and if Higher Perpetual and Perpetual (and all other Persons) fail to make such payment within thirty (30) days of the applicable event specified in Paragraph 3 (or if such payment is avoided, rescinded or must otherwise be returned by Higher Power for any reason including as a result of any insolvency, bankruptcy or reorganization proceeding) Holdco shall pay to Higher Power such Developer Fee; provided however that, Holdco’s liability for any Notice to Proceed Fee shall be limited to $10,000 per megawatt of Installed Capacity and if Holdco shall pay such amount, Higher Power shall have been paid in full for such Notice to Proceed Fee and shall have no claim to Perpetual, Higher Perpetual, Holdco or their Affiliates for any additional amount pursuant to this Agreement; provided further however, that if Holdco pays such Notice to Proceed Fee for any Wind Farm and is required to pay the Sale Fee for such Wind Farm, such Sale Fee to be paid by Higher Perpetual and/or Holdco shall be $86,250 per megawatt of Installed Capacity.  Perpetual and Higher Perpetual acknowledge and agree that Holdco shall have the ability to collect from Higher Perpetual and Perpetual the amount of such Developer Fees with interest accrued thereon at the rate of 15% per annum from the date of such payment to but excluding the date of such payment, and that any failure by Perpetual and Higher Perpetual to make such payment shall entitle Holdco and DeWind to exercise their rights and remedies under Section 4.08 of the LLC Agreement and other applicable law, which may, among other things, result in a dilution of Higher Perpetual’s Membership Interest under the LLC Agreement.  Holdco’s obligation to pay the Developer Fees to Higher Power when due is not subject to the making and funding of Capital Calls under the LLC Agreement. Each of Higher Perpetual, Perpetual and Holdco waives, to the extent permitted by law, any applicable surety defenses; provided that Holdco's waiver shall not impair its ability to recover any payment of the Sale Fee with interest as described in this Section 5(a) or the ability of Holdco and DeWind to exercise their rights described in this Section 5(a).

(b)           Holdco shall upon Higher Power’s execution and delivery of the Contribution Agreement on behalf of Higher Perpetual pay to Higher Power $607,500 in reimbursement for funds currently on deposit with a government agency or other Person and assume all rights and obligations of Higher Power with respect to all rights of Higher Power pursuant to the interconnect applications as listed on Exhibit G attached hereto.

(c)           Before Permanent Financing occurs for such Wind Farm, the BP Assets (or substituted assets pursuant to Paragraph 4(c) ) and/or the PD Assets (or assets substituted pursuant to Paragraph 4(c) ) may only be sold or otherwise disposed of to a Third Party if any unpaid Developer Fees applicable to such Assets shall have been assigned to and assumed by the acquiring Third Party pursuant to a written agreement under which Higher Power would receive the related Developer Fees payable on the related Commercial Operation Date.

6.            Performance of Development Services .  Higher Power shall at its sole cost and expense perform the development services on behalf of Higher Perpetual for each of Big Pringle, Palo Duro, Baker, Haynes, and (with respect to title work only) Little Pringle One and Little Pringle Two in accordance with Prudent Wind Industry Practices as set forth on Exhibit H attached hereto.

7.            Late Payments .  In the event any payment (including Developer Fees) due to either Party is not paid when such amount becomes due hereunder, then interest shall accrue on such outstanding amount and shall be payable to such Party at a rate of the Prime Rate as published in the Wall Street Journal plus two percent per annum, or the maximum rate permitted by applicable law, whichever is less.  Interest shall begin to accrue on the date payment was due.

8.            Entire Agreement .  This Agreement constitutes the entire agreement among the Parties regarding the Assets, Perpetual Released Obligations, Higher Power Released Obligations, Developer Fees and the other matters described in this Agreement.  There are no other written or oral understandings or agreements, directly or indirectly connected therewith.

9.            Higher Power Representations and Warranties .  Higher Power hereby represents and warrants to the other Parties that:

(a)           there are no other costs, expenses, or liabilities owed by Higher Power, the Higher Power Parties or any of their respective affiliates, directors, officers, employees or agents in connection with the business or operation of the Assets, other than the Developer Fees, for which Higher Power could or will claim reimbursement from Higher Perpetual, Perpetual, DeWind, Holdco or any Sub pursuant to the terms of this Agreement or otherwise;

(b)           the Assets are not subject to any lien (statutory or otherwise), mortgage, deed of trust, claim, option, right to purchase, right to obtain, lease, easement, charge, pledge, security interest, hypothecation, assignment, use restriction or other encumbrance of any kind or nature whatsoever, whether voluntary or involuntary, choate or inchoate (including any agreement to give any of the foregoing, any conditional sale or other title retention agreement) (“ Encumbrance ”) other than Permitted Encumbrances; and

(c)           it has, as of the date hereof (or will have, within the period determined by the Management Committee to meet the Expected Start