AMENDED AND RESTATED UTAH STATE MINERAL LEASE FORM GEOTHERMAL ENERGY LEASE

1.

LEASED SUBSTANCES .

1.1

Geothermal Energy Resources. Geothermal energy resources leased under this Mining Lease and Agreement (collectively “leased substances”) are : (a) thermal energy in the form of hot water, brine, steam, steam condensates, or by-products thereof, including minerals in the hot water; (b) electrical and other energy derived, generated or manufactured from water, brine, steam, or steam condensates derived or obtained from geothermal energy resources; and (c) byproducts obtained in the course of producing geothermal energy resources

1.2

Discovery of Other Minerals. This mineral lease grants Lessee the right, subject to the terms and conditions set forth herein, to extract the leased substances. In the event that minerals or materials other than the leased substances are discovered during lease operations, Lessee shall promptly notify the Lessor and shall not further disturb or remove the other minerals or materials without Lessor’s written permission. Upon notifying Lessor of such discovery the Lessee shall have preference in making application to the Lessor for a lease or permit covering the unleased minerals or materials that are discovered.

1.3

No Warranty of Title; Mineral Ownership under Severed Surface . Lessor claims title to the mineral estate covered by this Lease. Lessor does not warrant title nor represent that no one will dispute the title asserted by Lessor. It is expressly agreed that Lessor shall not be liable to Lessee or any third party for any alleged deficiency in title to the mineral estate, nor shall Lessee become entitled to any refund for any rentals, bonuses, or royalties paid under this Lease in the event of title failure except as provided in this paragraph 1.3. Lessor claims that geothermal energy resources are within the scope of the reservation of minerals to the State of Utah made when the State conveys or otherwise disposes of the surface estate of state trust lands. In the event that Lessor has sold or otherwise disposed of the surface estate of all or a portion of the Leased Premises, and a surface owner obtains a final judgment establishing its ownership of geothermal energy resources within or under such split estate lands, Lessor shall refund or interplead that portion of any royalties paid by Lessee for substances determined not to be part of the mineral estate, and this Lease will automatically terminate as to lands in which Lessor has been adjudicated to have no interest in geothermal energy resources. Under no conditions will any rental or bonus paid by the Lessee to the Lessor be refunded.

2.

RESERVATIONS TO LESSOR . Subject to the exclusive rights and privileges granted to Lessee under this Lease, and further provided that Lessor shall refrain from taking actions with respect to the Leased Premises that may unreasonably interfere with Lessee’s operations, Lessor hereby excepts and reserves from the operation of this Lease the following rights and privileges (to the extent that Lessor has the right to grant such rights and privileges):

2.1

Rights-of-Way and Easements . Lessor reserves the right, following consultation with the Lessee, to establish rights-of-way and easements upon, through or over the Leased Premises, under terms and conditions that will not unreasonably interfere with operations under this Lease, for roads, pipelines, electric transmission lines, transportation and utility corridors, mineral access, and any other purpose deemed reasonably necessary by Lessor.

2.2

Other Mineral Leases . Lessor reserves the right to enter into mineral leases and agreements with third parties covering minerals other than the leased substances, under terms and conditions that will not unreasonably interfere with operations under this Lease in accordance with Lessor’s regulations, if any, governing multiple mineral development.

2.3

Use and Disposal of Surface . To the extent that Lessor owns the surface estate of the Leased Premises and subject to the rights granted to the Lessee pursuant to this Lease, Lessor reserves the right to use, lease, sell, or otherwise dispose of the surface estate or any part thereof , provided that any such actions will not unreasonably interfere with operations under this Lease. Lessor shall notify Lessee of any such sale, lease, or other disposition of the surface estate.

2.4

Rights Not Expressly Granted . Lessor further reserves all rights and privileges of every kind and nature, except as specifically granted in this Lease, provided that any actions under such reservations will not unreasonably interfere with operations under this Lease.

3.

TERM OF LEASE; MINIMUM ROYALTIES; READJUSTMENT .

3.1

Primary Term . This Lease is granted for a “primary term” of 10 years from the Effective Date.

3.2

Extension Beyond Primary Term By Production . Subject to Lessee’s compliance with the other provisions of this Lease, this Lease shall remain in effect beyond the primary term so long as leased substances are being produced in sufficient commercial quantities as defined herein, from the Leased Premises, or from lands constituting a geothermal unit as approved by Lessor in its reasonable discretion. The phrase “sufficient commercial quantities” as used herein, means that the production of leased substances from the subsurface geothermal estate of the leasehold is sufficient in quantity and value to permit commercial sale for amounts sufficient to cover all operating expenses accruing to the lessee for leasehold operations for that lease year, including the payment of all taxes and the payment of rentals and royalties accruing to the Lessor.

3.3

Extension Beyond Primary Term By Diligent Development, Financial Investment and Minimum Royalty . In the absence of actual production in sufficient commercial quantities as set forth in paragraph 3.2, Extension Beyond Primary Term, this Lease shall remain in effect beyond the primary term only if the Lessor finds in its reasonable discretion, taking into account the interests of the trust beneficiaries, that Lessee is engaged in diligent operations, exploration or development activity, as well as making a substantial financial investment, which activities and investments will advance development or production of leased substances from the Leased Premises or lands constituting a logical geothermal unit as approved by the Director which includes the Leased Premises, and Lessee pays the annual minimum royalty set forth in Paragraph 3.4, Minimum Royalty, in advance, on or before the anniversary date of the date first written hereinabove.

3.4

Minimum Royalty . Commencing with the eleventh lease year of this lease Lessee shall pay Lessor an annual minimum royalty, in advance, on or before the Effective Date and each anniversary thereof. The advance annual minimum royalty shall be in the amount of $5.00 per acre. Lessee may credit each lease-year’s minimum royalty payment against actual production royalties accruing during that lease year, but such credit shall not carry over beyond the lease year in which the advance royalty was paid. Minimum royalties may not be credited against the annual rentals or bonus bids.

3.5

Expiration; Cessation of Production . This Lease may not be extended pursuant to paragraph 3.3, Diligent Operations,

beyond the end of the twentieth year after the Effective Date except by the actual production of leased substances in sufficient commercial quantities from the Leased Premises or from lands constituting an approved unit or other cooperative development arrangement which includes the Leased Premises, or except by suspension of the Lease pursuant to Article 17.3, unless otherwise specifically approved in writing by the Director of the Trust Lands Administration taking into account the interest of the trust beneficiaries. After expiration of the primary term, this Lease will expire of its own terms, without the necessity of any notice or action by Lessor, if: (a) Lessee fails to produce leased substances in sufficient commercial quantities in accordance with Article 3.2; (b) Lessee ceases to engage in diligent exploration, development, or operations or fails to pay annual advance minimum royalties in accordance with Paragraph 3.4; or, (c) Lessor fails to make a written determination that it is in the interest of the trust beneficiaries to extend this lease.

3.6

Readjustment Option . At the end of twenty (20) years, if this Lease is still in effect, and at the end of each ten (10) year period thereafter (the “Readjustment Period”), Lessor may exercise its option to readjust the terms and conditions of this Lease, to obtain market value return to the Lessor, (including, without limitation: rental rates, minimum royalties, royalty rates, valuation methods, and provisions concerning reclamation). Notice of intent to exercise the right to readjust is timely given by Lessor if mailed prior to the end of the Readjustment Period to the last address set forth for Lessee in Lessor’s files. Lessor shall have up to one year after exercising its option to readjust to review and communicate in writing the final readjusted terms of the lease. If within thirty (30) days after submission of the readjusted lease terms to the Lessee, the Lessee determines that any or all of the proposed readjusted terms and conditions are unreasonable, then Lessee shall so notify Lessor in writing and the parties , acting reasonably, shall attempt to resolve the objectionable term or condition. If the parties are unable , acting reasonably, to resolve the matter and agree upon the readjusted terms and conditions as submitted by Lessor at the end of the Readjustment Period, Lessee shall forfeit any right to the continued extension of this lease, and the lease shall automatically terminate, provided that nothing herein shall be deemed to preclude Lessee from appealing any readjustment by Lessor pursuant to applicable law.

4.

BONUS BID . Lessee agrees to pay Lessor an initial bonus bid in the sum of $    n/a     dollars as partial consideration for Lessor’s issuance of this Lease, payable in cash prior to execution of this lease. The initial bonus bid may not be credited against annual rentals, annual minimum royalties or production royalties accruing pursuant to this lease.

5.

RENTALS/MINIMUM RENTALS . Lessee agrees to pay Lessor an annual rental of $1.00 for each acre and fractional part thereof within the Leased Premises; provided however, the minimum annual rental required by this lease shall be $500.00 irrespective of acreage. Lessee shall promptly pay annual rentals each year in advance on or before the anniversary date of the Effective Date. The rental payment for a mineral lease year may be credited against production royalties only as they accrue for that lease year. The Lessee may not credit rentals paid for one lease year against production royalties accruing to another lease year. Rental payments may not be credited against minimum royalties or bonus bids accruing to any lease year.

6.

ROYALTIES .

6.1

Production Royalties . Lessee shall pay Lessor a production royalty out of gross proceeds, as defined in 30 C.F.R. § 206.351 (2007), received by Lessee from the sale of Leased Substances produced from the Leased Premises, or allocated to the Leased Premises if all or a portion are unitized pursuant to Paragraph 13.6, as follows:

6.2

Non-Arms Length Transactions . Upon any transfer, sale, or other conveyance of leased substances by other than an arms-length contract, as defined in 30 C.F.R. § 206.351 (2007), Lessee shall promptly notify Lessor of such non-arms-length transfer, sale or other conveyance. Lessor may then determine the value of the leased substances for royalty purposes, taking into account market prices for electricity generated from similar projects, the value of production reported from other geothermal leases, and other economic data deemed pertinent by Lessor.

6.3

No Deductions . It is expressly understood and agreed that none of Lessee’s production or processing costs including, but not limited to, costs for materials, labor, overhead, distribution, processing, or general and administrative activities, may be deducted in computing Lessor’s royalty. All such costs shall be entirely borne by Lessee and are anticipated by the rate of royalty set forth in this Lease.

6.4

Royalty Payment . For all leased substances that are sold during a particular month, Lessee shall pay royalties to Lessor on or before the end of the next succeeding month. Royalty payments shall be accompanied by a verified statement, in a form approved by Lessor, stating the amount of leased substances sold, the gross proceeds accruing to Lessee, and any other information reasonably required by Lessor to verify production and disposition of the leased substances or leased substances products. Delinquent royalties may be subject to late fees and penalties in accordance with Lessor’s Rules.

6.5

Suspension, Waiver or Reduction of Rents or Royalties . Lessor, to the extent not prohibited by applicable law, is authorized to waive, suspend, or reduce the rental or minimum royalty, or reduce the royalty applicable with respect to the entire Lease, whenever in Lessor’s sole judgment it is necessary to do so in order to promote development, or whenever in the Lessor’s sole judgment the Lease cannot be successfully operated under the terms provided herein and continued operations are in the trust land beneficiaries best interest.

6.6.

Internal Use . Lessee may use, free of royalty, any leased substances, including without limitation geothermal resources and electric power, reasonably necessary for operations on the Leased Premises or lands within a unit approved pursuant to Paragraph 13.6, or unavoidably lost during operations.

7.

RECORDKEEPING; INSPECTION; AUDITS .

7.1

Registered Agent; Records . Lessee shall maintain a registered agent within the State of Utah to whom any and all notices may be sent by Lessor and upon whom process may be served. Lessee shall also maintain an office within the State of Utah containing originals or copies of all maps, engineering data, permitting materials, books, records or contracts (whether such documents are in paper or electronic form) generated by Lessee that pertain in any way to leased substances production, output and valuation; mine operations; assays; processing returns; leased substances sales and dispositions; and calculation of royalties. Lessee shall maintain such documents for at least seven years after the date of the leased substances production to which the documents pertain.

7.2

Inspection . Lessor’s employees and authorized agents at Lessor’s sole risk and expense shall have the right to enter the Leased Premises, to go on any part of the Leased Premises to examine, inspect, survey and take measurements for the purposes of verifying production amounts and proper lease operations. Upon reasonable notice to Lessee, Lessor’s employees and authorized agents shall further have the right to audit, examine and copy (at Lessor’s expense) all documents described in paragraph 7.1, Registered Agent; Records, whether such documents are located on the leased premises or elsewhere. Lessee shall furnish all conveniences necessary for said inspection, survey, or examination; provided, however, that such inspections shall be conducted in a manner that is in conformance with all applicable safety regulations and does not unreasonably interfere with Lessee’s operations.

7.3

Geologic Information . In the event Lessee conducts core-drilling operations or other geologic evaluation of the Leased Premises, Lessor may inspect core samples, evaluations thereof, and proprietary geologic info