STRATEGIC ALLIANCE AGREEMENT

Exhibit 10.5

STRATEGIC ALLIANCE AGREEMENT

THIS STRATEGIC ALLIANCE AGREEMENT is entered into and effective as of December 29, 2006 by and between Cummins Power Generation Inc., a Delaware corporation (“Cummins”) and Chapeau, Inc. d/b/a BluePoint Energy, Inc., a Utah corporation (“BluePoint”). Cummins and BluePoint are sometimes referred to herein, individually, as a “Party” and, together, as the “Parties.”

RECITALS

WHEREAS, Cummins has superior expertise in developing, marketing, selling, distributing, servicing and maintaining Cummins power generation and related products (“Cummins Products”); and

WHEREAS, BluePoint has superior expertise in developing, financing, packaging, and engineering combined heat and power ( “CHP”) products 1 megawatt and below; and

WHEREAS, BluePoint has developed expertise in marketing and funding its proprietary discount energy purchase (“DEP”) agreements which dramatically enhance market penetration of CHP products and projects; and

WHEREAS, BluePoint has developed the EnviroGen™ Energy Module line of products (the “System”) and has expertise in integrating and packaging the System; and

WHEREAS, Cummins desires for BluePoint to integrate, manufacture and supply Systems integrating Cummins Products exclusively, both diesel and natural gas prime mover-based, and to be commercially co-branded as or similar to EnviroGen™ Energy Module - Powered by Cummins Inside ; and

WHEREAS, Cummins and BluePoint desire to develop state-of-the-art “packaged” CHP co-branded EnviroGen™ Energy Modules - Powered by Cummins Inside through prime mover technology collaboration; and

WHEREAS, Cummins and BluePoint desire to make available for sale on an exclusive basis, except as otherwise precluded by any previous commitments, alliances or agreements entered into by Cummins, EnviroGen™ Energy Modules - Powered by Cummins Inside up to 1 megawatt in packaged size through Cummins’s worldwide distribution network; and

WHEREAS, the Parties will mutually benefit from this Agreement due to the additional credibility, product availability and revenues achieved; and

WHEREAS, Cummins and BluePoint desire to enter into this Agreement to formalize a joint strategic relationship;

NOW, THEREFORE, in consideration of the obligations herein made and undertaken, the Parties, intending to be legally bound, covenant and agree as follows:

1.     Cummins Obligations . Cummins shall have the following obligations under this Agreement:

(a)     Integration Assistance . Cummins, either directly or through a Cummins authorized designee, will provide [*] assistance related to integration of Cummins Products into the System.

(b)     Technical Training . Cummins , either directly or through a Cummins authorized designee, will provide technical training to BluePoint personnel with respect to Cummins Products. [*]

(c)     Marketing Activities . Cummins will assist in activities to jointly co-brand and market the Systems through targeted members of distribution and support network of Cummins. Marketing assistance will be provided through Cummins for applications suitable for the BluePoint System. [*]

(d)     Service and Maintenance Activities . Cummins will assist, either directly or through a Cummins authorized designee, in activities to service, maintain and support the [*] Systems, under a separately negotiated maintenance agreement, throughout the distribution and support network of Cummins. During the [*] first 12 months of this Agreement, Cummins Service and Maintenance obligations will be limited to the [*] unless authorized earlier by Cummins. Furthermore, [*]BluePoint will use its best commercially reasonable effort to identify geographies in which the System will be deployed. [*]

(e)     Supply Cummins Products to BluePoint [*] . Cummins will use its best commercially reasonable efforts to provide to BluePoint certain Cummins Products [*]

(f)       Key Cummins Personnel . Key Cummins personnel will initially include [*] and [*]; or their designees and other senior management personnel as required.

2.     BluePoint Obligations . BluePoint shall have the following obligations under this Agreement:

(a)   Financing Activities . BluePoint will use its best commercially reasonable efforts to promote and enable the BluePoint DEP model for those customers referred to BluePoint by Cummins or members of the distribution and support network of Cummins that prefer not to undertake the capital investment to build, own, operate and maintain the System.

(c)     Manufacturing . BluePoint will assemble, manufacture and package Systems incorporating Cummins Products exclusively. [*]BluePoint will deliver Systems incorporating exclusively Cummins Products to Cummins distributors and dealers [*]

(d)     Technical Training . BluePoint will provide technical training and marketing materials with respect to the Systems to Cummins personnel.

(e)     Marketing Activities . In addition to BluePoint’s own internal sales efforts, BluePoint will also assist in activities to jointly market the System and related cogeneration products, services and support as requested by Cummins and/or Cummins distributors .

(f)       Evaluate Cummins Products . BluePoint will assess Cummins Products [*]

(g       Purchase Estimates . BluePoint will provide for the 24-month period subsequent to the effective date of this Agreement purchase estimates of all prime movers as set forth in Exhibit A attached hereto and a part hereof. [*]

(h)     Key BluePoint Personnel . Key BluePoint personnel will initially include Guy A. Archbold, Chief Executive Officer of BluePoint and Steven P. Brandon, Executive Vice President or their designees and other senior management personnel as required.

3.     Contact Persons . Each of Cummins and BluePoint shall designate a contact person for purposes of monitoring performance of each Party under this Agreement. Initially, the contact person for Cummins will be [*]and the contact person for BluePoint will be Guy A. Archbold.

4.     [*] Installation . [*] The Parties agree that no integrated CHP System, as contemplated by this Agreement, will be commissioned for commercial sale and installation unless both Parties approve the readiness of the product for the proposed application and installation.

5.     Exclusive Alliance . During the term of this Agreement, neither Cummins, nor BluePoint, nor their respective affiliates or subsidiaries will enter into a similar joint strategic agreement with any competitor of the other Party for the sole purpose of developing packaged CHP products up to 1 megawatt in packaged size without prior written consent of the other Party. [*]

6.     Relationship of the Parties . The relationship of Cummins and BluePoint is solely that of independent contractors, and nothing in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other or (ii) constitute the parties as joint venturers, co-owners or otherwise as participants in a joint or common undertaking or (iii) make either party an agent of the other for any purpose whatsoever.

7.     Protection of Confidential Information . The Parties acknowledge and agree that they are bound and shall continue to be bound by the terms of that certain Mutual Nondisclosure Agreement dated October 27, 2006 by and between Cummins and BluePoint and that such Nondisclosure Agreement shall continue in full force and effect for so long as this Agreement has not been terminated.

A.     “Intellectual Property” means any inventions, ideas, discoveries, developments, improvements, innovations, and know-how, whether or not patentable; copyrightable works, such as reports, databases, and documentation; trade secrets; such as software; including source code and object code; compositions of matter; procedures; and experimental results.

B.     “Background Intellectual Property” means all Intellectual Property developed, conceived, or controlled by a Party or their respective employees, agents, or contractors that was developed prior to the effective date of this Agreement, prior to or separate from the Program, and is necessary to utilize or otherwise practice the BLUEPOINT Technology or CUMMINS Technology, as applicable. All Background Intellectual Property is and shall remain the separate intellectual property of the Party who developed, conceived, or controlled it.

C.     “BLUEPOINT Reserved Intellectual Property” means all Intellectual Property developed, conceived, or made by the Parties or their employees, agents, or contractors, whether alone or in concert, whether or not conceived, made, or developed during working hours, solely in connection with and under the Program, but which expressly excludes any Intellectual Property pertaining to:

i.      packaging combined heat and power systems; and

ii.      non-generator interfaces from combined heat and power systems;

D.     “CUMMINS Reserved Intellectual Property” means all Intellectual Property developed, conceived, or made by the Parties or their employees, agents, or contractors, whether alone or in concert, whether or not conceived, made, or developed during working hours, solely in connection with and under the Program limited to that Intellectual Property pertaining to:

i.         generators;

ii.      interfaces to generators;

iii.     engines and technologies associated with G-Drive engines;

iv.     generator technology necessary for all applications not part of the Program; and

v.      Any other information or technology not otherwise set forth hereinunder in Program Intellectual Property or Jointly Developed Intellectual Property.

E.     “CUMMINS Technology” means all Intellectual Property disclosed by CUMMINS under this Agreement, including but not limited to materials, compositions, or products developed therefrom, whether in existence prior to the effective date of this Agreement or subsequently developed by Cummins independent of BLUEPOINT, including all Background Intellectual Property of the CUMMINS and CUMMINS Reserved Intellectual Property, or cooperatively with BLUEPOINT under this Program excluding any BLUEPOINT Intellectual Property or BLUEPOINT Technology

F.     “BLUEPOINT Technology” means all Intellectual Property disclosed by BLUEPOINT under this Agreement, including but not limited to materials, compositions, or products developed therefrom, whethe