Assumption agreement.

1. The undersigned is a Limited Partner in _________ Company of _________, an _________ limited partnership (the "Partnership"), pursuant to the Partnership's Amended and Restated Limited Partnership Agreement and its Certificate of Limited Partnership, as amended (collectively, the "Partnership Agreement").

2. The Partnership will construct a _________ production facility in _________, _________(the "Plant"). Construction of the plant will be funded in part from the proceeds of a construction loan and term loan (the "Loan") to be made to the Partnership by a group of banks (the "Lenders"), for which The _________ National Bank of _________ is acting as agent (the "Agent Lender"), in the amount of _________ based upon a guarantee to be awarded by the [United States Department of Energy] (the "DOE") pursuant to which repayment of 90% of the principal and interest due on the Loan will be guaranteed by the [United States Government] (the "Guarantee").

The Loan will be divided into a 100% guaranteed portion in the amount of $_____(the "Guaranteed Loan") and a nonguaranteed portion in the amount of $_____(the "Nonguaranteed Loan"). The loan agreements pursuant to which the Loan is being made (collectively the "Loan Agreements") will provide for a revolving credit loan until the earlier of _________, 19__ or one year after the Plant commences operation, during which period interest only will be payable. Upon the final maturity of the revolving credit Loan, the Partnership will have the option of converting it into a term loan requiring regular quarterly payments of principal until final maturity on December 31, 19__. Interest will be payable on 99% of the Loan at an annual rate ranging from _____% to _____% over the Agent Lender's prime lending rate. The remainder of the Loan will bear interest at an annual rate ranging from _____% to _____% over the Agent Lender's prime lending rate. The Partnership will have the option of choosing alternative floating interest rates based on the _________.

This Agreement and the corresponding Agreements (the "Other Agreements"), of the other limited partners of the Partnership (the "Limited Partners") are being executed and delivered to the Agent Lender and the DOE as security for the repayment of the Loan. The undersigned acknowledges that the Lenders and the DOE are relying on this Agreement and the Other Agreements to provide security for the repayment of the Loan and that the Lenders would not be willing to make the Loan, and the DOE would not be willing to issue the Guarantee, but for the execution and delivery by the undersigned and the other Limited Partners of this Agreement and the Other Agreements. The Guaranteed Loan is being secured by a first security interest in this Agreement and the Other Agreements, and the Nonguaranteed Loan is being secured by a second security interest in this Agreement and the Other Agreements. In addition to the security interests, the Guaranteed Loan will be secured by a first mortgage on the Plant, a first lien on the other fixed assets, contracts and certain other personal property of the Partnership and a second lien in certain cash pledge accounts and a bank letter of credit being furnished by _________ Energy Corporation of _________, the general partner of the Partnership (the "General Partner"), and the Nonguaranteed Loan will be secured by a second mortgage on the Plant and other property and a first lien in the cash pledge accounts and letter of credit referred to above.

3. To induce the Lenders to make the Loan, the undersigned assumes payment of $_____ of the principal of the Loan for each $5,000 of limited partnership interests in the Partnership ("Interests") purchased by the undersigned. The undersigned agrees and promises to pay that amount to the Agent Lender, acting on behalf of the Lenders and the DOE, within ten days of receipt from the Agent Lender of a written demand for payment, which demand for payment shall be mailed by the Agent Lender to all Limited Partners immediately following any default by the Partnership in the payment when due of any outstanding installments of principal of the Loan. The undersigned further agrees and promises to pay any additional amounts, if any, as are required to reimburse the Agent Lender and the DOE for out-of-pocket expenses (including fees of counsel) reasonably incurred by them to enforce the undersigned's obligations under this Agreement.

4. The undersigned's assumption obligations pursuant to this Agreement shall extend only to $_____ of the principal due on the Loan for each $5,000 of Interests purchased by the undersigned (together with the enforcement expenses specified in paragraph 3 above) and shall not extend to any portion of the interest payable by the Partnership on the Loan. While the undersigned may be called upon from time to time to make partial payments to the Agent Lender as and to the extent that there are uncured defaults by the Partnership in the payment of installments of principal due on the Loan, once the payments have aggregated the sum of $_____ multiplied by the number of $_____ Interests purchased by the undersigned (plus any enforcement expenses required to be paid by the undersigned as specified in paragraph 3 above), the undersigned's obligations under this Agreement shall be deemed to have been fully satisfied.

5. The undersigned's obligations shall be separate from and independent of the obligation to make a capital contribution to the Partnership in respect of his [her, its] Interests, as specified in the Partnership Agreement. Any payments made by the undersigned pursuant to this Agreement shall be treated as an addition to the undersigned's capital account in the Partnership.

6. The undersigned's obligations shall not be contingent upon or affected by the similar undertakings by other Limited Partners evidenced by the Other Agreements. The undersigned agrees that the Lenders and the United States Government may proceed to enforce this Agreement without also proceeding to enforce any of the Other Agreements. The obligations of the undersigned shall not be waived or discharged by the failure of the Lenders or the United States Government to assert any claim or demand or to enforce any right or remedy under any agreement or guaranty related to the Loan Agreements.

7. The undersigned expressly waives (a) notice of acceptance of any action taken or omitted in reliance and of any defaults in the payment of the Loan, (b) any presentment for payment, demand, protest, notice of nonpayment, notice of protest and notice of any other kind, and (c) any requirement to proceed against the Partnership or any other Limited Partners or any guarantor of any portion of the Loan or exercise any other right or remedy against the Partnership or any other persons. The undersigned irrevocably submits to the jurisdiction of the Circuit Court, County of _________, State of _________, for the purposes of any suit, action or other proceeding arising out of this Agreement.

8. The undersigned agrees that the Loan, the Loan Agreements, the Guarantee and any other documents or agreements entered into in connection with the Loan may be modified, amended and supplemented in any manner including the renewal or extension of any portion of the Loan, without the consent of the undersigned, and agrees that no modification, amendment, supplement, renewal or extension shall release, affect or impair the liability of the undersigned. However, notwithstanding any modification, amendment, supplement, renewal or extension, the liability of the undersigned will in no event exceed the sum of $_____ multiplied by the number of $_____ Interests purchased by the undersigned (plus the undersigned's obligations to pay the enforcement expenses specified in paragraph 3 above). The undersigned agrees that no invalidity of the Loan, the Loan Agreement or any of the other documents or agreements entered into in connection with the Loan shall affect or impair the undersigned's liability under this Agreement. The undersigned also agrees that neither the termination of the Partnership nor the transfer of the undersigned's interest in the Partnership shall affect the undersigned's liability under this Agreement, unless the Lenders and the United States Government shall have executed and delivered to the undersigned a written consent to the release, or assumption by another party, of the undersigned's liability under this Agreement. The undersigned agrees that the Lenders may assign their rights under this Agreement and the Other Agreements without having to obtain the consent of the undersigned or any of the other Limited Partners.

9. The undersigned acknowledges that he [she, it] has no right of subrogation or contribution against the General Partner, any stockholders of the General Partner, any of the Limited Partners or any other person with respect to any payments which the undersigned may make pursuant to this Agreement. So long as any sums remain owing by the Partnership to the Lenders or the United States Government in respect of principal due on the Loan or pursuant to the Guarantee, neither the General Partner nor any of its assigns shall have any rights or claims under this Agreement. However, if all sums owing by the Partnership to the Lenders or the United States Government in respect of principal due on the Loan and pursuant to the Guarantee have been paid in full, then the General Partner or its assigns will be subrogated to the Lenders' and the United States Government's rights against the undersigned under this Agreement to the extent of any payments previously made by the General Partner or its assigns to the Lenders or the United States Government in payment of principal due on the Loan or pursuant to the Guarantee.

10. The undersigned acknowledges that any and all payments made by the undersigned pursuant to the first two sentences of paragraph 3 above shall be applied first to the payment of outstanding principal due on the Guaranteed Loan until all outstanding principal due on the Guaranteed Loan shall have been paid in full. If, and only if, the outstanding principal due on the Guaranteed Loan shall have been paid in full, any and all payments made by the undersigned pursuant to the first two sentences of paragraph 3 above shall be applied to the payment of outstanding principal due on the Nonguaranteed Loan.

11. This Agreement and the undersigned's obligations shall remain in effect until the Loan is repaid in full. It is acknowledged that principal payments on the Loan by the Partnership (or the General Partner or any other person) will not reduce the amount of the undersigned's obligations under this Agreement until the outstanding principal amount of the Loan (originally $_____) falls below $_____, at which point there will be a pro rata reduction in the obligations under this Agreement and the Other Agreements in proportion to reductions in the outstanding principal amount of the Loan.

12. This Agreement shall be governed by and construed in accordance with the laws of the State of _________. The undersigned designates the General Partner as the undersigned's agent for service to receive notices to and demands upon the undersigned pursuant to this Agreement. All notices to and demands upon the undersigned shall be made by certified or registered mail addressed to the undersigned c/o _________ Corporation of _________, _________ Street, _________, _________, or to any other address as the Partnership may designate in writing to the Agent Lender and the DOE prior to the mailing of the notice or demand.

Very truly yours,

_______________

Signature of Subscriber

Date: _________, 19__

Subscriber's Name and Mailing Address:

_______________

(Name)

_______________

(Street)

_______________

(City) (State) (Zip Code)

Subscriber's Social Security or Tax I.D. Number:

_______________

Agreed to and Accepted:

The _________ National Bank of _________

By: _________

Title: _________

Date: _________, 19__