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Independent Accountant's

Report

on Applying Agreed Upon Procedures

To whom it may concern:

We have performed the procedures listed below, which were agreed to by Marni Zollinger. This agreed upon procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of these procedures is solely the responsibility of the parties specified in this report. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose.

We were engaged to review certain documents provided by Marni Zollinger. We are independent with respect to Marni Zollinger and all parties to follow.

The procedures and the associated findings are as follows:

1.) Procedure : Review provided documentation regarding citizenship Finding : After reviewing the certified transcript of birth, we noted that Ms. Zollinger (born as Marni Ellen Jensen) is a natural born US citizen per the transcript. The filing date of this transcript is May 25, 1971.

2.) Procedure : Review provided marriage certificate

Finding : After review of the provided marriage certificate, it showed that Ms. Zollinger is married to John Zollinger. The recording date by the Cook County clerk was May 17, 1991.

3.) Procedure : Review documentation showing use of the name Marni Jensen Zollinger Finding : Reviewed letter from the Social Security Administration dated July 12, 2010. Reviewed Oregon Drivers License #2575800. The name Marni Jensen Zollinger was on all the provided documents.

4.) Procedure : Review documentation regarding any criminal background Finding : After reviewing provided information from Criminalwatchdog.com, the nationwide search results from July 13 th 2010 show no criminal results.

5.) Procedure : Review documentation evidencing Bachelors Of Science from Brigham Young University Finding : Confirmation letter provided from Brigham Young University dated July 12 th , 2010 shows Ms. Zollinger has a Bachelor of Science degree from BYU.

6.) Procedure : Review proof of valid social security number


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October 14, 2010 Page 2

Independent Accountants' Report

Finding : Review of Social Security Administration letter dated July 12 th , 2010 shows Ms. Zollinger has a valid social security number.

7.) Procedure : Review voter notification card Finding : Per review of the voter notification card dated March 26 th , 2010, Ms. Zollinger is a registered voter of precinct 5200 in Oregon, and is thus a constituent of Senator Ron

Wyden of Oregon.

To the best of our ability we evaluated the following:

1.) Procedure : Review Mississippi code section 21815 Finding : Mississippi code section 21815 states in summary that in Mississippi any City Mayor is the chief executive of the city.

2.) Procedure : Review documentation stating the Ms. Zollinger is the acting attorney for the City of Holly Springs, MS with specific parameters regarding an energy proposal that is non recourse to the city with regards to assets or credit. Finding : Confirmed current and standing limited power of attorney by making a telephone call to Mayor Andre DeBerry on October 12, 2010. Mayor DeBerry also confirmed that the energy proposal does not involve city assets or credit and the partnership of other private parties, is handled through the Mayor's office, the city's IT Director, and the Holly Springs Utility Department only.

3.) Procedure : Review provided proforma spreadsheet prepared by another independent CPA showing net revenues at $53/MWh wholesale electrical price. Finding : Received, reviewed, and confirmed with Mayor DeBerry that Holly Springs paid an independent CPA to prepare the proforma.

4.) Based on review of the spreadsheet, the city's net revenues anticipated through the

Holly Springs ZESC facility are shown as follows: Net Income At 30% At 45%

Per annum operation year 1 $ 2,077,349 $ 3,116,023







Per annum

operation

year

8

$

25,101,326

$

37,651,989



The assumptions the preparer used in this projection were revenue increases based upon the table 2 Present Value Profile Best Case Escalation year 3 and 4; the escalation was projected at 5%. Year 5 is at 7%. Administrative expenses were adjusted for inflation at 3% annually. Williamson & Associates, LLP makes no assessment or representation on the assumptions and accuracy of the proforma itself.


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October 14, 2010 Page 3

Independent Accountants' Report

5.) Procedure : Confirm with Mayor DeBerry that the City's motive in engaging in the ZESC proposal included the desire to reduce tax burden upon the people by utilizing the above alternative revenue source to pay for operations, services, and city improvements. Finding : Mayor DeBerry confirmed this via phone on October 12, 2010.

6.) Procedure : Review an independent engineering certificate stating "To the best of my knowledge, information, and belief, the Project is technically viable and when constructed will produce electricity." Finding : Reviewed the Clean Renewable Energy Bond Cap Allocation application, (Independent) Engineer's Certificate titled "Exhibit B" dated February 19, 2009. This document contained this statement.

7.) Procedure : Review letter from Independent Engineering Firm which affirms that it is willing and able to provide project management services and offers performance and construction bonding. Finding : Reviewed letter from independent engineering firm with six locations and staff nearing 200 with 25 years of operations in the US, Canada, China and Russia. This letter stated the above items.

8.) Procedure : Review press release by Senator Ron Wyden of Oregon, dated May 20, 2009, that includes the quote "My goal is to create a level playing field and give all of these technologies the full tax benefit in order to stimulate investment and get more renewable energy projects built." Finding : Upon review of this press release, this statement is included in the press release.

9.) Procedure : Review letters from Senator Roger Wicker. Finding : Senator Roger Wicker has provided two letters of support for the Mississippi

ZESC project both dated August 26, 2009. One letter is addressed to the US DOE, USDA and the US Treasury Secretary. The other is addressed to Mayor Andre DeBerry.

10.) The stated objective of these agreed upon procedures, performed by request, was to establish basis of bipartisan support for equitable tax treatment for ZESC facilities .

This firm cannot speak to the engineering, financial, or any other aspects of any project. The above materials are an analysis of documentation only. This firm has provided a written commitment of confidentiality.

We were not engaged to and did not conduct an audit, the objective of which would be the

expression of

an

opinion

on

the

above

mentioned

items.

Accordingly,

we

do

not

express

such

an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you.

This report is not intended to be and should not be used or released by anyone other than the specified parties.

October 14, 2010

cpa independent review by request

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