[DATE]

Re: [PROJECT]

Dear [INDIVIDUAL]:

This Letter of Intent (the “LOI”) sets forth the principal terms and conditions between [COMPANY] (“[COMPANY]”), a [STATE] limited liability company, and [COUNTERPARTY], a [STATE] limited liability company (“[COUNTERPARTY]”), in connection with [COUNTERPARTY]’s intention to develop, own and operate an organic fertilizer plant in [ADDRESS] (the “Plant”) utilizing certain intellectual property and organic distribution channels owned by affiliates of [COMPANY] (collectively, the “Proposed Transaction”).

The parties are discussing the Proposed Transaction in light of the terms and conditions set forth herein with the understanding, however, that except with regard to (i) the “Binding Terms” (ii) this paragraph, and (iii) the following paragraph, the contents of this LOI do not reflect any form of legally binding commitment or obligation on the part of either party or their respective affiliates to enter into any contract or agreement providing for any transaction involving the Fertilizer, the Plant, the intellectual property or any element of the Proposed Transaction or that any contractual or fiduciary relationship shall be deemed to exist between the parties or any of their affiliates unless and until final definitive agreements with respect to the Proposed Transaction have been executed and delivered and only thereafter as and to the extent specified therein.

The parties hereby acknowledge and agree that (a) the contents of this LOI do not contain all material terms to be negotiated as part of the definitive agreements, any ancillary agreements or otherwise with respect to the Proposed Transaction; (b) no oral agreement, public or private statements or course of conduct or dealings between the parties and/or their affiliates may be introduced as evidence that there exists a joint venture or partnership or any binding contract or commitment between the parties with respect to any of the transactions contemplated hereby, other than the “Binding Terms” (ii) this paragraph, and (iii) the above paragraph; and (c) neither party shall be justified in relying on any provision herein, in connection with the transactions contemplated hereby.

The terms of the proposal are outlined below:

Plant Ownership. [COUNTERPARTY] or a special purpose entity controlled by [COUNTERPARTY] shall be the owner of the Plant and shall be responsible for the capital required to construct the Plant, other than certain [COMPANY] supplied equipment described in Section 3.

Plant Specifications, Development and Construction.

[COMPANY] shall provide the necessary engineering documentation relating to the equipment installation and operational requirements for the [COMPANY] Equipment (as defined below). [COUNTERPARTY] is responsible for the overall Plant engineering and the integration of the [COMPANY] Equipment into the Plant design. [COMPANY] and [COUNTERPARTY] shall jointly approve the final design of the Plant.