LETTER OF INTENT

THIS LETTER OF INTENT dated for reference the day of [DATE]

BETWEEN:

[COMPANY]

AND:

[COUNTERPARTY]

WHEREAS:

[COMPANY] is a corporation managing organic waste at facilities throughout North America using advanced technology to produce renewable energy and high value soil, mulch and organic fertilizer products.

[COUNTERPARTY] is a corporation offering comprehensive solutions and independent technological units for waste management through multi-process/multi-material treatment centres.

[COMPANY] and [COUNTERPARTY] (hereinafter, the “Parties”) desire to enter into a definitive agreement for the establishment of a joint venture entity in order to respond to requests for qualifications (“RFQs”) and requests for proposals (“RFPs”) in the Province[s] of [STATE] [and [STATE]] (the “Region”).

THEREFORE, this Letter of Intent is to record the present status of the discussions and negotiations between [COMPANY] and [COUNTERPARTY] relating to the intended terms of a proposed joint venture agreement to be entered into between [COMPANY] and [COUNTERPARTY] (the “Joint Venture Agreement”), and to record the agreement of [COMPANY] and [COUNTERPARTY] on certain matters relating to the negotiations.

Binding and Non-binding Provisions

Non-Binding Provisions.

Subject to and except as otherwise set forth in this Letter of Intent, absent being memorialized in fully executed and delivered Definitive Agreements, the provisions of Article 2 do not constitute a complete or definitive statement of, or a legally binding or enforceable agreement or commitment on the part of, either Party with respect to the matters described therein and do not impose on either Party any duty or obligation to conclude any such agreement or commitment.