PRELIMINARY DRAFT

FOR DISCUSSION ONLY

[DATE]

CONFIDENTIAL

[INDIVIDUAL]

CEO

[COMPANY]

[ADDRESS]

[ADDRESS]

Re: Purchase of [PRODUCT] Manufacturing Equipment

[INDIVIDUAL]:

We appreciate the opportunity to present in this non-binding letter of intent (the “LOI”) whereby [COMPANY], Inc. (“[COMPANY]”) will 1) purchase certain equipment (the “Equipment”) to be used in the production of [COUNTERPARTY]’s (“[COUNTERPARTY]”) [PRODUCT]organic fertilizer or other fertilizer product based thereon (collectively, “[PRODUCT]”) at those certain facilities located in [ADDRESS], [STATE] (“[FACILITY]”), and [ADDRESS], [STATE] (“[FACILITY]”) (collectively, the “Facilities” and each, a “Facility”), 2) market [PRODUCT]produced from the Facilities, both under the terms and conditions set forth below, the same of which shall be subject to being memorialize in definitive agreements negotiated and executed as between the Parties (the “Definitive Agreements”). In this LOI, [COMPANY] and [COUNTERPARTY] are sometimes collectively referred to as the “Parties,” and each individually as “Party.”

Purchase of Equipment

[COMPANY] will purchase the Equipment from [COUNTERPARTY] for installation and use at the Facilities. The Equipment and corresponding estimate costs are listed in Exhibit A. The cost of the Equipment reflected in Exhibit A reflects the good faith estimates of the Parties and will be updated based on actual purchase orders for the Equipment. The aggregate capital costs incurred hereunder by [COMPANY] for the Equipment shall not exceed[AMOUNT] (the “Capital Cap”). Any costs or expenses in excess of the Capital Cap (the “Capital Cap Excess”) shall be the sole responsibility of [COUNTERPARTY] and [COUNTERPARTY] shall provide the requisite funding for the Capital Cap Excess as necessary to ensure the Facilities attain commercial operation.