_December_, [YEAR]

___________________

_____________________

_____________________

_____________________

Dear _____________:

The purpose of this letter of intent (the “LOI”) is to set forth certain non-binding understandings between [COMPANY] (“[COMPANY]”), and [COMPANY] (“[COMPANY]”), with respect to developing a relationship regarding the identification and possible development of certain [PROJECT] opportunities within [LOCATION] (the “Territory” and the “Proposed Transaction”). [COMPANY] and [COMPANY] are sometimes referred to herein collectively as (the “Parties”).

Except with respect to, and as specifically set forth in the Binding Provisions of this LOI, the Parties agree as follows:

the matters set forth in this LOI and particularly those set forth below as Non-Binding Provisions are preliminary in nature and do not contain all of the terms and conditions necessary for the consummation of the Proposed Transaction; and

neither Party shall be bound to consummate the Proposed Transaction except pursuant to one or more definitive agreements which the Parties anticipate may include, but not be limited to a Teaming Agreement that will be appended on a project-by-project basis (the “Teaming Agreement or the “Definitive Agreement”) as executed and delivered by the Parties, and then subject only to the conditions set forth therein.

Non-Binding Understandings

The following numbered paragraphs reflect our current understanding of the matters described herein, but 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.

Definitive Agreement. Except as may otherwise be mutually agreed upon by the Parties, the terms and conditions related to the Proposed Transaction shall be as follows:

Exclusivity and Term. Terms to be determined on a project-by-project basis and added to the Definitive Agreement as a project-specific Exhibit (see sample Exhibit A).