[COMPANY]

_______________________

_____________________

________ ____, [YEAR]

_____________________

_____________________

_____________________

_____________________

Re: Letter of Intent

Gentlemen:

The purpose of this letter of intent (the “Letter”) is to set forth certain nonbinding understandings and certain binding agreements between [COMPANY](“[COMPANY]”), and _______________ (the “Company”), with respect to the formation of [COMPANY] (“[COMPANY]”), on the terms and subject to the conditions set forth below. [COMPANY] will be formed for the following purposes (the “Business”):

(a) to develop new methods and processes (“Optimal Protocols”) for developing, growing, harvesting, handling, storing, shipping, marketing and distributing genetically-modified produce, including, without limitation, melons, sweet corn, tomatoes, beans and snap peas (“Products”);

(b) to establish taste and quality laboratories and panels to evaluate and develop the Optimal Protocols, including the effect of production and shipment logistics on the maturation process of the Products to enhance their taste, texture, aroma, color and shelf life and, accordingly, their value to consumers;

(c) to develop and implement a coordinated strategy for growing, marketing and distributing the Products on a branded basis, in conformity with the Optimal Protocols;