[DATE]

[INDIVIDUAL]

[COMPANY]

[ADDRESS]

[LOCATION]

Re: Letter of Intent as to Loan and Note between [COMPANY] and [COMPANY]

Dear [INDIVIDUAL]:

This letter confirms your and our mutual intentions with respect to the potential transaction described herein between [COMPANY]having its principal place of business at [ADDRESS] (“[COMPANY]”) and [COMPANY], [ADDRESS],(“[COMPANY]” and, each of [COMPANY] and [COMPANY], individually, a “Party” and together “Parties”).

1. Loan. We envisage that the principal terms of the proposed transaction would be substantially as follows and as set forth in a mutually agreeable promissory note substantially in the form as attached hereto as Exhibit A (the “Note”). Subject to the terms and conditions of the Note, [COMPANY] will lend to [COMPANY] the principal amount of [AMOUNT], in two installments of [AMOUNT] each the first to occur within ten (10) days of and conditioned upon [COMPANY]’s receipt of that certain account receivable in the approximate amount of [AMOUNT] (the “A/R Condition”). The proceeds of the loan contemplated herein is, among other things deemed necessary to the business of [COMPANY],to be to support the financing and development of a first-in-kind and first-of-class [PROJECT](the “Refinery”) to be located in the [LOCATION] (the “[PROJECT]”), an industrial park with [SPEC] acres located approximately [SPEC] miles east of [LOCATION] (collectively, the “Transaction”).

2. Maturity, Payment of Interest and Prepayment.

(a) Interest. The outstanding principal balance of the Note shall bear interest at the rate of [RATE]from the issue date of this Note until the earlier to occur of: (i) repayment pursuant to Section 3 of the Note or (ii) the payment in full of the principal and all accrued but unpaid interest of the Note pursuant to Sections 2(b) or 2(c) of the Note.

(b) Prepayment. Prior to the Maturity Date, the [COMPANY] may prepay the Note in whole or in part after having given prior written notice to [COMPANY] of its intent to so prepay at least five (5) days in advance; provided however, that any such prepayment will be applied in the following order: (i) first, to the payment of expenses due under the Note; (ii) second, to accrued but unpaid interest on the Note, if any; and (iii) third, if the amount of prepayment exceeds the amount of all such expenses and accrued interest, to the payment of principal of the Note.

3. Repayment.

(a) Principal and Interest. Upon the consummation of a Qualified Financing, or at or on the occurrence of the Maturity Date, the principal amount of the Note, including any and all accrued and unpaid interest thereon shall be due and owning and paid by [COMPANY].