ASSET MANAGEMENT (O & M) TERM SHEET

[COMPANY] and

Recipient | | The Estate of [INDIVIDUAL] (“Seller”), 100% owner of [COMPANY], Inc (“[COMPANY]” or the “Company”)

O&M Provider | | [COMPANY], a newly formed company wholly owned by [INDIVIDUAL] and [INDIVIDUAL]. Principals of the Buyer are committed to investing up to [AMOUNT] of their own capital as well as pledged properties to fund the transaction NTD: TO BE DISCUSSED

Transaction | |[AMOUNT] for 100% of the issued and outstanding stock of the Company on a cash free, debt free basis (i.e. Loans, Notes, IOUs, Accounts Receivables and Operating obligations)

Fees &Compensation | | Purchase and sale of 100% of the outstanding shares of capital stock of the Company, provided however, to the extent the Buyer’s Due Diligence results in discovery of significant liabilities, the parties may change the acquisition from a stock purchase to an asset purchase. Notwithstanding, Buyer reserves the right to maintain the transaction as a stock purchase but carving out selected liabilities that shall remain the responsibility of the Seller.

Term | | The Transaction is expected to close on or before [DATE] (the “Closing”). To the extent the Transaction does not close on said date, but the Parties are still moving forward in good faith, the passage of this target date shall not trigger a default or termination of the transaction.

Responsibilities | | Cash proceeds “Closing Cash Proceeds” delivered to the Seller at Closing will be as follows:

The Purchase Price,

minus the Seller Note [AMOUNT] (see “Seller Note” below),

minus the amount of all outstanding indebtedness for borrowed money of the Company (i.e. loans, notes and IOUs),

plus all cash and cash equivalents of the Company,

plus (or minus) the amount by which the Working Capital exceeds (is less than) the Target Working Capital,

minus the Company’s transaction expenses.