Letter of Intent Execution Copy

LETTER OF INTENT — EXECUTION COPY

This Letter of Intent Execution Copy ("Letter" or "LOI") is entered into as of Effective Date: by and between Party A: , an entity organized as Corporation LLC Partnership organized under the laws of , with principal place of business at ; and Party B: , an entity organized as Corporation LLC Partnership organized under the laws of , with principal place of business at .

RECITALS

WHEREAS, Party A and Party B have engaged in preliminary discussions concerning a potential transaction pursuant to which Party A will acquire or otherwise obtain certain assets or equity interests of Party B (the "Proposed Transaction"); and

WHEREAS, the parties desire to set forth certain principal terms, conditions and understandings with respect to the Proposed Transaction and to establish certain binding obligations concerning confidentiality, exclusivity and certain other matters while they negotiate definitive documentation; and

WHEREAS, the parties intend that this LOI will serve as a foundation for negotiating and preparing definitive agreements and for performing due diligence in accordance with the schedule and terms set forth below.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, and intending to be legally bound as provided in Section 4 below, the parties agree as follows.

1. PURPOSE

The purpose of this LOI is to set forth the principal economic terms and the framework under which the parties will negotiate and, if satisfactory to both, execute definitive transaction documents (the "Definitive Agreements") describing the final terms of the Proposed Transaction.

2. PRINCIPAL TERMS OF PROPOSED TRANSACTION

(a) Structure: The Proposed Transaction is anticipated to be a .

(b) Purchase Price: The aggregate purchase price shall be , payable in the form(s) and subject to adjustments and holdbacks to be set forth in the Definitive Agreements.

(c) Closing: The parties shall use commercially reasonable efforts to close the Proposed Transaction on or before Closing Date: , subject to satisfaction of customary closing conditions.

3. DUE DILIGENCE

The parties agree that Party B will provide to Party A customary diligence materials and full access to executives and records reasonably requested by Party A. The scope of due diligence to be performed shall include financial statements, contracts, material liabilities, intellectual property and employment matters. Specific diligence requests shall be documented in writing and delivered to Party B within days of the Effective Date.

4. BINDING AND NON-BINDING PROVISIONS

Except as expressly set forth in this Section 4 and in Sections 5 (Confidentiality), 6 (Exclusivity), 7 (Expenses) and 10 (Governing Law), the parties acknowledge and agree that this LOI is non-binding and is intended only as a statement of the present intentions of the parties. No party shall have any obligation with respect to the Proposed Transaction unless and until the Definitive Agreements have been executed and delivered by all parties thereto.

Notwithstanding the foregoing, the parties agree that the provisions of this LOI identified as binding shall be binding and enforceable: Confidentiality (Section 5), Exclusivity (Section 6), Expenses (Section 7), Notices (Section 9), Governing Law (Section 10), and this Section 4. All other provisions are intended solely as non-binding expressions of current intent.

5. CONFIDENTIALITY

Each party shall keep confidential and shall not disclose to any third party any non-public information concerning the existence, terms, or subject matter of the Proposed Transaction or any information obtained pursuant to due diligence, except to the extent required by law or to its affiliates, legal counsel, accountants, financing sources and advisors who have a need to know such information and are bound by confidentiality obligations no less restrictive than those contained herein. Each party shall use reasonable care to protect such confidential information.

6. EXCLUSIVITY

For a period of Exclusivity Period (days): following the Effective Date, Party B shall not, directly or indirectly, solicit, initiate, encourage or negotiate any proposals or offers with, or provide any information to, any third party relating to an alternative acquisition, sale or other transaction that would reasonably be expected to impede or prevent the Proposed Transaction.

7. EXPENSES

Except as otherwise expressly provided in a Definitive Agreement, each party shall bear its own costs and expenses incurred in connection with the negotiation and preparation of this LOI, the Definitive Agreements and the Proposed Transaction; provided, however, that any fees or expenses expressly allocated in a subsequently executed Definitive Agreement shall control.

8. TERMINATION

This LOI may be terminated at any time by mutual written agreement of the parties or by either party upon written notice to the other if material Definitive Agreements have not been executed within the Exclusivity Period set forth in Section 6, provided that the obligations that by their nature survive termination (including, without limitation, confidentiality and any binding provisions specified in Section 4) shall survive such termination.

9. NOTICES

All notices, requests, demands and other communications under this LOI shall be in writing and shall be delivered to the parties at the addresses set forth below (or to such other address as a party may designate by notice in accordance with this Section).

10. GOVERNING LAW

This LOI shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of laws principles. Each party consents to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to the binding provisions of this LOI.

11. ENTIRE AGREEMENT; SEVERABILITY

This LOI constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior discussions and agreements with respect thereto. If any provision of this LOI is determined to be invalid or unenforceable, the remainder of this LOI shall remain in full force and effect and the invalid or unenforceable provision shall be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent.

12. AMENDMENT; WAIVER; COUNTERPARTS

This LOI may be amended only by a written instrument executed by both parties. No failure or delay by any party in exercising any right hereunder shall constitute a waiver of that right. This LOI may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one and the same agreement. Electronic or facsimile signatures shall be deemed original signatures for all purposes.

13. ADDITIONAL TERMS

The parties acknowledge that they have had the opportunity to be represented by counsel and that the terms set forth in this LOI reflect their mutual understanding. Execution of this LOI by the parties is intended to record such understanding and to bind the parties as to the provisions expressly identified as binding herein.

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