Chapter 6 - FORM 6E • LETTER OF INTENT

• Jurisdiction: Colorado

FORM 6E • LETTER OF INTENT

Dear __________ [name of seller]:

This letter is intended to summarize the intents of [name of buyer] ("Buyer") and __________ [name of seller] ("Seller") (together the "Parties") regarding property at [address] in [city], Colorado (the "Property").

PART I

The Parties wish to commence due diligence and negotiate timely and in good faith a written contract ("Definitive Agreement") providing for a possible purchase by Buyer of Seller's Property. To facilitate the negotiation of a Definitive Agreement, Buyer will prepare an initial draft for review by the Parties. The execution of any such Definitive Agreement will be subject to the satisfactory completion of Buyer's due diligence and would also be subject to approval of Seller's and Buyer's Board of Directors.

1. Basic Transaction. Seller desires to move its operations to another location and to sell the Property. Buyer will be given reasonable opportunity to conduct its due diligence, including environmental investigations, regarding Seller's Property, which has a history of industrial use. If due diligence is completed satisfactorily to both Parties, the Parties will negotiate and execute a Definitive Agreement for purchase and sale of the Property. The general terms of the transaction will be the following: [insert salient terms, such as purchase price, assets to be conveyed, timing, and other important terms and conditions of the purchase].

2. Due Diligence. For a period not to exceed 90 days, Buyer will conduct environmental and financial due diligence regarding the Property. The Parties intend to cooperate with each other during this period in evaluating the feasibility of the transaction and in preparing the Definitive Agreement.

The provisions of this Part I are not intended to create a binding offer and agreement or any legal rights or obligations on the part of either Party or any other person or entity, which will come into existence only by a Definitive Agreement.

PART II

The following paragraphs of this letter are the legally binding and enforceable agreements of the Parties.

1. Exclusive Dealing. Until the earlier of 90 days after the signing date or the date on which either Party provides the other Party with written notice that negotiations toward the Definitive Agreement are terminated (the "Termination Date"), Seller will not enter into any other brokerages, intents to purchase, or contracts for the Property.

2. Access. During a period of 90 days from the date...