Memorandum of Understanding

The Memorandum of Understanding in by and between EcoSage Corporation, P.O. Box 274, Chelsea, VT 05038 (herein “EcoSage”) and Greenstar Foundation, Inc., Massachusetts (herein “Greenstar”).

The Parties to this MOU agree as follows:

1. EcoSage shall enter into a licensing agreement with Greenstar whereby EcoSage shall be duly authorized to develop industry-education partnerships and/or other educational programs for the purpose of manufacturing, deploying, and maintaining field operations of Greenstar products. Under the licensing agreement, EcoSage shall be fully responsible for developing and maintaining industry-education partnerships, funding the construction of Greenstar products, deploying Greenstar products in the field, and funding on-going Greenstar product maintenance and services. Maintenance and services may include but not be limited to servicing Greenstar equipment in the field and providing services to the Greenstar hosts (destination communities) in collaboration with EcoSage industry-education partners.

2. EcoSage shall pay a fee on a per unit basis for the licensing of Greenstar logos, products, and/or services. Payments by EcoSage shall be made to Greenstar as funding is available for each unit under construction. Under the general terms and conditions of the licensing agreement, Greenstar shall from time to time provide EcoSage with support services. Such services may include: a) program partnership opportunities; b) identification of funding sources; c) Greenstar product specifications; d) Greenstar host community contacts; and e) other services that may be of mutual benefit to Greenstar and EcoSage in the fulfillment of the licensing agreement.

3. Under the general terms and conditions of the licensing agreement, EcoSage shall commit to developing a prototype industry-education partnership program and construct two Greenstar mobile health center units. One unit shall be field deployed in a First Nation community in the U.S. in collaboration with the National Renewable Energy Laboratory (NREL). The other unit shall be utilized for demonstration purposes to promote program replication. No specific timeline is established for the completion of the units; however, EcoSage shall fast track the development and construction of the units for projected completion within the 1999 calendar year. Upon successful development of an industry-education partnership and the construction of the Greenstar units, EcoSage shall replicate the program nationally in as many schools throughout the U.S. (and internationally) as possible.

4. EcoSage, individually and/or through its industry-education partners, shall solicit funding for the construction and deployment of the proposed Greenstar prototype units from government and/or private resources, including corporate sponsors, private foundations, and federal or state agencies. Additionally, EcoSage shall develop annual fund raising programs in collaboration with its industry-education partners to sustain Greenstar units deployed in the field to support host community education and economic development objectives.

5. EcoSage agrees to identify an appropriate industry-education partnership within reasonable commute distance of the National Renewable Energy Laboratory or the Sandia National Laboratory in order to facilitate technical assistance as may be required. EcoSage intends to construct the prototype unit with First Nation students at a high school or technical college with appropriate technical education and fabrication facilities. EcoSage further intends to develop an intergenerational, employment training program that is adaptive to existing federal and state programs, including AmeriCorps, Welfare-to-Work, School-to-Work, Summer Youth Employment, and/or other programs that focus on employment training for minorities. EcoSage agrees to develop a complete set of program development, project management, and Greenstar unit construction guides that will allow for program replication, including a complete curriculum and professional development guides for teachers that are aligned with National Education Standards. Greenstar agrees that such program, construction, curriculum, and professional development guides shall be the property of EcoSage.

6. EcoSage proposed program partners for the development of the prototype industry-education partnership may include, but may not be limited to, the following organizations: Public Service New Mexico, the University of New Mexico Department of Architecture, the Southwestern Vocational Technical College, and Albuquerque Public Schools (Rio Grande Cluster). EcoSage also agrees to work with the Nature Conservancy and/or other non-governmental agencies that may enhance the success of the program, specifically such agencies that may increase the social, environmental, educational, and economic viability of the program for the benefit of the Greenstar unit host community.

7. EcoSage and Greenstar shall develop a licensing agreement that reflects the general terms and conditions of this MOU and may include additional terms and conditions that shall be mutually agreed upon. EcoSage agrees that the licensing agreement with Greenstar regarding the production of units is collaborative and non-exclusive, meaning that Greenstar may subcontract for the production of units with other commercial entities. Greenstar agrees that the licensing agreement with EcoSage is an exclusive agreement as it pertains to the construction of Greenstar units in an educational program format. EcoSage and Greenstar agree that EcoSage shall commence the development of an industry-education partnership upon the signing of this MOU and prior to the completion of a licensing agreement in order to maintain a fast-track schedule and prepare funding proposals in a timely manner. EcoSage shall not consummate the solicitation for the funding or the construction of a Greenstar unit until the licensing agreement is duly executed.

Agreed to on this day of January ______, 1999.