I regret the delay in getting back to you. Below you will find "statement of intent" draft which we would ask you to consider. As an attachment we will need a complete description of the project you propose to undertake to build a Greenstar Village Center in New Mexico. This should include a complete list of all the parties involved as well as their brief biographies, URLs, and contact information. If we are to proceed, we will need to create a virtual project team with everyone on email, if not a more sophisticated database. Please check out www.costructures.com - a client of mine. I expect John would let us use his product at a special price in order to support a worth while project such as the one we are envisioning. I look forward to hearing from you.

Regards,

Jock

DRAFT STATEMENT OF INTENT ON RENEWABLE ENERGY EDUCATION BETWEEN THE GREENSTAR FOUNDATION AND ECOSAGE CORPORATION

WHEREAS, the GreenStar Foundation (GreenStar) of Massachusetts, and EcoSage Corporation of Vermont, hereafter referred to as the "Participants," have a mutual interest in exchanging experience and views on opportunities for the appropriate utilization of renewable energy education and in fostering collaboration between their two entities;

WHEREAS, the Participants believe energy and environment security and the quality of life can be enhanced through use of renewable energy, and that mutual cooperation to support this use would also promote increased economic interaction, facilitate sustainable development, accelerate commercialization of renewable energy based systems and products and expand opportunities for international trade; and

WHEREAS, a program of cooperation in the development and educational programs for the appropriate use of renewable energy technologies would be of mutual benefit to the Participants;

THE PARTICIPANTS declare their intention to cooperate in a manner which will facilitate joint activities related to educating students about renewable energy technologies would be of mutual benefit to the Participants.

THE PARTICIPANTS declare their intention to cooperate in a manner which will facilitate joint activities related to renewable energy education. These intended joint activities include sharing of information via the Internet, particularly the provision of technical data, analytical tools, field studies, policy analyses, and other information that can guide the successful development and implementation of renewable energy education. In addition, these intended cooperative activities may include:

1. Training to strengthen human resources and institutional infrastructure allowing utilization of renewable energy technologies on a sustainable basis. This may include, for example, arranging for visits of personnel to one another, in areas and under terms as mutually agreed. Each Participant shall be responsible for payment of the salary, subsistence, travel allowances, and other expenditures as appropriate for its personnel during such visits;

2. Providing technical assistance to ensure the success of pilot projects necessary to demonstrate viability of renewable energy options in rural communities and other sectors. This may also include supporting the development and implementation of codes and standards to encourage use of and develop credibility for highly reliable, well performing renewable energy equipment;

3. Fostering the establishment of sustainable financing vehicles that may enable end-users to purchase renewable energy systems and establish mechanisms to foster entrepreneurship and to assist private entrepreneurs to build successful enterprises as part of national renewable energy programs;

4. Encouraging efforts to foster the role of women and minorities in renewable energy development;

5. Providing information to foster business agreements, joint ventures and licensing agreements between U.S. companies and local enterprises;

6. Identifying and exploring business and joint development opportunities in renewable energy. This may include preparing proposals for development and funding agencies and other organizations, for joint projects in renewable energy. The terms and conditions on which such work is to be undertaken will be agreed to on a case-by-case basis. The Participants understand that in carrying out activities contemplated by this Statement of Intent, they are acting as independent contractors and this Statement of Intent does not establish a joint venture or partnership between the Participants. If the Participants agree to undertake joint projects, they intend to conclude a written project agreement for each joint project setting out each Participant's contribution and responsibilities and participation in the proceeds, including intellectual property rights, thereof. Each Participant will designate a representative who shall act as Liaison Officer for cooperative activities contemplated by this Statement of Intent. All correspondence shall be addressed as follows:

In the case of GreenStar:

Mr. Jock Gill

In the case of EcoSage Corporation
Mr. Allan Baer

The Participants understand that any activities contemplated under this Statement of Intent will be conducted in accordance with applicable laws and regulations and subject to the availability of funds, personnel, and other resources.

The Participants understand that the provision of information shall follow all rules and regulations pertaining to copyright, patent, shareware, and other intellectual property laws and common practice, including citations and payment of royalties as appropriate.

The Participants understand that prior to any proposed disclosure of proprietary or business sensitive information by one Participant to another concerning any proposed cooperation, any one of the Participants may require the other to execute a confidentiality agreement.

The Participants understand that activities which may involve sharing of proprietary information and transfer of rights and interest in intellectual property are excluded from the purview of this Statement of Intent.

The Participants understand that renewable energy technical, project, and other information provided under this Statement of Intent may be independently reviewed to determine its suitability for inclusion in their respective information systems and may be edited, as deemed appropriate.

The Participants understand that the Participants make no express or implied warranty of any kind for any materials, equipment, information, or services that may be supplied under this statement or any future agreements entered into under this statement; or as to the conditions of the research or any generated information or product that may be made or developed, or the ownership, merchantability, accuracy, or fitness for a particular purpose of the research, resulting product, or information shared. Neither participant shall be liable for lost profits, lost savings, special, consequential, incidental or other director or indirect damages or alleged damages, even if such participant is made aware of the possibility thereof. This will, however, not affect the liability and warranty arrangements entered into by either Participant directly with third parties.

GreenStar will deliver to EcoSage Corporation technical information and assistance both accurate and useful as utilized in its own efforts where applicable, provided, however, GreenStar does not warrant that the technical information and assistance so furnished will enable EcoSage Corporation successfully to deliver services.

GreenStar shall not be held responsible in any way for any consequences of changes from its own designs and specifications made by others.

The Participants intend that all costs associated with this cooperation will be borne by the Participant that incurs them, unless otherwise determined by the Participants.

This Statement of Intent shall cease at Greenstar’s or EcoSage Corporation's option upon the happening of any one of the following events to the other party:

a. If a party should be adjudged bankrupt or insolvent;
b. If a party should file a petition in bankruptcy or insolvency;
c. If a party should file a petition or answer seeking reorganization or readjustment under any law relating to insolvency or bankruptcy.
d. If a receiver should be appointed with respect to all or substantially all of the property of a party;
e. If a party should make any assignment for the benefit of creditors;
f. If any proceeding should be instituted by either party for liquidation or the winding up of the business of that party other than for purposes of reconstruction or amalgamation, unless the other party shall thereafter give notice electing to continue this Agreement in force.

This Statement of Intent does not create legally binding obligations between the Participants. It serves only as a record of the Participants' intention to identify areas of joint interest and possible cooperation between the Participants. The Participants intend to conclude separate agreements for those projects which they mutually decide to pursue.

Signed at this day of_____ , 1999.

For Greenstar: For EcoSage Corporation:

By: ____________________________ By: ____________________________

Title: ____________________________ Title: ____________________________

Date: ____________________________ Date: ____________________________

APPENDIX A

A new DOE initiative, Energy $mart Schools, sets the theme for the first possible collaboration. The initiative draws on private sector partners to help schools save energy. See the Web site at:

.

Gore Announces Proposed Funding for Efficiency and Renewables, including Energy $mart Schools. In a statement by Vice President Gore on January 28th, he discussed the administration’s budget proposal for fiscal year 2000. According to Gore, the proposal includes $1.4 billion for research and development on "clean and efficient energy supply and end use technologies to promote advanced renewable energy technologies, ultra-efficient cars, and ‘Energy Smart’ Schools." Gore also announced a complementary package of tax incentives totaling $3.6 billion over five years. See Vice President Gore’s statement under "This Week’s Releases" on the Publications section of the White House Web site:

.

DOE Secretary Touts Energy $mart Schools in the South Secretary of Energy Bill Richardson visited Georgia and Florida recently to promote the Energy $mart Schools initiative. In Georgia, Richardson announced that Southern Company has joined the Energy $mart Schools team. Southern Company is the parent company of five electric utilities in the South; its subsidiaries also build power plants and sell energy and energy services worldwide. See the Southern Company Web site at:

.

In Florida, Richardson announced $1 million in funding to assist Florida schools in purchasing and using smart energy technologies, including photovoltaics and other renewable and energy-efficient resources. See the DOE press releases on Richardson’s visits at:

.

DOE Kicks Off Energy $mart School Teleconferences DOE will host the first of a series of Energy $mart School teleconferences on February 9th. The first teleconference, presented in partnership with the Geothermal Heat Pump Consortium, will demonstrate how geothermal heat pumps can cut heating and cooling costs in schools. Future teleconferences will focus on the successful financing and execution of school energy efficiency projects. For more information, call 1-800-315-3840 or see the news bulletin at:

.

--