Letter of Intent for Joint Venture

Date: __________

CONFIDENTIAL

____________________
____________________
____________________

Re:    Letter of Intent

Dear __________:

This letter is intended to set forth a letter of intent by CAL Corporation (“CAL”), a California corporation, and DEL Corporation (“DEL”), a Delaware corporation.

1. Overall Structure. Our goal is to establish a joint venture through formation of a new entity (“Newco”) to be jointly owned by CAL and DEL. Our initial belief as to the overall structure and purpose of the venture is set forth in the attached Term Sheet, which would need to be properly documented in definitive agreements.

2. Negotiations. We agree to negotiate to determine if the joint venture will be appropriate for the parties[, provided, however, that either party may terminate negotiations at any time for any reason]. [1] [You agree to not negotiate or enter into or continue discussions with any other person or company or solicit or encourage, directly or indirectly, or furnish information to any other person or company, with respect to a similar business arrangement, during the ninety (90) days following the date this letter is accepted by you.] [2]

3. Confidentiality of Negotiations. The parties shall use best efforts to maintain at all times as confidential information the fact that you or we have executed this letter, the terms of this letter and the existence and content of any negotiations between us except that both parties may (i) inform advisors, counsel, and employees with a need to know as each party deems necessary, and (ii) make appropriate disclosures if required by applicable securities laws.[3]

4. Governing Law. This letter shall be governed by the substantive laws of the State of [California].

5. Entirety. This letter constitutes the entire understanding and agreement between the parties hereto and their affiliates with respect to its subject matter and supersedes all prior or contemporaneous agreements, representations, warranties and understandings of such parties (whether oral or written). No promise, inducement, representation or agreement, other than as expressly set forth herein, has been made to or by the parties hereto. This letter and its exhibit hereto may be amended only by written agreement, signed by the parties to be bound by the amendment. Parol evidence and extrinsic evidence shall be inadmissible to show agreement by and between such parties to any term or condition contrary to or in addition to the terms and conditions contained in this letter and its exhibit.

6. Construction. This letter shall be construed according to its fair meaning and not strictly for or against either party. This letter does not, and is not intended to, impose any binding obligations on the parties, except as provided in Section 2 and 3 above. [4]

If the terms and conditions of this letter are acceptable, please sign and return to us a copy of this letter so that we can move forward with our discussions.

Very truly yours,

CAL Corporation

By: _________________________________

Title: ________________________________

Accepted and Agreed:

DEL Corporation

By: _________________________________

Title: ________________________________

CONFIDENTIAL
TERM SHEET

This term sheet summarizes the principal terms with respect to the potential formation of a joint venture corporation (“Newco”), whose shareholders will be Cal Corporation (“CAL”) and Delaware Corporation (“DEL”). This term sheet is intended solely as a basis for further discussion and is not intended to be and does not constitute a legally binding obligation of the parties. [5] No legally binding obligations on the parties will be created, implied, or inferred until appropriate documents in final form are executed regarding the subject matter of this term sheet and containing all other essential terms of an agreed upon transaction and delivered by all parties. Without limiting the generality of the foregoing, it is the parties’ intent that, until that event, no agreement binding on the parties shall exist and there shall be no obligations whatsoever based on such things as parol evidence, extended negotiations, “handshakes,” oral understandings, or courses of conduct (including reliance and changes of position). Efforts by either party to complete due diligence, negotiate, obtain financing or prepare a contract shall not be considered as evidence of intent by either party to be bound by this term sheet or otherwise. The performance by either party prior to execution of a formal contract of any of the obligations which may be included in a contract between the parties when negotiations are completed shall not be considered as evidence of intent by either party to be bound by this term sheet.

The parties are discussing a transaction on the following terms: