Sample Business Contracts

Letter of Interest - LVL Communications Inc. and Garden Botanika

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                           Garden Botanika CyberStore
                               Letter of Interest

This Letter of Interest between LVL Communications, Inc. ("LVL") and Garden
Botanika ("GBOT") summarizes their mutual interest in forming a joint venture
and/or creating a licensing agreement to develop and operate a retail website
under the GBOT name dedicated to selling GBOT and compatible products to
consumers over the Internet. This Letter of Interest is strictly preliminary and
is intended primarily to establish a basis for future definitive discussions.
This Letter of Interest is non-binding on either party.

BUSINESS PURPOSE: To develop and operate an Internet website ("CyberStore")
dedicated to exclusively selling GBOT and compatible products to retail customer
for profit.

ENTERPRISE STRUCTURE: A U.S. corporation or limited liability company (the
"CyberStore Enterprise") funded through equity and debt supplied by LVL or its
investors. LVL will be the operating partner responsible for CyberStore
development, operation and expansion, with sole responsibility for financing
website development and operating losses ($2 million budgeted). GBOT will make
available the full GBOT branded product line to the CyberStore Enterprise and
will be responsible for product inventory and order fulfillment.

Interest, GBOT authorizes LVL Communications to begin a Feasibility Study at
LVL's expense to analyze GBOT's current infrastructure and business processes as
a basis for forming a CyberStore Enterprise dedicated to GBOT products. The
intent of this study is to create a business case for managing and maintaining
GBOT's online commerce in an outsource model. This study does not obligate GBOT
to move forward on the formation of a CyberStore Enterprise, but is intended to
provide a framework for future discussions.

Oracle has entered into a tentative agreement with LVL to provide services and
products required to implement the technical back-end development of these
CyberStores. Oracle has agreed to partner with LVL in developing the initial
Feasibility Study required as the first part of building an on-line retail

The Letter of Interest is only an expression of mutual intent in negotiating a
Definitive Agreement regarding the formation of the CyberStore Enterprise along
the lines described above. Neither party is obligated to move forward in this
proposed relationship, all terms and conditions are subject to modification and
may change substantially in the Definitive Agreement (if any).

LVL Communications:                     Garden Botanika:

/S/ Calbert Lai                         /S/ Arlee Jensen
Calbert Lai                             Arlee Jensen
Chairman & CEO                          Senior Vice President, Merchandising and