Re: Binding Letter of Intent for Bridge Financing and EPC Agreement

August 3, 2005 ▇▇. ▇▇▇▇▇▇ ▇▇▇▇, President US Geothermal, Inc. ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ Facsimile: ▇▇▇-▇▇▇-▇▇▇▇

Re: Binding Letter of Intent for Bridge Financing and EPC Agreement

Dear ▇▇▇▇▇▇:

The purpose of this letter (this "Letter") is to set forth certain binding understandings and agreements between Ormat Nevada, Inc., a Delaware corporation ("Ormat"), and US Geothermal, Inc., an Idaho corporation ("US Geothermal") with respect to Ormat's providing interim financing and construction services and supply of equipment for US Geothermal in connection with US Geothermal's proposed geothermal power generation project to be located in the Raft River Geothermal Resource Area in Idaho (the "Project") on the terms set forth below.

A. EPC Agreement

1.     Ormat and US Geothermal shall promptly commence negotiations regarding a written Engineering, Procurement and Construction Agreement with customary representations, warranties and covenants for transactions of this nature (the "EPC Agreement"). The initial draft of the EPC Agreement shall be prepared by Ormat's counsel, in substantially the form attached as Exhibit A. The EPC Agreement shall be executed on or before the Expiration Date (as defined below), and it shall provide for Ormat to provide the engineering and turnkey supply and construction of the phase one 13 MW power plant (excluding the substation, geothermal production and re-injection ▇▇▇▇▇, the gathering system and other portions of the Project outside of the power plant island) (the "Power Plant") with the intention of placing it in service by the end of 2006, for a lump sum price (excluding sales, excise, transfer, and similar taxes, which shall be the responsibility of US Geothermal) of $20,125,000, as the same may be adjusted per the terms and conditions of the EPC Agreement (the "Lump Sum Price"). The EPC Agreement will provide that Ormat will procure and furnish equipment and services of the type described in that certain ▇▇▇▇▇▇▇▇ ▇▇. ▇▇▇ ▇▇▇ dated June 1, 2005 that was submitted by Ormat to US Geothermal with regard to the supply of equipment and certain technical services for the Project as such proposal is modified by the discussions of the parties between July 20 and July 22, 2005. At Ormat's option and in substitution for the single EPC Agreement, the on-site construction work and the engineering and equipment supply work

ORMAT NEVADA INC.
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ • ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ • Telephone : (▇▇▇) ▇▇▇-▇▇▇▇ • Facsimile : (775) 356- 9039

for the Power Plant will be separated into a separate construction contract between US Geothermal and Ormat and a separate engineering services and equipment supply contract between US Geothermal and an affiliate of Ormat. In addition to the EPC Agreement, the parties will enter into negotiations of an agreement (the "Add-On Agreement") expanding the scope of Contractor’s services with respect to the Project beyond that specified in the EPC Agreement, including to some or all of the substation, the gathering system and other portions of the Project outside of the Power Plant. The Add-On Agreement shall contain terms and conditions that are mutually satisfactory to the parties. The parties shall be under no obligation to complete or execute the Add-On Agreement and the failure to do so for any reason shall not impact the remaining obligations of the parties under this Letter.

2.     Ormat is hereby granted the exclusive right to provide the engineering, procurement, equipment supply and construction services for the Power Plant in consideration for its agreement for providing the Bridge Loan (as defined below) or other interim financing to US Geothermal provided, however, that this exclusive right shall terminate if the Loan Documents (as defined in Exhibit B) are not executed on or before the Expiration Date (as defined below) due to Ormat's failure to approve the results of its due diligence pursuant to Section 5(c) of Exhibit B. Except for the engineering, procurement and construction of the Power Plant as expressly provided in the EPC Agreement, and subject to the Add-On Agreement, if executed, US Geothermal will be fully responsible for all other aspects of the Project, including, without limitation, field development, permitting and the engineering, procurement and construction of the substation, geothermal production and re-injection ▇▇▇▇▇, and the gathering system, as necessary to assure commercial operation as required under the terms of any construction financing, the power purchase, and other agreements.

3.     Among the conditions to Ormat's obligation to enter into the EPC Agreement are the following:

4.     If the Bridge Loan (as defined below) remains outstanding on December 31, 2005, Ormat may, in its sole discretion, require one or more extensions of its obligations under the EPC Agreement until such time as the Bridge Loan is repaid. Further, Ormat shall have the right to terminate the EPC Agreement if the following conditions are not satisfied on or before March 31, 2006:

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B.     Bridge Financing

Ormat or one of its affiliates ("Lender") will provide US Geothermal with bridge financing in an amount up to $15,000,000 in accordance with the terms and conditions set forth on Exhibit B (the "Bridge Loan") for use by US Geothermal solely in connection with the development of the Project. Lender and US Geothermal shall promptly begin negotiation of the Loan Documents in good faith and use reasonable efforts to enter into written Loan Documents on or before the Expiration Date.

C.     Project Special Purpose Entity

1.     Immediately following the execution of this Letter and prior to any advances under the Bridge Loan, US Geothermal will transfer good and marketable title to all of its assets associated with the Project, including without limitation all Project site leases, geothermal resource leases, the power purchase agreement, the transmission agreement, permits and any other assets necessary to develop the Project (collectively, the "Assets"), free and clear of any liens or encumbrances into a newly-formed special purpose entity wholly-owned by US Geothermal (the "Project SPE").

2.     Upon the transfer of the Assets to the Project SPE and during the time that any portion of the Bridge Loan is outstanding, US Geothermal will comply and cause the Project SPE to comply with the following covenants:

3.     As soon as practicable after the transfer of the Assets to the Project SPE but prior to the first advance under the Bridge Loan, subject to Exhibit B, US Geothermal will cause the Project SPE to grant to Lender, as security for the Bridge Loan, a pledge of the equity interests of the Project SPE and a first priority security interest in the Assets, with third-party consents to assignment, if required. Lender will release the foregoing security interests and US Geothermal's pledge of the Project SPE equity interests upon its receipt of payment in full of the Bridge Loan, including accrued unpaid interest.

D.     Nonrefundable Advance Payment

As an incentive for Ormat to incur the expenses associated with the due diligence and other aspects of the loan transaction, US Geothermal shall pay Ormat $300,000 simultaneously with

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the execution of this Letter (the "First Advance Payment") and $200,000 (the "Second Advance Payment") simultaneously with the execution of the Loan Documents. If upon the Expiration Date (as defined below) the EPC Agreement has not been executed for any reason, then Ormat shall pay to US Geothermal the positive difference, if any, between the First Advance Payment and the out-of-pocket costs and expenses (including, without limitation, attorneys fees, consultant fees and travel related expenses) incurred by Ormat in connection with its negotiations with US Geothermal and others relating to the Project, the preparation and negotiation of the EPC Agreement and the Loan Documents or Ormat's due diligence investigation of US Geothermal and the Project (such difference, if any, the "First Advance Payment Excess"). If there is any First Advance Payment Excess at the time the parties enter into the EPC Agreement, such First Advance Payment Excess shall be credited towards the Lump Sum Price. US Geothermal shall not be obligated to pay the Second Advance Payment prior to the closing of the Bridge Loan, at which point the Second Advance Payment shall be credited towards the Lump Sum Price.

E.     Access

US Geothermal shall provide Ormat and Lender with complete and immediate access to any facilities, books and records that US Geothermal owns or that are otherwise related to the Project, and US Geothermal shall cause its employees, attorneys, accountants, consultants, and other agents and representatives (collectively, "Representatives") to cooperate fully with Ormat and Lender and their Representatives in connection with Ormat's and Lender's due diligence investigation of US Geothermal and the assets, contracts, liabilities, operations, and records of US Geothermal that relate to the Project. US Geothermal will arrange for all relevant materials necessary for Ormat and Lender to perform their due diligence to be organized and delivered to Ormat and Lender by Monday July 25, 2005.

F.     Exclusive Dealings

Prior to the Expiration Date of this Letter, US Geothermal, on behalf of itself and its officers, shareholders, directors, agents, employees, and contractors (collectively, "affiliates"), agrees to negotiate exclusively with Ormat regarding the engineering, procurement, equipment supply, and construction of the Power Plant and the terms of the EPC Agreement. US Geothermal will keep Ormat reasonably informed about any subcontractor or other third party contact with US Geothermal regarding services with respect to the Project.

G.     Disclosure

Except as required by law or the rules of any relevant securities exchange or by the request of any government agency, Ormat and US Geothermal shall cooperate with respect to the format, manner and content of any public announcement relating to the transactions contemplated by this Letter, and will further cooperate to issue an initial press release regarding the transaction following the execution of this Letter which shall be a joint press release.

H. Costs

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Each of US Geothermal (including Project SPE) and Ormat (including Lender) shall be responsible for and bear all its own costs and expenses (including any broker's or finder's fees) incurred in connection with the proposed transaction.

I.     Consents

Ormat and US Geothermal shall cooperate with each other and proceed, as promptly as is reasonably practicable, to seek to obtain all necessary consents and approvals from lenders, landlords and other third parties, and to endeavor to comply with all other legal or contractual requirements for or preconditions to the execution and consummation of the agreements and related documents contemplated by this Letter.

J.     Entire Agreement; Amendment

This Letter constitutes the entire agreement between the parties and supersedes all prior oral or written agreements, understandings, representations and warranties, and courses of conduct and dealing between the parties on the subject matter hereof. Except as otherwise provided herein, this Letter may be amended or modified only by a writing executed by all of the parties.

K.     Governing Law; Jurisdiction; Venue

This Letter shall in all respects be governed by and construed under the laws of the State of New York, without regard to the principles of conflict of laws.

L.     Notice

All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial delivery service, or mailed by registered or certified mail (return receipt requested) or sent via facsimile (with acknowledgment of complete transmission) to the parties at the addresses set forth in this letter (or at such other address for a party as shall be specified by like notice), with notice to be deemed effective when personally delivered, three business days after mailing or one business day after transmittal by facsimile. Notice to Ormat shall be accompanied by a copy to ▇▇▇▇▇ ▇▇▇▇, Esq., ▇▇▇▇▇▇▇ Coie LLP, ▇▇▇▇▇ ▇.▇. ▇^▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, facsimile: ▇▇▇-▇▇▇-▇▇▇▇. Notice to US Geothermal Inc. shall be accompanied by a copy to ▇▇▇▇ ▇▇▇▇▇▇, Esq., Stoel Rives LLP, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, facsimile: ▇▇▇-▇▇▇-▇▇▇▇.

M.     Termination

The expiration date (the "Expiration Date") of this Letter shall be August 10, 2005; provided however, that Ormat may in its sole discretion, by written notice to US Geothermal on or before August 10, 2005, extend the Expiration Date up to August 31, 2005. The Expiration Date may also be extended by the mutual agreement of the parties. This Letter will terminate on the earlier of (a) the Expiration Date, or (b) the mutual written consent of Ormat and US Geothermal. Unless otherwise agreed, any such termination shall not affect the liability of a party for breach of this Letter prior to such termination.

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N.     Binding Letter of Intent

In recognition of the significant costs to be borne by Ormat and US Geothermal in pursuing the transactions contemplated in this Letter and further, in consideration of their mutual undertakings as to the matters described herein, upon execution by US Geothermal of this Letter or counterparts thereof, this Letter will constitute the legally binding and enforceable agreement of Ormat and US Geothermal.

O.     Option on Phase Two

In the event that US Geothermal elects to pursue up to two additional 12 MW Power Plants in its phase two expansion of the Project, it shall have the option to acquire from Ormat, and Ormat shall have the option to provide to US Geothermal, the services provided by Ormat under the EPC Agreement with respect to such Power Plant or Power Plants for a lump-sum payment equal to the Lump-Sum Price. In the event that US Geothermal elects to pursue up a single 24 MW Power Plant in its phase two expansion of the Project in lieu of the two 12 MW Power Plants described in the previous sentence, US Geothermal shall have the option to acquire from Ormat and Ormat shall have the option to provide to US Geothermal the services provided by Ormat under the EPC Agreement with respect to such Power Plant for a lump-sum payment equal to (a) two times the Lump-Sum Price minus (b) a reasonable discount, determined by Ormat in its sole discretion, that reflects the economies of scale in performing EPC Agreement services for one 24 MW Power Plant instead of two 12 MW Power Plants. The services provided by Ormat with respect to the EPC Agreements described in this Section O shall be on similar terms and conditions as set forth in the EPC Agreement (excluding any Bridge Financing). Notwithstanding the foregoing, the amounts to be paid Ormat under this Section O shall be adjusted to reflect changes in applicable materials and labor prices, and the timing of Ormat's performance shall be determined when the definitive agreements are executed based on Ormat's then-existing commitments. The option provided to each of US Geothermal and Ormat under this Section O shall expire if US Geothermal and Ormat have not entered into definitive agreements reflecting the terms set forth in this Section O on or before July 1, 2008.

[Signature and Acknowledgement Page Follows]

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If the foregoing meets with your agreement, please sign and date this Letter in the space provided below to confirm the mutual agreements set forth herein and return a signed copy to the undersigned. This Letter will expire at 7:00 p.m., PDT, on July 23, 2005 if the undersigned has not received your signed copy of this Letter.

Very truly yours,

This binding Letter is hereby acknowledged and agreed as to the Binding Provisions:

[Signature and Acknowledgment Page to Binding Ormat/US Geothermal Letter of Intent]

Exhibit A – Specimen EPC Agreement

ENGINEERING, PROCUREMENT AND CONSTRUCTION AGREEMENT

between

and

Ormat Nevada Inc.

Dated as of [_________________]

TABLE OF CONTENTS

LIST OF EXHIBITS

ENGINEERING, PROCUREMENT AND CONSTRUCTION
CONTRACT

THIS ENGINEERING, PROCUREMENT AND CONSTRUCTION CONTRACT (the “Contract”) dated as of ________________ , 200__ is made by and between:

Company and Contractor (each individually, a “Party” and together, the “Parties”) agree as follows:

SECTION 1 – DEFINITIONS, INTERPRETATION AND CONTRACT DOCUMENTS

“Company Permits” means the Permits to be obtained by Company as described in Part 2 of Exhibit H and, other than the Contractor Permits, otherwise necessary for the construction, operation and maintenance of the Facility.
"Company's Representative" means the individual designated by Company pursuant to Section 3.2 to act as its representative under and with respect to matters related to this Contract.
"Contract" means this Engineering, Procurement and Construction Contract together with the Exhibits attached hereto, as the same may be amended or otherwise modified from time to time as permitted herein.
"Contract Price" means the total aggregate price payable to Contractor by Company as set forth in Exhibit B attached hereto and as adjusted pursuant to the provisions of this Contract.
“Contractor Permits” means the Permits to be obtained by Contractor as described in Part 1 of Exhibit H.
"Contractor's Representative" means the individual designated by Contractor pursuant to Section 2.3.2 to act as its representative under and with respect to this Contract.
"Correction Curves" means the correction curves as set out in Exhibit C used to adjust Facility performance from variations from the Design Conditions and/or other specified factors (e.g., degradation).
"Day" means a twenty-four (24) hour period beginning and ending at 12:00 midnight.
"Defect" means any Work that does not conform to the warranties set forth in Section 10.1 of this Contract.
"Defect Remedy Work" means Contractor’s repair or replacement of any Defect.
"Delayed Payment Rate" means a per annum rate of interest equal to the lesser of (i) LIBOR plus four percent (4%) and (ii) the maximum rate permitted by applicable Law.
"Design Conditions" means the design operating conditions for the Facility as set forth in Exhibits A and/or C.
"Documents" means any design, drawing, certificate, specification, report, studies, model, program, record, pattern, sample, written information and data and other document of whatever nature (including a record thereof in software form).
"Dollars" or "$" means the lawful currency of the United States of America.
"Drawings" means Facility drawings and system descriptions contained in Exhibit C.
"Effective Date" means the date of this Contract.
"Facility" means _____________________.
"Final Acceptance" means satisfaction or waiver by Company or deemed satisfaction of the Work requirements identified in Section 7.1.
"Final Acceptance Certificate" means a written certificate from Company confirming that the Work requirements identified in Section 7.1 have been completed.
“Final Acceptance Date” means the date upon which Final Acceptance occurs or is deemed to have occurred.
“Final Acceptance Notice” means a written notice from Contractor confirming that the Work requirements identified in Section 7.1 have been completed.
"Force Majeure" means any war, declared or not, invasion, armed conflict or act of public enemy, blockage, embargo, revolution, insurrection, riot, civil commotion, act of terrorism, or sabotage provided that any such event occurs within or directly involving the United States or any individual state, or any other country from which machinery, equipment or material for the Facility are procured or transported through, an act of God, including but not limited to lightning, fire, earthquakes, volcanic activity, floods, storms or unusual weather conditions, cyclones,

typhoons, or tornadoes, labor disputes including strikes, or slowdowns, or lockouts that extend beyond the Facility or are widespread or nationwide, or any other event or circumstances or combination of event(s) or circumstances beyond the reasonable control of a Party.
"Governmental Authority" means any local, state, regional, central or national government administrative, judicial or executive organs or any similar foreign or multinational entity that has or purports to have or asserts or attempts to assert, jurisdiction to legislate, decree, adjudicate or enforce any decision related to, or bearing on, the Facility or the Work.
“Guaranteed Completion Date” means the Guaranteed Completion Date identified in the Schedule, as the same may be amended from time to time in accordance with this Contract.
“Information” means any Drawings or other information furnished directly or indirectly by the other Party hereto in connection with the Contract and the Project whether such Information has been furnished prior to, during or following termination of the Contract in connection with the performance of this Contract.
"Insolvency Event" means the bankruptcy, insolvency, liquidation, administration or other receivership or dissolution of a Party and any equivalent or analogous Proceedings by whatever name known and in whatever jurisdiction and any step taken (including the presentation of a petition or the passing of a resolution) for or with a view to any of the foregoing.
"Law" means any federal, state, commonwealth, local or other constitution, charter, act statute, law, ordinance, treaty, resolution, directive (to the extent having the force of law), code, rule, regulation, order, specified standards or objective criteria contained in any applicable permit or approval, which standards or criteria must be met in order for the Facility to be constructed and operated lawfully, and other legislative or administrative action of any Governmental Authority, or a final decree, judgment or order of a court, or any applicable engineering, construction, safety or electrical generation code.
"Liability" shall mean any fine, penalty, damage, loss, cost, claim or expense or other liability (including any related fees, expenses and disbursements of a Party's counsel).
"LIBOR" means the London Interbank Offered Rate displayed at or about 11:00 a.m. London Standard Time on the ▇▇▇▇▇▇ monitor screen on page _______ in London.
"Major Subcontractor" means any Subcontractor engaged directly by Contractor to perform Work at the Site, whose Subcontract is of a value in excess of $1,000,000.
"Materials" means all equipment, supplies, apparatus, instruments, machinery, parts, tools, components, appliances, spare parts and appurtenances thereto to be supplied under this Contract by Contractor as described in or required by the Scope of Work.
"Milestone Payment Schedule" means the payment schedule for payment of the Contract Price as set forth in Exhibit B.
"Month" means a period beginning at 12:00 midnight on the last Day of the preceding calendar month and ending at 12:00 midnight on the last Day of the calendar month.
"MW" means megawatts.
"Net Power Output" means all of the electrical power, in kilowatt hours, as measured at the measuring interface point, as defined in Exhibits A and C.
"Operation and Maintenance Manual" means the operation and maintenance manual to be provided by Contractor to Company pursuant to Section 9.6.
"Performance Guarantee" means the guaranteed level of Capacity to be attained as specified in Exhibit D.
"Performance Test" means the Capacity test described in Exhibit D to be carried out to determine whether the Performance Guarantee has been attained.

"Permits" means the permits, approvals and licenses required from Governmental Authorities necessary for the construction, operation and maintenance of the Facility and the performance of the Work.
"Proceeding" means any claim, suit, demand, allegation, arbitration, dispute or other action process, or proceeding whether actual or threatened.
"Project" means ________________.
"Punchlist Items" means unfinished items of Work (such as Spare Parts, painting, fine-finish grading or clean-up, updating of Drawings, manuals or other Documents) the lack of which or the failure of which to complete (considered individually or in the aggregate of all Punchlist Items) does not or will not adversely affect the, safety or integrity of the Facility and does not impact the performance of the Facility.
"Schedule" means the completion schedule for the Facility, including the Guaranteed Completion Date, as set forth in Exhibit F, as it may be amended from time to time as set forth in this Contract.
"Scope of Work" means the specific delineation of items of Work to be performed by Contractor as set forth in Exhibit A.
"Site" means the site more specifically described in Exhibit C, together with spaces, tunnels, canals, mooring rights, reservoirs, waterways, surface water, ground water, diversion weirs, roads, easements, privileges, access rights, rights-of-way and other rights and interests in land and water acquired or to be acquired by Company to develop, engineer, build, own, operate or maintain the Facility and appurtenant facilities, including any associated working and laydown areas for Contractor.
"Spare Parts" means the spare parts for the Facility to be provided by Contractor as part of the Work as described in the Scope of Work.
"Specifications" means the performance specifications and standards for the Facility and the performance of the Work as set forth in Exhibit C.
"Subcontract" means an agreement between Contractor and a Subcontractor for the performance of any portion of the Work.
"Subcontractor" means any person or entity, other than Contractor's employees, engaged by Contractor to perform any part of the Work, including the provision of services or the supply of goods or Materials.
"Tax" means any present or future tax, charge, levy, impost or duty of any kind whatsoever, or any amount payable on account of or as security for any of the foregoing, imposed by any Governmental Authority together with any penalties, additions, liens, surcharges and interest relating thereto.
"Warranty Period" shall have that meaning given to it in Section 10.2.
"Work" means all of the work, services and other duties, obligations and responsibilities that are to be carried out by or under the direction of Contractor pursuant to this Contract, including that work specifically described as Contractor liabilities in the Scope of Work.

In the event of any conflict between this document and any Exhibit hereto, the terms and provisions of this document, as amended from time to time, shall control. In the event of any conflict among the Exhibits, the order of the Exhibits as stated above shall control.

SECTION 2 - CONTRACTOR RESPONSIBILITIES

SECTION 8 - CHANGES IN THE WORK

SECTION 9 - DESIGN AND DOCUMENTATION

The Warranty Period with respect to any item of the Work that is repaired, replaced, modified, or otherwise altered by Contractor pursuant to Section 10.3 below shall be extended to the longer of:

entitled to cause its insurers or agents to provide to Company the certificates of insurance evidencing its builders all risk policy only when the relevant risk arises. Failure by a Party to obtain the insurance coverage or certificates of insurance required by this Section 13 shall not in any way relieve or limit such Party’s obligations and liabilities under this Contract, nor shall the failure of any insurance company for any reason to pay claims accruing with respect to such Party’s insurance, affect, negate or release such Party from any of the provisions of this Contract, including such Party’s indemnity obligations. The insurance coverages to be provided by each Party pursuant to this Section 13 are not intended to, and shall not in any manner, limit or modify such Party’s obligations under this Contract, except to the extent any proceeds of such insurance are applied in satisfaction of such Party’s obligations. If a Party shall fail to procure or maintain its insurances, then the other Party shall have the right (but shall not be obligated) to provide and maintain such insurance at the defaulting Party’s expense and to deduct the cost thereof from any amount or amounts due to the other Party or in the event there are no such amounts due and payable, the defaulting Party shall reimburse the other Party for such costs on demand.

SECTION 14 - DISPUTE RESOLUTION

SECTION 16 - ASSIGNMENT

source of payment to Major Subcontractor’s satisfaction, following any termination of this Contract.

set forth in Section 14 or (ii) the aggregate amount of the Contract Price payments being withheld by Company, whether or not deposited in the above-referenced account, equals _______ Dollars (US$ ________ ). Such suspension shall continue for the period specified in the suspension notice.

SECTION 20 – FORCE MAJEURE

Nothing contained in this Contract shall be construed (a) to authorize either Party hereto to act as agent for the other Party or to permit a Party hereto to undertake any contract or other obligation for the other Party or (b) to create any agency, partnership, joint venture or other joint relationship between the Parties.

Exhibit B
Bridge Loan

Summary of Terms and Conditions

     Set forth below is a summary of the terms and conditions for the Bridge Loan to be used to finance a portion of the Project described in the Binding Letter of Intent to which this Summary is attached. Capitalized terms used in this Summary have the meanings given to them in the Binding Letter of Intent unless otherwise defined herein.

XXIV.     PARTIES

XXV.     TYPE AND AMOUNT OF CREDIT FACILITY