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LETTER OF INTENT <br />BY AND BETWEEN LA PLATA COUNTY COLORADO AND <br />OAKRIDGE ENERGY, INC. <br />January 25, 2010 <br />This letter contains the proposed terms and conditions of an agreement between <br />the Board of County Commissioners of La Plata County, Colorado and Oakridge Energy, <br />Inc., a Utah corporation ("Oakridge") and the title owner of approximately 1,866 acres of <br />land located on the Ewing Mesa adjacent to the City of Durango, Colorado ("Oakridge <br />Property'), This letter is intended as art expression of the mutual intent of the parties as to <br />certain aspects of the proposed transaction. The parties, however, agree that there are <br />material terms as to which agreement has not been reached. The parties also agree that this <br />letter is not intended to be, and is not construed by either party to be, a definitive contract <br />and that this transaction is subject to the delivery and execution of a final single or series of <br />written agreement(s) satisfactory to the parties and their respective attorneys. <br />1. County Road Plans. The County is the owner and responsible for <br />maintenance of La Plata County Road System. The County desires to obtain rights of <br />way for future development of County roads from Grandview and the Dominguez <br />Drive/US Highway 160 intersection. <br />2. General Agreement by County. <br />,a, f The County acknowledges the existence of the Oakridge current plat of 35 <br />acre parcels and the desire of Oakridge to maintain flexibility for future development of <br />the Oakridge Property. <br />b. The County agrees that Oakridge and the Oakridge Property would have <br />direct and convenient access (subject to County code safety standards) to any county <br />roads dedicated and developed on the Oakridge Property. <br />C. The County agrees that Oakridge and utility providers would be given the <br />opportunity, subject to then existing County permitting requirements, to locate utilities <br />within any dedicated right of way for the proposed county roads. <br />d. The County agrees to solicit cooperation from the Colorado Department of <br />Transportation, the City of Durango and third party property owners to develop the roads <br />as described below and the County agrees to accept for maintenance those portions that <br />are county roads until such time as the responsibility for maintenance is assumed by <br />another government entity. <br />3. General Agreement by Oakridge. <br />a. The dedications of rights of way for county roads shall be in the form of <br />permanent easements (rather than transfer of fee ownership).