EX 10.11
RENTECH, INC.
March 4, 1999
Mr. Luiz Carlos De Queiroz
BC Projetos
Av. Marechal Floriano, 45/10 and.
Rio de Janeiro, RJ CEP 20080-003
RE: Memorandum of Understanding
Dear Luiz:
The purpose of this letter is to set forth an agreement between BC
Projetos Ltda. and Rentech Inc. for the purpose of exploiting the
opportunities in Brazil for use of the Rentech Fischer-Tropsch
Technology. This letter will address the following subjects:
$ Background of the situation
$ The Petrobras/TDA project
$ BC Projetos role and Rentech relationship
BACKGROUND OF THE SITUATION
Rentech is actively pursuing an opportunity with Petrobras for an
evaluation of the use of the Rentech Technology in the Amazon region to
convert stranded natural gas, currently being re-injected, to a clean
liquid fuel for distribution in the region. BC Projetos has
relationships with Petrobras and has assisted Rentech in setting up
meetings and presentations to Petrobras.
It is the intention of Rentech that the initial feasibility work be
funded by the U.S. Trade and Development Agency (TDA) which will require
a detailed proposal and approval for funding.
Rentech and BC Projetos have had several conversations and meetings
regarding the possible mutual advantages of working together on projects
in Brazil and specifically targeting the Petrobras project for the
Amazon.
THE PETROBRAS/TDA PROJECT
Petrobras is the national energy company that controls all the natural
gas and oil in Brazil. They have significant natural gas reserves in the
Amazon region that they re-inject because there is no transmission or
distribution infrastructure. A number of studies have been completed for
the utilization of this resource. These studies include a transmission
pipeline, conversion to LNG for shipping out of the region, and power
generation. It is our understanding that those options have
not proven economical.
Rentech is proposing that a feasibility study be undertaken to consider
the application of the Rentech Fischer-Tropsch Technology. Followed by a
detailed conceptual study. Should the project prove to be economical
upon completion of the detailed conceptual study then Rentech and BC
Projetos would seek a project owner and developer.
The funding for the feasibility and detailed conceptual work would be
through a grant from the U.S. Trade and Development Agency.
BC PROJETOS ROLE AND RENTECH RELATIONSHIP
BC Projetos is an engineering firm in Brazil with years of experience and
a well-qualified process engineering staff. BC Projetos also has
relationships with Petrobras that can assist Petrobras in moving forward
with the proposed project as well as other potential projects that
could utilize the Rentech Technology.
Rentech proposes that this letter set up a relationship with BC Projetos
for projects in Brazil. BC Projetos would be the engineer of preference
in Brazil for Rentech with the role of BC Projetos defined as follows:
Marketing support for Rentech in Brazil including:
$ Identification of potential projects.
$ Setting up meetings for Rentech with Brazilian clients.
$ Identification of potential partners for project and
financing structures in Brazil.
$ Proposal translation and submittal for projects in Brazil.
Engineering support for projects in Brazil including:
$ Feasibility engineering.
$ Data gathering.
$ Preliminary flow sheets and process material balances.
$ Site tours and reviews, development of plot plans.
$ Soils analysis and sampling.
$ Environmental permit process and review.
$ Environmental permits applications.
$ Local material and construction cost estimating.
$ Government regulations on importing and taxing of process
plan equipment.
During the marketing phase on any project, BC Projetos would pay for its
own marketing expenses and Rentech would pay for its own marketing
expenses. Once a project is defined and a client has awarded a contract
to either BC Projetos or Rentech, then each party will receive payment
for their respective services pursuant to a mutually negotiated contract
between them.
The U.S. TDA places restriction on payments of grant monies to foreign
engineering companies of 25% of the grant. Accordingly the Petrobras/TDA
project that has been targeted would have BC Projetos working with a U.S.
Engineering firm. Rentech will use its best efforts to negotiate a scope
of work with the U.S. Engineering firm that would provide the maximum
services for BC Projetos.
Should Rentech receive any interest by parties in Brazil, those would be
shared with BC Projetos and a mutual response and follow up would be
developed. Rentech will provide marketing material and technical
information to BC Projetos in support of their marketing and engineering
efforts.
It is understood that neither Rentech nor BC Projetos can control the
clients and should a client desire to use a competing Fischer-Tropsch
technology, BC Projetos is free to provide the engineering for the client
using that specific technology. Likewise, should the client prefer to
use an alterative engineering firm, together with the Rentech Technology,
then Rentech has the right to provide the technology and work with the
client's designated engineer. However, both Rentech and BC Projetos will
diligently and in good faith attempt to convince the client of our team
strength and preference for working together.
Any disputes arising under this Memorandum of Understanding would be
settled through arbitration under the rules of the American Arbitration
Association.
Should you have questions please call.
Very truly yours
Rentech, Inc.
/s/
by Richard Sheppard
Director for GTL Marketing
Read, Acknowledged and agreed to by:
BC Projetos
/s/
8 MAR 99
______________________________________ _________________
Signature
Luiz Carlos De Queiroz
Director