EMAIL DETAILS

Eric:


Thanks for note and detailing your thoughts and immediate opportunities.
I will plan on giving you a call today to discuss your thoughts below,
as our go-forward model for the remainder of the year is consistent with
our previous discussions. Basically, we have moved to a non-retainer
model for partners whose primary objective is "business development /
corporate development" focused, which I believe is now the primary focus
of our efforts (as we discussed). Therefore, I would suggest a
"non-retainer" model in terms of moving forward - as you have
communicated differently below, let's chat (again, I will give you a
call today).


Again, thanks for note and will call you back today. Take care.


Regards,

Matt


Matt A. Thornton
SVP - Corporate Development & Strategy

601.362.1780, ext. 1070 O
601.214.8940 C
601.362.1787 F
888.362.1780 TF

SmartSynch | The Smart Grid Intelligence Company(tm)
One of the Most Intriguing Green Tech Innovators in America |
BusinessWeek


________________________________

From: Eric Schwerin [mailto:eschwerin@rosemontseneca.com]
Sent: Thursday, July 22, 2010 6:29 PM
To: Matt Thornton
Cc: Hunter Biden
Subject: Follow Up


Matt-


Good talking to you earlier this week. I am confident we can find a
mutually beneficial way to work together over both the short and long
term.


As we discussed, from our point of view and from our recent experiences,
the ideal relationship would involve some mix of retainer, percentage of
sales and equity investment. A straight percentage of sales
relationship usually doesn't work well as we find that neither side will
prioritize it high enough if there is not some retainer dollars going
out and coming in on both sides. At the same time the equity investment
piece should hopefully be important to each of us. As we discussed, the
Rosemont Solebury Fund would like to consider making a co-investment in
the next round. As an investor, it is a lot easier for us to promote
SmartSynch than if it is a straight client/consultant relationship. And
hopefully, it will be beneficial to you as well to have the Rosemont
fund as even a small strategic investor in SmartSynch for a variety of
reasons.


As far as the scope of work going forward, I think it makes sense to
focus on a few projects that hold the potential for the biggest sales
and the best partnerships long term for SmartSynch.


In the near term, we believe there are promising opportunities we have
been following up on with Wal-Mart (our team will be going down to
Bentonville on Monday to meet with their Sustainability Team) and
Comcast (Daniel Herscovici, who is VP for Strategy and Business
Development would like to set up a time to talk to you further). In
addition, NY Governor Paterson has expressed an interest in meeting with
you to discuss some opportunities to deploy smart meters in the state.
We would also like to do things like include SmartSynch in a small
networking dinner we are in the process of putting together in September
around the Clinton Global Initiative meetings in New York. Getting you
up to NY for an event like that would be a far more efficient use of
your time in that it will allow you to meet a number of potential
partners at one time rather than scheduling one-off trips for one
meeting. This could also be a good opportunity to get you in front of
Governor Paterson as well if we haven't been able to do so before then.


This immediate focus would not preclude us from following up with others
that we have already reached out to on your behalf, but obviously we
want to focus on the ones above where there seems to be the most near
term promise. I think we can still be helpful with Google, University
of Delaware, IBM and others, but we should immediately focus on the near
term contacts above and move down the list as we are successful or
eliminate one of them if it shows less promise than we thought. In
addition, there are number of international opportunities that have been
presented to us in the Smart Grid space and it would be worth discussing
them as those could hold some real promise long term but obviously that
takes a greater time commitment so we would only want to focus on the
biggest ones.


Based on the above we would propose that for the remainder of 2010 that
our monthly retainer be $7500 a month and that we receive a percentage
of sales commensurate with your standard re-seller agreements. This
will allow us to focus on the contacts we have made on your behalf to
this point and by the end of the year we will know if this model works
well for both of us. Hopefully, we will also know if the status of any
investment from the Rosemont Solebury co-invest fund by then as well.


We appreciate your interest in being flexible. I know we both know that
there is real potential for success if we continue the relationship and
hope this is a model that is economically beneficial for both of us. In
addition, we enjoy working with you and Stephen and the rest of the
team.


Let us know your thoughts after you are able to review and discuss
internally.


Best,

Eric


Eric D. Schwerin

Rosemont Seneca Partners, LLC

1010 Wisconsin Ave., NW

Suite 705

Washington, DC 20007

(202) 333-1880

eschwerin@rosemontseneca.com <x-msg://59/eschwerin@obblaw.com>

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