Here's a first stab at the LOI.  I just guessed on the attachment.  

I have a couple of questions:

Any thought as to how we get/split money (other than the obvious up side for 
us)?

Do we want to work toward a "Project Development Agreement" which will set 
forth the basis for how we develop projects on a project-by-project basis? Or 
do you envision a different next step?  

Talk to you soon,

Kay