Mr.
Wendell Kersey


Owner


Enviro
Builders, LLC


345
Airport Road


Montezuma,
Georgia


 


Re:Indication
of Intent


 


Dear
Mr. Kersey:


 


Pursuant
to our conversations, NuState Energy Holdings, Inc. (“NSEH”) is pleased to submit this confidential, indication of
intent to enter good faith negotiations with Enviro Builders, LLC (the “Company”) related to the Enviro Builders Smart
Steel distribution agreement, as related to the manufacturing operations of Enviro Builders, LLC (the “Transaction”).


 


NSEH,
located at 401East Las Olas Blvd Suite 130 Ft Lauderdale, FL 33301 is a publically traded company under the laws of the State
of Florida that provides expertise and leadership in the development, financing and management of business’ looking to expand.


 


1.
Structure and Value


 


	 	(a)	This
    indication of interest is based on NSEH’s October 25, 2016 visit to Enviro Builders’ plant operations, review
    of investment opportunities and further discussions to date.
	 	 	 
	 	(b)	Further,
    Enviro Builders, LLC is prepared to offer NSEH, its agents or assigns, a commission payment in the amount of .80 cents for
    each sq. ft. of panel presented for manufacturing.
	 	 	 
	 	(c)	Further,
    Enviro Builders, LLC is prepared to offer NSEH an international distributorship agreement for the Bahamas and designated areas
    approved by Enviro Builders.


 


This
agreement shall be executed as follows: Enviro Builders will fully execute exclusive distributorship agreement and panel sales
commission agreement.


 


2.
Timing and Due Diligence


 


NSEH
understands that time is of the essence. The NSEH and Enviro Builders, LLC agrees to proceed with due diligence immediately upon
execution of this indication of intent. Enviro Builders, LLC will give access to NSEH, its management team, its accountant and
its bookkeeper during normal business hours and after reasonable notice. The NSEH must execute a Confidentiality, Nondisclosure
and Non-Use Agreement satisfactory to Enviro Builders, LLC prior to disclosure of Enviro Builders patents, trade secrets, manufacturing
processes, and business accounts.


 


The
NSEH’s due diligence team may be comprised of financial advisors, legal counsel and other resources experienced in transactions
of this nature. NSEH will be responsible for all respective expenses associated with due diligence and the negotiation and drafting
of definitive purchase agreement, license agreement and other Transaction documents.


 





 




    	 	 	 



    	 



    


 





 


3.
Agreements


 


Completion
of this Transaction is subject to the following:(i) Execution of a Distribution Joint Venture Agreement between Enviro
Builders, LLC and NSEH; and (ii) Execution of a commissions sales agreement for the benefit of NSEH.


 


The
management teams of NSEH and Enviro Builders, LLC will enter into other agreements on such terms as may be agreed upon by the
individuals and the entities, including, but not limited to:


 


(1)
A sales commission agreement to provide assistance with the promotion of the Enviro Builders products and goodwill in the United
States and abroad;


.





.





 


4.
Confidentiality, Non-Disclosure and Announcements


 


Neither
party, nor any of its employees, representatives, or agents, may disclose to any third party any confidential or proprietary information
learned about the other party’s business activities, assets, management or employees during the course of this Transaction,
except as required by applicable law. In the event the parties are unable to agree on the specifics of this Transaction, each
party will return all confidential information of the other party obtained during the due diligence process and negotiations.


 


Unless
required by law, neither NSEH nor Enviro Builders will make any public disclosure regarding the existence or subject matter of
this indication of intent without the consent of the other party. The parties will mutually agree upon the form of any press release
or announcement to their employees and affiliates regarding this Transaction.


 


5.
Standstill


 


This
indication of intent is intended to create a standstill period during the period set aside for the due diligence period immediately
following the signing of this document for up to 30 days.


 


6.
Indication of Intent


 


This
letter is intended as indication of interest in completing the Transaction described herein, but does not constitute a binding
agreement by the parties, except with respect to confidentiality, non-disclosure and announcements (Paragraph 4) and selection
of law and venue (Paragraph 6). Enviro Builders nor NSEH is not obligated by this letter to commence, continue or complete negotiation
of the Agreements in this letter. Any commitment to complete this Transaction is subject to the negotiation, execution and delivery
of the Agreement listed and identified in paragraph 3, the Agreements paragraph of this letter.


 





 




    	 	 	 



    	 



    


 





 


Enviro
Builders, LLC looks forward to working with NSEH on this Transaction. If you desire any clarification of this indication of interest
or additional information, please do not hesitate to contact Quinton N. Robinson at (703) 975-4466 or Wendell Kersey at (478)
972-6852. If the Company is agreeable to moving forward with the Transaction under the terms set forth in this letter, please
sign and return a copy of this letter to the address provided above.


 


This
letter is valid if signed and returned on or before November 11, 2016.


 


	NuState
    Energy Holdings, Inc	 
	 	 
	/s/
    Kevin Yates	 
	Kevin
    Yates, CEO	 
	 	 
	Enviro
    Builders, LLC.	 
	 	 
	/s/
    Wendell Kersey	 
	Wendell
    Kersey, Owner