Letter of Intent



 Exhibit 10.12 
  
 

 
  
 August 5,
2005                     
  
 CONFIDENTIAL 
  
 Mr. Henk H. Jelsma 
 President 
 RadNA 
 17835 Kuykendahl Rd., Suite 206 
 Spring, Texas
77379 
  

	Re:	Letter of Intent 

  
 Gentlemen: 
  
 This letter of intent by and between Blast Energy Services, Inc., a California corporation (“Blast”), and RadTech North America, a Texas Company (“RadNA”) sets forth the proposed relationship
between the parties. 
  

	 	1.	Overall Structure. Our goal is to establish a joint venture through formation of a new entity Newco (“the Company”) to be jointly owned by Blast and RadNA.
Our initial belief as to the overall structure and purpose of the venture is set forth in the attached Term Sheet, which would need to be properly documented in definitive agreements. 

  

	 	2.	Negotiations. We agree to negotiate to determine if the joint venture will be appropriate for the parties. You agree to not negotiate or enter into or continue
discussions with any other person or company or solicit or encourage, directly or indirectly, or furnish information to any other person or company, with respect to a similar business arrangement, during the thirty (30) days following the date this
letter is accepted by you. 

  

	 	3.	Confidentiality of Negotiations. The parties shall use their respective best efforts to maintain at all times as confidential information the fact that you or we have
executed this letter, the terms of this letter and the existence and content of any negotiations between us except that both parties may (i) inform advisors, counsel, and employees with a need to know as each party deems necessary, and (ii) make
appropriate disclosures if required by applicable securities law 

  

	 	4.	Governing Law. This letter shall be governed by the substantive laws of the State of Texas, U.S.A. 

  

	 	5.	Entirety. This letter constitutes the entire understanding and agreement between the parties hereto and their affiliates, with respect to its subject matter and supersedes
all prior or contemporaneous agreements, representations, warranties and understandings of such parties (whether oral or written). No promise, inducement, representation or agreement, other than as expressly set forth herein, has been made to or by
the parties 

  

 14550 Torrey Chase Blvd., Suite 330 • Houston, TX 77014 • 281.453.2888 Fax 281.453.2899










	 	6.	hereto. This letter and its exhibit hereto may be amended only by written agreement, signed by the parties to be bound by the amendment. Parol evidence and extrinsic evidence
shall be inadmissible to show agreement by and between such parties to any term or condition contrary to, or in addition to, the terms and conditions contained in this letter and its exhibit. 

  

	 	7.	Construction. This letter shall be construed according to its fair meaning and not strictly for or against either party. This letter does not, and is not intended to
impose any binding obligations on the parties, except as provided in Sections 2 and 3 above. 

  

	 	8.	Final Approval. This letter and the final agreement as negotiated by the parties and all the provisions therein are subject to final approval of the Boards of
Directors of Blast and RadNA and any required shareholder approval. 

  
 If the terms and conditions of this letter are acceptable, please sign and return to us a copy of this letter so that we can move forward with our discussions. 
  

			
	Very truly yours,
	
	Blast Energy Services, Inc.
		
	By:	 	 /s/ David M. Adams 8/5/05


	Name:	 	David M. Adams
	Title:	 	President & Co-CEO


  
 Accepted and Agreed: 

 

			
	  


		
	By:	 	 /s/ Henk H. Jelsma 8/6/05


	Name:	 	Henk H. Jelsma
	Title:	 	President of RadNA

  

 14550 Torrey Chase Blvd., Suite 330 • Houston, TX 77014 • 281.453.2888 Fax 281.453.2899