**EXHIBIT 10.7****LETTER OF INTENT**     ThisLetter of Intent (“Agreement”) is entered into this 14th day of April 2006 byand between TRICELL, INC., a Nevada corporation (“Tricell”), JAMES REED, a UnitedKingdom resident (“Reed”), NEIL PURSELL, a United Kingdom resident (“Pursell”), JOHN SUMNALL, aUnited Kingdom resident (“Sumnall”), NEIL PROCTOR, a United Kingdom resident (“Proctor”), (Reed,Pursell, Sumnall and Proctor shall be collectively referred to as the “N2J Shareholders” orindividually as a “N2J Shareholder”), and N2J LIMITED, a United Kingdom limited company (“N2J”).This Agreement sets forth, in principle, the terms under which Tricell will acquire all of theoutstanding equity of N2J from the N2J Shareholders under the terms set forth in Exhibit A, whichis hereby incorporated by reference.     This Agreement is to serve as the basis for a definitive stock purchase agreement (“SPA”) thatwill be entered into between Tricell, N2J and the N2J Shareholders. This Agreement will terminateon May 15, 2006 (“Termination Date”), unless both parties mutually extend the Termination Date.1. This Agreement is binding as to Tricell, N2J and the N2J Shareholders; the final terms ofthe agreement will be incorporated into the SPA. The SPA will contain, in addition to theconditions and terms therein, all covenants and representations necessary to protect and satisfyall parties.2. Prior to the consummation of the transaction contemplated herein, Tricell, N2J and theN2J Shareholders will cooperate with each other in the exchange of information necessary tonegotiate the SPA.3. Tricell is a corporation duly organized and validly existing, under the laws of the Stateof Nevada, with corporate power to own property and carry on its business as it is now beingconducted.4. N2J is a limited company under the laws of the United Kingdom, with corporate power toown property and carry on its business as it is now being conducted.5. This Agreement has been duly executed by all parties and the execution and performance ofthis Agreement will not violate, or result in a breach of, or constitute a default in anyagreement, instrument, judgment, decree, or order to which any party is subject, nor willsuch execution and performance constitute a violation or conflict of any fiduciary duty towhich either party is subject.6. A party to this Agreement will notify all other parties if, subsequent to the datehereof, that party incurs obligations which could compromise its efforts and obligationsunder this Agreement.
 

 
7. Tricell, N2J, and the N2J Shareholders agree to work in good faith expeditiously towardsa closing. N2J and the N2J Shareholders agree that neither, until the earlier of the closingor the withdrawal of the SPA or Termination Date, will take any action to solicit, initiate,encourage or assist the submission of any proposal, negotiate or offer from any person orentity other than that of Tricell.8. This Agreement contains the entire agreement between the parties with respect to thetransaction contemplated by this Agreement. This Agreement may be executed in any number ofcounterparts but the aggregate of the counterparts together constitute only one and the sameinstrument. If a party signs this Agreement and transmits an electronic facsimile of thesignature page to the other party, the party who receives the transmission may rely upon theelectronic facsimile as a signed original of this Agreement.9. In the event that any one or more of the provisions contained in this Agreement, for anyreason, are held to be invalid, illegal, or unenforceable in any respect, such invalidity,illegality or unenforceability shall not affect any other provisions of this Agreement, butthis Agreement shall be constructed as if it never contained any such invalid, illegal orunenforceable provisions.10. The validity, interpretation, and performance of this Agreement shall be controlled byand construed under the laws of Nevada.11. If any action at law or in equity, including an action for declaratory relief, isbrought to enforce or interpret the provisions of this Agreement, the prevailing party shallbe entitled to recover actual attorneys’ fees from the other party. The attorneys’ fees maybe ordered by the court in the trial of any action described in this paragraph or may beenforced in a separate action brought for determining attorneys’ fees.12. The parties hereto shall cooperate with each other to achieve the purpose of thisAgreement and shall execute such other and further documents and take such other and furtheractions as may be necessary or convenient to affect the transactions described herein.13. The execution and performance of this Agreement has been duly authorized by allrequisite corporate action of both parties.14. Each Party hereby acknowledges that they had a full opportunity to seek legal and taxassistance of their own choosing prior to the execution of this Agreement, and that they have doneso, or have expressly waived their right to such assistance and counsel.
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15. Any notice or other communication required or permitted by this Agreement must be inwriting and shall be deemed to be properly given when delivered in person to an officer ofthe other party, when deposited in the United States mails for transmittal by certified orregistered mail, postage prepaid, or when deposited with a public telegraph company fortransmittal or when sent by facsimile transmission, charges prepaid provided that thecommunication is addressed:       In the case of N2J: N2J Limited    33 Lawton Street    Congleton, Cheshire CW12 1RU    United Kingdom    Attention: Neil Pursell       with copies to:                In the case of N2J Neil Pursell  Shareholders: 33 Lawton Street    Congleton, Cheshire CW12 1RU    United Kingdom       with copies to:                In the case of Tricell: Tricell, Inc.    6 Howard Place    Stoke-on-Trent Staffordshire ST1 4NQ    United Kingdom    Attention: Andre Salt       with copies to:   Woltjen Law Firm    4144 North Central Expressway, Suite 410    Dallas, Texas 75204    Attn: Kevin Woltjen    Tel: (214) 742-5555    Fax: (214) 742-5545
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     IN WITNESS WHEREOF, the parties have executed this Agreement on the date first writtenabove.       TRICELL, INC., N2J LIMITED,  a Nevada corporation a United Kingdom limited company           By: /s/ Andre Salt   By: /s/ Neil Pursell             Name: Andre Salt   Name:  Title: Chief Executive Officer   Title:                   NEIL PURSELL,        a United Kingdom resident                   /s/ Neil Pursell                 Neil Pursell                   JOHN SUMNALL,        a United Kingdom resident                   /s/ John Sumnall                 John Sumnall                   NEIL PROCTOR,        a United Kingdom resident                   /s/ Neil Proctor                 Neil Proctor                   JAMES REED,        A United Kingdom resident                   /s/ James Reed                 James Reed  
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EXHIBIT ATERMS OF PROPOSED ACQUISTION OF N2J   Consideration: Tricell will acquire 100% of N2J from the N2J Shareholdersin exchange for 210 million shares* (the “Shares”) ofTricell’s common stock. The N2J Shareholders will split theShares equally at 52.5 million shares apiece.   Issuance Dates: Tricell will issue 160 million of the Shares onthe closing date of the N2J acquisition. Tricell will issuethe remaining 50 million Shares on January 1, 2007.   Put Option: 120 million of the Shares (“Put Shares”) will be subject toput options (“Put Options”). The Put Options provide eachN2J Shareholder the unilateral option to put, or sell, toTricell 3.75 million shares each month for a period of 8months following the execution of the SPA (“Put OptionPeriod”), for a total monthly repurchase of 15 millionshares by Tricell. However, the Put Options will beavailable only if N2J satisfies the N2J Profit Requirement.     In order for the N2J Shareholders to exercise their Put Options during thePut Option Period, N2J’s profits for the exercise month must meet or exceed$1.5 million (“N2J Profit Requirement”). However, N2J may satisfy this N2JProfit Requirement subsequently by achieving aggregate net profits such thateach completed month of the Put Option Period averages at least $1.5 millionin profit per month. Therefore, in the event N2J does not meet the N2JProfit Requirement in any month during the Put Option Period, the N2Jshareholders’ right to exercise their Put Options will be reduced on apro-rata basis. However, when and if the N2J Profit Requirement issubsequently met, the N2J Shareholders will regain any and all Put Optionsthat had previously been reduced.     In the event the N2J Profit Requirement is met and each N2J Shareholderexercises the Put Option for said month or any prior month where the PutOption was not exercised, Tricell will be obliged to repurchase for eachmonth of the Put Option Period 10 million shares at $0.11 per share. If onDecember 31, 2006, N2J total net profits are less than $18 million, the N2Jshareholders will return to Tricell the corresponding percentage of the PutShares equal to the proportion of total N2J Profit Requirement not met. Netprofits shall equal, for purposes of this Agreement, the gross revenues ofN2J, as an operating subsidiary of the Company, from the sale of productsless (a) cost of goods sold, (b) rent and utilities, (c) direct labor andsalary costs, (d) cost of internal accounting and bookkeeping, and (f)repayment of any financing incurred specifically to allow for the purchaseof goods. The parties expressly agree that all intergroup management chargeswill be excluded from the net profit calculation.     The determination of whether the N2J Profit Requirement has been met will bebased upon N2J monthly financial statements. Each N2J Shareholder shall have30 days following the last day of each month
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     during the Put Option Period to notify Tricell that, pending confirmationthat the N2J Profit Requirement has been met, the N2J Shareholder intends toexercise his Put Option for that month. While Tricell is obligated torepurchase shares during each month the N2J Profit Requirement is met, theN2J Shareholders are not required to exercise their Put Options.   Sales of Non-Put Shares: The N2J Shareholders shall beeligible to collectively sell 90 million non-Put Shares as long as they remain in the employment of Tricell on each of the following vesting dates:       (i) Twenty five percent (25%) of the non-Put Shares shall vest on January 1, 2007;       (ii) Twenty five percent (25%) of the non-Put Shares shall vest on January 1, 2008;       (iii) Twenty five percent (25%) of the non-Put Shares shall vest on January 1, 2009; and       (iv) Twenty five percent (25%) of the non-Put Shares shall vest on January 1, 2010.       In the event of Tricell undergoes a change of control, the non-Put Shares will vest immediately. * The Shares shall be issued pursuant to an exemption from registration under the Securities Act of1933 (the “1933 Act”) and from registration under any and applicable State securities laws. Thecertificates representing the Shares shall bear the restrictive legend set forth in Rule 144 of theRegulations of the 1933 Act and appropriate legend required under applicable state securities laws.The shares will not be available for transfer or resale for a period of twelve months.
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