Exhibit 10.14

                                                    Earth Sciences, Incorporated
                                                    910 Twelfth Street
                                                    Golden, Colorado 80401 USA
                                                    staff@earth-sciences.com
                                                    Fax: 303-279-1180
                                                    303-279-7641
January 28, 1999

Randall S. Moore
President
Chemical Interchange Company
2932 S. Brentwood Blvd.
St. Louis, Mo. 63144

          RE: Letter of Intent for the Sale and Purchase of Purified  Phosphoric
     Acid Produced by Earth Sciences Extraction Company in Calgary

Dear Randy:

This  Letter of Intent is made and  entered  into as of the date  first  written
above,  by and between  Chemical  Interchange  Company,  a Missouri  corporation
(hereinafter  known as  "CIC"),  ESI  Resources,  Ltd.  an  Alberta  corporation
(hereinafter known as "ESIR") and Earth Sciences  Extraction Company, an Alberta
registered limited partnership  (hereinafter known as "ESEC") whose sole general
partner is ESIR.

ESEC owns a solvent  extraction  facility in  southeast  Calgary,  Alberta  (the
"Calgary  Facility")  from which it produces and sells purified  phosphoric acid
("PPA") in commercial grades.

CIC is a  long-standing  marketer  and  transporter  of  liquid  chemicals  with
terminals  in various  locations  in the U.S. CIC desires to acquire a long-term
source of PPA for sale through its terminals and distribution network.

This letter sets forth the intent of the parties  with regard to the  production
and supply by ESEC and the purchase by CIC of PPA.

Production and Supply by ESEC
-----------------------------

     1.  ESEC  expects  to  produce  PPA  at  the  annual   equivalent  rate  of
approximately  16,500 tons of 75% H3PO4  technical grade PPA in calendar 1999 at
the Calgary Facility.

     2.  The PPA to be  produced  by  ESEC  will  meet  industry  standards  for
technical grade white phosphoric acid. The typical properties of the PPA are set
forth on the attached spec sheet.

     3. ESEC expects to produce PPA  continually  throughout  the year,  but may
adjust its production  schedule to coincide with  availability of feedstock from
its  suppliers.  ESEC will make its best  efforts  to  produce  and  supply  the
quantities of PPA  requested by CIC, but for reasons  outside of its control may
be unable to do so.  ESEC will supply CIC with 100% of PPA  produced  from super
phosphoric acid "SPA" deliveries arranged by CIC.

     4. Although ESEC will make its best efforts to arrange  appropriate freight
delivery  schedules,  sales to CIC from the Calgary Facility will be on an f. o.
b.  Calgary  basis and ESEC  assumes no title or risk of loss after PPA has left
the Calgary Facility.

     5.  ESEC  will  use CIC as  their  sole  representative  East of the  Rocky
Mountains.  Marketing  efforts will be coordinated  through close  communication
with TwinKem International, Inc. ("TKI"), ESEC's marketing consultant.

     6. If ESEC is unable to produce PPA or has reduced production,  CIC will be
released from a like portion of its total volume purchases.

<PAGE>


Purchase by CIC.
----------------

     1. CIC intends to  purchase  the  equivalent  of 6,000 to 8,000 tons of 75%
H3PO4 technical grade PPA per year from ESEC commencing with the date hereof.

     2. CIC expects to schedule its quarterly  purchases in the following manner
over the calendar  year:  1st quarter - 1,500 to 2,000 tons, 2nd quarter - 1,500
to 2,000 tons,  3rd quarter - 1,500 to 2,000 tons,  4th quarter - 1,500 to 2,000
tons.

     3. CIC  expects to continue to purchase a minimum of 6,000 to 8,000 tons of
75%  H3PO4  technical  grade PPA per year from ESEC for a period of no less than
five (5) years with automatic renewal for three (3) years upon request,  however
CIC's  requirements  may well increase to the level of 15,000 to 20,000 tons per
year.

     4. The price to be paid ESEC by CIC will be negotiated from time to time by
the parties as market  conditions  dictate  with the good faith intent that each
party receive the highest margin possible commensurate with their investment and
value added. The price will be stated on a per ton 75% H3PO4 technical grade PPA
f.o.b. the Calgary.

     5.  Payments for PPA  purchased by CIC will be made within thirty (30) days
of the  loading  for  delivery  of product  unless  other  credit  arrangements,
satisfactory to ESEC, are made.  Payment to CIC for any SPA purchased by CIC for
processing  in the Calgary  Facility  will  correspond  and coincide  with CIC's
payments for the equivalent PPA purchased by CIC.

The parties  hereto  recognize  that ESEC may utilize  this Letter to confirm to
certain banks, and other potential lenders and investors, expected sales of PPA.
It is the good faith  intention  of both CIC and ESEC to carry  through with the
matters set forth above under U.S. law. CIC and ESEC both acknowledge that third
parties may rely on the matters expressed herein.

CIC and ESEC also  acknowledge  that the parent company of ESIR, Earth Sciences,
Inc. is a U.S. public company, with certain public disclosure  requirements and,
that Earth  Sciences,  Inc.  may  disclose  the  contents  of this letter to its
shareholders and the public as it deems necessary.

If the foregoing  accurately  sets forth the intentions of CIC and ESEC, and has
the approval of CIC, please so indicate by dating and executing a copy hereof in
the space provided below and returning to us.

                                     Earth Sciences Extraction Company
                                     by its General Partner, ESI Resources, Ltd.

                                     /s/ Mark H. McKinnies
                                     -------------------------------------------
                                     Mark H. McKinnies, President


Acknowledged this 2 day of February, 1999.
Chemical Interchange Company


/s/ Randall S. Moore
--------------------
Randall S. Moore, President