WAIVER
AND CONSENT

    SILICA
TECH, LLC

    


    
      	
               
      

            	
              1.

            	
              Membership. The
      undersigned (“Investor”) represents
      that it is a member of Silica Tech, LLC, a Connecticut limited liability
      company (the “Company”) which is
      governed by the limited liability company agreement dated as of August 25,
      2008, as amended (the “LLC
      Agreement”).  Investor’s capital account in the Company
      as of the date hereof is set forth on Exhibit
      A.

            


    

    


    
      	
               
      

            	
              2.

            	
              Consent to
      Conversion.  The undersigned acknowledges that the
      Company intends to convert the Company into a Delaware corporation
      pursuant to the Delaware General Corporate Law (such conversion being the
      “Conversion” and
      such successor entity being the “Corporation”) and to
      file a registration statement on Form S-1.  In connection
      therewith, Investor hereby irrevocably consents to the Conversion and the
      S-1 filing on the following terms and conditions and agrees that such
      conversion is fair and in the best interests of the Company and the
      Company’s members:

            


    

    


    
      	
               
      

            	
              a.

            	
              The
      Company will effect the Conversion at a Company valuation of USD
      $20,000,000 and that the Corporation will issue a total of 13,333,333
      shares of the Corporation’s common stock (“Common Stock”)
      (including common stock issuable upon conversion of preferred stock, if
      any) in exchange for all outstanding membership interests in the Company,
      for a per share valuation of USD $1.50 per share (the “Conversion
      Price”);

            


    

    


    
      	
               
      

            	
              b.

            	
              Accordingly,
      pursuant the Conversion, Investor’s membership interest in the Company
      shall be converted into the number of shares of Common Stock set forth on
      Exhibit
      A;

            


    

    


    
      	
               
      

            	
              c.

            	
              To
      effect the Conversion, the Company shall have the right to issue a
      different number of aggregate shares in exchange for such interests,
      adjusting the Conversion Price and number of shares received by Investor
      pro rata, while
      retaining the same total valuation and Investor’s proportionate interest
      as of the date hereof;

            


    

    


    
      	
               
      

            	
              d.

            	
              The
      Corporation shall issue to Investor warrants to purchase the number of
      shares of the Corporation’s common stock specified on Exhibit A as
      shares issuable upon exercise of warrants, with a per share exercise price
      which is equal to the Conversion Price (the “Warrants”), provided, however, that
      in the event that the Conversion Price is not equal to USD $1.50, the
      warrants shall instead entitle the holder to purchase such number of
      shares which when multiplied by the Conversion Price shall equal 15% of
      Investor’s investment amount; and

            


    

    


    
      
        	
              	
                e.

              	
                All warrants shall
      expire on the third anniversary of the date of issue and shall contain
      customary terms and
conditions;

              


      

    


    
      
         


      

      
        1

        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              3.

            	
              Waiver. Without
      limitation, in connection with the Conversion, Investor hereby waives any
      proprietary rights to preferential payments, priority or other rights set
      forth in the LLC Agreement, the Company’s offering memorandum, or the
      subscription agreement between the company and Investor, and affirms that
      the Conversion and the issuance of the Warrants to the Investor, together
      with other good and valuable consideration, constitute sufficient
      consideration for Investor’s consent and waiver
  hereunder.

            


    

    


    
      	
               
      

            	
              4.

            	
              Entire
      Agreement.  This document contains the entire agreement
      of the parties with respect to the subject matter hereof, and shall
      supersede any and all other
agreement.

            


    

    


    
      	
               
      

            	
              5.

            	
              Cooperation. Investor agrees to execute any and all other
      documents, and to take any other action or corporate proceedings, which
      may be necessary or desirable to effect the
    Conversion.

            


    

    


    
      	
               
      

            	
              6.

            	
              Governing Law and Dispute
      Resolution. This Waiver and Consent shall in all respects be
      governed by and construed in accordance with, the laws of the State of
      Delaware.  Any controversy, claim or dispute arising out of or
      relating to the construction, interpretation, performance, breach,
      termination, enforceability or validity of this Agreement or the
      arbitration provisions contained herein, including without limitation the
      determination of whether a party has waived its rights to arbitration
      hereunder or the enforceability of the arbitration provisions hereunder,
      shall be determined by arbitration in accordance with the rules of the
      American Arbitration Association.  The arbitration shall take
      place in New York, New York.

            


    

    


    
      	
               
      

            	
              7.

            	
              Release.  In
      respect of the above consideration, Investor, for itself and its
      executors, agents, administrators and representatives, hereby voluntarily,
      irrevocably and unconditionally releases, acquits and forever discharges
      the Company and Silica Tech Holdings LLC, its present sole manager, and
      its present and former subsidiaries, affiliates and divisions, and their
      respective present and former officers, directors, employees,
      shareholders, consultants, attorneys, advisors, agents, successors and
      representatives, and all persons acting by, through, under or in concert
      with any of them, and any successors and assigns (whether any of the
      aforementioned individuals were acting as agents for the Company or its
      subsidiaries, affiliates or divisions, or in their individual capacities)
      (collectively, the “Released Parties”) from
      any and all claims, demands, and causes of action which Investor or its
      heirs, executors, administrators or personal representatives now have,
      ever had or may hereafter have, whether known or unknown, suspected or
      unsuspected, in each case to the extent relating to the consummation of
      the Conversion, other than with respects to enforcement of the rights of
      Investor described herein as rights of Investor in connection with the
      Conversion.

            


    

     

    
      	
               
      

            	
              8.

            	
              REPRESENTATION
      BY COUNSEL. INVESTOR ACKNOWLEDGES THAT INVESTOR HAS BEEN REPRESENTED BY
      SUCH LEGAL AND TAX COUNSEL AND OTHER PROFESSIONALS, EACH OF WHOM HAS BEEN
      PERSONALLY SELECTED BY INVESTOR, AS INVESTOR HAS FOUND NECESSARY TO
      CONSULT CONCERNING THE TERMS AND CONDITIONS SET FORTH HEREIN, AND SUCH
      REPRESENTATION HAS INCLUDED AN EXAMINATION OF ALL APPLICABLE DOCUMENTS AND
      AN ANALYSIS OF ALL TAX, FINANCIAL, AND SECURITIES LAW ASPECTS THEREOF
      DEEMED TO BE NECESSARY. INVESTOR, TOGETHER WITH INVESTOR’S COUNSEL,
      INVESTOR’S ADVISORS, AND SUCH OTHER PERSONS, IF ANY, WITH WHOM INVESTOR
      HAS FOUND IT NECESSARY OR ADVISABLE TO CONSULT, HAVE SUFFICIENT KNOWLEDGE
      AND EXPERIENCE IN BUSINESS AND FINANCIAL MATTERS TO EVALUATE THE TERMS AND
      CONDITIONS SET FORTH IN THIS WAIVER AND CONSENT TO MAKE AN INFORMED
      INVESTMENT DECISION WITH RESPECT
THERETO.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    ALTERNATIVELY,
INVESTOR HAS HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL AND ADVISORS AND HAS
DECLINED TO DO SO. INVESTOR HAS BEEN GIVEN THE OPPORTUNITY FOR A REASONABLE TIME
PERIOD PRIOR TO EVALUATE THIS WAIVER AND CONSENT AND ASK QUESTIONS OF THE
COMPANY IN CONNECTION THEREWITH.

     

    [REMAINDER
INTENTIONALLY BLANK]


    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, Investor has executed this Waiver and Consent as of the date
set forth below.

    


    [Investor
Name]

     

    ____________________


    Date:___________

    


    Investor
Address:

     

    ____________________

    ____________________

    ____________________

    ____________________

     

    Silica
Tech, LLC hereby agrees to provide the consideration described hereunder to
Investor pursuant to the terms and conditions set forth herein.

    


    SILICA
TECH, LLC

    


            /s/
Steven Phillips

    By:
Managing Director

    


    Date:
10/22/08


    
      
         


      

      
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    Exhibit
A

    


    
      	
              Investor
      Name:

            	 
      	 
      
	 
      
	
              Investment
      Amount

            	
              $

            	 
      
	 
      	
              $

            	 
      
	 
      
	
              Number
      of Shares of Common Stock to be received by Investor at the
      Conversion:

            	 
      	 
      
	 
      	 
      	 
      
	
              Round
      of Investment in which

              Investor
      Participated:

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	
              Amount
      of Investor Premium:

            	
              $

            	 
      
	 
      	 
      	 
      
	
              Timing
      of Premium Payment:

            	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      
	
              Total
      Number of Shares issuable upon exercise of Investor’s
      Warrants:

            	 
      	 
      


    


    
      
         


      

      
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