MILLER DIVERSIFIED CORPORATION 4401 NW 167th Street Miami, FL 33055 (786)-222-5756 July 15, 2009Miller Diversified Corp • July 17th, 2009 • Agricultural prod-livestock & animal specialties • Florida
Smoke Anywhere USA, Inc. 3101 Hallandale Beach Blvd #100 Pembroke Park Fl 33009 Re: Binding Letter of Intent between Miller Diversified, Corp. and Smoke Anywhere USA, Inc. Dear Board of Directors: This letter sets forth our binding letter of intent (“Letter of Intent”) among Miller Diversified Corp., a Nevada corporation (“Miller”) and Smoke Anywhere USA, Inc., a Florida corporation (“Smoke”) and in connection therewith, the purchase of 100% of the issued and outstanding shares of Smoke by Miller in exchange for common stock of Miller representing approximately 83% of the outstanding shares of common stock on a fully diluted basis (the “Transaction”), subject to the terms of a definitive share purchase agreement to be negotiated and executed by the parties. The proposed terms of the Transaction are as follows: 1. Definitive Agreement. Consummation of the Transaction as contemplated hereby will be subject to the negotiation and execution of a mutually satisfactory defin
