MEMORANDUM OF UNDERSTANDING(MOU) between Rentech Development Corporation and Baard Generation, L.L.C. For the Co-Development of the Ashtabula and Coshocton poly- generation plants

Exhibit 10.22

CONFIDENTIAL

Memorandum of Understanding (MOU) between Rentech

Development Corporation and Baard Generation, L.L.C. For

the Co-Development of the Ashtabula and Coshocton poly-

generation plants

April 29, 2005

The purpose of this Memorandum of Understanding (MOU) is to set forth the understanding between the parties regarding Rentech Development Corporation’s (RDC), or its assigns, potential co-development opportunity with Baard Generation, L.L.C. (Baard) at its two Ohio projects.

Whereas Baard is currently developing two projects in Ohio, Ashtabula Clean Fuels, L.L.C. (Ashtabula) and Coshocton Clean Fuels L.L.C. (Coshocton) (individually the Project or jointly the Projects) for the purpose of selling FT Liquids to the Department of Defense and RDC is interested in jointly developing FT Liquid projects with Baard at these two sites or licensing FT technology to Baard at these two sites.

Whereas the parties would like to begin the process of co-developing a FT Liquids plant for each Project.

Whereas RDC has expertise, patents and technology to assist with the planning, development and optimization of the gasification of coal and co-production of FT fuels and fertilizers.

Whereas Baard has expressed interest in having RDC co-develop the Projects or licensing FT Technology to the Projects while Baard retains majority interest and leads the development efforts with its experience in project development and electrical power generation.

Whereas the parties to this Agreement desire and are willing to work with each other in defining and evaluating the opportunities, negotiating and structuring development agreements for each Project subject to mutual detailed evaluation of the potential Projects and due-diligence..

Co-Development Opportunities

The two development opportunities in Ohio have been previously planned as Integrated Coal Gasification and Combined Cycle plants (IGCC’s) by Baard.

The opportunities to modify the projects to FT Liquid production plants in addition to the IGCC facilities are being considered and RDC will work with Baard to evaluate the opportunities and define the Projects for each site while structuring a co-development agreement for each Project.

CONFIDENTIAL

The parties expect such evaluation to be completed with the Projects defined and the co-development agreement structured within six (6) months from the date of this M