EXHIBIT 99.2

                                 April 15, 2003

Special Committee of the Board of Directors
Sylvan Inc.
333 Main Street
P.O. Box 249
Saxonburg, PA  16056-0249

Ladies and Gentlemen:

         I am writing to express a nonbinding indication of interest to pursue a
management-led cash acquisition of Sylvan Inc. I and other members of the
management group have the backing of a responsible equity investor group that
includes Virgil Jurgensmeyer, Roger Claypoole, Chas. A. Neal & Company, and
Snyder Associated Companies and are highly confident that the necessary bank
financing will be obtained for the proposed transaction.

         Our current intention would be to offer approximately $11.00 per share
in cash for each issued and outstanding share of common stock of Sylvan. Our
current intention would be to consummate a transaction on the following terms
and conditions.

         1. PRINCIPAL AGREEMENTS. The acquisition would be consummated pursuant
to (a) an Agreement and Plan of Merger (the "Merger Agreement") under which
Sylvan will be merged with or into an acquisition entity to be formed by us
("Newco") and (b) Stock Voting Agreements (the "Stock Voting Agreements") among
Newco and all or most of the owners of 5% or more of the common stock of Sylvan
(the "Significant Shareholders").

         2. MERGER AGREEMENT. The Merger Agreement will, among other things:


         (i)      provide for a break fee in an amount to be agreed upon,
                  payable to Newco if the merger is abandoned or fails to close
                  as a result of:

                  (a)      a material breach (i.e., willful failure to close) by
                           Sylvan or any Significant Shareholder; or

                  (b)      acceptance by Sylvan's Board of Directors of a
                           superior bid proposal.

         (ii)     provide for a break fee in an amount to be agreed upon,
                  payable to Sylvan if the Merger is abandoned or fails to close
                  as a result of a material breach by Newco.

         (iii)    contain representations and warranties of Sylvan that are
                  customary in transactions of this kind.

         (iv)     contain a nonsolicitation provision, with a "fiduciary out"
                  clause in the event a superior bid proposal (to be defined) is
                  received and, among other things, counsel to the Special
                  Committee opines in writing that fiduciary duties mandate
                  acceptance of the superior bid proposal.

         (v)      provide for closing conditions, including:

                  (a)      closing of Newco's debt financing in an amount not
                           less than $65 million of which approximately $15
                           million will be subordinated debt;

                  (b)      the representations and warranties of Sylvan will be
                           true in all material respects as of the effective
                           date of the merger;

                  (c)      no material adverse change in the financial
                           condition, business or prospects of Sylvan will have
                           occurred; and





                  (d)      all necessary approvals, consents, waivers and
                           clearances (including expiration of waiting periods
                           under the Hart-Scott-Rodino Act) from governmental or
                           other parties shall have been obtained.

         3. STOCK VOTING ("Lock-up") Agreement. Pursuant to the Stock Voting
Agreement, the Significant Shareholders will:

                  (i)      agree to vote their shares of Common Stock in favor
                           of the merger;

                  (ii)     grant an irrevocable proxy to Newco to vote the
                           shares in favor of the merger; and

                  (iii)    agree not to sell or otherwise dispose of their
                           shares of Common Stock.

         It will be a condition of Newco's willingness to sign the Merger
Agreement that the number of shares of Common Stock that the undersigned, Virgil
Jurgensmeyer and other members of Sylvan's management contribute to Newco plus
the number of shares of Common Stock subject to Stock Voting Agreements exceed a
percentage of the outstanding shares of Common Stock satisfactory to Newco.

         4. DUE DILIGENCE. No special due diligence will be required, although
we would expect Sylvan will give Newco access to all facilities and to all books
and records of Sylvan and its subsidiaries to permit our lenders to make such
inspections as they may require.

         5. SPECIAL MEETING OF SYLVAN STOCKHOLDERS. The Board of Directors of
Sylvan will call a special meeting of shareholders to approve the Merger. Sylvan
will prepare and file with the SEC a proxy statement and will attempt to obtain
the prompt approval of the SEC and following such approval promptly mail the
proxy statement and related proxy materials to Sylvan's stockholders. Newco will
cooperate with Sylvan in the preparation of the proxy statement.

         6. H-S-R FILING. Promptly following the execution and delivery of the
Merger Agreement, Sylvan and Newco will prepare and file with all necessary
governmental authorities any and all applications and related materials that may
be required to be filed under the H-S-R Act.

         This letter is an indication of interest only and is not intended to be
legally binding. We would appreciate a prompt response to this letter from the
Special Committee. Time is of the essence, and we are prepared to proceed
expeditiously to prepare, negotiate and execute the definitive agreements
described above. Thank you for your consideration.


                                               Very truly yours,


                                               /s/ Dennis C. Zensen
                                               Dennis C. Zensen