Standard Term Sheet

17.04 Form: Standard Term Sheet [CORPORATION] SERIES ___ PREFERRED STOCK TERM SHEET General Company: __________, a __________ corporation. Amount: $__________ million. Security: Series ___ Convertible Preferred Stock (the ""Series ___ Preferred""), convertible into shares of the Company's Common Stock. The term ""shares"" in this term sheet includes the Series ___ Preferred and the Common Stock issued or issuable upon conversion of the Series ___ Preferred. Price: $__________ per share (the ""Purchase Price""). Pre-Money Valuation: The Purchase Price represents a pre-money valuation of $__________ million, assuming a fully diluted capitalization as set forth on Schedule A, including __________ shares to be reserved for subsequent issuance under the Company's stock option plans.