Pre-Incorporation Agreement

This is an agreement between the undersigned parties with respect to the incorporation and structure of a proposed company (the "Company").

1. Incorporation. The parties agree to form a [STATE] corporation as promptly as practicable. The name of the corporation will be "______________" or such other similar name as may be legally available without trademark problems. If such name proves to be problematic or not available, an alternative name shall be decided by a majority of the directors of the Company.

2. Purpose. The purpose of the Company shall be to engage in the business of __________________________________________________________________________.

3. Capitalization of Company. The initial capitalization of the Company to be contributed by the shareholders shall be as follows:

The shareholders shall each be issued Common Stock for their contribution, in pro rata percentage, based on their capital contribution. The Company shall issue the stock in compliance with all applicable securities laws and make all necessary filings with the Securities & Exchange Commission and state securities regulators.

4. Directors. The initial members of the Board of Directors of the Company shall be:

________________________
________________________
________________________
________________________
________________________

5. Officers. The initial officers of the Company shall be:

CEO ________________________
CFO ________________________
Secretary ________________________
Vice President of ____________ ________________________
Vice President of ____________ ________________________

6. Taxation. The Company shall elect to be taxed as an S corporation for tax purposes, unless changed by a vote of a majority in interest of the shareholders of the Company.

7. Right of First Refusal. The shareholders....