This Letter of Intent for Convertible Preferred Stock will memorialize discussions regarding proposed terms for a definitive stock purchase agreement. This letter sets out the number of Series A Preferred Stock shares to be purchased. It also states out that the company will not solicit other offers of sale until the termination of negotiations or expiration of this letter agreement.

The investor who intends to purchase the preferred stock will be provided with certain confidential information. Under the terms of this letter, the investors agree to hold all such information in confidence and not disclose it unless prior written consent is obtained from the non-disclosing party.

This Letter of Intent for Convertible Preferred Stock includes:

• Party: Sets forth the name of the company and the potential investors;
• Shares: Sets out the number of preferred shares and their par value;
• Confidential Information: Confidential information which is provided to the investor will not be disclosed to other parties;
• Optional Provisions: Sets out provisions regarding acceptance for binding and non-binding letters of intent;
• Signatures: This document must be signed by the chief executive officer of the corporation and accepted and agreed to by the investor.

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This attorney-prepared packet contains:

1. General Information
2. Instructions and Checklist
3. Letter of Intent for Convertible Stock Purchase

State Law Compliance: This form complies with the laws of all states