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CONVERTIBLE SECURITY FINANCING SUMMARY OF TERMS ISSUER: TYPE OF SECURITY: TARGET CLOSING DATE: MINIMUM INVESTMENT: QUALIFIED FINANCING: CONVERSION PRICE: [Name] (the Company). Up to $[Amount] worth of convertible securities (the Convertible Securities). [Date]. $[25,000] per investor. Preferred Stock financing of at least $[1,000,000]. Lower of [80]% of the price per share paid by other purchasers in the Qualified Financing or a $[4,000,000] valuation cap (obtained by dividing $[4,000,000] by the Companys fully-diluted capitalization) (the Valuation Cap).

AUTOMATIC CONVERSION: In the event the Company consummates a Qualified Financing prior to a change of control, the amount invested by an Investor for the purchase of such Investors Convertible Securities (the Investment Amount) shall automatically convert into shares of the Companys Preferred Stock sold in the Qualified Financing and Common Stock at the Conversion Price. The total number of shares of Preferred Stock and Common Stock that a holder of Convertible Securities shall be entitled upon conversion of such Convertible Securities shall be determined by dividing (i) the Investment Amount by (ii) the Conversion Price (the Total Number of Shares). The Total Number of Shares shall consist of (i) that number of Preferred Stock obtained by dividing (a) the Investment Amount by (b) the price per share paid by other purchasers in the Qualified Financing (the Number of Preferred Stock) and (ii) that number of Common
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Stock equal to the Total Number of Shares minus the Number of Preferred Stock. [OPTIONAL CONVERSION: In the event the Company does not consummate a Qualified Financing prior to [date], then at the election of the holder, the entire Investment Amount shall convert into shares of the Companys Common Stock at the [Valuation Cap]/[valuation of $2,000,000].] If the Company consummates a change of control prior to a Qualified Financing, then the entire Investment Amount shall convert into shares of the Companys Common Stock at the Valuation Cap. [ALTERNATIVE: If the Company consummates a change of control prior to a Qualified Financing, then, upon the election of the holder, either (i) the holder shall receive a payment equal to two times the Investment Amount, or (ii) the entire Investment Amount shall convert into shares of the Companys Common Stock at the Valuation Cap.] AMENDMENT: The Convertible Securities may be amended with the consent of the Company and holders holding a majority of the aggregate outstanding Investment Amount of the Convertible Securities.

CHANGE OF CONTROL:

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