The Business Combination

WE WILL DOCUMENT OUR UNDERSTANDING OF, AND INTENTION TO COMPLETE, THE BUSINESS COMBINATION.

A Letter of Intent will define the terms and outline the structure of the business combination between your company and our "blank check" public reporting company. This Letter of Intent will provide that your company's shareholders will exchange all of the capital stock in your company for a greater than 90% controlling interest in our public reporting company.

This Letter of Intent will also provide for our "blank check" public reporting company to change its name to any publicly available corporate name of your choosing.

After signing our "Letter of Intent", an "All Hands" meeting of the "blank check" public reporting company, its attorney, your company, your accountant and attorney will take place as soon as practicable.

The purpose of the "All Hands" Meeting is to begin the process by which we will execute a merger agreement and execute and file a Registration Statement with the SEC.

WE ASSIST YOU IN FILING WITH THE SEC A REGISTRATION STATEMENT DESCRIBING YOUR BUSINESS

Our "blank check" public reporting company will, with the cooperation of your company, help prepare the draft Registration Statement for filing with the SEC.

This Registration Statement will describe your company's business, its operations and its risks and management to existing, potential and future shareholders. This Registration Statement will be necessary to register all of the issued and outstanding common shares of your company so that they can be traded in a public market.

WE CAN REFER YOU TO A CERTIFIED PUBLIC ACCOUNTANT ("CPA") WHO IS QUALIFIED TO EXPRESS AN OPINION ON FINANCIAL STATEMENTS INCLUDED IN FILINGS WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION

The Certified Public Accountant will be responsible for the completion of your company's audited financial statements which will be included in the Registration Statement to be filed with the SEC.

If you have any questions at this point, please do not hesitate to contact us now.

The Closing Process

Subsequent to the effective date of your filed Registration Statement, we will begin the closing process whereby your company's current shareholders will take control of our "blank check" public reporting company.

Our "blank check" public reporting company, utilizing its corporate attorney, will prepare and will provide to you a detailed "Closing Memorandum", a draft "Agreement and Plan of Merger and Reorganization", and certain other necessary closing documents.

Your company's attorney will be responsible for reading, reviewing and approving these closing documents and providing your company information to be included in the Registration Statement to be filed with the SEC.

AFTER OUR CLOSING, YOUR BUSINESS WILL THEN CONTINUE FORWARD AS A PUBLIC COMPANY.

WE MUST FILE A REGISTRATION STATEMENT WHICH DESCRIBES OUR MERGER AND YOUR COMPANY TO THE PUBLIC.
This communication shall not constitute an offer to sell or the solicitation of an offer to buy the securities of our "blank check" companies nor shall there be any offer to sell or sale of those securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such State. The securities of our "blank check" companies may not be sold nor may any offers to buy be accepted in connection with any merger, combination or exchange offer prior to the time a registration statement covering any such transaction is filed with and declared effective by the Securities and Exchange Commission.