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CONVERTIBLE SECURITY FINANCING
SUMMARY OF TERMS


ISSUER: [Name] (the Company).

TYPE OF SECURITY: Up to $[Amount] worth of convertible securities (the Convertible
Securities).

TARGET CLOSING DATE: [Date].

MINIMUM INVESTMENT: $[25,000] per investor.

QUALIFIED FINANCING: Preferred Stock financing of at least $[1,000,000].

CONVERSION PRICE: 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].]

CHANGE OF CONTROL: 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.