Dear Bill:

It was great meeting with you on Friday and learning about your new software product. I
really do believe that you have developed something that can produce really significant
revenues and profits for your company. As promised, I have provided below a brief
summary of a plan to assist you in raising money for the launch of the new company.

Raising money to fund your business startup typically involves a six step process:

1. Business Plan ($10,000-$15,000)
2. Private Placement Memorandum ($7,500 fixed fee)
3. Registration with the States (N/C)
4. Investor Multimedia Presentation ($5,000-$10,000)
5. Investor Presentations & Raising Funds (As needed)
6. Ongoing Consultation as needed (As needed)

A Business Plan written by InfoCentre serves the following purposes.

1. First and foremost, a business plan is to help you efficiently raise funds very rapidly;
2. It is an operations and chronological guide for your business;
3. It is a management and strategic partner tool;
4. It is proof of feasibility;
5. It is a vehicle for bank and other financing;
6. It provides a detailed investment summary and exit/harvest strategy.

Raising Capital
The main objective of the business plan we prepare is to help you attract and raise
capital from investors. Any sophisticated investor, from your rich uncle to venture
capitalists, require a highly detailed, user friendly, readable business plan. Even non-
accredited, unsophisticated investors need to know that you know what you are doing
and they need to believe that you will be successful in order to put their trust in you, in
the form of their hard-earned money.

Operations Guide
As your company progresses, the business plan will serve as an operations guide, a
chronological timetable of events, and a benchmark for future performance.

Management Recruitment
The business plan will help you recruit potential management and strategic partners.
These relationships are vital to your businesses future success. Nothing will happen
without a quality written document.

Feasibility Study
As part of the business plan, we will conduct a feasibility study. In addition, the research
will identify certain segments of the market which should be targeted with your product
or service. We do not take on clients if we believe their company is not economically
Bank and other financing
A business plan is essential in obtaining additional financing such as a line of credit from
a bank or other financial institution, as well as municipal development agencies.
InfoCentre knows exactly what must be in the plan to satisfy the bank.

Typical sections in a business plan include an executive summary, market analysis,
business model, operations strategy, financial plan, investment offered, management
and ownership profiles, use of proceeds, harvest strategy, and keys to success.

Harvest Strategy
The most important section of the business plan to a potential investor is the harvest
strategy. It cannot just state that there will be an IPO, merger, or acquisition. Detailed
information about each harvest strategy is required.

Most issuances of public equity securities must be registered with the Securities and
Exchange Commission. Registration documents must include detailed disclosure,
historical financial statements, and third party audits that take time to assemble. The
process requires assistance by attorneys and accountants, and the SEC review can last
up to 60 days. Registration costs a business thousands of dollars before the offering
raises any money.

Private Placement
A Private Placement, however, is exempt from federal registration. In March 1982, the
SEC adopted Regulation D to coordinate the limited offering exemptions and to
streamline the existing requirements applicable to Private Placement and sale of
securities. Rule 504, which provides exemptions for non-reporting companies stipulates

      The sale of up to $1,000,000 of U.S. securities within 12 months is allowed.
      As a rule, you should normally not solicit or advertise for private placements,
       rather you should plan on making direct contact to interested investors. We can
       assist you in doing this and in networking successfully with your friends, family
       and business associates to expand your pool of potential investors. The
       solicitation and advertising rules are governed by state laws.
      An unlimited number of persons may purchase the securities.
      No required investor qualifications--can be sold to anyone.
      Shares can be sold on the public market one year after purchase.
      No money can be spent until the minimum amount stated in the offering has
       been met. This is called breaking escrow, because all funds until that point must
       be deposited and held in an escrow account until the minimum is reached,
       Typically, this will be from 10% to 25% of the total amount to be raised.
      Buyers of stock under a private placement cannot sell their shares for a minimum
       of one year.

Rule 505 allows the sale of up to $5,000,000 of U.S. securities and Rule 506 allows the
sale of unlimited amounts. Both 505 and 506 require accredited investors with the
exception of up to 35 unaccredited investors.
Investor Multimedia Presentation
Accompanying the Business Plan and Private Placement documents, InfoCentre will
prepare a Investor Multimedia Presentation. This presentation takes prospective
investors from a state of disinterest to a state of enthusiastic, logical and emotional
fascination in participating in the growth of the company. It puts the "sizzle" in the private
placement offering and appeals to investor expectations primarily the path to a public
offering or other harvest strategy. This presentation shows them how it is not only
possible but likely.

Selling the Offering
Our best results in raising money come with clients who realize that raising capital is
their responsibility. We are glad to refer you to some of the successes of our current and
previous clients. Again, we do not take on clients unless we are convinced that raising
the capital they need is economically feasible. One of our specialties is helping officers
and directors craft an investment presentation with a high degree of expected success.
We spend considerable time training corporate officers on exactly how to present to
investors. We can then even assist you in making these investor presentations.

In addition to raising money you may also benefit from additional branding and
marketing services, which may include selection of a new name for the product, an
effective branding and buzz-building plan that will create rapid adoption of the product
into the marketplace. This will happen over several months and will be closely integrated
with the business plan. These services are available as needed at our standard rates.

We can also assist you, as needed, in all aspects of starting up your startup. This could
include identifying management roles, hiring, training, creating policies & procedures,
creating internal control, accounting and sales systems and advising management as
requested. These services are available as needed at our standard rates.

I have attached our standard Service Agreement for your review. If you wish to proceed
just let me know and we can get started this week.

Hope this is helpful!

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