Private Stock Placement Memorandum

CONFIDENTIAL

To: 

This is an Offering of _________________ shares, offered at __________________  ($_____) per share.

Name: _________________________

Memorandum Identification Number: _____________

________________________ was formed on __________________ as a Colorado corporation.

Details concerning initial directors:

________________________________________________________________

This corporation is formed for the purpose of:

________________________________________________________________

The interests are speculative in nature; they are subject to certain restrictions on transfer which may result in the lack of a ready market for resale; they are subject to certain material risks; there are material income tax considerations associated with their purchase; and, the operation of the corporation may involve transactions between the corporation and the founders which could result in conflicts of interest. (Please see “Risk Factors.”)

This offering will result in $ ________ (_________________ dollars) cash to the corporation.

This Memorandum supersedes any and all previous information supplied by the corporation.  It has been prepared solely for the benefit of persons interested in the proposed private placement of the shares offered hereby, and any reproduction or distribution of this Memorandum in whole or in part, or the divulgence of any of its contents without the prior written consent of the corporation, is prohibited.  By accepting delivery of this Memorandum, the recipient agrees to return it and all enclosed documents to the corporation if the recipient does not purchase the interests offered in this Memorandum.  Only the information expressly set forth in this Memorandum, or contained in documents furnished by the corporation upon request, may be relied upon in connection herewith. All recipients of this document have been required to execute a prior “non-disclosure” agreement. This document and all exhibits is a trade secret and confidential.