NOTICE OF ANNUAL 201_ MEETING OF

STOCKHOLDERS

OF

XYZ Company, INC.

            The Shareholders of the Corporation are hereby given notice that the 201_ annual meeting of the Shareholders of the Corporation be held on  ____________________, 201__, at __:00 _M at the corporate offices at _______________________________________.

            Please be advised that any and all lawful business may be transacted at such meeting or at any adjournment or adjournments thereof as may be deemed advisable by the Shareholders present thereat.  The Shareholders will vote for three members of the Board of Directors, for which a ballot is enclosed.  In addition the following business will be addressed:

1. Review and approval of Incentive Stock Option Plan and associated Agreement, and Grant documents
2. Review and approval of Common Stock Round Offering of 1,500,000 shares of stock for sale to raise $1,000,000 in capital for the company, including the associated Offering Memorandum and Subscription Agreement.

The documents to be presented are enclosed for prior review. 

            Votes for the Board of Directors are cumulative; you may vote your total number of shares times three for any Director(s). 

            Votes for the other business matters will be based on the pro rata percentage ownership that your shares represent.

            The 200___ Annual Board of Directors Meeting will be held immediately after voting for Board Members has ended and the Shareholder Meeting has adjourned.

Dated:_____________________                              

___________________________

PRESIDENT