Investment Package

INVESTMENT PACKAGE

RECITALS

WHEREAS, the Issuer, , is engaged in the business described in the offering materials and seeks capital to support its operations and growth; and

WHEREAS, the Investor, , desires to make a monetary investment on the terms set forth in this Investment Package and the Issuer is willing to accept such investment subject to the representations, warranties and conditions contained herein;

WHEREAS, the parties intend that this Investment Package documentize the scope of the investment, allocation of funds, payment schedule, confidentiality obligations, and the material commercial and legal terms governing the investment.

SCOPE OF WORK / USE OF INVESTMENT

The Issuer will apply the proceeds from the investment for the purposes described below. The Issuer shall report materially on use of funds as provided in this Package.

PAYMENT TERMS

The Investor agrees to provide funds to the Issuer on the following terms. All amounts are in U.S. dollars unless otherwise specified.

Late payments shall bear interest as set forth below and the Issuer may suspend performance for overdue amounts after notice and cure period.

TERM AND TERMINATION

The term of this Investment Package commences on the Start Date and continues until the End Date, unless earlier terminated as provided below.

Start Date:    End Date:

Either party may terminate this Investment Package for material breach if the breaching party fails to cure within the notice period above. This Agreement may also be terminated immediately for insolvency, bankruptcy filing, or fraud.

CONFIDENTIALITY

For purposes of this Investment Package, "Confidential Information" means all non-public information, whether written, electronic or oral, disclosed by one party to the other in connection with the investment, including financial data, projections, business plans, customer lists, technical information and legal documents.

The recipient shall: (a) hold Confidential Information in strict confidence using at least the same degree of care as it uses to protect its own confidential information but no less than reasonable care; (b) not disclose Confidential Information to any third party except to its employees, advisors or agents who have a need to know and are subject to confidentiality obligations no less restrictive than those herein; and (c) use Confidential Information solely to evaluate and perform its obligations under this Investment Package.

Confidential Information does not include information that: (i) is or becomes generally available to the public through no wrongful act of the recipient; (ii) was lawfully in the recipient’s possession prior to disclosure; (iii) is rightfully obtained by the recipient from a third party without restriction; or (iv) is independently developed by the recipient without use of Confidential Information.

The obligations in this Confidentiality clause shall survive termination of this Investment Package for a period of five (5) years except that trade secrets and any proprietary financial model shall remain confidential for so long as they qualify as trade secrets under applicable law. Equitable relief, including injunctive relief, shall be available to the disclosing party in the event of any breach or threatened breach.

REPRESENTATIONS, WARRANTIES AND COVENANTS

Each party represents and warrants to the other that: (a) it has the corporate power and authority to enter into this Investment Package and to perform its obligations hereunder; (b) the execution, delivery and performance of this Investment Package have been duly authorized by all necessary action; and (c) this Investment Package constitutes a valid and binding obligation enforceable in accordance with its terms.

The Investor further represents that it has the financial sophistication and ability to bear the economic risk of the investment and that it is acquiring the interest for investment and not with a view to distribution.

GOVERNING LAW; NOTICES

This Investment Package shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles.

MISCELLANEOUS

Entire Agreement: This Investment Package, together with any documents expressly incorporated by reference herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

Amendment: This Investment Package may be amended only by a written instrument signed by both parties. Assignment: Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, except to an affiliate or successor in interest by merger or sale of substantially all assets.

CONDITIONS PRECEDENT

The Investor’s obligation to fund is subject to the satisfaction (or waiver) of the following conditions precedent:

ACKNOWLEDGMENT OF RISK

The Investor acknowledges and agrees that an investment in the Issuer involves a high degree of risk, including the potential loss of the entire investment, lack of liquidity, and other risks described in any offering materials. The Investor confirms that it is willing and able to bear these risks.

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