SPECIAL SECURITIES COUNSEL

Private Offering Package: $12,500 per month for 3 months⁺

• Thorough corporate due diligence review

• Strategy session with investment banking consultant

• Drafting and/or proofing of comprehensive private placement offering memorandum, suitability questionnaires, subscription documents, etc.

• Filing Form D with the Securities and Exchange Commission

• One "blue sky" notice filing with state securities regulators (additional notice filings at $250 per state)

"Blue Sky" Compliance Package: $1,000 per month for 12 months⁺

• Ongoing maintenance of private securities offering compliance for 12 months

• Review of unlimited suitability questionnaires and subscription agreements to ensure compliance

• Up to three (3) written or telephonic communications with up to one state securities regulatory authority per month

Public Offering Package: $3,495 per month for 3 months⁺

• Thorough corporate due diligence review

• Up to five (5) strategy sessions with our investment banking consultant

• Drafting and/or proofing of comprehensive Form SB-2 prospectus or Regulation A or 504 offering circular

• Filing with the Securities and Exchange Commission or state regulatory authority

• Unlimited written and telephonic correspondence with the Commission and/or state regulatory authority until offering is declared effective

Venture Fund / Private Investment Co. package: $12,000 per month for 3 months⁺

• Formation of a corporate managing general partner

• Formation of a investment fund entity

• Drafting and/or proofing of comprehensive private placement offering memoranda, suitability questionnaires, subscription documents, etc.

• Filing Form D with the Securities and Exchange Commission

• One "blue sky" notice filing with state securities regulators (additional notice filings at $250 per state)

SPECIAL FRANCHISE COUNSEL

Franchisor Package $2,195 per month for 3 months⁺

• Thorough review of applicable state franchise offering requirements

• Strategy session with franchise development consultant

• Drafting and/or proofing of comprehensive uniform franchise offering circular, franchise agreements, etc.

• Filing necessary documentation with state franchise regulators

Franchisee Package $1,050 per month for 3 months⁺

• Thorough due diligence inquiry into any franchisee opportunity

• Careful review and analysis of franchise offering circular, etc.

• Accompaniment to franchisor's headquarters to review operations, question franchisor management, negotiate terms, etc.

• Review prior to execution of franchise documents

CORPORATE HOUSE-KEEPING PACKAGE $100 per month for 12 months ⁺

• Ongoing maintenance and keeping of corporate records for one year

• Unlimited drafting of resolutions, minutes, etc., to ensure the preservation of the corporate form

SPECIAL COMMERCIAL LITIGATION COUNSEL: $1,994 per month per lawsuit ⁺

Plaintiff (offensive) or Defendant (defensive) representation of up to 40 hours per civil lawsuit arising out of your business where your business is named as a party, including

• commercial contract disputes

• debt collection / garnishment proceedings

• mediations and arbitrations

• enforcement of non-compete, non-circumvent contract provisions

• seeking of injunctions, temporary restraining orders, etc.

• evictions and lease disputes

• any other business-related litigation matter

^# Given reasonable time constraints and parameters.

⁺ All retainer packages require 6 month or otherwise stated minimum attorney/client contract term and the retainer must be either paid fully in advance or authorized to the drawn monthly form client's VISA, MASTERCARD, AMERICAN EXPRESS, or Automatic Bank Draft account.  Client responsible for  all costs, filing fees, etc., in accordance with the Firm's General Provisions of its engagement letter to be executed prior to engagement.  Scope of representation subject to change given written consent by the client and the Firm.  Matters outside the scope of representation will be billed at Firm's standard hourly rate.  This offer may be revoked without further notice.