CAPITAL FORMATION AND COMPANY MANAGEMENT

TMA Venture's (TMA) capital formation and company management services include negotiating the transactions to acquire the underlying technologies, recruiting the initial technical, management and administrative teams and arrangement of financing for the start-up of companies. Such services include:

• Work with the company to complete a business plan, financial projections and an executive summary. These materials would initially be used in capital formation efforts, but would further evolve into a management tool for the company.

• Capital formation. TMA would seek to obtain the appropriate financing for the company based on the company's needs. Based on the amount of capital needed, TMA could obtain the funds from its network of individuals, or can raise money from institutional sources, if appropriate.

• Provide interim financial and administrative services to the company, including maintaining the financial records of the company, payroll management (including tax withholding, pension and profit sharing contributions, etc.)

• Coordination and preparation of the tax returns for the company and its members/investors, including state and federal filings, K-1's for the members, 1099 preparation, etc.

• Interim company management services such that a CEO and COO would provide. These services would include general management of the company and its employees and contract labor, supplier and other strategic contract negotiations, etc.

• Investor relations services including fielding inquiries regarding the company from investors, sending out and creating quarterly financial statements and reports.

• Provide constant evaluation and advice regarding potential exit strategies for investors. TMA has assisted companies from formation to exit, and will constantly evaluate the company's strategic options concerning capital raising, mergers or acquisitions, and other exit strategies.

• Consider and advise the company concerning options for third-party arrangements for further technology development, manufacturing, marketing, licensing and joint venture arrangements in the U.S. and abroad and overall company strategies regarding such transactions