EXHIBIT A

[Illustration of the Transaction]

Exhibit B

Term Sheet

Dated: [DATE]

This non-binding Term Sheet summarizes the proposed principal terms for a joint venture between [COMPANY] and [COUNTERPARTY] or their affiliates and is an Exhibit to that certain Letter of Intent (“LOI”) by and between [COMPANY] and [COUNTERPARTY] of even date herewith and subject to the terms and conditions contained in the LOI in all respects. This Term Sheet is not a commitment to enter into the proposed joint venture or any other transaction and is conditioned on, among other things, the completion of due diligence, legal review and documentation that is satisfactory to both parties.

This Term Sheet is non-binding and is intended solely as a summary of the terms that are currently proposed by the parties. The parties acknowledge and confirm that they neither intend to enter, nor have they entered, into any agreement to negotiate a definitive agreement pursuant to this Term Sheet, and either party may, at any time prior to execution of such definitive agreement, propose different terms from those summarized herein or unilaterally terminate all negotiations pursuant to this Term Sheet without any liability whatsoever to the other party, except for the Binding Agreements and Binding Provisions set forth in the LOI.

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Formation of LLC; Contributions; Licenses: | The parties will arrange for the formation of a new Delaware limited liability company ( “NewCo”). All costs associated with formation and qualification of NewCo shall be paid by NewCo.

[COMPANY] will contribute to NewCo: (i) a fully paid up, non-exclusive, worldwide, royalty-free, non-transferable license of certain intellectual property rights, to be specified by the parties in advance, with an approximate Fair Market Value (as defined below) of Three Million Dollars ($3,000,000); and (ii) set-up support services, including legal and financial services, with a Fair Market Value of approximately [amount in words] ($___________), in exchange for which [COMPANY] will receive a 50% interest in NewCo.

[COUNTERPARTY] will contribute to NewCo: (i) a fully paid up, non-exclusive, worldwide, royalty-free, non-transferable license of certain intellectual property rights, to be specified by the parties in advance, with an approximate Fair Market Value of Five Hundred Thousand Dollars ($500,000); and (ii) cash in the amount of [amount in words] ($___________), in exchange for which [COUNTERPARTY] will receive a 50% interest in NewCo.

As used herein, the "Fair Market Value" shall be determined by mutual agreement of the parties or, in the absence of such agreement within 30 days, a qualified independent appraiser reasonably acceptable to both parties. The cost of any such appraisal shall be shared equally by [COMPANY] and [COUNTERPARTY].