[DATE]

[INDIVIDUAL]

Founder and Principal

[COMPANY]

[ADDRESS]

Re: Confidential Letter of Intent

Dear [INDIVIDUAL]:This letter of intent and the attached exhibits (collectively, the “Letter of Intent”) sets forth certain non-binding understandings and certain binding agreements between [COMPANY], a Nevada corporation (“[COMPANY]”), and [COMPANY], LLC, a [State] limited liability company (“CA”), with respect to [COMPANY]'s development, financing and operation of a Multipoint Content Delivery Network (the “MDN”) as more specifically described and identified in Exhibit A attached hereto. Any one or more transactions encompassing the foregoing are collectively referred to herein as the “Proposed Transaction.” [COMPANY] and CA are sometimes referred to herein collectively as the “Parties.”

Except with respect to, and as specifically set forth in Article II (the Binding Provisions) of this Letter of Intent, the Parties agree as follows:

The matters set forth in this Letter of Intent and particularly those set forth below in Article I (the Non-Binding Provisions) and the attached exhibit, which is incorporated by reference are preliminary in nature and do not contain all of the terms and conditions necessary for the consummation of the Proposed Transaction; and

Neither Party shall be bound to consummate the Proposed Transaction except pursuant to a definitive agreement which the Parties anticipate to be in the form of a Finder’s Agreement or Advisory Agreement setting forth generally the terms, conditions, duties and obligation of the Parties (the “Definitive Agreement”), as executed and delivered by the Parties, and then subject only to the conditions set forth therein.

NON-BINDING PROVISIONS AND TERMS

Term Sheets with Non-Binding Terms. To facilitate further negotiations and evaluation of the Proposed Transaction, this Letter of Intent sets forth the mutual understandings and intentions relating to the thereto based upon certain non-binding, indicative terms as set forth in the attached exhibit, which is incorporated into, made a part of and subject to this Letter of Intent (the “Term Sheet”). The contents of the Term Sheet are not intended to represent all of the terms and conditions of the Definitive Agreement that are necessary to appropriately document the Proposed Transaction, but are set forth herein merely as indicative terms that shall be more formally memorialized, if at all, in the Definitive Agreement

ARTICLE 2.

BINDING UNDERSTANDINGS