Jeffrey S. Posin & Associates
INCORPORATION AGREEMENT

CLIENT NAME: RE: Incorporation

1. FEES: Client employs Jeffrey S. Posin & Associates ("JSP & Assoc.") to perform the following services at the following rates: (a) A fixed fee of Seven Hundred Ninety-Five Dollars ($795) client shall receive the following services (please initial by the type of entity you would like formed on your behalf):
   
   (1) For Corporations ("C" Corporation or "S" Corporation):
   
   (a) Preparation of Articles of Incorporation for "C" Corporation or "S" Corporation for up to 25,000 no par shares being authorized by the state to be issued
   (b) Preparation and filing of 60 day list of officers
   (c) Two certified copies of Incorporation documents
   (d) By-Laws for Corporation
   (e) Minutes for Shareholders and Directors
   (f) Application for Tax Identification Number (EIN Number from IRS)
   (g) Designation of Corporate status with IRS
   (h) Stock Certificates
   (i) Stock Transfer Log
   (j) Corporate Embosser
   (k) Binder with Protective sleeve
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   (2) For Limited Liability Companies (LLC)
   
   (a) Articles of Organization for a Limited Liability Company (LLC)
   (b) Operating Agreement for LLC
   (c) Application for Tax Identification Number (EIN Number from IRS)
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2. ADDITIONAL FEES: All costs associated with the services to be performed by JSP & Assoc. as described above are included in the flat fee rate. Additional services can be provided by JSP & Assoc. as follows:
   
   (a) Resident Agent $100.00 per year
   (b) Expedited filing $ 50.00 (Secretary of State will process articles after filing within 24 hours)
   (c) Additional authorized shares (please contact our offices as additional shares require different fees)
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3. ADDITIONAL TERMS OF THIS AGREEMENT: Client has reviewed JSP & Assoc. "Memorandum to Clients Regarding Billings Procedures", which consists of three pages attached hereto as Exhibit A and incorporated herein by this reference. Client agrees to abide by the terms and conditions set forth therein. In the event that Client fails to pay the obligations to JSP & Assoc. on the date due, Client agrees to pay interest at the rate of one and one-half percent (1 ½%) per month on the past-due fees and costs. In addition, in the event of non-payments, JSP & Assoc. reserve the right to stop working on the matters and withdraw from any or all matters for which JSP & Assoc. are providing services to Client. CLIENT HEREBY AGREES AND RECOGNIZES THAT JEFFREY S. POSIN & ASSOCIATES HAS NOT BEEN RETAINED IN THIS MATTER UNTIL SUCH TIME THAT JEFFREY S. POSIN & ASSOCIATES RECEIVES AND ACCEPTS PAYMENT IN FULL FOR MATTERS DONE ON-LINE. FURTHER, CLIENT UNDERSTANDS THAT ALL MATTERS THAT REQUIRE COMPLETION IN A TIME SENSITIVE MANNER MUST BE CONTRACTED WITH JEFFREY S. POSIN & ASSOCIATES IN PERSON OR THROUGH THE EXPRESS AGREEMENT OF JEFFREY S. POSIN & ASSOCIATES AFTER DISCUSSING SUCH TIME RELATED ISSUES FULLY.
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4. RESULTS: Client understands that JSP & Assoc. have not and cannot guarantee results.
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5. TERMINATION: Either party may terminate this agreement by giving written notice to the other. In the event fees or costs are owing to JSP & Assoc. upon termination, Client agrees that JSP & Assoc. will have a lien on any and all claims or causes of action on which JSP & Assoc. were working; on all funds or property which has been or is later recovered; and on all files and work papers produced by JSP & Assoc.
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DATED: this day of , 2000.

JEFFREY S. POSIN & ASSOCIATES
By: ________________________________________________________

Client understands that by typing their name below, they are signing a written fee agreement with Jeffrey S. Posin & Associates. Such agreement has the same effect as if client had signed the fee agreement by hand.

DATE: CLIENT'S SIGNATURE:
ADDRESS:
CITY: STATE: ZIP:
TELEPHONE NO: SOCIAL SECURITY NO.
EMAIL: