Dear Mr. Owner :We are pleased to submit to the Principals this letter of intent (the LOI).

The key elements of our proposal are as follows: 1. STRUCTURE OF PROPOSED TRANSACTION. PBC will form a corporation (AcquisitionCo) which will, either by itself or through one or more subsidiaries, (i) purchase all of the assets of the Company. The business and assets proposed to be purchased are referred to as the Target Business. Upon consummation of the Transaction, AcquisitionCo will own all of the assets and retain personnel currently employed by the Company necessary to carry on all of the services provided by the Company (collectively, the Services). 2. NON-COMPETE; EXCLUSIVITY AGREEMENTS. In connection with the Transaction, each of the Principals and certain key personnel of the Companies will agree to appropriate protective measures including entering into agreements which will provide that for a period of up to 2 years they will not compete, either directly or indirectly, in the United States and Canada, with AcquisitionCo. Additional agreements may be required to ensure that the Non-Compete Agreements referred to in the immediately preceding sentence are enforceable against all the relevant parties. 3. PURCHASE PRICE. Subject to the provisions of the Purchase Agreement, AcquisitionCo will acquire the Target Business as set forth herein. The Transaction is based upon an enterprise valuation of the Target Business of $7,500,000 (the Purchase Price), which Purchase Price is equal to the aggregate cash and stock consideration to be delivered to the Company in accordance with the Purchase Agreement. The Purchase Price assumes that the Target Business is delivered with a minimum level of working capital sufficient to support the operations of the business for a thirty (30) day period (the Minimum Working Capital) and assumes that the Company is delivered free of any unfunded indebtedness and nonordinary course liabilities at Closing. The purchase price will be adjusted downward dollar for-dollar to the extent the finally determined working capital at closing falls short of the Minimum Working Capital, all in accordance with the Purchase Agreement and will be adjusted downward dollar-for-dollar for any nonordinary course liabilities or debt outstanding as of Closing. 4. FINANCING. The Purchase Price is anticipated to be funded with senior

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bank debt.

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5. TIMETABLE. Based upon our work in the industry to date and our detailed review of the information presented to us, we believe that with appropriate access to management, and the completion of financial, business and legal due diligence, we could move quickly to finalize a structure and proposal with the hope of signing definitive documentation by [date] and a closing by the end of [date]. We are not subject to any unusual corporate, shareholder, or regulatory approvals that should impede our ability to rapidly close a transaction within the time frame set forth above. 6. EXCLUSIVITY. There shall be a period of exclusivity from the date hereof through [date] (the Exclusivity Period). (a) During the Exclusivity Period, none of John Owner, Suzy Owner, the Company, its advisors, or their affiliates will, nor will any of them cause, direct or authorize or allow any of their respective officers, directors, affiliates, employees or agents to, directly or indirectly, initiate, encourage, solicit, continue or otherwise engage in any negotiations or discussions with or provide any information to, any corporation, partnership, person or other entity or group other than PBC and its affiliates regarding a potential investment in, a possible merger, sale of debt or equity securities or assets, or other business combination with the Company. (b) During the Exclusivity Period, PBC, will not, directly or indirectly, initiate, encourage, solicit, continue or otherwise engage in any negotiations or discussions with or provide any information to, any corporation, partnership, person or other entity or group engaged in the businesses similar to that of the Company regarding a potential investment in, a possible merger, sale of debt or equity securities or assets, or other business combination with PBC or its affiliates. (c) PBC may terminate this Agreement upon written notice to the Company at any time. After such notice, this Agreement shall have no further force and effect. 7. GOOD FAITH. Subject to paragraph 11, each of the parties hereto agrees to proceed in good faith to work towards determining whether a potential

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transaction is feasible.

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8. CONFIDENTIALITY. Neither the Company, PBC, or any of their respective officers, directors, employees, agents or affiliates shall make any public announcement or issue any press release in respect of this transaction without the written consent in advance of the other parties hereto. In addition, each party agrees to keep confidential all information provided to the other and each party will only provide such information to its representatives who will be advised of the confidential nature of such information pursuant to the terms of that certain Confidentiality Agreement, dated [date] (the Confidentiality Agreement) between the parties hereto. 9. DUE DILIGENCE. As you know, we have devoted a great deal of time and effort to our industry and company specific diligence. We have visited with the Principals several times and have had subsequent diligence calls with your financial and legal advisors. Several of our firms active senior investment professionals have had the opportunity to meet with the Principals and to learn about the business. There are certain elements of our due diligence investigation which we have not yet completed. Specifically, we would need to perform legal and accounting diligence, prepare pro forma financial statements and projections based on the structure set forth above, conduct specific customer calls, conduct legal due diligence related to the ability to expand the platform to other states and complete our market research. We and our advisors would also need to perform confirmatory insurance, regulatory, benefits, labor, legal and tax reviews as are standard in the case of such a transaction. Obviously, satisfactory completion of each of such reviews is a condition to signing the Purchase Agreement. We believe that we can complete our due diligence in short order based upon the Companys willingness to grant PBC full and complete access to such of its books, records, facilities, officers, employees and advisors as may be necessary or desirable by PBC and its prospective lenders in connection with their review. 10. PURCHASE AGREEMENT. The Purchase Agreement shall contain representations, warranties, covenants and closing conditions customary for a transaction of this nature. The Purchase Agreement shall also provide for indemnification provisions that are customary for a transaction of this size and nature.

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11. TERMINATION. This Letter of Intent may be terminated: (a) At any time upon mutual consent of the parties; or

(b) At the option of the Principals or PBC, if the Purchase Agreement shall not have been entered into by the end of the Exclusivity Period, unless the Principals and PBC agree to an extension of such date. (c) Upon such termination, this Letter of Intent shall terminate and become void and of no further force and effect, except for the provisions of Paragraph 8, which shall survive as set forth therein. 12. EXPENSES. Each party to this Letter of Intent shall be responsible for its own fees and expenses incurred in connection with the preparation and negotiation of the Agreement, including the fees and disbursements of its respective counsel, advisors, finders, investment bankers, accountants or other experts. 13. ENTIRE AGREEMENT. This Letter of Intent constitutes the entire agreement among the parties (or their affiliates) with respect to the subject matter of this letter and, except for the Confidentiality Agreement, supersedes all prior oral or written agreements or understandings among the parties (or their affiliates) with respect to such subject matter. The Binding Provisions may be amended or modified only by a writing executed by all parties. 14. GOVERNING LAW. This Letter of Intent will be governed by and construed in accordance with the internal laws of the State of [ ]. 15. COUNTERPARTS. This Letter of Intent may be executed in counterparts (and by facsimile or email transmission of a file in .pdf or similar format), each of which will be deemed to be an original and all of which, when taken together, will be deemed to constitute one and the same letter.

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16. BINDING/NON-BINDING PROVISIONS. This Letter of Intent (i) should be viewed as an indication of interest only regarding a transaction on the general terms and conditions outlined herein, (ii) does not create a binding obligation, fiduciary relationship or joint venture between the parties, and (iii) assumes the accuracy and completeness of the information previously provided by you. This Letter of Intent does not constitute a contract, an offer, agreement, agreement in principle, agreement to agree, or commitment to consummate the Transaction; provided that paragraphs, 6, 7, 8, 9, 12, 13, 14, 15 and this Section 16 (the Binding Provisions) shall be binding upon the parties upon execution and delivery of the Letter of Intent. If the foregoing correctly sets forth the understanding of the parties hereto, please so indicate by executing both originals of this letter and return one to us. If not executed by the Companies and the Principals, and returned to PBC on or before 5:00 PM PST on [date], this Letter of Intent shall lapse and become null and void. Very truly yours, PROSPECTIVE BUYER CORP.

By:

Agreed and Accepted to this

day of

, 20

TARGET COMPANY, INC. By: Name:_

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Title:

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JOHN OWNER

SUZY OWNER

10

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