The Woodland Group Term Sheet Purchase Price 1,700,000 some combination between note and dividend Payment

terms 7 year promissory note at 6% Pre closing dividend _included in purchase above Documentation Standard promissory note & producer agreement to be agreed upon by both parties Stock purchase agreement Security Stock

Producer agreement George to be employed as straight producer and shall be entitled to (i) an annual base salary of forty-thousand dollars ($40,000.00) plus, (ii) standard company commision rates as defined in current contract of employment, (iii) travel and entertainment as per current producer agreement schedule, (iiii) contract and employment guranteed for five years, (iiiii) use of current office during the employment period, (iiiiii) use of current vehicle for remainder of lease including insurance, gas, maintenance, including a cash bonus equal to the

residual buy out cost of the car at the end of the lease, current health benefits. Woodland Investment Manangement LLP AT closing, Woodland Investment Management, LLP shall be liquidated with each of Buck and George receiving their respective life insurnance policies. All assetts of the LLP shall be devided 50/50. Life insurance Cross Benefit Agreement- To be determined so as to protect each others interest in the contract Pegas Income- Treated as commission income in producers contract @30%(renewal) Discussion items 2002 Income and Salary Sale of company during five year period Employment opportunities after 5 year period Existing contribution commitments Future contribution commitments Current note & security Artwork & personal belongings