You are not quite finished with Great Ideas Co., Inc. ("GIC") and Best IT Co., Inc. ("BIT"). Now these parties have taken the following term sheet (this is the same term sheet you have seen before) and signed the following letter of intent (this is the revised letter of intent that I have completed).

Now, you need to start work on the second final agreement referenced in the letter of intent. This will be an entity document.

Please decide which form of business entity (i.e. general partnership, limited partnership, corporation or limited liability company) would be the very best for these parties and why. Please cover each of the following:

1. The necessary work to form this entity
2. The liability issues for GIC and BIT
3. The ability to obtain equity capital
4. The management structures
5. The tax situation for the entity and its participants
6. The exit strategy

Term sheet

1. Offering institution: Great Ideas Co., Inc., Hartford, CT
2. Receiving institution: Best IT Co. , Inc. East Hartford, CT
3. Nature of proposed agreement: to develop a new social media that is user friendly and protects user's personal data
4. Name of new entity: FeaturesWork
5. Nature of the business proposed: A new social media that will be the most user friendly and also protect the user's personal data
6. Duties of Offering Institution: To provide ideas and develop the business plan for this new company
7. Duties of Receiving Institution: To develop all of the IT infra structure for this new social media
8. Proposed budget and period: 2 years and a total of $1,000,000 with $500,000 for administrative costs and $500,000 for salaries
9. New company equity: $2,000,000
10. Price: Offering Institution, $1,000,000, Receiving Institution, $1,000,000
11. Governing Law: Connecticut

Letter of Intent

Collaborating Institutions

TO: Best IT Co., Inc.

FROM: Great Ideas, Co., Inc.

DATE: September 12, 2018

SUBJECT: To develop a new social media that is user friendly and protects user's personal data

Dear Best IT Co, Inc.:

Great Ideas, Co., Inc. offers this letter of intent ("Letter"), providing the mutual intent of both institutions to attempt to enter into a proposed business arrangement between Great Ideas, Co., Inc. and Best IT Co., Inc. ("Parties") in regard to: developing a new social media that is user friendly and protects user's personal data. This letter sets forth the proposed terms and conditions that Great Ideas, Co., Inc. will use as proposed material terms for the proposed agreement. This letter supersedes in its entirety any and all communications which previously occurred between the parties. The proposed terms and conditions are as follows:

1. Overall Structure: The Parties propose to establish Featureswork herein after referred to as the "New Entity"," and New Entity to be jointly owned by Great Ideas, Co., Inc. and Best IT Co., Inc.. The general purpose and structure of proposed New Entity is set forth as follows: a new social media that will be the most user friendly and also protect the user's personal data.

Great Ideas, Co., Inc. proposes to: provide ideas and develop the business plan for this new company. Best IT Co. proposes to: develop all of the IT infra structure for this new social media. The proposed budget period is two years, from September 12, 2018 through September 12, 2020. The proposed total budget for New Entity is One Million ($1,000,000) Dollars, which includes administrative costs of Five Hundred Thousand ($500,000) Dollars and salaries of Five Hundred Thousand ($500,000) Dollars.

2. Ownership: The proposed registered capital for the joint venture shall be Two Million Dollars of which Great Ideas, Co., Inc. could own fifty percent (50)% and Best IT Co., Inc. could own fifty percent (50)%.

3. Negotiation: Institutions propose to enter into negotiations under the proposed terms and conditions of this Letter. During any negotiation period set forth in Section 5, the parties will only negotiate with each other regarding the proposed matters set forth in this Letter but the Parties have no obligation to negotiate any final agreement and may terminate negotiations at any time.

4. Confidentiality: In the case that any confidential information should be exchanged between the Parties, resulting from negotiations under the terms and conditions of this Letter, both Parties shall agree to make any necessary efforts to keep all information confidential.

5. Time: The negotiation period shall be up to 90 days unless terminated by either Party sooner.

6. Public Announcement: Neither Institution shall make any public announcement regarding these negotiations, nor make any public announcement regarding the formation of New Entity without the express consent of both Parties.

7. Financial Contribution of Each Party: The financial contribution of each party with respect to this collaboration shall be as follows:

A. Great Ideas, Co., Inc. agrees to pay One Million Dollars ($1,000,000) for New Entity.

B. Best It Co. Inc. agrees to pay One Million Dollars ($1,000,000) for New Entity.

8. Governing Law: All matters arising from this Letter and any subsequent negotiations shall be governed by the laws of Connecticut.

9. Additional Terms of Transaction:

A. In the event of any litigation under this Letter, the losing party agrees to pay all of the prevailing party's attorney's fees and costs.

B. Other material essential proposed terms of any proposed agreement are not included herein and remain to be negotiated by the Parties.

C. The only sections of the agreement that are binding on the Parties are Sections 4 and 9(A) and all other matters addressed in this letter of intent are preliminary negotiations. Except for the sections mentioned in the preceding sentence, the Parties are not bound unless and until a final written agreement is executed by both Parties which neither Par.

If Best IT Co., Inc. finds the terms and conditions of this Letter to be acceptable and a reflection of the intentions of both Parties, please demonstrate this intent by signing and returning this letter at the principal place of business of Great Ideas, Co., Inc. as indicated in the opening of this Letter, on or before October 12, 2018

Signed

Great Ideas, Co., Inc. Best IT Co., Inc.

By:______________ By:_______________