PART 8 - BUSINESS STRUCTURE & DETAILS

The following topics provide specific detail on J&B Incorporated's Business & Legal Structure.

Director(s):
The Company by-laws require a Board of Directors and the Directors shall form a quorum. To date, John Smith is the sole Director. A Director may, but not need be, a shareholder of J&B. The Companies Act requires Directors to be elected each year at the Annual Meeting of Shareholders of the Company. As a result, additional Directors will be appointed upon the completion of equity financing.

Officers:
The following persons represent the Officers of the Company;

President - John Smith
Vice President - Harry Jones
Secretary\Treasurer - Barry Beck

Corporate Records & Legal Services:
The Company's Minute Book contains the Letter Patent, By-Laws, a register of the Directors, a register of share transfers, a register of Shareholders, a ledger of Shareholders and the organizational Minutes of Meetings of the Shareholders and Directors. The Law Firm of Murphy & Associates has been retained to conduct legal services for J&B.

Stock Allocation and Transfers:
The authorized capital of the company is not less than $100.00. J&B's current shareholders and share holdings are as follows;

Shares may be transferred by endorsing the reverse side of the Certificate. However, the transfer is not effective until approved by the Board of Directors and registered in the corporate records of the Company. Upon a share transfer, the original certificates shall be surrendered for cancellation and new certificates issued to reflect the new share ownership in the Company.

Annual Meetings:
J&B will hold its annual meeting no later than six months after the first fiscal year end and each year thereafter. The annual meeting will be held for the purpose of transacting the following business;

• Approving the financial statements;
• Election of Directors for the coming year;
• Appointing Auditor; and
• Ratifying and confirming the acts of the Directors for the previous year.

In addition, a Directors's meeting will be held immediately following the annual meeting to elect the Officers for the upcoming year.

Equity Investors' Incentive Program
The Company is applying for the Equity Investors' Incentive Program. This Program, administered by the state government, provides a non-repayable cash grant to investors to encourage investment into Ohio businesses (not a real program - for presentation purposes only!!!).

J&B anticipates that it will reach an agreement whereby the state government contributes a 25% cash grant to eligible investors contributing funds to the Company's equity structure. Such an agreement will benefit the investor immediately and assist in getting J&B to the market quicker and more efficiently. Please Note: This Business Plan assumes that we will successfully receive approval for the Equity Investors' Incentive Program.

Issue of Class "B" Common Shares
J&B Incorporated is a corporation governed by the laws of the State of Ohio. According to the Memorandum of Association, voting ownership in J&B is currently held in Class "A" Common Shares by the following: John Smith, Harry Jones, and Barry Beck.

Voting and decisions involving J&B's business affairs is currently based upon a majority vote held amongst the holders of Class "A" Common Shares.

The Company intends to issue 50 Class "B", Common Shares, each having a par value of $2,000, for a total value of $100,000 . The J&B Class "B" Common Shares currently are available to the public.

Important features of the J&B Class "B" Common Shares:

• The Class "B" Common Shares have a par value of $2,000;
• The Class "B" Common Shares carry voting rights;
• The Class "B" Common Shares carry Participating rights;
• The Class "B" Common Shares are entitled to a $240 per share, non-cumulative dividend commencing November 30, 200W and each year thereafter;
• No dividend may be paid to the Holder of the any Class of Common or Preferred Shares unless an allocation has been made by the Board of Directors to the Retained Earnings;
• The J&B Class "B" Common Shares are retractable by the holders thereof at any time after December 31, 2002 , upon notice to the Board of Directors. The Board of Directors shall have the discretion to redeem out of its retained Earnings such amounts of J&B Class "B" Common Shares as it feels acting reasonably will allow J&B to remain in good financial shape. J&B has no obligation to do a proportionate redemption and has no obligation to ever redeem the J&B Class "B" Common Shares;
• In the event of any distribution of assets of J&B among the holders of Class "A" Common Shares (whether voluntarily or non-voluntarily), the Holders of Class "B" Common Shares shall be entitled to receive, from the assets and property of J&B, a sum equal to the par value of the Class "B" Common Shares in priority to and before any amount is paid to holders of Class "A" Common Share Capital. After the payment in full of the Par Value of J&B Class "B" Common Shares, the holders of the J&B Class "B" Common Shares are not entitled to any further distribution of property or assets of J&B.

Use of Proceeds
The Company proposes to use the proceeds from the sale of Class "B" Common Shares for product development and completion, to undertake market testing, to undertake entry into the marketplace, to develop comprehensive action plans, and to participate in future training product initiatives. Such planned expenditures are approved by the Board of Directors working in conjunction with the budget prepared by management. Specific proposed expenditures by J&B from the proceeds of the sale of Class "B" Common Share Capital can be viewed under the Company's forecasted statements.

Special Features
Purchasers of the J&B Class "B" Common Shares Issue will be eligible for a rebate offered by the state government equal to 25% of the purchase price of the J&B Class "B" Common Shares; provided they are eligible purchasers and that J&B complies with all program guidelines. As a result, the following table illustrates the impact of the 25% cash rebate on the purchase price of the J&B Class "B" Common Shares.

Most purchasers of the J&B Class "B" Common Shares will be eligible for the 25% Cash Rebate on the purchase price of the J&B Class "B" Common Shares. Serious purchasers of Class "B" Common Shares are advised to contact the "Program Divisions" at 555-5555 for complete terms and guidelines of the Equity Investors' Incentive Program.

J&B Class "B" Common Shares might be eligible investments for most Registered Retirement Savings Plans. While J&B will not issue any tax receipts for an investment in J&B Class "B" Common Shares, J&B will permit the Trustee of a Registered Retirement Plan for a member to acquire J&B Class "B" Common Shares. All investors are advised to contract an accountant to verify whether their investment into J&B Class "B" Common Shares is eligible for such contributions.

Rate of Return
The current Board of Directors has agreed that each Class "B" Common Share is entitled to a non-cumulative dividend of $240 before any dividends are paid to any other Class of Common Shares. The tables below illustrates the rate of return Class "B" Common Shareholders may earn; assuming the mandatory rate of return is approved by the Board of Directors and the Holder of the Class "B"Common Shares is an eligible candidate for the Equity Investor's Incentive Program. Please note, the following illustration assumes 50 Class "B" Common Shares have been issued and sold.

In addition, after mandatory dividends have been distributed to Class "B" Shareholders, all other Class Holders, including Class "B" shareholders will "share" the remaining dividend declared on a prorated bases. Since J&B is forecasting $20,000, $25,000 and $30,000 in dividends for November 30, 200W,200X, and 200Y respectively, an Investor's rate return should exceed 16%. Below illustrates the rate of return Holders of Class "B" Common Shares may earn after the 25% Cash Rebate is paid to Investors of J&B Class "B" Common Shares, after the mandatory, non cumulative dividend of $240 per share is approved by the Board of Directors and paid to the Class "B" Common Shareholders, and after the Class "B" Common Shareholder "share" the remaining forecasted annual dividend. Please note, the following illustration assumes 50 Class "B" Common Shares have been sold.

In addition to the dividend, Holders of J&B Class "B" Common Shares shall, when the J&B Class "B" Common Shares are redeemed or retracted for par value, have a gain of twenty-five percent (25%); provided they are entitled to receive the state government's 25% Cash Rebate.

While Management has taken steps to ensure the financial forecasts of J&B are accurate, prospective purchasers are cautioned that these rates of return are based on management's best estimates of the future revenues and expenditures. Actual rates of return may vary. There are no guarantees or implied warrantees by anyone that the investor will earn a rate of return or recover in full or in part his/her investment.

Right of Withdrawal
Any subscriber of the Class "B" Common Shares has two (30) days from the agreement to purchase the shares to provide written notice of his/her intent not to be bound by the agreement of purchase and sale of the Class "B" Common Shares. If not otherwise stated, notice to J&B may be sent in writing to:

J&B Incorporated
P.O. Box 1101
Bay City, Ohio
Zip 78787

Size of Offering:
Unless amended by the Board of Directors, the Minimum size of the issue of the J&B Class "B" Common Shares is $50,000 and the Maximum size of the issue of Class "B" Common Shares is $100,000. Shares will be offered for sale until April 30, 200W or until the offering is fully subscribed. Failure to meet the Minimum offering shall mean the Offering has not closed and entitles the Purchasers of the Class "B" Common Shares to have their investment returned to them without interest or any other reimbursement.

Commissions:
The Company may not pay any commission on the sale of the J&B Class "B" Common Shares.

Risk Factors
The purchase of the J&B Class "B" Common Shares is a speculative investment and there are no express or implied guarantees regarding the performance of J&B, return on investment, and payment of dividends. There is currently no market for J&B Class "B" Common Shares and there is no assurance any market will develop.

This concludes the J&B's Operations Section of the business plan.