PROPOSAL FOR THE POTENTIAL INVESTOR OF A "PROJECT(S)"

The "Project(s)" are set up as an L.L.C. Corporation with "The Investor" and "LegacyLight Incorporated".

Reasons to Incorporate or Organize an LLC

1. Protect yourself from personal liability 2. Tax Advantages

3. Easy transfer of ownership 4. Privacy

1. There are many advantages to incorporating or organizing an LLC. You are protecting yourself from personal liability because you are forming a legal entity that is separate from yourself as an individual. If anyone were to ever file a lawsuit for an action arising out of the business of the Corporation or LLC, that party would not be able to go after your personal assets such as your home, or car or boat etc. Therefore you have the peace of mind knowing that your personal assets are safe.

2. You will also be able to immediately take advantage of the tax system. You can take what otherwise would be non-deductible personal expenses and turn them into legitimate deductible business expenses. For example, meetings between officers or directors of the Corporation at a restaurant are deductible as a Corporate or LLC expense as long as the principle purpose of the meeting relates to the affairs of the Corporation or LLC. LLC's allow losses of the Corporation or LLC to flow directly to the owners thus creating a deduction against the ordinary income of an owner form other sources, on the owner's annual tax return.

3. A corporate or LLC structure can result in an easier transfer of ownership when it comes to various assets. For example, if you own real estate, by putting it into the Corporation or LLC not only do you protect that asset from your personal creditors but if you needed to transfer that property to someone else, you could do so simply through a private agreement such as a stock transfer agreement, rather than go through a formal real estate closing. The stock transfer agreement would transfer ownership interest in the Corporation or LLC from you, to the person you are transferring to, and since the real estate is already a corporate asset, you are effectively transferring your interest in that as well.

4. Incorporating or organizing and LLC enables you to make use of a marketing framework. A Corporation or LLC may also take advantage of state laws that grant it more privacy. The issue of privacy is also a great advantage to incorporating or organizing. In most states, the shareholders of a Corporation or members of an LLC are not disclosed and therefore are not public record. It is possible to set up your Corporation or LLC in such a way that your involvement in the company is never revealed.

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