Photofete

Jeff,

John Blaisdell had forwarded you a term sheet last week on Photofete. I
have attached a second draft which incorporates a few changes based on
conversations I had with Mark Hughes at Thompson Knight and Jennifer Binder.
Please give me a call if you have any comments on the term sheet. I have
advised Mark that we will not begin the drafting process until we have heard
back from him that the terms are acceptable.

<<Series A Term Sheet.doc<<

Regards,

John E. Price
Controller
Wincrest Ventures, L.P.
E-mail: jep@wincrest.com
(713) 690-4848
(713) 690-9997 fax

- Series A Term Sheet.doc