Del Mar Neighborhoods United

Personal & Small Business Smarts

May 08, 2009

Article Titles:

Rebates

Last Will and Testament.

Joint and Mutual Will.

Certificate of Incorporation.

By Laws.

Non-Disclosure Agreement

Stock Option Agreement.

Do More with Less.

Five Ways To Get More From Your Phone.

How to Save Money on Your Monthly Tech Bills, by Dan Reilly, posted 10/16/08:

Solar Rewards Program

Free Office-type Apps

2 Little-known Google Freebees to make
Your Life Better

Use the Web for Faxing

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Rebates

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Last Will and Testament

I, ______________, residing at _________, ___________, being of sound mind and in the contemplation of the certainty of death, do hereby declare this instrument to be my last will and testament.

II.

I hereby revoke all previous wills and codicils.

III.

I direct that the disposition of my remains be as follows:
_________________________________________________________________

IV.

I give all the rest and residue of my estate to my spouse, ________________________, should they survive me for 60 days. If my spouse, ______________________________, does not survive me, I give all the rest and residue of my estate to ____________________. If neither _____________________________ nor ___________________ survives me, I give all the rest and residue of my estate to my heirs as determined by the laws of the State of ____________, relating to descent and distribution.

V.

I appoint __________________, to act as the executor of this will, to serve without bond. Should __________________ be unable or unwilling to serve, then I appoint ______________ to act as the executor of this will.

I herewith affix my signature to this will on this the ____________ day of ____________, 19___ at ________________________________________, in the presence of the following witnesses, who witnessed and subscribed this will at my request, and in my presence.

ATTESTATION CLAUSE

On the date above written, ______________, well known to us declared to us, and in our presence, that this instrument, consisting of _____ pages, is their last will and testament, and ______________, then signed this instrument in our presence, and at ______________?’s request we now sign this will as witnesses in each other?’s presence. Further that ______________, appeared to us to be of sound mind and lawful age, and under no undue influence.

Witness:
________________________________________


Address: ______________________________


Witness:
_______________________________________

Address: ______________________________

Witness:
______________________________________

Address: _____________________________

STATE OF ______________
COUNTY OF _____________

Before me, the undersigned authority authorized to take acknowledgments and administer oaths, personally appeared:
__________________________________________________

__________________________________________________
__________________________________________________

__________________________________________________
who after being having duly sworn or affirmed to tell the truth, stated:
1. That ______________ declared this instrument to be their last will and testament to the witnesses.
2. That ______________ signed this instrument in their presence.
3. That the witnesses signed as witnesses in the presence of ______________ and each other.
4. That ______________ is well known to the witnesses, and the witnesses believe ______________ to be of lawful age, of sound mind and under no undue influence or constraint.

__________________________________________________
Notary
My Commission Expires: _________________________


Last Will and Testament Review List

This review list is provided to inform you about this document in question and assist in its preparation. This is a simple will and useful for that reason. Be sure to complete this if you have no other will. This provides a wonderful starting point. To take pressure off yourself, make a new will at the same time you have to renew your driving license. Consider it an ongoing process so you don?’t try to anticipate all future events. Just take care of the next 3 to 5 years and then do a new will. You can give no greater gift to your heirs, should you die early, than to have a will in place to avoid all the problems of dying without one.

1. Have three witnesses witness your signing. Have a notary witness the signatures. This covers the requirements of all states and insures your heirs do not have a problem if state laws change, which they do.

2. Make multiple copies. Keep one in a home safe. Keep one off premises. Give your spouse a copy or the person closest to you.

3. Note that we have only provided one Last Will and Testament form. This is done because we can only provide the skeleton of the document. The most important step is to enact it. Then it is up to you to provide for the level of specificity you desire. Rather than attempt to present a variety of wills for your review, we believe it simpler to provide a standard will and advise you to seek legal counsel if you want to make it too much more complex. In addition, remember to reduce your stress consider doing a will that will cover just the next few years, as suggested above, and then modify it to fit your later circumstances such as having children or your children leaving home.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx


Joint and Mutual Will

I,____________________ and ______________________ do hereby publish our last will and testament:

ARTICLE I

We declare that we are husband and wife.

ARTICLE II

We revoke all former wills and codicils made by either or both of us.

ARTICLE III

We give to one another all the rest, residue and remainder of our property of any kind whatever, including property held now and property that we may be entitled to in the future.

ARTICLE IV

In the event that we die in a common disaster, or within 15 days of one another, we give the rest, residue and remainder of your property of any kind whatever, including property now held and property that we may be entitled in the future:
__________________________________________________

ARTICLE V

We appoint the survivor of us to act our personal representative, and direct that they shall serve without bond. In the event that we die in a common disaster or within 15 days of one another, we appoint _____________ to act as our personal representative, who shall also serve without bond.

ARTICLE VI

We declare that this mutual will is not made pursuant to any special agreement that such provisions have been made in consideration of the other one of us similarly providing, and each of us reserve to ourselves, severally, the right to revoke this will in any event without notice.

Revocation by one party shall render this will null and void.

ARTICLE VII

The failure to list anyone as a beneficiary herein is intentional.


Dated: ____________________________

_____________________________________
First Party

_____________________________________
Second Party


ATTESTATION CLAUSE

On the date above written, _______________________ and ____________________, well known to us declared to us, and in our presence, that this instrument,
consisting of _____ pages, is their last will and testament, and _____________________ and _____________________, then signed this instrument in our presence, and at ______________________ and _____________________'s request we now sign this will as witnesses in each other's presence. Further that ______________________ and ____________________, appeared to us to be of sound mind and lawful age, and under no undue influence.

Witness:
__________________________________________________

Address: __________________________________________________

Witness:
_________________________________________________

Address: __________________________________________________

Witness:
_________________________________________________

Address: ______________________________________________________


STATE OF _______________
COUNTY OF ______________

Before me, the undersigned authority authorized to take acknowledgments and administer oaths, personally appeared:
_________________________________________________

__________________________________________________

__________________________________________________

who after being having duly sworn or affirmed to tell the truth, stated:

1. That _____________________ and __________________ declared this instrument to be their last will and testament to the witnesses.

2. That _____________________ and __________________ signed this instrument in their presence.

3. That the witnesses signed as witnesses in the presence of ____________________, _________________ and each other.

4. That ____________________ and ____________________ are well known to the witnesses, and the witnesses believe ____________________ and __________________ to be of lawful age, of sound mind and under no undue influence or constraint.


_______________________________________________
Notary
My Commission Expires: _________________________

Joint and Mutual Will
Review List

This review list is provided to inform you about this document and assist you in its preparation. This is a standard joint and mutual will. Feel free to add and modify it.

1. Make multiple copies. Put one in your home safe. Give one to each spouse or the person closest to you. Keep one in your home safe. Give one to your attorney, if you have one.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Certificate of Incorporation

1. Name.

The name of the Corporation (?“Corporation?”) is ___________________________.

2. Principal Office and Registered Agent.

The Corporation?’s registered office in the State of _________________ is in the City of _________________, County of _______________________. Its registered agent?’s name and address is: ___________________________________________________________________.

3. Purposes.

The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of __________________________.

4. Capital Stock.

The total number of shares of capital stock that the Corporation shall have authority to issue is , all of which are to be common stock.

5. Existence.

The Corporation is to have perpetual existence.

6. Liability of Stockholders.

The private property of the stockholders shall not be subject to the payment of corporate debts.

7. Management.

Subject to the provisions of the laws of the State of ________________, the following provisions are adopted for the management of the business and for the conduct of the affairs of the Corporation, and for defining, limiting and regulating the powers of the Corporation, the directors and the stockholders:

(a) The books of the Corporation may be kept at such place or the Board of Directors may from time to time designate.

(b) The business of the Corporation shall be managed by its Board of Directors; and the Board of Directors shall have power to exercise all the powers of the Corporation, including but limited to the power to create mortgages upon the whole or any part of the property of the Corporation, real or personal, without any action of or by the stockholders, except as otherwise provided by statute or by the Bylaws.

(c) An increase in the number of directors shall be deemed to create a vacancy or vacancies in the Board of Directors, to be filled in the manner provided in the Bylaws. Any director or any officer elected or appointed by the stockholders or by the Board of Directors may be removed at any time, in such manner as shall be provided in the Bylaws.

(d) The Board of Directors shall have power to make and alter Bylaws, subject to such restrictions upon the exercise of such power as may be imposed by the stockholders in any bylaws adopted by them from time to time.

(e) The Board of Directors shall have the power, in its discretion, to fix, determine and vary the amount to be retained as surplus and the amount or amounts to be set apart out of any of the funds of the Corporation available for dividends as working capital or a reserve or reserves for any proper purpose, and to abolish any such reserve in the manner in which it was created.

(f) The Board of Directors shall have the power, in its discretion, to determine whether and to what extent and at what times and places and under what conditions and regulations the books and accounts of the Corporation, or any of them, other than the stock ledger, shall be open to the inspection of stockholders; and no stockholder shall have any right to inspect any account or book or document of the Corporation, except as conferred by law or authorized by resolution of the directors or of the stockholders.

(g) Upon any sale, exchange or other disposal of the property and/or assets of the Corporation, payment may be made either to the Corporation or directly to the stockholders in proportion to their interests, upon the surrender of their respective stock certificates, or otherwise, as the Board of Directors may determine.

(h) In case the Corporation shall enter into any contract or transact any business with one or more of its directors, or with any firm of which any director is a member, or with any corporation or association of which any director is a stockholder, director or officer, such contract or transaction shall not be invalidated or in any way affected by the fact that such director has or may have an interest therein which is or might be adverse to the interests of the Corporation, even though the vote of such director might have been necessary to obligate the Corporate upon such contract or transaction; provided, that the fact of such interest shall have been disclosed to the other directors or the stockholders of the Corporation, as the case may be, acting upon or with reference to such contract or transaction.

(i) The Corporation reserves the right to amend, alter, change, add to or repeal any provision contained in this Certificate of Incorporation in the manner now or hereafter prescribed by statute; and all rights herein conferred are granted subject to this reservation.

I, THE UNDERSIGNED, the incorporator before named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of _____________________, do make this Incorporation, declaring and certifying that this is my free act and deed and the facts stated are true, and accordingly I have set my hand this _ day of _______ (month), _____ (year).

_________________________
Incorporator(s)



BE IT REMEMBERED that on the above date, the Incorporator personally came before me and is personally known to me as the same person as executing the above document and acknowledged that they signed this document as the individual?’s free act and deed and declared that the statements therein contained are true to the best of the person?’s knowledge and belief.

Notary Public for the State of __________________________.

IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year above written.
________________________________
Notary Public
My commission expires: ____________


Certificate of Incorporation
Review List

This review list is provided to inform you about the document in question and assist you in its preparation.

1. Before filing this form with the state, call to confirm the address and procedure for filing, including fees. Also confirm that the name selected for the corporation is available and, where appropriate, reserve the name.

2. After filing with the state, it may be necessary to file this document in another office, such as the county recorder of deeds. The state corporation office where the document is originally filed can advise about additional filing requirements.

3. The Certificate of Incorporation is used to form a for-profit corporation. This form cannot be used to from any type of entity except a corporation.

4. Incorporation laws vary from state to state and change over time. Before using this document, have a lawyer review it.

5. The original of this document should be kept in your corporate minute book or wherever important corporate documents are kept. A duplicate set should be kept in your home or business office.


xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

By Laws of

Section 1. Offices.
The registered office shall be in the City of _____________________, in the County of _____________, in the State of ______________________________. The corporation may also have offices at such other places within and without the State, as the Board of Directors may determine or as the business of the corporation may require.

Article 1

Stockholder Meetings

Section 1. General.

Meetings of the stockholders shall be held at such a place within or without the State as is designated by the Board of Directors.

Section 2. Annual Meeting.

The annual meeting of the stockholders, commencing with the year of Incorporation shall be held on May 15 of each year at 10 AM at the then Corporate Headquarters unless it is a legal holiday, then it will be held on the next business day following.

Any change to the above shall be designated by the Board of Directors and stated in the notice of the meeting, at which they shall elect by a plurality vote the Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the annual meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10) nor more than sixty (60) days before the date of the meeting. The officer who has charge of the stock ledger of the corporation shall prepare and make, at least twenty (20) days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least twenty (20) days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present.

Section 3. Special Meetings.

Special meetings of the stockholders, for any purpose or purposes, unless otherwise prescribed by statute or by the corporation may be called by the President and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors, or at the request in writing of stockholders owning a majority in amount of the entire capital stock of the corporation issued and outstanding and entitled to vote. Such request shall state the purpose or purposes of the proposed meeting. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called, shall be given not less than ten (IO) or more than sixty (60) days before the date of the meeting, to each stockholder entitled to vote at such meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

Section 4. Quorum.

The holders of a majority of the stock issued and outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders for the transaction of business, except as otherwise provided by statute or by the Certificate. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote, present in person or represented by proxy, shall have power to adjourn the meeting to a future date at which a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented any business may be transacted which might have been transacted at the meeting as originally notified. Notice need not be given of the adjourned meeting if the time and place are announced at the meeting in which the adjournment occurs. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Section 5. Voting.

When a quorum is present at any meeting, the vote of the holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which by express provision of the statutes or of the Certificate, a different vote is required in which case such express provision shall govern and control the decision of such question. Unless otherwise provided in the Certificate or by statute, each stockholder shall at every meeting of the stockholders be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, but no proxy shall be voted on after two years from its date, unless the proxy provides for a longer period. Every proxy shall be revocable by the stockholder executing it, except where an irrevocable proxy is permitted by statute.

Section 6. Written Consent.

Unless otherwise provided in the Certificate, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and to the Secretary of the corporation. Any such consent shall be filed with the minutes of the corporation.

ARTICLE 2

BOARD OF DIRECTORS

Section 1. Management and Number.

The property, business and affairs of the corporation shall be controlled and managed by a Board of Directors. The number of directors to constitute the first Board of Directors is three (3) and such number may be increased or decreased by future action of the Board of Directors. Its Board of Directors, which may exercise all such powers of the corporation and do all such lawful acts, shall manage the business of the corporation and things as are not by statute or by the Certificate or by these bylaws directed or required to be exercised or done by the stockholders.

Section 2. Vacancies.

Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority vote of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and shall qualify, unless sooner displaced. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling any vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board of Directors (as constituted immediately prior to any such increase), then the appropriate court of the State may, upon application of any stockholder or stockholders having at least ten (10%) percent of the total number of shares then outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships or to replace directors chosen by the directors then in office.

Section 3. Locations.

The Board of Directors of the corporation may hold meetings, both regular and special, at any place convenient for them. If the meeting location is under dispute, for any reason whatsoever, it shall occur at the then headquarters of the Company.

Section 4. First Meeting.

The first meeting of each newly elected Board of Directors shall be held at such time and place as shall be fixed by the vote of the stockholders at the annual meeting and no notice of such meeting shall be necessary to the newly elected directors in order legally to constitute the meeting, provided a quorum shall be present. In the event of the failure of the stockholders to fix the time or place of such first meeting of the newly elected Board of Directors, or in the event such meeting is not held at the time and place so fixed by the stockholders, the meeting may be held at such time and place as shall be specified in a notice given as hereinafter provided for special meetings of the Board of Directors, or as shall be specified in a written waiver signed by all of the directors.

Section 5. Regular Meetings.

Regular meetings of the Board of Directors may be held without notice at such time and at such place as shall from time to time be determined by the Board of Directors themselves.

Section 6. Special Meetings.

Special meetings of the Board of Directors may be called by the President on two days' notice to each director, either personally or by mail or by fax, setting forth the time, place and purpose of the meeting. The President or Secretary shall call special meetings in like manner and on like notice on the written request of any two directors. These meetings may be held by video or telephone conference call.

Section 7. Quorum.

At all meetings of the Board of Directors, a majority of directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may otherwise be specifically provided by statute or by the Certificate. If a quorum shall not be present at any meeting of the Board of Directors, the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 8. Action by Consent.

Unless otherwise restricted by the Certificate, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if a majority of the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 9. Committees, Membership, Powers.

The Board of Directors may, by resolution passed by a majority of the Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members thereof present at any meeting and not disqualified from voting, whether or not he, she or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have the power or authority in reference to amending the Certificate; adopting an agreement of merger or consolidation; recommending to the stockholders the sale, lease or exchange of all or substantially all of the corporation's property and assets; recommending to the stockholders a dissolution of the corporation or a revocation of a dissolution; amending the bylaws of the corporation; or increasing or decreasing the membership of the Board of Directors; and, unless the resolution or the Certificate expressly so provide, no such committee shall have the power or authority to declare a dividend or to authorize the issuance of stock. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors.

Section 10. Committee Meeting Minutes.

Each committee shall appoint a secretary of each meeting and keep regular minutes of its meetings and report the same to the Board of Directors.

Section 11. Compensation of Directors.

Unless otherwise restricted by the Certificate, the Board of Directors shall have the authority to fix the compensation of directors. The directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors and a stated salary as director. No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation in that regard. Members of special or standing committees may be allowed like compensation for attending committee meetings.

ARTICLE 3 NOTICES
Section 1. Notices.

Whenever, under the provisions of the statutes or of the Certificate or of these bylaws, notice is required to be given to any director or stockholder, it shall not be construed to mean personal notice, but such notice may be given in writing, by mail, addressed to such director or stockholder at their address as it appears on the records of the corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the US mail. Notice to directors may also be given by fax or a recognized over night delivery service such as FedEx.

Section 2. Waivers.

Whenever any notice is required to be given under the provisions of the statutes or of the Certificate or of these bylaws, a waiver thereof in writing, signed by the person or persons entitled to said notice, whether before or after the time stated therein, shall be deemed the equivalent.

ARTICLE 4 OFFICERS
Section 1. Designations.

The Board of Directors shall choose the officers of the corporation and there shall be a Chairman of the Board of Directors, a President, a Secretary, and a Treasurer. The Board of Directors may also choose additional Vice Presidents, and one or more Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person, unless applicable law, the Certificate or these bylaws otherwise require.

Section 2. Term Removal.

The Board of Directors at its first meeting and after each annual meeting of stockholders shall elect a Chairman of the Board of Directors, choose a President, a Secretary, and a Treasurer. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined by the Board of Directors. The officers of the corporation shall hold office until their successors are chosen. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority if the Board of Directors. The Board of Directors shall fill any vacancy occurring in any office of the corporation.

Section 3. Salaries.

The salaries of all officers and agents of the corporation shall be fixed by the Board of Directors. Any payments made to an officer of the corporation as compensation, salary, commission, bonus, interest, or rent, or in reimbursement of entertainment or travel expense incurred by said officer, shall be, to the greatest extent practical, a deductible expense of the corporation for federal and state income tax purposes.

Section 4. The Chairman of the Board of Directors.

The Chairman of the Board of Directors (if one shall be elected by the Board of Directors) shall preside at all meetings of the shareholders and at all meetings of the Board of Directors. The Chairman shall perform all the duties incident to the office of Chairman of the Board of Directors and such other duties as the Board of Directors determine or as may be prescribed by these bylaws. In the absence of the President, the Chairman shall be the CEO and acting President of the corporation.

Section 5. The President & CEO.

The President shall be the chief executive (CEO), shall have general supervision of the business and finances of the corporation, shall see that all orders and resolutions of the Board of Directors are carried into effect and shall, in the absence of the Chairman of the Board of Directors, preside at all meetings of the shareholders and directors. The President may execute all bonds, deeds, mortgages, conveyances, contracts and other instruments, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the corporation, or shall be required by law otherwise to be signed or executed. The President shall have the power to appoint, determine the duties and fix the compensation of such agents and employees as in his judgment may be necessary or proper for the transaction of the business of the corporation. In general, the President shall perform all duties incident to the office of President and such other duties as may from time to time be assigned to him by the Board of Directors. The Board of Directors may confer like power on any other person or persons, except those that by statute are conferred exclusively on the President.

Section 6. The Corporate Vice Presidents.

The Corporate Vice Presidents shall perform such duties as shall be assigned to them and shall exercise such powers as may be granted to them by the Board of Directors or by the President of the corporation. In the absence of the President and the Chairman of the Board of Directors, the Corporate Vice Presidents, in order of their seniority, may perform the duties and exercise the powers of the President with the same force and effect as if performed by the President and shall generally assist the President and shall perform the duties and have the powers prescribed by the Board of Directors from time to time.

Section 7. The Secretary.

The Secretary shall attend all meetings of the Board of Directors and all meetings of the stockholders and record all the proceedings of the meetings of the corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or President, under whose supervision he or she shall be. The Secretary shall have custody of the corporate seal of the corporation and he or she, or an Assistant Secretary, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by his or her signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the corporation and to attest the affixing by his signature.

Section 8. Assistant Secretary.

The Assistant Secretary, or if there be more than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time to prescribe.

Section 9. The Treasurer.

The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his or her transactions as Treasurer and of the financial condition of the corporation.

Section 10. Assistant Treasurer.

The Assistant Treasurer, or if there shall be more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his or her inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.

ARTICLE 5

CERTIFICATES OF STOCK

Section 1. Certificates of Stock.

Every holder of stock in the corporation shall be entitled to have a certificate, signed by, or in the name of the corporation by the Chairman of the Board of Directors, or the President or a Vice President and the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the corporation, certifying the number of shares owned by him or her in the corporation. Any or all of the signatures on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the corporation with the same effect as if he or she were such officer, transfer agent or registrar at the date of issue.

Section 2. Lost Certificate.

The Board of Directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or to give the corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 3. Transfers of Stock.

Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books.

Section 4. Fixing Record Date.

In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting, nor more than sixty (60) days prior to any other action. A determination of stockholder of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 5. Registered Stockholders.

The corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State.

ARTICLE 6

GENERAL PROVISIONS

Section 1. Dividends.

Dividends upon the capital stock of the corporation, subject to the provisions of the Certificate, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate.

Section 2. Reserves.

Before payment of any dividend, there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves for working capital, or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

Section 3. Annual Statement.

The Board of Directors shall present at each annual meeting, and at any special meeting of the stockholders when called for by vote of the stockholders, a full and clear statement of the business and condition of the corporation.

Section 4. Checks and Deposits.

Such officer shall sign all checks or demands for money and notes of the corporation or officers or such other person or persons as the Board of Directors may from time to time designate. All funds of the corporation not otherwise employed may be deposited to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may from time to time select.

Section 5. Fiscal Year.

The fiscal year of the corporation end on December 31 of each year unless otherwise fixed by a resolution of the Board of Directors.

Section 6. Seal.

The corporate seal shall have inscribed thereon the name of the corporation, the year of incorporation.

ARTICLE 7 AMENDMENTS
Section 1. Amendments.

These bylaws may be altered, amended or repealed or new bylaws may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the Certificate, at any regular meeting of the stockholders or of the Board of Directors or at any special meeting of the stockholders or of the Board of Directors if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting.
ARTICLE 8
INDEMNIFICATION AND INSURANCE

Section 1. Indemnification.

A. The corporation shall indemnify to the full extent authorized or permitted by the general corporation law of the State, as now in effect or as hereafter amended, any person made, or threatened to be made, a party to any threatened, pending or completed action, suit or proceeding (whether civil, criminal, administrative or investigate, including an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the corporation or serves or served any other enterprise as such at the request of the corporation.

B. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which such persons may be entitled apart from this Article IX. The foregoing right of indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 2. Insurance.

The corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the corporation would have the power to indemnify him or her against such liability under the provisions of the general corporation law of the State.

______________________
___________________________
Secretary of Corporation Acknowledged by First President

______________________
Date

By Laws
Review List

This review list is provided to inform you about the document in question and assist you in its preparation.

1. The Bylaws is used only after your corporation has been legally formed. This form is not used with any type of entity except corporations.

2. Bylaws must be approved by the corporation according to the law of the state where the corporation was formed. In most states, the directors are empowered to adopt the Bylaws.

3. Since this is a fundamental part of your corporate charter and existence, it is important that your lawyer review the By Laws and make appropriate recommendations and suggestions.

4. The original kept with your corporate minute book or wherever important corporate documents are kept. You should also keep a backup copy in your office or home, with other corporate formality documents.



xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Non-Disclosure Agreement

_____________________, and _____________________, agree:

_____________________ and _____________________ may from time to time disclose to one another certain confidential information or trade secrets generally regarding ______________________.

_____________________ and _____________________ agrees that they shall not disclose the information so conveyed, unless in conformity with this agreement. Both parties shall limit disclosure to their officers and employees with a reasonable ?“need to know?” the information, and shall protect the same from disclosure with reasonable diligence.

As to all information, which each party claims is confidential, they shall reduce the same to writing prior to disclosure and shall conspicuously mark the same as ?“confidential,?” ?“not to be disclosed?” or with other clear indication of its status. If the confidential information which is disclosed is not in written form, for example, a machine or device, the parties shall be required prior to or at the same time that the disclosure is made to provide written notice of the secrecy claimed by the party. The parties agree upon reasonable notice to return the confidential tangible material provided by the other party upon reasonable request.

The obligation of non-disclosure shall terminate when if any of the following occurs:
(a) The confidential information becomes known to the public without the fault of the party receiving disclosure, or;
(b) The information is disclosed publicly by the party disclosing, or;
(c) a period of __________ passes from the disclosure, or;
(d) the information loses its status as confidential through no fault of the party receiving disclosure.

In any event, the obligation of non-disclosure shall not apply to information which was known to a party prior to the execution of this agreement.

Dated: _______________________________


________________________________________________
______________ By Company


_______________________________________________
______________ By Individual
Non-Disclosure Agreement
Review List

This review list is provided to inform you about this document in question and assist you in its preparation. This Non-Disclosure agreement appears in a more complex form in other employment documents. The purpose of using this one is that it is narrow in scope and therefore both more enforceable and acceptable to prospective signers due to its limited nature.

1Make multiple copies. Keep one in the individual?’s file and another in a general non-disclosure file. Give one to the signer as well.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Stock Option Agreement

This Stock Option Agreement (?“Agreement?”) is made by and between ____________ ("Optionor") and ______________________ ("Optionee").


The Optionor is the legal and beneficial owner of __________ authorized shares ("Optionor Shares") in the capital stock of __________________ ("Corporation"). The Optionor wishes to grant to the Optionee and the Optionee wishes to accept from the
Optionor, an option to purchase _____________of the Optionor Shares ("Optioned Shares").

Therefore in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Optionor grants to the Optionee an option (the "Option") to purchase the Optioned Shares at a purchase price (the "Purchase Price") of $ _____ per share for an aggregate Purchase Price of $ __________, subject to the following terms and conditions:

1. Option Exercise Period.

The Option may be exercised by the Optionee in whole, not in part, at any time from the date of this Agreement until the day preceding the earlier of (i) ________________, (ii) death of the Optionee, or (iii), the Termination Date of this Option Exercise Period. These options shall terminate on the Termination Date unless exercised by the Optionee prior to it.

2. Exercise of Option.

The Optionee shall, for the purposes of exercising the Option, give to the Optionor notice in writing ("Notice"), accompanied by a bank check payable to the Optionor in the amount of the Purchase Price.

3. Transfer of Optioned Shares.

Upon compliance by the Optionee with all of the terms and conditions of this Agreement and upon receipt by the Optionor of (i) the Notice, and (ii) payment of the Purchase Price, the Optionor shall sell and transfer to the Optionee the Optioned Shares and as evidence of it, the Optionor shall execute in favor of the Optionee a form of transfer and an endorsement on the share certificates representing the Optioned Shares, together with other documents to evidence the sale and transfer as the Optionee requests. The Optionor shall also cause the Corporation's directors to consent to the sale and transfer of the Optioned Shares to the Optionee.

4. Non-Assignability of Option.

The Option is personal to the Optionee. Therefore, the Optionee may not sell, assign or otherwise transfer the Option or any of its rights under this Agreement without the prior written consent of the Optionor.

5. Notices.

Any notice required by this Agreement or given in connection with it, shall be in writing and shall be given to the appropriate party by personal delivery or a recognized over night delivery service such as FedEx.

If to the Optionor: _____________________________________________________.

If to the Optionee: ___________________________________________________.

6. No Waiver.

The waiver or failure of either party to exercise in any respect any right provided in this agreement shall not be deemed a waiver of any other right or remedy to which the party may be entitled.

7. Entirety of Agreement.

The terms and conditions set forth herein constitute the entire agreement between the parties and supersede any communications or previous agreements with respect to the subject matter of this Agreement. There are no written or oral understandings directly or indirectly related to this Agreement that are not set forth herein. No change can be made to this Agreement other than in writing and signed by both parties.

8. Governing Law.

This Agreement shall be construed and enforced according to the laws of the State of ____________________ and any dispute under this Agreement must be brought in this venue and no other.

9. Headings in this Agreement

The headings in this Agreement are for convenience only, confirm no rights or obligations in either party, and do not alter any terms of this Agreement.

10. Severability.

If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.

In Witness whereof, the parties have executed this Agreement as of the date first written above.

_________________________ _______________________
Optionor Optionee

___________________
Date


This review list is provided to inform you about the document in question and assist you in its preparation. Stock option agreements are a tricky business for a number of reasons:

1. Many states regard these agreements as falling under employment agreements and/or covenants which opens them up to examination by various labor boards in addition to the Attorney General?’s office for fraudulent enticement and other matters. The argument is that Stock Options can be offered employees as ?“bait?” to avoid receiving higher salaries. Therefore, this is an infringement of various rights, in the eyes of these states, their laws and statutes, and their enforcement officials.

2. Many employees view stock option offers in a similar manner and are not motivated by receiving them, and, to some extent are demotivated by the offer, especially after their families make derogatory comments about the ?“worth?” of these options. In fact, I have had several employees resign when offered options because of personal upset caused by both the potential upside and more likely worthlessness of these options (a common result, of course; however, having said that, if the company works, the options can mean big bucks).

3. In addition, if the Corporation grants these options to any of its employees they then change their role, in part, to being an owner. This is an entirely different relationship than being an employee and often serves to confuse employer and employee alike, when employee turns the table on management and starts cross examining management (their absolute right as shareholders) and offering different suggestions than those of their immediate supervisor (another absolute right of a shareholder to offer suggestions, but in the appropriate forum of course, which is not in the course of their daily employment; but, these distinctions often get muddled among option holders).

4. The safest course is not to offer these at all. This is the unintended consequence of the events and facts enumerated above. However, it is not our role to advocate changing what is, but in suggesting how to deal with things as they are, until they are modified to become friendlier to the option-issuing corporation.

5. I have found the no option approach works best in our company and the last few we have set up. In fact, in classified ads seeking employees, my response level has always been higher and with a more qualified group when I offer regular employment versus when I offer regular employment plus an option or stock opportunity. People have become suspicious of these offers, rightfully or wrongfully. If you want to secure an employee?’s commitment to the company, consider an outright issuance of stock so they have what they have and that is that. On the whole, though, you may find it wiser to not issue stock at all to employees. Pay them more instead. It will be simpler and probably cheaper in the long run. The above is business advice only.

6. Legally, you are issuing securities in this agreement and should have the agreement reviewed by an appropriately knowledgeable attorney in securities law. Have both parties sign the Agreement in duplicate, have these Agreements ratified by your Board and inserted into your minute book, and keep an extra copy in the employee?’s or other person?’s file in your company.

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Do More with Less
By RACHEL MERANUS, ENTREPRENEUR.COM

New communications and PR tools offer marketers less costly (and equally effective) alternatives for building brand and product awareness.

Tough economic times are forcing many companies to cut back marketing and advertising budgets. According to figures released by the Publisher?’s Information Bureau in January, consumer magazine advertising pages dropped nearly 12 percent in 2008. While cost cutting may be necessary to remain solvent, forcing your marketing department to go on a crash diet can cause companies to lose the momentum and brand awareness they've built up through long-term campaigns.

Just because times are lean doesn't mean you have to sacrifice your hard-earned market share. Use this economic downturn as a chance to supplement your marketing and advertising activities with targeted public relations campaigns that capitalize on the brand awareness you've already cultivated.

Get Social
If your company still hasn't made the leap into social media, now's a great time to establish a foundation for such activities. Research the top industry blogs, and if blogs aren't already included in your media outreach plans, integrate them. Get involved in the conversation. If you don't have the time to start your own blog, become an active commenter, or get involved in microblogging via Twitter.

Check out how your competitors are utilizing Web 2.0 tools and familiarize yourself with the social media applications frequently leveraged by marketers -- Facebook, Twitter, Del.i.cious, YouTube, Digg, etc. These applications are rapidly becoming an essential platform for marketing and brand building as more and more consumers increase the scope of their activity on the web.

Make Your Press Release Interactive
Press releases have been traditionally used by marketers to announce larger campaigns, like product launches and sales events. Issued as a text announcement, a release would set the stage for more expansive and engaging communications efforts that would be used to ultimately entice the company's target audiences.

However, advances in technology have made the press release a much more dynamic, interactive multimedia communications tool. Today's press release is actually a multimedia news release, combining text with video, photos, social media elements and much more. Further, changes in the way people access and share information have prompted many companies to reassess how a marketing campaign can be executed and the tools necessary to make an impact in today's dynamic communications environment. As a result, more communicators are turning to the multimedia news release because it's the most comprehensive.

With more people relying on web-based and social media-driven platforms as their first point of access to the world, the ability to package corporate messages, multimedia content and social media links in a single communications format is key. Moreover, this tactic not only presents strategic advantages for reaching one's target audiences, but also economic benefits through the consolidation of marketing and PR efforts.

Stand Out in the Industry
The concept of thought leadership involves positioning people at your company as expert sources available for commentary on issues related to your industry. If done properly, thought leadership offers a valuable opportunity to position your company as an important player in your field and generate marketable attention for your products and services.

Many publications and industry-specific websites accept articles from experts in the field. These bylined articles can be a great way to position your spokespeople and generate further awareness of your brand. Letters to the editor, which are accepted by many print and online publications, can be another great way to highlight your spokespeople and establish your company as a leading authority on an issue or topic pertinent to the industry.

In addition to promoting your company's expertise, case studies offer an excellent vehicle for highlighting your products or services. They're not only useful in hooking the interest of reporters; they can also be valuable collateral for your marketing team or website. Reach out to clients who have the most compelling stories to see if they'd like to share their stories. Often, they're happy to discuss the success that a product or service brought to their business.

Conferences, trade shows and webinars also offer a number of opportunities for industry experts to lead roundtable discussions, participate on a panel or even give the keynote address. Speakers generally get a free pass to the event and an invaluable opportunity to advance both their businesses and personal brand. Deadlines for speaker proposals can range from weeks to more than a year prior to an event, so be sure to plan in advance.

Traditional PR has been an important complement to marketing and advertising programs. The press that results from a successful media campaign can be invaluable in creating sustained corporate and brand recognition. Remember, in these difficult times, there's no actual cost attached to getting an article published other than the time and effort required to develop a story and pitch a reporter.

Don't give up on your communications and marketing goals just because you have fewer resources. In this environment, the companies that make the most out of their resources and bring the most creativity into their communications programs will draw the highest return.

Rachel Meranus is Entrepreneur.com's PR columnist and vice president, public relations at PR Newswire. Get more information about PR Newswire and public relations with their PR Toolkit for small businesses.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxx

Five Ways To Get More From Your Phone.

Scan and Fax

The Qipit.com service is a nifty way to snap a photo of a page instead of having to head to the photocopier. Just take a picture of a document with your camera phone, send the photo to the Qipit service and later print it out from the Web site. Another service, scanR.com, offers similar capabilities and will also display the document on your phone.

Find Cheap Gas

Although gasoline prices may have fallen to sane levels again, you shouldn't stop comparing prices. Rather than drive around looking to save a nickel a gallon, head over to Gasrunner.com, where you can find the cheapest gas stations within 20 miles of your current location. The service costs $9.99 a month and does require a data plan for mobile Web access, so the savings might not be as much. But keep this one in mind should gasoline prices skyrocket again.

Read the Daily News

The FreeRange Web reader app lets your phone deliver news channels to you. You can get up to 10 channels for free. You can read blogs, news feeds and even receive weather updates, sports scores and other information, all without the need to surf any Web sites. There's a deluxe version for the Palm OS, which provides optional Google Reader integration and includes a built-in article browser as well as ability to zoom in and out.

Check Your Calendar

Here's one app you might not even have to download: Most mobile handsets have a built-in calendar that can remind you of meetings, events or that trip to the dentist that you try to forget. Newer phones may even let you connect with your desktop computer calendar using Gmail.

Check for Traffic

Not all GPS devices will warn you about congestion on the road ahead but you can use your phone to get a more up-to-date view of the traffic you might be facing. Sites such as 3dMobilEyes.com and MobileTraffic.tv feature connections to live cameras on certain, well-trafficked routes. Check out their sites to see if they have cameras along roads you frequently travel.

xxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxxx

How to Save Money on Your Monthly Tech Bills, by Dan Reilly, posted 10/16/08:

Ditch your landline and get an Internet phone (VoIP) by using a digital Internet phone service is a reliable -- also known as VoIP (Voice Over Internet Protocol) -- is a cheap way to cut down on your cell phone bill or eliminate the higher costs on your existing landline because they usually offer tax-free reduced flat-rates for unlimited long-distance calling. All you need is a high speed Internet connection and you can choose from several services.
Most cable companies will offer digital phone service and give you a discount if you order it along with cable and Internet services (around $100 for all three). Vonage and Verizon Voicewing offer caller ID, free long distance, voicemail, and a number of other features starting at $15 per month.
Skype allows you to call or chat with other Skype users for free and offers affordable pre-paid rates for calls to actual phone numbers outside of Skype. It also allows for high-def video conferencing via your computer's Webcam. Skype is particularly affordable and useful for international calling, since all you need is a laptop, but can even be used in some mobile and home phones. Making the switch is easy -- and the financial rewards are immediate.

Send text messages from your favorite instant message (IM) program. Why use up your monthly text-messaging allowance (or pay for a text-message package at all) when you can send and receive text messages on your favorite instant messenger program. Most major IM programs, including AIM, Yahoo! Messenger and Windows Live Messenger, allow you to send and receive text-messages to and from cell phones. In other words, you can send and receive text messages on your computer (using, say, the desktop version of AIM), or send and receive text messages on your phone (using the mobile version of, say, AIM).
Typically, this means setting your instant-message program to forward any IMs automatically to any number you designate any time you're offline (or, just keeping your instant messaging program open 24/7 on your phone). Skype also lets you send text messages to phones, but unfortunately you can't receive responses.

Get Rid of Your Cable DVR. Tired of paying that extra $10 a month to your cable company for its glitchy DVR (or $129 a year for Tivo)? The good news is, you don't have to worry about making sure you recorded the latest episode of your favorite show (or making sure it doesn't get automatically erased) any more because you can watch almost any show you want online now for free. All the major networks (broadcast and cable), as well as video hubs such as Hulu, Joost, YouTube, and all the major portals (including our parent company AOL) offer high-quality streams of classic and current shows right on your desktop. We haven't watched an episode of 'Battlestar Galactica,' '90210, 'The Hills,' and 'Lost' on TV for months!

Use the Web to Sample New Music. The Internet has been a huge help for us when it comes to sampling new music. All the free tracks let us sample what's out there, which makes it easier to spend money on the albums we know we'll like instead of dropping $15 on CDs that we're not sure about. iTunes and Amazon are great for downloading that new single you just heard on the radio without having to blow $15 for just one good track. We're especially fond of music blogs and sites like Hype Machine that can give you a downloadable sample of the hottest tracks out there right now as well as a great introduction niche genres that you may have never even heard of before. Also, almost all music review sites and music magazines -- Pitchfork, Spinner, RollingStone, Blender, Rcrdlbl, among others -- offer free music downloads these days, so don't forget to check out the Web versions of the music publications that you read.
Of course, you can also head over to Myspace Music, last.fm, iLike or imeem to hear thousands of new albums and tracks before you decide to buy, but you'll need a Web connection since it's streaming-only and you can't take the tracks on a portable player with you. Plus, it's pretty standard these days for bands to post free downloads on their Web site, so you can always point your browser towards your favorite band's Web site to get some new tracks.

Watch TV (and compute) at night (when electric rates are lower). You know how it's expensive to run your air conditioning during the day, when electric rates can be 5 times higher than at night? Well, same thing goes for watching TV (or using all our other gadgets). If you can bear to be away from your daytime TV shows as they're aired (assuming you don't spend your day at an office or other workplace), then consider waiting until after 7pm, when electric rates typically go down. This is especially true if you own a plasma or old-school CRT television, which tend to use up more energy than, say, an LCD-TV (about 3 to 4 times worth!). Oh, and while you're at it, keep your microwaving to a minimum during daylight hours!

Get a regular antenna (for HD). Here's a little fact no one, particularly all those salesmen and cable companies trying to get you to spend money on their HD set-top boxes, usually shares. The best HDTV is free and over-the-air. That's right, all you need is a regular old TV antenna (usually not much more than $50), an HDTV (that part will cost you) and you're set to get crystal-clear high-definition broadcasts of your favorite network shows and local news (alas, it's only for broadcast TV). The ironic thing is that over the air signals are usually of higher quality than what you get from your local cable company. So, even if you aren't trying to save money, you may still want to watch the game or your favorite network shows by using a little old TV antenna.

Simply Ask for a Better Rate. We know it's hard to believe, but simply picking up the phone and asking your cable or cell phone provider for a price break actually works most of the time. Of course, you can always cut back on channels or media plans, but if you really can't part with them, you'll first want to research rates at competing providers in the area as well as any other deals your current company is advertising. Once you've got an idea of the offers available in your area, pick up the phone, call the cable or phone company, and ask if they can match any of the lower rates you've found. You may only be able to save $10-$30 a month, but we'd be thrilled to have an extra $120 at the end of the year.

Save on Printing and Storing Photos. Yeah, your 30-gigabyte photo collection is stored safely on your computer, but there's just something about physical prints that even the biggest and brightest monitor in the world can't match. Enter online photo services like Shutterfly and Snapfish, which both offer great introductory deals: 50 free prints for first-time customers. Your relatives and friends who still haven't come around to the wild world of "the Internet" will appreciate the effort.
It seems like everyday new photo storage sites are popping up, and regardless of which one you choose, we recommend using at least one as a place to backup your photos and share with friends and family. Instead of getting doubles or triples printed out at your local photo store (or online), you can store backups online for free. For storage, Picasa and flickr are two of the most popular free sites (though you may have to pay more for more storage) with both amateur and pro photographers, and even Facebook and MySpace let you backup and share photos nowadays.

Ditch your magazine subscriptions (since you can get most of them for free). For every hobby or interest, there exists a corresponding magazine. And most likely, there's also a way to get a free subscription to that magazine. About.com has a pretty comprehensive listing for free 6- and 12-month subscription opportunities. If you don't see your desired title among those listed here, try a simple Google search (example: "cat fancy free subscription"), and you may just score a freebie. One caveat: Getting a free subscription usually entails giving up your e-mail address to an avalanche of online offers (often for more magazines), so make sure you enter an e-mail address where you're willing to receive spam.

Get your newspapers delivered to you for free (and we don't mean online!). Sure, you can read the news online, but the pleasure of sitting down with your favorite printed newspaper in the morning with your beverage of choice isn't quite the same when you're staring at a computer screen. If you're into business news -- you know, so you can figure out how to make millions so you won't need free stuff anymore -- you're in luck: Both the 'The Wall Street Journal' and the 'Financial Times' offer an impressive four weeks of free newspapers delivered to your door six days a week with a paid one-year subscription. The offers are only good for new subscribers, and for the whole package to remain free, you'll have to cancel before the freebies run out. You have been warned.

Axe the movie rental and purchase fees by going online. Whether you're an old-school DVD watcher or a new-school digital video downloader, you can get free movie rentals online in a flash. Netflix offers free 2-week trial memberships, and allows you unlimited DVD rentals as fast as you can watch them (and the post office can get them to you). Plus, Netflix now lets you watch select movies immediately online through an in-browser streaming player. For these movies, there is no monthly limit to how many you can watch. How's the selection on these? It's definitely not all-inclusive, but there is a good variety of classics and contemporary film: You can get 'A Clockwork Orange' and 'Blade Runner' but not 'On the Waterfront' or the 'Virgin Suicides.' Unfortunately, the streaming Netflix films are available only on PCs (and on TVs through Roku's $99 Netflix-streaming set-top box) now, but we're hoping to see Mac accessibility soon.

You may remember Vongo, and it has since been renamed Starz Play, where you can still download movies and videos for $5.99 a month. You can find some full-length films and documentaries on both Google Video and YouTube and Hulu is adding new full-length movies regularly. So the next time you've got some vacation time and want to save on entertainment costs, you'll have your movie budget covered.

Brew Your Own Coffee. We know most people can't survive without coffee in the morning because we're in the same boat. But we also know that spending a few bucks at Starbucks or Dunkin Donuts every morning is a waste of cash. That's why it's much more cost efficient to pony up a mere $36 for a snazzy-looking coffeemaker like the Braun KF590 and buy our own beans or grounds. This baby brews up to 54 ounces through a Brita filter and has a programmable timer so you can have fresh coffee when you wake up. Or, you can leave it unplugged when not in use to cut energy costs -- it's up to you. Unless you're incredibly lazy, there's no reason to keep throwing your money away at the coffee chains.

Buy Yourself A Dining Gift Certificate. Tightening your budget doesn't mean sticking to ramen every night. If you need to get out and enjoy a nice meal, check out Restaurant.com, a site that basically gives you free money for dining out. Available for eateries around across the country, the site offers, on average, a $25 gift certificate for only $10, provided you purchase a minimum amount of food. It's not much, but it's still free money and you'll be able to find plenty of places to use it.

If you have to buy stuff, at least get some money back. You probably know about all the deal and comparison shopping sites out there, but here's another great one to add to the list: ebates.com. Just sign up and do your shopping at over 900 stores that partner with the site, including Apple and Circuit City, and you'll get cash back for every purchase you make. Ebates also shows you what percentage you'll save at each store before you even buy anything, so you'll be the smartest shopper around.

Save On Car Repairs. Visiting a mechanic is a gamble that can easily leave you ripped off or with a shoddy work. Luckily, there's RepairPal.com, which approximates how much fixing your car should cost and recommends where to go. All you do is enter your car's information, the problem, provided you know it, and your location. The site then gives you the estimated cost of parts and labor and tells you what to expect from your local shops. Remember to leave feedback and help your fellow drivers out.

Go Solar. Do we really need to explain how solar gadgets help your budget? Remember that products that use solar energy aren't limited to the panels you put on your roof. The options range from practical lighting products, including Christmas lights, to neckties and golf bags that charge your cell phones and iPods. Seriously.
For your home logon to: www.43.PowerSaverTV.com or call: 1.800.398.1584 for possible state and power company rebates.

Use Efficient Power Strips. Power strips are great and all, but they can lead you into the bad habit of always leaving gadgets and appliances on, thereby raising your energy costs. That's why you should look into efficient power strips like the $90 Wattstopper, which senses when you're at your desk and turns on the connected gadgets, or the $42 Smart Strip, which shuts down idle gadgets, but keeps power going to those that need to be plugged in 24/7 (like cable boxes and clock radios). Or, you could just turn your strips on and off each time you need them. That also works.

Program Your Home's Temperature. Keeping your home at the same temperature 24 hours a day either means you have too much money to care or you're not paying attention to your bills. Programmable thermostats allow you to set your temperature based on the time of day, making sure you're comfortable while keeping your air conditioning or heating bills down. Honeywell offers a number of products with different programming options, starting around $25, while Ecobee's Wi-Fi-enabled thermostat can be controlled from anywhere in the world via Web-connected computer (so you can shut off the air conditioning from Tokyo, if need be).

Use Motion Sensor Lighting. You already know that turning off lights in your home is an excellent way to save on your electric bill, so why not make it easier to turn off the lights you don't need? Motion sensors come in a variety of models and increase energy efficiency and security in your home. They can plug straight into a bulb, be integrated into your switches, and work inside and outside. Plus, you'll feel really cool when the lights come on every time you enter a room.

Monitor Your Electric Use . You know how you might have second thoughts about eating fast food when you look at the nutrition facts? Monitoring your energy consumption will have the same effect, only you'll end up cutting volts instead of calories. You can go the cheaper route with a monitor like the $27 Kill A Watt, which measures one appliance at a time. Or, you can pony up $140 for The Energy Detective, which measures your entire household's usage in real time, letting you figure out the best way to manage your home's electricity, and promises a bill reduction of 10 to 20%.

Other ideas: Stick to a laptop, if you have one, they are cheaper to operate than desktops. Use a Low Flow Showerhead. Find and buy cheaper gas. Light up w/Compact Fluorescent Bulbs (CFLs).

XXXXXXXXXXXXXXXXXXXXXXXXXXXXXX

Solar*Rewards

At Xcel Energy, we work to deliver the power you need while conserving our natural resources. Solar photovoltaic (PV) electricity generation is a clean and sustainable source of renewable energy for Colorado. But one size does not fit all, so we offer three rebate categories for different PV systems. The Solar*Rewards program provides incentives based on the size of the system you install at your home or business.

Residential and commercial customers of Xcel Energy electric service in Colorado can apply for Solar*Rewards rebates on small and medium systems. Small systems generate 0.5 kW to 10.0 kW DC, and medium systems produce 10.1 kW to 100.0 kW DC. Larger Colorado businesses may qualify for rebates through an RFP program on large systems that generate 100.1 kW to 2 MW DC. See the individual program pages for more information.

Contact: xcelenergy.com

XXXXXXXXXXXXXXXXXXXXXXXXXXX

Free Office-type Apps, By John Biggs
USA Weekend, Techsmart, 4/4-6/2008

Web-based software lets you create spreadsheets and draft documents.

Most new PCs don't come with office software, but that shouldn't stop you from creating spreadsheets, documents, even editing photos with apps you can access through your Web browser.

Applications from Google and Zoho.com offer fully functional office suites that run in Safari and other Web browsers. Google's offerings include a spreadsheet and Google Docs, which is like Microsoft Word. To use them, visit docs.google.com and click on "Get Started." You can create an account and begin editing documents, including presentations. The suite also can import and export Microsoft-compatible files.

Zoho.com offers a suite of applications geared toward families and small businesses. This includes Zoho Writer, a word processor, and Zoho Projects, a program that helps you manage projects of all sizes. It has planner and chat functions so you can share schedules and talk online. To sign up, visit zoho.com and click "Sign Up." The applications are free for individuals, but there may be a subscription fee for businesses.

xxxxxxxxxxxxxxxxxxxx

Two little-known Google freebees to make your life better by Tom Barlow, 1/3/2008 @ 4:00PM, Filed under: Bargains, Technology

My latest evidence that life just keeps getting better and better are 2 little-known free services offered by Google, ones that have saved my bacon on more than one occasion. The 1st was Google's text message query feature, which allowed me to Google by sending a text message with my question via my cell phone and receive a return text message from Google with the answer. For example, if I want to find a pizza shop near my home, I typed a text message "Pizza shop 43214" and send the message to 466453 (GOOGLE). A moment later I receive a text message or 2 with the shops and addresses.

The other service I use frequently is Google's free 411 feature. It uses a computer voice interface which is at 1st off-putting, but worked quite well. If I'm on the road and looking for the nearest Bob Evans Restaurant, for example, I can dial 800-GOOG-411 (466-4411). The computer asks me the where and what and responds by offering to connect me for free, as well as giving me the address and offering to send it as a text message.

Have you noticed what your cell carrier is charging you for directory service these days? Give Google a try and save yourself a little cash. For another free 411 alternative, see my post Free Answers to Anything by Texting ChaCha

xxxxxxxxxxxxxxxxxxxxxxxx

Use the Web for Faxing, By SHELLY BANJO, WSJ/Sunday, October 28, 2007

Email has replaced faxing for many purposes. But for those times when you still need to receive a fax or send a document to someone else's fax machine, a number of Internet faxing sites offer free or inexpensive help.

At eFax.com, you can sign up for a free phone number for receiving faxes by choosing eFaxFree (under "Products, click on "Learn More"). Faxes arrive as attachments in your email inbox. Other free sites for receiving faxes include FaxDigits.com and k7.net.

Additional features, such as toll-free numbers and a variety of fax-sending options, come with a monthly fee package through eFax, FaxDigits and other sites including MyFax.com and TrustFax.com. For instance, MyFax.com charges $10 a month and provides online fax storage, faxing via email-equipped mobile phones, sending to multiple recipients and scheduled delivery.

To send an occasional fax for free, meanwhile, you might try FaxZero.com. You type in information about yourself and the recipient. Then you either type your message or attach a .doc, .xls or .pdf file (subject to size limits) and click "Send Free Fax Now." To send longer faxes or more than two faxes a day through FaxZero.com, the fee is $1.99.

To compare almost a hundred faxing sites by price and features, check out FaxPrices.com.

Write to Shelly Banjo at shelly.banjo@wsj.com