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Path Finder Agreement

This document defines the relationship between ______(PATHFINDER) and JPods Inc. (JPODS) to open transportation markets for innovation with an LMC in ______(TERRITORY) on ______date______(AGREEMENT DATE).

Whereas,

  1. Transportation markets are generally centrally planned by governments that made oil-powered highways the monolithic network;
  2. Existing oil-powered highways are unsustainable as indicated by:
  3. Climate risks as CO2 shifts the balance of nature.
  4. 494% increase in oil costs between 1998-2013.
  5. Oil-wars since 1990 and $660 billion in yearly defense costs.
  6. Resource depletion as indicated by US Peak Oil in 1970.
  7. $121 billion in yearly congestion costs.
  8. $300 billion in yearly accident costs.
  9. Radically greater efficiency is known. Highway networks move people at less than 1% the efficiency of freight railroads. The 140,000 miles of rail networks average 480 ton-miles per gallon.
  1. Radically safer mobility is known. The Personal Rapid Transit (PRT) network built as a solution to the 1973 Oil Embargo in Morgantown, WV has delivered 110 million oil-free, injury-free passenger-miles. In that same period 1.6 million Americans died on the highway networks.
  1. JPods networks convert 90% of current transportation costs into profit and/or competitive advantage.
  1. When the costs of the highway networks become unsustainable, breaking the government monopoly is uncertain.
  1. Master Mobility Companies must be formed to open markets in each country/state/major metro area and to form the Local Mobility Companies that will own and operate networks.
  1. JPODS has technology for deploying solar-powered transportation networks as document by US Patent 6,810,817.
  1. PATHFINDERhas contacts, business relations and is finding a path to deploy JPods in TERRITORY.

Therefore,

  • JPods, Inc and PATHFINDERagree to the following specific responsibilities and actions.
  1. JPODS: JPODS is responsible for delivering safe, sustainable and affordable mobility solutions. Summary of JPods approach is provided in the 2-page fact sheet (link). Link to a 12 minute summary JPods business case. Additional information is available at JPods website,
  2. JPods, Inc. is responsible for the technology and engineering standards.
  3. JPods, Inc. is responsible for funding the construction of the networks and certification for operation.
  4. JPods will manufacture and build the networks. Networks built and certified to the approved standards will be sold to LMC at the agreed to price to own and operate.
  5. JPods will inspect and require the LMC to enforce safety and operation standards for 3% of revenues. JPods will maintain options uniform across all LMC's to directly enforce standards as necessary.
  6. JPods will maintain an independent advisory Board of LMC for input into JPods' operations and formation of LMC policies.
  1. Profitable Operation: JPODS is responsible for profitably delivering its products and services to the market as outlined in its business plan (PLAN, link).
  1. Master Mobility Company (MMC): JPods will form a Master Mobility Company (MMC) with rights to build JPods technologies within the TERRITORY to provide certified networks to the LMC. The PATHFINDER may be allowed to participate in this MMC depending on skills and interests.
  1. Establish an LMCin the TERRITORY with equity among the Founders as follows:
  1. 60% to JPods in exchange for the technology and licensing authority.
  2. Approximately 4% to Bill James. These share maysubdivided as Bill James sees fit.
  3. PATHFINDERswill get shares equal to Bill James personally.
  4. 12% to individuals JPods selects on its launch team. PATHFINDERsmay be given additional equity as a member of the Launch Team.
  5. 20% into the management and employee profit sharing program. Bill James, or JPods designated representative, will control the voting rights to these shares based on the following milestones:

▪100% until 10 miles of rails are operational.

▪50% until 15 miles of rails are operational.

▪0% once 20 miles of rail are operational.

  1. Establish a framework for raising capital. Adding capital will dilute shares of existing shareholders. The expectation is that fully capitalized and operational networks will be mostly locally owned. JPods equity share will drop toward 15%. Management and employee shares will increase as they profitably operate the LMC.
  1. Establish a framework for issuing shares to employees, contractors, customers, and other interested parties that promote the rapid deployment of networks. All issues of stock will be posted at the company's web site.
  1. PATHFINDERbase salary is: $120,000 per year effective on the AGREEMENT DATE. This salary will have to be accrued on the books of the LMC until such time as the LMC is adequately funded. Payment of accrued back-pay will be paid in 6 equal monthly installments on the date the first km of rail is operational.
  1. PATHFINDERsare expected to connect JPods to decision makers, obtain rights of way to build networks in within thePerformance Standardsframework in the TERRITORY.
  1. Every Thursday at 3 PM local time, JPods will sell fully certified networks constructed that week to LMC. JPODS assists in raising capital to support this.
  1. Profitably operate the rail networks is the responsibility of the LMC. JPods will provide a financial guarantee to bond holders and enforce safety and operations performance standards.
  1. Intellectual property created in the process of designing, building and operating JPods technology will be submitted to a the semi-independent Inventors Board. The objective of this Board is to accumulate, verify, and share insights across of operators of JPods networks and to assess as fair as practical the rewards to individual innovator and their LMC.
  1. Enforce all safety and operational guidelines established by JPods, Inc. and best practices of LMC.
  1. Collaborate with ET3, Hyperloop, and other facilitating technologies to amplify the value of the LMC.

Bill James____Name_____