PLAN OF RECAPITALIZATION

OF

STRATEGIC FORECASTING, INC.

Thestockholders of Strategic Forecasting, Inc., a Delaware corporation (the "Corporation"), pursuant to a Meeting of the Stockholders of the Corporation held on December __, 2007have approved(the “Approval”) the adoption of a plan for the recapitalization of the Corporation as hereinafter set forth(the “Plan of Recapitalization”). Pursuant tothe Approval, the stockholders have also approvedan Amended and Restated Certificate of Incorporation of the Corporation, a copy of which is attached hereto as Exhibit A(the “Amended and Restated Certificate”) in accordance with this Plan of Recapitalization.

1. Present Capitalization. The authorized capital of the Corporation is 820,000 shares of Class A Common Stock, 130,000 shares of Class B Common Stock,both with a par value of $0.001 per share (collectively, the "Old Common Stock"), and 100 shares of Preferred Stock, with a par value of $0.001 per share (the “Old Preferred Stock”), of which 20, 000 shares of Class A Common Stock and 80,000 shares of Class B Common Stock are issued and outstanding.

  1. Proposed Plan of Recapitalization. Pursuant to the Amended and Restated Certificate, the Corporation will authorize the creation and issuance of 300,000 shares of Common Stock with a par value of $0.001 per share ("Common Stock") and authorize the creation and issuance of 977 shares of Preferred Stock with a par value of $0.001 per share ("Preferred Stock"). 200,000 of the authorized shares of Common Stock will be designated Series A Common Stock (“Series A Common Stock”), and 100,000 of the authorized shares of Common Stock will be designated Series B Common Stock (“Series B Common Stock”). The Series A Common Stock will be voting Common Stock, and the Series B Common Stock will have no voting rights.

Effective at 11:59 p.m. Eastern Daylight Time on the day the Amended and Restated Certificate is filed with the Secretary of State of the State of Delaware, the following shall occur: (i) every one (1) share of the Company’s outstanding Class A Common Stock will be converted into and automatically become one (1) share of outstanding Series A Common Stock and one-tenth (1/10) of a share of Preferred Stock, (ii) every one (1) share of the Company’s outstanding Series 1 Class B Common Stock will be converted and automatically become one (1) share of outstanding Series A Common Stock and one-tenth (1/10) of a share of Preferred Stock, (iii) every one (1) share of the Company’s outstanding Series 2 Class B Common Stock will be converted and automatically become one (1) share of outstanding Series A Common Stock and one-tenth (1/10) of a share of Preferred Stock, and (iv) every one (1) share of the Company’s outstanding Series 3 Class B Common Stock will be converted and automatically become one (1) share of outstanding Series A Common Stock. No fractional shares of Common Stock or Preferred Stock shall be issued in connection with the Plan of Recapitalization. Any fractional shares of Preferred Stock into which shares are converted pursuant to the Plan of Recapitalization shall be rounded up to the nearest whole share. The par value of each share of the outstanding Common Stock and Preferred Stock shall be as set forth above and shall not be adjusted in connection with the Plan of Recapitalization.

3. Purpose of the Plan. In the considered opinion of the Board of Directors and stockholders of the Corporation, the proposed Plan of Recapitalization will permit the Corporation to promote efficiency and economy in the management of the Corporation's business. Such Plan will also aid in better developing succession strategies. Such Plan will be to the advantage and the welfare of both the Corporation and the stockholders.

4. Method of Carrying Out the Plan. The exchange, as outlined in this Plan of Recapitalization, will be completed immediately subsequent to the filing of the Amended and Restated Certificatein the office of the Secretary of State of Delaware and the acceptance of such filing by the office of the Secretary of State of Delaware.

5. Conditions Upon Which the Plan Will Become Effective. This Plan of Recapitalization may be abandoned at any time by the Board of Directors if the Board of Directors determines, in its sole discretion, that the Plan of Recapitalization is not in the best interests of the Corporation.

IN WITNESS WHEREOF, Strategic Forecasting, Inc., pursuant to authority duly given by its Board of Directors and Stockholders, has caused this Plan of Recapitalization to be duly adopted and signed by its Chief Executive Officer.

Dated: This ____ day of ______, 2007

STRATEGIC FORECASTING, INC.

By: ______

George Friedman, CEO