Edgar Filing: TENET INFORMATION SERVICES INC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]

Check the appropriate box:

[] Preliminary Proxy Statement
[] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[] Definitive Additional Materials
[] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

TENET INFORMATION SERVICES, INC.
-----------------------------------------------
(Name of Registrant as Specified in Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

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TENET INFORMATION SYSTEMS, INC.
2005 PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of shareholders of
Tenet Information Systems, Inc. will be held at

the offices of Let's Go Aero, Inc.
3380 North El Paso Street, Suite G
Colorado Springs, CO 80918
on May 27, 2005, at 10 a.m..

TENET INFORMATION SYSTEMS, INC.

March 31, 2005

Dear Shareholder:

You are cordially invited to attend the Annual Meeting of Shareholders of TENET
INFORMATION SERVICES, INC. to be held at 10:00 a.m., May 27, 2005, at the
offices of Let's Go Aero, Inc., 3380 North El Paso Street, Suite G, Colorado
Springs, CO 80918.

In connection with the Annual Meeting, enclosed herewith is the Proxy Statement
and Proxy. Additionally, enclosed find our Annual Report on Form 10-KSB for the
fiscal year ended June 30, 2004. We are requesting your approval of a number of
proposals which are very important to the Company's future success. Therefore,
whether or not you expect to attend the meeting in person, it is imperative that
your shares be voted at the meeting. At your earliest convenience, please
complete, date and sign the Proxy and return it in the enclosed, envelope
furnished for that purpose.

Following the consideration of the proposals by the shareholders, management
will present a current report on the activities of the Company. At the meeting,
we will welcome your comments on or inquiries about the business of the Company
that would be of interest to shareholders generally.

I look forward to seeing you at the Annual Meeting. In the meantime, please feel
free to contact me with any questions you may have.

Sincerely,

/s/ Marty L. Williams
------------------------------
Marty L. Williams
Chairman and Chief Executive Officer

TENET INFORMATION SERVICES, INC.

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 27, 2005
----------------------------

To Our Shareholders:

The Annual Meeting of Shareholders of Tenet Information Services, Inc., a Utah
corporation (the "Company"), will be held at 10:00 a.m., May 27, 2005, at the
offices of Let's Go Aero, Inc., 3380 North El Paso Street, Suite G, Colorado
Springs, CO 80918, for the following purposes:

1. The election of Marty L. Williams, Sara Williams and Eric Nickerson as
Directors;

2. To change the name of the Company to LGA, Inc.;

3. To approve and adopt the 2005 Equity Incentive Plan;

4. To act upon a proposal to ratify the appointment of Cordovano and
Honeck, Inc., Certified Public Accountants, as the independent public
accountants of the Company for fiscal 2005; and

5. To transact such other business as may properly come before the Annual
Meeting and any and all adjournments thereof.

The Board of Directors has fixed the close of business on March 31, 2005, as the
record date for the determination of shareholders entitled to notice of, and to
vote at, the Annual Meeting and any and all adjournments thereof.

You are cordially invited to attend the meeting in person. Whether or not you
expect to attend the meeting in person, please promptly mark, sign and date the
enclosed proxy and return it in the envelope provided for that purpose.

By Order of the Board of Directors,

/s/ Marty L. Williams
----------------------------------------
Marty L. Williams
Chairman and Chief Executive Officer

Tenet Information Services, Inc.
Proxy Statement

SOLICITATION OF PROXY, REVOCABILITY AND VOTING

The enclosed proxy is solicited on behalf of the Board of Directors of Tenet
Information Services, Inc., a Utah corporation, (the "Company" or "Tenet") for
use at the 2005 Annual Meeting of Shareholders (the "Annual Meeting"), to be
held at the Company's principal executive offices at 10:00 a.m., on May 27,
2005.

Only holders of Common Stock of record at the close of business on March 31,
2005, will be entitled to notice of and to vote at the Annual Meeting. Each
share of Common Stock is entitled to one vote on all matters to come before the
Annual Meeting. On March 31, 2005, the record date for the Annual Meeting, the
Company had issued and outstanding 8,029,074 shares of Common Stock, no par
value ("Common Stock").

The Company's principal executive offices are located at 3380 North El Paso
Street, Suite G, Colorado Springs, CO 80918. The approximate date on which this
Proxy Statement and the accompanying proxy are first being sent to shareholders
is March 31, 2005.

Quorum And Voting

The presence, in person or by proxy, of the holders of a majority of the votes
entitled to be cast by the shareholders entitled to vote generally at the Annual
Meeting is necessary to constitute a quorum. Votes withheld for director
nominees and abstentions on the other proposals to be considered at the Annual
Meeting will be counted in determining whether a quorum has been reached, but
the failure to execute and return a proxy will result in a shareholder not being
considered present at the meeting. The holders of the Common Stock vote on all
matters to be submitted to shareholders at the Annual Meeting. If a quorum is
not present at the Annual Meeting, we expect that the Annual Meeting will be
adjourned or postponed to solicit additional proxies.

Assuming the presence of a quorum, generally the adoption of a proposal by the
shareholders requires the affirmative vote of the holders of at least a majority
of all shares casting votes in person or by proxy at the Annual Meeting.
Directors are elected by a plurality, and the three nominees who receive the
most votes will be elected. Abstentions and broker non-votes will not be taken
into account to determine the outcome of the election of directors or the
approval of any proposal. Approval of all of the remaining proposals will
require the affirmative vote of the holders of at least a majority of all shares
casting votes in person or by proxy at the Annual Meeting. Only shares
affirmatively voted for a proposal, including properly executed proxies that do
not contain voting instructions, will be counted as favorable votes for that
proposal. Brokers who hold shares of stock in street name for customers and who
indicate on a proxy that the broker does not have discretionary authority to
vote those shares as to a particular matter are referred to as broker non-votes.
Broker non-votes will have no effect in determining whether a proposal will be
adopted at the Annual Meeting although they would be counted as present for
purposes of determining the existence of a quorum. Abstentions as to a
particular proposal will have the same effect as votes against such proposal.

Revocability Of Proxies

Shares represented by proxies, if properly signed and returned, will be voted in
accordance with the specifications made thereon by the shareholders. Any proxy
not specifying to the contrary will be voted in favor of the adoption of all of
the proposals referred to in the Notice of Annual Meeting and for the three
nominees for Director listed below. A shareholder who signs and returns a proxy
may revoke it any time before it is voted by the filing of an instrument
revoking it or a duly executed proxy bearing a later date with the Secretary of
the Company. Your mere attendance at the Annual Meeting will not revoke your
proxy.

Solicitation

The cost of soliciting proxies will be borne by the Company. Such solicitation
will be made by mail and may also be made on behalf of the Company by the
Company's Directors, officers or employees in person or by telephone, facsimile
transmission or telegram. Security holders that share an address and are
receiving multiple copies of annual reports or proxy statements may contact the
Company to request that only 1 copy of an annual report or proxy statement be
sent to that address in the future: 3380 North El Paso Street, Suite G, Colorado
Springs, CO 80918; Telephone: 719-630-3800.

SECURITY OWNERSHIP

The following table sets forth, as of March 31, 2005, the beneficial ownership
of the Common Stock of each of the Company's Directors and executive officers
and any beneficial owner of more than five percent of the Common Stock, as well
as by the Company's Directors and executive officers as a group. Except as set
forth below, the Company is not aware of any beneficial owner of more than five
percent of the Common Stock. Except as otherwise indicated, the Company believes
that the beneficial owners of the Common Stock listed below, based on
information furnished by such owners, have sole investment and voting power with
respect to such shares, subject to community property laws where applicable.

On March 31, 2005, 8,029,074 shares of our Common Stock were outstanding.

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Percentage of
Name and Address of Beneficial Owner as Number of Tenet Outstanding
of March 31, 2005 Position Common Shares Held Shares Held
------------------------------------------- ----------------- -------------------- -------------------

Marty Williams (1, 2) President, 2,722,490 30.3
5565 Teakwood Terrace Chief Executive
Colorado Springs, CO 80918 Officer,
Director
------------------------------------------- ----------------- -------------------- -------------------
Sara Williams (1, 3) Secretary, 2,722,490 30.3
5565 Teakwood Terrace Treasurer,
Colorado Springs, C) 80918 Director
------------------------------------------- ----------------- -------------------- -------------------
Eric J. Nickerson (4) Director 3,239,264 28.3
1711 Chateau Ct.
Falston, MD 21047
------------------------------------------- ----------------- -------------------- -------------------
Floyd Murray NA 1,358,610 16.6
13020 Caraway Dr.
Sun City West, AZ 85375
------------------------------------------- ----------------- -------------------- -------------------
Matthew Tynan (5) NA 488,389 6.0
Tynan's VW
700 S. Havana
Denver, CO 80012
------------------------------------------- ----------------- -------------------- -------------------
Matthew Drabczyk (6) NA 553,051 6.6
Restaurant Interiors, Inc.
5530 Joliet St.
Denver, CO 80239
------------------------------------------- ----------------- -------------------- -------------------
Third Century II (7) NA 3,239,264 28.3
1711 Chateau Ct.
Falston, MD 21047
------------------------------------------- ----------------- -------------------- -------------------
All Officers and Directors 5,461,754 48.9
as a Group (3 Persons (8))
------------------------------------------- ----------------- -------------------- -------------------

Notes to Table:

(1) Sara Williams and Marty Williams are husband and wife.

(2) Includes 1,834,160 shares owned as joint tenant with Sara Williams, options
to acquire 194,165 shares and options to acquire 194,165 shares owned by Sara
Williams.

(3) Includes 1,834,160 shares owned as joint tenant with Marty Williams, options
to acquire 194,165 shares and options to acquire 194,165 shares owned by Marty
Williams.

(4) Includes 2,948,017 shares owned by Third Century II and options to acquire
258,886 shares owned by Third Century II. Mr. Nickerson is Senior Partner of the
investment company Third Century II. Mr. Nickerson disclaims beneficial
ownership of all of the shares and options owned by Third Century II. Includes
245,000 shares of Tenet owned by Third Century II prior to Tenet's acquisition
of LGA.

(5) Includes options to acquire 294,165 shares.

(7) Includes 32,361 shares owned by Eric J. Nickerson.

(8) The Directors are Marty Williams, Sara Williams and Eric J. Nickerson and
includes the shares deemed directly or indirectly beneficially owned by each of
them.

Note: Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and generally includes voting or investment
power with respect to securities. Shares subject to options, warrants and
convertible notes currently exercisable or convertible, or exercisable or
convertible within 60 days are deemed outstanding for computing the percentage
of the person or entity holding such securities, but are not outstanding for
computing the percentage of any other person or entity. Except as indicated by
footnote, and subject to community property laws where applicable, the persons
named in the table above have sole voting and investment power with respect to
all Shares shown as beneficially owned by them.

ELECTION OF DIRECTORS

The shareholders are being asked to elect three directors, who will comprise the
entire Board of Directors of the Company, to serve until the next annual meeting
of shareholders or until their successors are duly elected and qualified. All of
the nominees are current members of the Board of Directors.

Although the Board of Directors has no reason to believe any of the nominees
will be unable to accept such nomination, if such should occur, proxies will be
voted (unless marked to the contrary) for such substitute person or persons, if
any, as shall be recommended by the Board of Directors. However, proxies will
not be voted for more than three Directors. Shareholders who do not wish their
shares to be voted for a particular nominee may so direct in the space provided
on the proxy card.

The Board of Directors has nominated, and recommends the election of, the three
persons listed below to serve as Directors of the Company. The following
information is furnished with respect to each nominee for election as a
Director:

Directors serve terms of 1 year or until his or her successor has been elected
and qualified.

Name Age Position Director Since
------------------ ----- -------------------------- --------------
Marty Williams* 45 Chief Executive Officer, June 2004
President Director
------------------ ----- -------------------------- --------------
Sara Williams* 36 Secretary, Treasurer, June 2004
Director
------------------ ----- -------------------------- --------------
Eric Nickerson 54 Director June 1990
------------------ ----- -------------------------- --------------
* Marty Williams and Sara Williams are husband and wife.

MARTY WILLIAMS, Chief Executive Officer, President, Director. Mr. Williams was
appointed to his positions upon the acquisition of LGA by Tenet effective June
30, 2004. Mr. Williams has been Chief Executive Officer, President and a
Director of LGA since its inception in 1998. At LGA he is responsible for
establishing and maintaining the corporate mission and culture. He is
responsible for product creation, strategic planning, and the entrepreneurial
spirit. He also directs and coordinates the LGA's financing to provide funding
for new and continuing operations. Mr. Williams' professional experience
includes many different areas in the securities industry where he applied his
knowledge of small business operations, finance, strategic development and
business modeling. As an independent broker at Schneider Securities, Inc.,
Denver, Colorado, from 1988 to 1991 and again from 1993 to 1999, Marty was
principally involved in development of private placement offerings for early
stage companies and the subsequent sales of those offerings. From 1991 to 1993
he was a stock broker with RAF Financial, Denver, Colorado. He has a Bachelor of
Science in Business Administration, University of South Dakota.

SARA WILLIAMS, Secretary, Treasurer, Director. Ms. Williams was appointed to her
positions upon the acquisition of LGA by Tenet effective June 30, 2004. Ms.
Williams has been Treasurer and a Director of LGA since its inception in 1998.
She has been Secretary of LGA since June 30, 2004. At LGA Ms. Williams manages
daily business flow, business development, product inquiries, marketing,
promotions, account management, dealer relations, sales and customer service,
order fulfillment, shipping and accounting. Mrs. Williams' professional
experience includes many areas in sales, advertising, software development,
operations, and product development. She has been involved in direct sales,
account management and start-up business management in the areas of print
advertising, new business development, customer relations, and marketing. At
Sunset Publishing Corporation, Menlo Park, California, as a Direct Sales
Representative from 1993 to 1995 and 1996 to 1998 , Mrs. Williams was
responsible for generating sales of new advertising programs and account
management. While working for Saligent, Inc., Colorado Spring, Colorado for a
short period in 1995, Mrs. Williams was occupied with inside sales management,
program development, supervision and training. She has a Bachelor of Arts in
Political Science, The Colorado College.

ERIC J. NICKERSON has served as a Director of Tenet since June of 1990 and as a
Director of LGA since April 2001. Mr. Nickerson was a member of the faculty of
the United States Military Academy at West Point, New York from 1989 to 1993. In
June 1993, Mr. Nickerson retired as a United States Air Force officer.
Currently, Mr. Nickerson is a private investor and directs personal accounts in
an investing partnership, Third Century II. Third Century II is a major
shareholder in Tenet.

Directors are elected by a plurality, and the three nominees who receive the
most votes will be elected. Abstentions and broker non-votes will not be taken
into account to determine the outcome of the election of directors or the
approval of any proposal.

Meetings of the Board of Directors and Committees

The Board of Directors of the Company held a total of four (4) meetings during
the fiscal year ended June 30, 2004 (including actions adopted by unanimous
consent). Each member of the Board of Directors attended 100% of the meetings of
the Board of Directors. All Board of Directors members attended Tenet's most
recent prior annual meeting of shareholders. The Company does not have a policy
with regard to Director's attendance at annual meetings. The Company's Board of
Directors has not created a procedure for shareholders to send communications to
the Board of Directors since the Company's Board of Directors and management
team is quite small and easily accessible. Communications may be sent to Tenet's
principal business office: 3380 North El Paso Street, Suite G, Colorado Springs,
CO 80918.

The entirety of the Board of Directors serves as the Company's Audit Committee.

The Audit Committee of the Board of Directors presently consists of Mr.
Williams, Mrs. Williams and Mr. Nickerson. The Board of Directors in its
capacity as Audit Committee has approved all the Company's financials and the
filing thereof. The Board of Directors in its capacity as Audit Committee
recommends the engagement of the Company's independent accountants and is
primarily responsible for approving the services performed by the Company's
independent accountants, for reviewing and evaluating the Company's accounting
principles, reviewing the independence of independent auditors, and reviewing
the adequacy and effectiveness of the Company's internal controls. See "Report
of the Audit Committee."

Compensation Of Directors

Members of the Board of Directors do not currently receive any cash compensation
for serving on the Board of Directors or any committee thereof.

Director Nomination Process

The Company presently does not have a nominating committee to select nominees
for its Board of Directors, nor does it have a committee performing a similar
function. None of the Board members acting in their nominating capacity is
independent as defined by the National Association of Securities Dealers, Inc.
listing standards. Currently, the Company believes that, because the Company
cannot afford directors and officers liability insurance, the Company could not
recruit quality nominees, other than the current Directors, to serve on the
Board of Directors. No candidates have been put forth by shareholders, nor has
the Company paid a third party to assist in identifying or evaluating
prospective nominees. The Board of Directors has no policy with regard to the
consideration of any director candidates nominated by security holders. Tenet is
a very small company owned primarily by its current Directors, which the Board
of Directors believes makes a security holder nominating policy of little value
to security holders. If a security holder wishes to nominate a person as a
director, then that security holder may contact any Board of Directors member
with such a nomination. The Board of Directors has no specific qualifications
for director nominees made by it or security holders.

RECENT CHANGE IN CONTROL

Tenet Information Systems, Inc., ("Tenet") is the sole owner of its operating
subsidiary, Let's Go Aero, Inc. ("LGA"). Tenet acquired LGA effective June 30,
2004, through a stock for stock exchange under which the former shareholders of
LGA were issued new Tenet shares of Common Stock in exchange for all of LGA's
outstanding shares and $1,518,440 of debt. The former LGA shareholders and debt
holders ended up with 85% of the outstanding Common Stock of Tenet.

Upon the acquisition of LGA, two of Tenet's three Directors resigned and two
Directors of LGA were appointed to fill those positions. The third Tenet
director was and is a director of both companies. In addition, all of the
officers of Tenet resigned and members of LGA's management team were appointed
to those positions.

All of LGA's shareholders will exchange all of their shares of LGA Common Stock
for a total of 5,762,214 newly issued shares of Tenet's $.001 par value Common
Stock. The 14 former LGA shareholders will then own in the aggregate 85% of the
issued and outstanding shares of Tenet.

EXECUTIVE COMPENSATION

The Company does not have a separate compensation committee--the full Board of
Directors makes all compensation decisions regarding officers' compensation. The
following table sets forth information with respect to all officers of Tenet and
LGA who received $100,000 more of annual compensation for all services rendered
in all capacities in the three most recent fiscal years and for the CEO
regardless of compensation.

----------------------------------------------------------------------------------------------------------------------
Annual Compensation Long-Term Compensation
---------------------------------- ------------------------------------------------------
Awards Payouts
----------------------------- ----------- ------------
Other Restricted Securities
Annual Stock Underlying LTIP All Other
Name and Salary Bonus $ Compensation Awards Options/SARs Payouts Compensation
Principal Position Year (1) $ $ $ $ # $ $
------------------- -------- ----------- --------- ------------ ------------- --------------- ----------- ------------

----------------------------------------------------------------------------------------------------------------------
LGA
----------------------------------------------------------------------------------------------------------------------
------------------- -------- ----------- --------- ------------ ------------- --------------- ----------- ------------
Marty Williams (2), 2004 48,000 0 0 0 0 0 0
CEO
------------------- -------- ----------- --------- ------------ ------------- --------------- ----------- ------------
2003 48,000 0 0 0 0 0 0
------------------- -------- ----------- --------- ------------ ------------- --------------- ----------- ------------
2002 36,000 0 0 0 0 0 0
------------------- -------- ----------- --------- ------------ ------------- --------------- ----------- ------------
----------------------------------------------------------------------------------------------------------------------
Tenet
----------------------------------------------------------------------------------------------------------------------
------------------- -------- ----------- --------- ------------ ------------- --------------- ----------- ------------
Jerald L. 2004 0 0
Nelson, Chairman
of the Board,
President
(Resigned)
------------------- -------- ----------- --------- ------------ ------------- --------------- ----------- ------------
2003 7,365 0 0 0 0 0 0
------------------- -------- ----------- --------- ------------ ------------- --------------- ----------- ------------
2002 0 0 1,000 2,703 0 0 0
------------------- -------- ----------- --------- ------------ ------------- --------------- ----------- ------------
----------------------------------------------------------------------------------------------------------------------

Notes

(1) Tenet's fiscal year and that of its subsidiary, Let's Go Aero, Inc., were
changed to July 1 - June 30 as of June 30, 2004. Amounts for 2004 (6 months) are
annualized.

(2) Marty Williams was CEO of LGA for the entire fiscal years 2002, 2003 and
2004. LGA was not a registered company during that period. Mr. Williams became
CEO of Tenet effective June 30, 2004, under the terms of the Acquisition
Agreement by which Tenet acquired LGA. LGA is a wholly owned subsidiary of
Tenet.

The following table contains information regarding individual grants of stock
options and freestanding SARs made during the last completed fiscal year to the
named executive officers. Tenet changed its fiscal year to July 1 - June 30
effective June 30, 2004. Therefore, the following table sets forth information
for 6 months ended June 30, 2004.

-------------------------------------------------------------------------------------------------------------------------
Percent of Total
Number of Securities Options/SARs Granted
Underlying to Employees in
Name options/SARs Granted Fiscal Year Exercise or Base Price Expiration Date
------------------------- ----------------------- ----------------------- ----------------------- -----------------------

Marty Williams (1), CEO 194,165 13% ..695 3/31/2006
------------------------- ----------------------- ----------------------- ----------------------- -----------------------
Sara Williams, 194,165 13% .695 3/31/2006
Secretary, Treasurer
------------------------- ----------------------- ----------------------- ----------------------- -----------------------
-------------------------------------------------------------------------------------------------------------------------

Note

(1) The above officers became officers of Tent effective June 30, 2004, under
the terms of the Acquisition Agreement by which Tenet acquired LGA. The options
described are options that were awarded by LGA and converted to options for
Tenet stock under the terms of the Acquisition Agreement.

-------------------------------------------------------------------------------------------------------------------------
Number of Securities Value (2) of Unexercised
Underlying Unexercised In-the-Money Options/SARs at
Shares Acquired on Value Options/SARs at FY End FY End
Name Exercise Realized Exercisable/Unexercisable Exercisable/Unexercisable
------------------------- -------------------- ----------- ------------------------------- ------------------------------

Marty Williams (1), CEO 0 0 194,165 / 0 0 / 0
------------------------- -------------------- ----------- ------------------------------- ------------------------------
Sara Williams (1), 0 0 194,165 / 0 0 / 0
Secretary, Treasurer
------------------------- -------------------- ----------- ------------------------------- ------------------------------
-------------------------------------------------------------------------------------------------------------------------

Note

(2) As of March 29, 2005, based on a bid price of $.51.

NAME CHANGE

The name of the registrant, Tenet Information Systems, Inc., is a vestige of the
Company's operations as an information software vendor and has nothing to do
with the Company's current business which is operated through its wholly owned
subsidiary, Let's Go Aero, Inc. The proposed new name, LGA, Inc., is more
closely associated with the Company's business and has less possibility for
creating confusion. The name change will be an amendment to the Company's
articles of incorporation.

Assuming a quorum is present in person or by proxy at the meeting of
shareholders, the name change will be adopted if more votes are cast in favor of
the name change than are cast against the proposal.

APPROVAL OF THE 2005 EQUITY INCENTIVE PLAN

The Company's shareholders are being asked to approve the Company's 2005 Equity
Incentive Plan, a copy of which is included as Appendix "A".

Equity Compensation Plan Information

If the 2005 Equity Incentive Plan is approved, then the Company's Common Stock
will underlie all Plan options and restricted stock grants. Common Stock also
underlies all non-Plan stock options outstanding. The options outstanding as of
July 1, 2004, were replacements for outstanding options of Let's Go Aero, Inc.
before its acquisition by Tenet. The Let's Go Aero, Inc. outstanding options
were held by both employees and non-employees. The options set forth in the
following table are Incentive Stock Options issued under the Plan. All
outstanding options vest (or vested) over time and continued service and are
exercisable for cash or shares of equivalent value. The market value of the
shares underlying the Plan options (bid price) on March 29, 2005, was $.51 per
share.

---------------------------------------------------------------------------
Balance
Exercise Expiration Remaining
Name & Position Price Date Vested to Vest Total
------------------------- -------- ------------ -------- -------- ---------

Marty Williams, CEO, $0.765 3/31/06 444,165 0 444,165
Director, Chairman
------------------------- -------- ------------ -------- -------- ---------
Sara Williams, Secretary, $0.765 3/31/06 444,165 0 444,165
Treasurer, Director
------------------------- -------- ------------ -------- -------- ---------
All Current Executive $0.765 3/31/06 888,330 0 888,330
Officers as a Group
------------------------- -------- ------------ -------- -------- ---------
---------------------------------------------------------------------------

Plan Summary

The following description of the 2005 Equity Incentive Plan is intended only as
a summary. The following table sets forth the benefits that have been or will be
awarded under the Plan upon its approval by shareholders:

2005 EQUITY INCENTIVE PLAN

----------------------------------------------------------------------------
Name & Position Dollar Value (1) Number of Units
---------------------------------------- --------------- ---------------
---------------------------------------- --------------- ---------------
Marty Williams, CEO, Chairman, Director -0- 444,165
---------------------------------------- --------------- ---------------
---------------------------------------- --------------- ---------------
Sara Williams, Secretary, Treasurer, -0- 444,165
Director
---------------------------------------- --------------- ---------------
----------------------------------------------------------------------------

(1) Based on a bid price of $0.51 as of March 29, 2005.

Purpose

The purpose of the 2005 Equity Incentive Plan is to enhance the profitability
and value of the Company for the benefit of its stockholders principally by
enabling the Company to offer employees and consultants of the Company and its
subsidiaries and non-employee directors of the Company stock-based incentives in
the Company in order to attract, retain and reward such individuals and
strengthen the mutuality of interest between such individuals and the Company
stockholders.

Eligibility

All employees and consultants of the Company and its subsidiaries and
non-employee directors of the Company designated by the Board of Directors of
the Company to participate in the 2005 Equity Incentive Plan are eligible to
receive options under the 2005 Equity Incentive Plan. As of March 29, 2005,
there were 2 director-employees, 1 director-non-employee, 2 other employees and
3 consultants.

Available Shares

If the proposed amendment is approved, options covering a maximum of 1,500,000
shares of Common Stock may be issued under the 2005 Equity Incentive Plan. If an
option expires, terminates or is cancelled, the unissued shares of Common Stock
subject to the option will again be available under the 2005 Equity Incentive
Plan.

Terms of Stock Options

Under the 2005 Equity Incentive Plan, options granted to employees may be in the
form of incentive stock options or nonqualified stock options. Options granted
to consultants or non-employee directors may only be nonqualified stock options.
The Board of Directors will determine the number of shares subject to each
option, the term of each option (which may not exceed ten years), the exercise
price per share of stock subject to each option, the vesting schedule (if any)
and the other material terms of the option. No incentive stock option may have
an exercise price less than 100% of the fair market value of the Common Stock at
the time of the grant (or, in the case of an incentive stock option granted to a
10% stockholder, 110% of the fair market value). The exercise price of a
nonqualified stock option will be determined by the Board of Directors.

The option price upon exercise may be paid in cash or, if so determined by the
Board of Directors, in shares of Common Stock by a reduction in the number of
shares of Common Stock issuable upon the exercise of the option or by such other
method as the Board of Directors determines. Options may be made exercisable in
installments, and the exercisability of options may be accelerated by the Board
of Directors. The Board of Directors may at any time offer to buy an option
previously granted on such terms and conditions as the Board of Directors
establishes. At the discretion of the Board of Directors, options may provide
for reloads (i.e., a new option is granted for the same number of shares as the
number used by the holder to pay the option price upon exercise).

Subject to limited exceptions, options are forfeited upon termination of
employment or service. Options are not assignable (except by will or the laws of
descent and distribution).

Options may not be granted after the tenth anniversary of the 2005 Equity
Incentive Plans adoption.

The means of payment, if any, for shares issued upon exercise of an award will
be specified in each award agreement. The 2005 Equity Incentive Plan permits
payment to be made by cash, check, broker-assisted same day sales, and by
delivery of other shares of Company Common Stock which they have owned as of the
exercise date. For nonqualified stock options, stock awards, and stock received
upon the exercise of stock appreciation rights, the option holder or stock
recipient must also pay the Company, at the time of purchase, the amount of
federal, state, and local withholding taxes required to be withheld by the
Company. An award under the 2005 Equity Incentive Plan may permit or require
that such withholding tax obligations be paid by having the Company withhold
shares of common stock having a value equal to the amount required to be
withheld. Certain executives of the Company may elect to pay their withholding
obligations by having shares withheld.

Performance Goals

Awards may, but need not, vest or be granted subject to the satisfaction of one
or more performance goals. Performance goals for awards will be determined by
the Board of Directors and will be designed to support the Company's business
strategy, and align grantee's interests with customer and shareholder interests.
For awards that are intended to qualify as performance-based compensation under
Section 162(m) of the Internal Revenue Code, performance goals will be based on
one or more of the following business criteria: sales or licensing volume,
revenues, customer satisfaction, expenses, organizational health/productivity,
earnings (which includes similar measurements such as net profits, operating
profits and net income, and which may be calculated before or after taxes,
interest, depreciation, amortization or taxes), margins, cash flow, shareholder
return, return on equity, assets, or investments, working capital, product
shipments, product releases, brand or product recognition/acceptance, and/or
stock price.

Achievement of the goals may be measured individually, alternatively, or in any
combination; with respect to the Company, a subsidiary, division, business unit,
product line, product, or any combination of the foregoing; on an absolute
basis, or relative to a target, to a designated comparison group, to results in
other periods, or to other external measures; and including or excluding items
that could affect the measurement, such as extraordinary or unusual and
nonrecurring gains or losses, litigation or claim judgments or settlements,
material changes in tax laws, acquisitions, divestitures, the cumulative effect
of accounting changes, asset write-downs, restructuring charges, or the results
of discontinued operations.

Restricted Stock Grants

The 2005 Equity Incentive Plan also authorizes the Board of Directors to issue
stock to the qualified participants in the Plan. Restricted stock may or may not
be granted subject to vesting over a period of continued service at the
discretion of the Board of Directors. Restricted stock granted under the Plan is
not purchased by the recipient in contrast to the requirement that a recipient
of an option must purchase the shares underlying the option.

Stock Appreciation Rights

Stock appreciation rights ("SARs") may be granted alone ("Stand-Alone SARs"), in
addition to, or in tandem ("Tandem SARs") with a stock option under the 2005
Equity Incentive Plan. Upon exercise of a Stand-Alone SAR, the grantee will be
entitled to receive the excess of the fair market value on the exercise date of
the Company Common Stock underlying the SAR over the aggregate base price
applicable to such shares; provided that the base price per share may not be
less than the fair market value of such shares on the grant date. A grantee
granted a Tandem SAR will be required to elect between exercising the underlying
option and surrendering the option in exchange for a distribution from the
Company equal to the excess of the fair market value on the surrender date of
the shares that were vested under the surrendered option over the aggregate
exercise price payable for such shares. Any such surrender must be first
approved by the Board of directors. Distributions to the grantee may be made in
Common Stock, in cash, or in a combination of stock and cash, as determined by
the Board of Directors.

Certain Reorganizations

The 2005 Equity Incentive Plan provides for appropriate adjustments of the
number and kind of shares to be issued upon exercise of an option and of the
exercise price to reflect changes in the capital structure of the corporation,
stock splits, recapitalizations, mergers and reorganizations.

Amendment or Termination of the 2005 Equity Incentive Plan

The 2005 Equity Incentive Plan may be amended by the Board of Directors of the
Company, except that stockholder approval of amendments will be required among
other things (a) to the extent stockholder approval is required by Rule 16b-3
under the Securities Exchange Act of 1934, and (b) to (i) increase the maximum
number of shares subject to options granted in a fiscal year, (ii) change the
classification of employees eligible to receive awards, (iii) extend the maximum
option period under the 2005 Equity Incentive Plan, or (iv) increase the number
of shares that may be issued under the 2005 Equity Incentive Plan. The 2005
Equity Incentive Plan is effective for ten years from the date the 2005 Equity
Incentive Plan was adopted by the Board of Directors during which time options
may be granted.

Administration

The 2005 Equity Incentive Plan will be administered by the Board of Directors.
The Board of Directors will determine the individuals who will receive options
and the terms of the options, which will be reflected in written agreements with
the holders. Decisions by the Board of Directors or the Board of Directors with
respect to the 2005 Equity Incentive Plan are final and binding.

Term of Award

The term of an award may be no more than ten years from the date of grant. No
grant may be exercised after the expiration of its term.

Death or Disability

If an grantee's employment or consulting relationship terminates as a result of
his or her death or total and permanent disability, then his or her grants will
vest to the extent of any vesting that would have occurred within the following
12 months had the employment or consulting relationship continued. Following
death, an option or SAR may be exercised, to the extent vested and not expired,
within the 12-month period following the grantee's death by his or her estate or
by the person who acquires the exercise right by bequest or inheritance.
Following total and permanent disability, an option or SAR may be exercised, to
the extent vested and not expired, within the 18-month period following the date
on which the grantee ceased performing services.

Federal Income Tax Consequences

The U.S. federal income tax consequences to the Company and its employees of
awards under the 2005 Equity Incentive Plan are complex and subject to change.
The following discussion is only a summary of the general rules applicable to
the 2005 Equity Incentive Plan.

Recipients of awards under the 2005 Equity Incentive Plan should consult their
own tax advisors since a taxpayer's particular situation may be such that some
variation of the rules described below will apply.

As discussed above, several different types of instruments may be issued under
the Equity Incentive Plan. The tax consequences related to the issuance of each
is discussed separately below.

Options. As noted above, options granted under the 2005 Equity Incentive Plan
may be either incentive stock options or nonqualified stock options. Incentive
stock options are options which are designated as such by the Company and which
meet certain requirements under Section 422 of the Internal Revenue Code and the
regulations thereunder. Any option that does not satisfy these requirements will
be treated as a nonqualified stock option.

Incentive Stock Options. If an option granted under the 2005 Equity Incentive
Plan is treated as an incentive stock option, the optionee will not recognize
any income upon either the grant or the exercise of the option, and the Company
will not be allowed a deduction for federal tax purposes. Upon a sale of the
shares, the tax treatment to the optionee and the Company will depend primarily
upon whether the optionee has met certain holding period requirements at the
time he or she sells the shares. In addition, as discussed below, the exercise
of an incentive stock option may subject the optionee to alternative minimum tax
liability.

If an optionee exercises an incentive stock option and does not dispose of the
shares received within two years after the date such option was granted or
within one year after the transfer of the shares to him or her, any gain
realized upon the disposition will be characterized as long-term capital gain
and, in such case, the Company will not be entitled to a federal tax deduction.

If the optionee disposes of the shares either within two years after the date
the option is granted or within one year after the transfer of the shares to him
or her, such disposition will be treated as a disqualifying disposition and an
amount equal to the lesser of (1) the fair market value of the shares on the
date of exercise minus the exercise price, or (2) the amount realized on the
disposition minus the exercise price, will be taxed as ordinary income to the
optionee in the taxable year in which the disposition occurs. (However, in the
case of gifts, sales to related parties, and certain other transactions, the
full difference between the fair market value of the stock and the purchase
price will be treated as compensation income.) The excess, if any, of the amount
realized upon disposition over the fair market value at the time of the exercise
of the option will be treated as long-term capital gain if the shares have been
held for more than one year following the exercise of the option. In the event
of a disqualifying disposition, the Company may withhold income taxes from the
optionee's compensation with respect to the ordinary income realized by the
optionee as a result of the disqualifying disposition.

The exercise of an incentive stock option may subject an optionee to alternative
minimum tax liability. The excess of the fair market value of the shares at the
time an incentive stock option is exercised over the purchase price of the
shares is included in income for purposes of the alternative minimum tax even
though it is not included in taxable income for purposes of determining the
regular tax liability of an employee. Consequently, an optionee may be obligated
to pay alternative minimum tax in the year he or she exercises an incentive
stock option.

In general, there will be no federal income tax deductions allowed to the
Company upon the grant, exercise, or termination of an incentive stock option.
However, if an optionee sells or otherwise disposes of stock received on the
exercise of an incentive stock option in a disqualifying disposition, the
Company will be entitled to a deduction for federal income tax purposes in an
amount equal to the ordinary income, if any, recognized by the optionee upon
disposition of the shares, provided that the deduction is not otherwise
disallowed under the Code.

Nonqualified Stock Options. Nonqualified stock options granted under the 2005
Equity Incentive Plan do not qualify as "incentive stock options" and will not
qualify for any special tax benefits to the optionee. An optionee generally will
not recognize any taxable income at the time he or she is granted a nonqualified
option. However, upon its exercise, the optionee will recognize ordinary income
for federal tax purposes measured by the excess of the then fair market value of
the shares over the exercise price. The income realized by the optionee will be
subject to income and other employee withholding taxes.

The optionee's basis for determination of gain or loss upon the subsequent
disposition of shares acquired upon the exercise of a nonqualified stock option
will be the amount paid for such shares plus any ordinary income recognized as a
result of the exercise of such option. Upon disposition of any shares acquired

pursuant to the exercise of a nonqualified stock option, the difference between
the sale price and the optionee's basis in the shares will be treated as a
capital gain or loss and generally will be characterized as long-term capital
gain or loss if the shares have been held for more than one year at their
disposition.

In general, there will be no federal income tax deduction allowed to the Company
upon the grant or termination of a nonqualified stock option or a sale or
disposition of the shares acquired upon the exercise of a nonqualified stock
option. However, upon the exercise of a nonqualified stock option, the Company
will be entitled to a deduction for federal income tax purposes equal to the
amount of ordinary income that an optionee is required to recognize as a result
of the exercise, provided that the deduction is not otherwise disallowed under
the Code.

Stock Awards. Generally, the recipient of a stock award will recognize ordinary
compensation income at the time the Company's common stock associated with the
stock award is received in an amount equal to the excess, if any, of the fair
market value of the stock received over any amount paid by the recipient in
exchange for the stock. If, however, the stock is non-vested (i.e., if the
employee is required to work for a period of time in order to have the right to
sell the stock) when it is received under the 2005 Equity Incentive Plan and the
recipient had not elected otherwise, the recipient generally will not recognize
income until the stock becomes vested, at which time the recipient will
recognize ordinary compensation income equal to the excess, if any, of the fair
market value of the stock on the date it becomes vested over any amount paid by
the recipient in exchange for the stock. The income realized by the recipient
will generally be subject to U.S. income and employment taxes.

In the case of stock awards that take the form of the Company's unfunded and
unsecured promise to issue common stock at a future date, the grant of this type
of stock award is not a taxable event to the recipient because it constitutes an
unfunded and unsecured promise to issue shares of Company Common Stock at a
future date. Once this type of stock award vests and the recipient receives the
Company Common Stock, the tax rules discussed in the previous paragraph will
apply to receipt of such shares.

The recipient's basis for determination of gain or loss upon the subsequent
disposition of shares acquired as stock awards will be the amount paid for such
shares plus any ordinary income recognized either when the stock is received or
when the stock becomes vested, as applicable. Upon the disposition of any stock
received as a stock award under the 2005 Equity Incentive Plan, the difference
between the sale price and the recipient's basis in the shares will be treated
as a capital gain or loss and generally will be characterized as long-term
capital gain or loss if, at the time of disposition, the shares have been held
for more than one year since the recipient recognized compensation income with
respect to such shares.

If a recipient of a stock award receives the cash equivalent of Company common
stock (in lieu of actually receiving Company common stock), the recipient will
recognize ordinary compensation income at the time of the receipt of such cash
in the amount of the cash received.

In the year that the recipient of a stock award recognizes ordinary taxable
income in respect of such award, the Company will be entitled to a deduction for
federal income tax purposes equal to the amount of ordinary income that the
recipient is required to recognize, provided that the deduction is not otherwise
disallowed under the Code.

Stock Appreciation Rights. As discussed above, the Company may grant either
Stand-Alone SARs or Tandem SARs under the 2005 Equity Incentive Plan. Generally,
the recipient of a Stand-Alone SAR will not recognize any taxable income at the
time the Stand-Alone SAR is granted.

With respect to Stand-Alone SARs, if the employee receives the appreciation
inherent in the SARs in cash, the cash will be taxable as ordinary compensation
income to the employee at the time that it is received. If the employee receives

the appreciation inherent in the Stand-Alone SARs in stock, the employee will
recognize ordinary compensation income equal to the excess of the fair market
value of the stock on the day it is received over any amounts paid by the
employee for the stock.

With respect to Tandem SARs, if a holder elects to surrender the underlying
option in exchange for cash or stock equal to the appreciation inherent in the
underlying option, the tax consequences to the employee will be the same as
discussed above relating to Stand-Alone SARs. If the employee elects to exercise
the underlying option, the holder will be taxed at the time of exercise as if he
or she had exercised a nonqualified stock option (discussed above), i.e., the
employee will recognize ordinary income for federal tax purposes measured by the
excess of the then fair market value of the shares over the exercise price.

In general, there will be no federal income tax deduction allowed to the Company
upon the grant or termination of Stand-Alone SARs or Tandem SARs. However, upon
the exercise of either a Stand-Alone SAR or a Tandem SAR, the Company will be
entitled to a deduction for federal income tax purposes equal to the amount of
ordinary income that the employee is required to recognize as a result of the
exercise, provided that the deduction is not otherwise disallowed under the
Internal Revenue Code.

Stockholder Approval

The Company's Board of Directors seeks stockholder approval because such
approval is required under the Internal Revenue Code as a condition to incentive
stock option treatment and will maximize the potential for deductions associated
with any non-qualified options granted under the 2005 Equity Incentive Plan.

The affirmative vote of a majority of the votes cast by all holders of the
outstanding shares of Common Stock (with each share of Common Stock entitled to
one vote) is required for ratification of this proposal.

REPORT OF THE AUDIT COMMITTEE

MEMBERSHIP AND ROLE OF THE AUDIT COMMITTEE

The Audit Committee of the Company's Board of Directors (the "Audit Committee")
currently consists of the entirety of the Board of Directors. Only Mr. Nickerson
is independent as defined under the National Association of Securities Dealers`
listing standards. The Board of Directors does not have a written charter
regarding its duties while serving as the Audit Committee. None of the members
of the Board of Directors is an expert in accounting matters.

REVIEW OF THE COMPANY'S AUDITED FINANCIAL STATEMENTS FOR THE FISCAL YEAR ENDED
JUNE 30, 2004

The Board of Directors has reviewed and discussed the audited financial
statements of the Company for the fiscal year ended June 30, 2004, with the
Company's management. The Board of Directors also discussed with Cordovano and
Honeck, Inc., Certified Public Accountants, the Company's independent auditors,
the matters required to be discussed by Statement on Auditing Standards No. 61
"Communication with Audit Committees".

Based on the Board of Directors' reviews and discussions noted above, the Board
of Directors determined that the Company's consolidated audited financial
statements be included in the Company's Annual Report on Form 10-KSB for the
fiscal year ended June 30, 2004, for filing with the Securities and Exchange
Commission.

The Board of Directors recommends the appointment by the Board of Directors of
the Company of Cordovano and Honeck, Inc., Certified Public Accountants,
independent auditors, to examine the books, accounts and records of the Company
for the fiscal year ending June 30, 2005

Audit Committee / Board of Directors

Mr. Marty L. Williams
Mrs. Sara Williams
Mr. Eric Nickerson

AUDIT AND RELATED FEES

Audit Fees

The aggregate fees billed by the Company's auditors for professional services
rendered in connection with the audit of the Company's annual consolidated
financial statements for fiscal 2003 and fiscal 2004 and reviews of the
consolidated financial statements included in the Company's Forms 10-QSB are set
forth in the following table:

Fiscal 2003 Fiscal 2004 (1)
----------- ---------------
Current auditor -0- $15,525
---------------- ----------- ---------------
Prior Auditor $16,008 -0-
---------------- ----------- ---------------

Note

(1) Tenet's fiscal year was changed to July 1 - June 30 effective June 30, 2004.
Fiscal 2004 is for 6 months.

Audit-Related Fees

For fiscal 2003 and fiscal 2004, the Company's auditors did not bill any fees
for assurance and related services that are reasonably related to the
performance of the audit or review of the Company's financial statements and are
not reported under "Audit Fees" above.

Tax Fees

No fees were billed by the Company's auditors for professional services for tax
compliance, tax advice, and tax planning for fiscal 2003 or fiscal 2004.

All Other Fees

No fees were billed by the Company's auditors for all other non-audit services
rendered to the Company, such as attending meetings and other miscellaneous
financial consulting, in fiscal 2003 or fiscal 2004.

Audit Committee

The Board of Directors in its Audit Committee role has no formal procedures and
polices for prior approval of fees paid to its auditor. The Board of Directors,
however, meets prior to filing of any Form 10-QSB or 10-KSB to approve those
filings. In addition, the Board of Directors meets to discuss audit plans and
anticipated fees for audit and tax work prior to the commencement of that work.
Approximately 100% of all fees paid to our independent auditors for fiscal 2004
are pre-approved by the Board of Directors.

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS

The firm of Cordovano and Honeck, Inc., Certified Public Accountants has been
selected by the Board of Directors to serve as the Company's independent
auditors for fiscal year 2005. The shareholders will be asked to ratify this
appointment at the Annual Meeting.

The reports of Cordovano and Honeck on the Company's financial statements for
the year ended June 30, 2004 and did not contain an adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles.

During the Company's two most recent fiscal years and through March 31, 2005,
there have been no reportable events (as defined in Item 304(a)(1)(v) of
Regulation S-K).

As a result of the change of control of Tenet after the acquisition of Let's Go
Aero, Inc. June 30, 2004, by action of the new Board of Directors, the former
accountants were replaced by Cordovano and Honeck, Inc., Certified Public
Accountants.

The following resolution concerning the appointment of the independent auditors
will be presented to the shareholders at the Annual Meeting:

RESOLVED, that the appointment by the Board of Directors of the Company of
Cordovano and Honeck, Inc., Certified Public Accountants, independent auditors,
to examine the books, accounts and records of the Company for the fiscal year
ending June 30, 2005 is hereby ratified and approved.

A representative of the principal accountant for the current year and for the
most recently completed fiscal year is not expected to be present at the
shareholders' meeting.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors and executive officers, and persons who own more than ten percent of
Common Stock, to file with the SEC initial reports of ownership and reports of
changes in ownership of Common Stock. Executive officers, directors and ten
percent stockholders are required by SEC regulations to furnish the Company with
a copy of all Section 16(a) forms ("Forms 3, 4, and 5") that they file. To the
Company's knowledge, based solely on a review of copies of the Forms 3, 4 and 5
furnished to the Company, all applicable Section 16(a) filing requirements were
met except as listed below:

Eric Nickerson, Director - Failure to file Form 3, Form 4 or Form 5 Third
Century II - Failure to file Form 3, form 4 or Form 5

Certain Relationships and Related Transactions.

Acquisition of LGA by Tenet

Mr. Eric Nickerson is a Director of LGA and has been a Director of LGA since
2001. Mr. Nickerson is a Director of Tenet and has been a Director of Tenet
since 1990. Mr. Nickerson also is the manager of Third Century II, a private
investment company that prior to June 30, 2004, held promissory notes reflecting
principal and interest payable by LGA in the amount of $1,009,977.57. In
addition, Third Century II prior to June 30, 2004 was the holder of 245,000
shares of Tenet Common Stock. Finally, Mr. Nickerson prior to June 30, 2004,
owned 32,361 shares of LGA individually. All share amounts reflect post LGA
acquisition adjustments.

The transaction under which Tenet acquired LGA was proposed by Mr. Nickerson to
LGA's management. Under the terms of the Acquisition Agreement, Third Century
II's debt was converted to 1,484,968 shares of Tenet. Third Century II now owns
or may acquire 1,988,854 shares of Tenet, or 28.3% of Tenet's outstanding stock.
In considering the acquisition, Mr. Nickerson's opinions and desires held
substantial influence on the Boards of Directors of the two companies. Although
Mr. Nickerson's vote on the Board of Directors of both Tenet and LGA is recorded
for purposes of qualifying the respective Board's of Directors Consents to
Action under the Corporate laws of Utah for Tenet and Colorado for LGA, both
Boards of Directors determined that Mr. Nickerson's vote was not necessary for
the approval of the Acquisition Agreement.

In the course of the negotiation of the terms of the Acquisition Agreement, it
was obvious to all parties that Mr. Nickerson was under a material and
irreconcilable conflict of interest. Third Century II stood to gain from the
transaction through the conversion of a promissory note with doubtful
collectibility into shares of stock of a company for which there is a public,
albeit thinly traded, market. Under the transaction, Mr. Nickerson was also able
to convert his investment in LGA shares into shares of a company with a public
market But these interests were no different than those of any other note holder
or shareholder of LGA.

Mr. Nickerson, however, was also a beneficial owner of Tenet shares through
Third Century II and a Director of Tenet before the acquisition of LGA by Tenet.
In his positions with the two companies he would not have been able to reconcile
his duty to pursue the best terms of the Acquisition Agreement for the
shareholders or note holders of LGA on the one hand against the terms favoring
the shareholders of Tenet on the other hand.

Although Mr. Nickerson's conflict of interest was recognized by the parties to
the transaction, the Directors without conflicts of interest unanimously agreed
to the terms of the Acquisition Agreement. In addition, as the transaction was
structured, each shareholder of LGA was given the right to reject the offer to
exchange his, her or its shares or notes for shares of Tenet.

SHAREHOLDER PROPOSALS FOR THE 2006 ANNUAL MEETING OF SHAREHOLDERS

Shareholder proposals submitted pursuant to Rule 14a-8 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act") for inclusion in the
Company's proxy materials for its 2005 Annual Meeting of Shareholders must be
received by the Secretary of the Company at the principal offices of the Company
no later December 30, 2005.

Written notice of proposals of shareholders submitted outside the processes of
Rule 14a-8 under the Exchange Act for consideration at the 2005 Annual Meeting
must have been received by the Company on or before February 22, 2006, in order
to be considered timely for purposes of Rule 14a-4 under the Exchange Act. The
persons designated in the Company's proxy card will be granted discretionary
authority with respect to any shareholder proposal with respect to which the
Company does not receive timely notice.

FORWARD-LOOKING STATEMENTS

This proxy statement may include "forward-looking statements" within the meaning
of Section 27A of the Securities Act of 1933, as amended, Section 21E of the
Securities Exchange Act of 1934, as amended, and the Private Securities
Litigation Reform Act of 1995. Forward-looking statements may be identified by
terminology such as "may," "will," "should," "could," "would," "expects,"
"plans," "intends," "anticipates," "believes," "estimates," "predicts,"
"projects," "potential," or "continue" or the negative of such terms and other
comparable terminology. Opinions, forecasts, projections, guidance or other
statements other than statements of historical fact are considered forward-
looking statements. These statements are based upon assumptions that are subject
to change and other risks. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct. Certain risks
and uncertainties inherent in the Company's business are set forth in its
filings with the Securities and Exchange Commission. Estimates of future
financial or operating performance, provided by the Company, are based on
existing market conditions and information available at this time. Actual
financial and operating performance may be higher or lower. Future performance
is dependent upon many factors, including the success of the Company's
international operations, the Company's ability to attract and retain
distributors and preferred customers, changes in laws and governmental
regulations and changes in market conditions. All subsequent written and oral
forward-looking statements attributable to the Company or to individuals acting
on the Company's behalf are expressly qualified in their entirety by this
paragraph. The Company undertakes no obligation to publicly update or revise any
forward looking statements, whether as a result of new information, future
events, or otherwise.

GENERAL INFORMATION

The Board of Directors does not know of any matters to be presented for
consideration other than the matters described in the Notice of Annual Meeting,
but if any matters are properly presented, it is the intention of the persons
named in the enclosed form of proxy to vote on such matters in accordance with
their best judgment to the same extent as the person signing the proxy would be
entitled to vote.

Shareholders who desire to have their shares voted at the Annual Meeting are
requested to mark, sign, and date the enclosed proxy and return it promptly in
the enclosed postage-paid envelope. Shareholders may revoke their proxies at any
time prior to the Annual Meeting and shareholders who are present at the Annual
Meeting may revoke their proxies and vote, if they so desire, in person.

A copy of the Company's Annual Report on Form 10-KSB, as filed with the
Securities and Exchange Commission, for the fiscal year ended June 30, 2004 is
enclosed with this Proxy Statement and Proxy.

By Order of the Board of Directors,

/s/ Marty L. Williams
--------------------------------------------------------------
February 1, 2005
Chairman of the Board of Directors and Chief Executive Officer

APPENDIX A

2005 EQUITY INCENTIVE PLAN 0F Tenet Information Services, Inc.

2005 Equity Incentive Plan

LGA, INC.

2005 EQUITY INCENTIVE PLAN

1. PURPOSES OF THE PLAN.

The purposes of this 2005 Equity Incentive Plan are:

(a) To attract and retain the best available personnel for positions of
substantial responsibility, and

(b) To provide additional incentive to Employees, Directors and Consultants, to
promote the success of the Company's business.

Options granted under the Plan may be Incentive Stock Options or Non-statutory
Stock Options, as determined by the Administrator at the time of grant. Stock
Purchases Rights may also be granted under the Plan.

2. DEFINITIONS.

The following definitions shall apply as used herein,:

ADMINISTRATOR means the Board or any of its Committees as shall be administering
the Plan, in accordance with Section 4 of the Plan.

APPLICABLE LAWS means the requirements relating to the administration of stock
option plans under United States state laws, United States federal and state
securities laws, the Code, and stock exchange or quotation system on which the
Common Stock is listed or quoted and the applicable laws of any foreign country
or jurisdiction where Options or Stock Purchase Rights are, or will be, granted
under the Plan.

BOARD means the Board of Directors of the Company.

CODE means the Internal Revenue Code of 1986, as amended.

COMMITTEE means a committee of Directors appointed by the Board in accordance
with Section 4 of the Plan.

COMMON STOCK means the common stock of the Company.

COMPANY means LGA, Inc., a Utah corporation.

CONSULTANT means any person, including an advisor, engaged by the Company or a
Parent or a Subsidiary to render services to such entity.

DIRECTOR means a member of the Board.

DISABILITY means total and permanent disability as defined in Section 22(e)(3)
of the Code.

EMPLOYEE means any person, including Officers and Directors, employed by the
Company or any Parent or Subsidiary of the Company. A Service Provider shall not
cease to be an Employee in the case of (i) any leave of absence approved by the
Company or (ii) transfers between locations of the Company or between the

Company, its Parent, any Subsidiary, or any successor. For purposes of Incentive
Stock Options, no such leave may exceed ninety days, unless reemployment upon
expiration of such leave is guaranteed by statute or contract. If re-employment
upon expiration of a leave of absence approved by the Company is not so
guaranteed, on the ninety-first day of such leave any Incentive Stock Option
held by the Optionee shall cease to be treated as an Incentive Stock Option and
shall be treated for tax purposes as a Non-statutory Stock Option. Neither
service as a Director nor payment of a director's fee by the Company shall be
sufficient to constitute "employment" by the Company.

EXCHANGE ACT means the Securities Exchange Act of 1934, as amended.

FAIR MARKET VALUE means, as of any date, the value of Common Stock determined as
follows:

(a) If the Common Stock is listed on any established stock exchange or a
national market system, including without limitation the Nasdaq National Market
or The Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value
shall be the closing sales price for such stock (or the closing bid, if no sales
were reported) as quoted on such exchange or system for the last market trading
day prior to the time of determination, as reported in The Wall Street Journal
or such other source as the Administrator deems reliable;

(b) If the Common Stock is regularly quoted by a recognized securities dealer
but selling prices are not reported, the Fair Market Value of a Share of Common
Stock shall be the mean between the high bid and low asked prices for the Common
Stock on the last market trading day prior to the day of determination, as
reported in The Wall Street Journal or such other source as the Administrator
deems reliable; or

(c) In the absence of an established market for the Common Stock, the Fair
Market Value shall be determined in good faith by the Administrator.

INCENTIVE STOCK OPTION means an Option intended to qualify as an incentive stock
option within the meaning of Section 422 of the Code and the regulations
promulgated thereunder.

NON-STATUTORY STOCK OPTION means an Option not intended to qualify as an
Incentive Stock Option.

NOTICE OF GRANT means a written or electronic notice evidencing certain terms
and conditions of an individual Option or Stock Purchase Right grant. The Notice
of Grant is part of the Option Agreement.

OFFICER means a person who is an officer of the Company within the meaning of
Section 16 of the Exchange Act and the rules and regulations promulgated
thereunder.

OPTION means a stock option granted pursuant to the Plan.

OPTION AGREEMENT means an agreement between the Company and an Optionee
evidencing the terms and conditions of an individual Option grant. The Option
Agreement is subject to the terms and conditions of the Plan.

OPTION EXCHANGE PROGRAM means a program whereby outstanding Options are
surrendered in exchange for Options with a lower exercise price.

OPTIONED STOCK means the Common Stock subject to an Option or Stock Purchase
Right.

OPTIONEE means the holder of an outstanding Option or Stock Purchase Right
granted under the Plan.

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PARENT means a "parent corporation," whether now or hereafter existing, as
defined in Section 424(e) of the Code.

PLAN means this 2005 Equity Incentive Plan.

RESTRICTED STOCK means shares of Common Stock acquired pursuant to a grant of
Stock Purchase Rights under Section 11 of the Plan.

RESTRICTED STOCK PURCHASE AGREEMENT means a written agreement between the
Company and the Optionee evidencing the terms and restrictions applying to stock
purchased under a Stock Purchase Right. The Restricted Stock Purchase Agreement
is subject to the terms and conditions of the Plan and the Notice of Grant.

RULE 16b-3 means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3,
as in effect when discretion is being exercised with respect to the Plan.

SECTION 16(b) means Section 16(b) of the Exchange Act.

SERVICE PROVIDER means an Employee, Director or Consultant.

SHARE means a share of the Common Stock, as adjusted in accordance with Section
13 of the Plan.

STOCK PURCHASE RIGHT means the right to purchase Common Stock pursuant to
Section 11 of the Plan, as evidenced by a Notice of Grant.

SUBSIDIARY means a "subsidiary corporation", whether now or hereafter existing,
as defined in Section 424(f) of the Code.

3. STOCK SUBJECT TO THE PLAN

(a) Aggregate Shares. Subject to the provisions of Section 13 of the Plan, the
maximum aggregate number of Shares which may be optioned and sold under the Plan
is 1,500,000 Shares, plus an annual increase to be added on the first day of the
Company's fiscal year beginning in 2005 equal to the lesser of:

(i) 100,000 Shares,

(ii) 1% of the outstanding shares on such date, or

(iii) A lesser amount determined by the Board.

(b) Source of Shares. The Shares may be authorized, but unissued, or reacquired
Common Stock.

(c) Availability of Shares. If an Option or Stock Purchase Right expires or
becomes unexercisable without having been exercised in full, or is surrendered
pursuant to an Option Exchange Program, the un-purchased Shares which were
subject thereto shall become available for future grant or sale under the Plan
(unless the Plan has terminated); provided, however, that Shares that have
actually been issued under the Plan, whether upon exercise of an Option or
Right, shall not be returned to the Plan and shall not become available for
future distribution under the Plan, except that if Shares of Restricted Stock
are repurchased by the Company at their original purchase price, such Shares
shall become available for future grant under the Plan.

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4. ADMINISTRATION OF THE PLAN

(a) Procedure.

(i) The Plan may be administered by different Committees with respect to
different groups of Service Providers.

(ii) To the extent that the Administrator determines it to be desirable to
qualify Options granted hereunder as "performance-based compensation"
within the meaning of Section 162(m) of the Code, the Plan shall be
administered by a Committee of two or more "outside directors" within
the meaning of Section 162(m) of the Code.

(iii) To the extent desirable to qualify transactions hereunder as exempt
under Rule 16b-3, the transactions contemplated hereunder shall be
structured to satisfy the requirements for exemption under Rule
16b-3.

(iv) Other than as provided above, the Plan shall be administered by:

(A) the Board, or

(B) a Committee, which committee shall be constituted to satisfy
Applicable Laws.

(b) Powers of the Administrator. Subject to the provisions of the Plan, and in
the case of a Committee, subject to the specific duties delegated by the Board
to such Committee, the Administrator shall have the authority, in its
discretion:

(i) to determine the Fair Market Value;

(ii) to select the Service Providers to whom Options and Stock Purchase
Rights may be granted hereunder;

(iii) to determine the number of shares of Common Stock to be covered by
each Option and Stock Purchase Right granted hereunder;

(iv) to approve forms of agreement for use under the Plan;

(v) To determine the terms and conditions, not inconsistent with the terms
of the Plan, of any Option or Stock Purchase Right granted hereunder.
Such terms and conditions include, but are not limited to, the
exercise price, the time or times when Options or Stock Purchase
Rights may be exercised (which may be based on performance criteria),
any vesting acceleration or waiver of forfeiture restrictions, and any
restriction or limitation regarding any Option or Stock Purchase Right
or the shares of Common Stock relating thereto, based in each case on
such factors as the Administrator, in its sole discretion, shall
determine;

(vi) to reduce the exercise price of any Option or Stock Purchase Right to
the then current Fair Market Value if the Fair Market Value of the
Common Stock covered by such Option or Stock Purchase Right shall have
declined since the date the Option or Stock Purchase Right was
granted;

(vii) to institute an Option Exchange Program;

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(viii) to construe and interpret the terms of the Plan and awards granted
pursuant to the Plan;

(ix) to prescribe, amend and rescind rules and regulations relating to the
Plan, including rules and regulations relating to sub-plans
established for the purpose of qualifying for preferred tax treatment
under foreign tax laws;

(x) to modify or amend each Option or Stock Purchase Right (subject to
Section 15(b) of the Plan), including the discretionary authority to
extend the post-termination exercisability period of Options longer
than is otherwise provided for in the Plan;

(xi) to allow Optionees to satisfy withholding tax obligations by electing
to have the Company withhold from the Shares to be issued upon
exercise of an Option or Stock Purchase Right that number of Shares
having a Fair Market Value equal to the amount required to be
withheld. The Fair Market Value of the Shares to be withheld shall be
determined on the date that the amount of tax to be withheld is to be
determined. All elections by an Optionee to have Shares withheld for
this purpose shall be made in such form and under such conditions as
the Administrator may deem necessary or advisable;

(xii) to authorize any person to execute on behalf of the Company any
instrument required to effect the grant of an Option or Stock
Purchase Right previously granted by the Administrator; or

(xiii) to make all other determinations deemed necessary or advisable
for administering the Plan.

(c) Effect of Administrator's Decision. The Administrator's decisions,
determinations and interpretations shall be final and binding on all Optionees
and any other holders of Options or Stock Purchase Rights.

5. ELIGIBILITY

Non-statutory Stock Options and Stock Purchase Rights may be granted to Service
Providers. Incentive Stock Options may be granted only to Employees.

6. LIMITATIONS

(a) Type of Option. Each Option shall be designated in the Option Agreement as
either an Incentive Stock Option or a Non-statutory Stock Option.
Notwithstanding such designation, however, to the extent that the aggregate Fair
Market Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year (under
all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such
Options shall be treated as Non-statutory Stock Options. For purposes of this
Section 6(a), Incentive Stock Options shall be taken into account in the order
in which they were granted. The Fair Market Value of the Shares shall be
determined as of the time the Option with respect to such Shares is granted.

(b) No Right to Continue as Service Provider. Neither the Plan nor any Option or
Stock Purchase Right shall confer upon an Optionee any right with respect to
continuing the Optionee's relationship as a Service Provider with the Company,
nor shall they interfere in any way with the Optionee's right or the Company's
right to terminate such relationship at any time, with or without cause.

(i) No Service Provider shall be granted, in any fiscal year of the
Company, Options to purchase more than 50,000 Shares.

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(ii) In connection with his or her initial service, a Service Provider may
be granted Options to purchase up to an additional 200,000 Shares,
which shall not count against the limit set forth in subsection (i)
above.

(iii) The foregoing limitations shall be adjusted proportionately in
connection with any change in the Company's capitalization as
described in Section 13.

(iv) If an Option is cancelled in the same fiscal year of the Company in
which it was granted (other than in connection with a transaction
described in Section 13), the cancelled Option will be counted against
the limits set forth in subsections (i) and (ii) above. For this
purpose, if the exercise price of an Option is reduced, the
transaction will be treated as a cancellation of the Option and the
grant of a new Option.

7. TERM OF THE PLAN

Subject to Section 19 of the Plan, the Plan shall become effective upon its
adoption by the Board. It shall continue in effect for a term of ten (10) years
unless terminated earlier under Section 15 of the Plan.

8. TERM OF OPTION

The term of each Option shall be stated in the Option Agreement. In the case of
an Incentive Stock Option granted to an Optionee who, at the time the Incentive
Stock Option is granted, owns stock representing more than ten percent (10%) of
the total combined voting power of all classes of stock of the Company or any
Parent or Subsidiary, the term of the Incentive Stock Option shall be five (5)
years from the date of grant or such shorter term as may be provided in the
Option Agreement. Otherwise, in the case of an Incentive Stock Option, the term
shall be ten (10) years from the date of grant or such shorter term as may be
provided in the Option Agreement.

9. OPTION EXERCISE PRICE AND CONSIDERATION

(a) Exercise Price. The per share exercise price for the Shares to be issued
pursuant to exercise of an Option shall be determined by the Administrator,
subject to the following:

(i) In the case of an Incentive Stock Option:

(A) Granted to an Employee who, at the time of the Incentive Stock
Option grant, owns stock representing more than ten percent (10%)
of the voting power of all classes of stock of the Company or any
Parent or Subsidiary, the exercise price per Share shall be no
less than 110% of the Fair Market Value per Share on the date of
grant; or

(B) Granted to any Employee other than an Employee described in
paragraph (A) immediately above, the exercise price per Share
shall be no less than 100% of the Fair Market Value per Share on
the date of grant.

(ii) In the case of a Non-statutory Stock Option, the per Share exercise
price shall be determined by the Administrator. In the case of a
Non-statutory Stock Option intended to qualify as "performance-based
compensation" within the meaning of Section 162(m) of the Code, the
per Share exercise price shall be no less than 100% of the Fair Market
Value per Share on the date of grant.

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(iii) Notwithstanding the foregoing, Options may be granted with a per
Share exercise price of less than 100% of the Fair Market Value per
Share on the date of grant pursuant to a merger or other corporate
transaction.

(b) Waiting Period and Exercise Dates. At the time an Option is granted, the
Administrator shall fix the period within which the Option may be exercised and
shall determine any conditions that must be satisfied before the Option may be
exercised.

(c) Form of Consideration. The Administrator shall determine the acceptable form
of consideration for exercising an Option, including the method of payment. In
the case of an Incentive Stock Option, the Administrator shall determine the
acceptable form of consideration at the time of grant. Such consideration may
consist entirely of:

(i) cash;

(ii) check;

(iii) promissory note;

(iv) other Shares which:

(A) in the case of Shares acquired upon exercise of an option, have
been owned by the Optionee for more than six months on the date
of surrender, and

(B) have a Fair Market Value on the date of surrender equal to the
aggregate exercise price of the Shares as to which said Option
shall be exercised;

(v) consideration received by the Company under a cash-less exercise
program implemented by the Company in connection with the Plan;

(vi) a reduction in the amount of any Company liability to the Optionee,
including any liability attributable to the Optionee's participation
in any Company-sponsored deferred compensation program or arrangement;

(vii) any combination of the foregoing methods of payment; or

(viii) such other consideration and method of payment for the issuance of
Shares to the extent permitted by Applicable Laws.

10. EXERCISE OF OPTION

(a) Procedure for Exercise; Rights as a Shareholder. Any Option granted
hereunder shall be exercisable according to the terms of the Plan and at such
times and under such conditions as determined by the Administrator and set forth
in the Option Agreement. Unless the Administrator provides otherwise, vesting of
Options granted hereunder shall be tolled during any unpaid leave of absence. An
Option may not be exercised for a fraction of a Share.

(b) Exercise of Option. An Option shall be deemed exercised when the Company
receives:

(i) written or electronic notice of exercise (in accordance with the
Option Agreement) from the person entitled to exercise the Option; and

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(ii) full payment for the Shares with respect to which the Option is
exercised. (Full payment may consist of any consideration and method
of payment authorized by the Administrator and permitted by the Option
Agreement and the Plan.)

(c) Issuance of Optioned Shares. Shares issued upon exercise of an Option shall
be issued in the name of the Optionee or, if requested by the Optionee, in the
name of the Optionee and his or her spouse.

(d) Rights as Shareholder. Until the Shares are issued (as evidenced by the
appropriate entry on the books of the Company or of a duly authorized transfer
agent of the Company), no right to vote or receive dividends or any other rights
as a shareholder shall exist with respect to the Optioned Stock, notwithstanding
the exercise of the Option. The Company shall issue (or cause to be issued) such
Shares promptly after the Option is exercised. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the
Shares are issued, except as provided in Section 13 of the Plan.

(e) Effect of Exercise. Exercising an Option in any manner shall decrease the
number of Shares thereafter available, both for purposes of the Plan and for
sale under the Option, by the number of Shares as to which the Option is
exercised.

(f) Termination of Relationship as a Service Provider. If an Optionee ceases to
be a Service Provider, other than upon the Optionee's death or Disability, the
Optionee may exercise his or her Option within such period of time as is
specified in the Option Agreement to the extent that the Option is vested on the
date of termination (but in no event later than the expiration of the term of
such Option as set forth in the Option Agreement). In the absence of a specified
time in the Option Agreement, the Option shall remain exercisable for three (3)
months following the Optionee's termination. If, on the date of termination, the
Optionee is not vested as to his or her entire Option, the Shares covered by the
unvested portion of the Option shall revert to the Plan. If, after termination,
the Optionee does not exercise his or her Option within the time specified by
the Administrator, the Option shall terminate, and the Shares covered by such
Option shall revert to the Plan.

(g) Disability of Optionee. If an Optionee ceases to be a Service Provider as a
result of the Optionee's Disability, the Optionee may exercise his or her Option
within such period of time as is specified in the Option Agreement to the extent
the Option is vested on the date of termination (but in no event later than the
expiration of the term of such Option as set forth in the Option Agreement). In
the absence of a specified time in the Option Agreement, the Option shall remain
exercisable for twelve (12) months following the Optionee's termination. If, on
the date of termination, the Optionee is not vested as to his or her entire
Option, the Shares covered by the unvested portion of the Option shall revert to
the Plan. If, after termination, the Optionee does not exercise his or her
Option within the time specified herein, the Option shall terminate, and the
Shares covered by such Option shall revert to the Plan.

(h) Death of Optionee. If an Optionee dies while a Service Provider, the Option
may be exercised within such period of time as is specified in the Option
Agreement (but in no event later than the expiration of the term of such Option
as set forth in the Notice of Grant), by the Optionee's estate or by a person
who acquires the right to exercise the Option by bequest or inheritance, but
only to the extent that the Option is vested on the date of death. In the
absence of a specified time in the Option Agreement, the Option shall remain
exercisable for twelve (12) months following the Optionee's death. If, at the
time of death, the Optionee is not vested as to his or her entire Option, the
Shares covered by the unvested portion of the Option shall immediately revert to
the Plan. The Option may be exercised by the executor or administrator of the
Optionee's estate or, if none, by the person(s) entitled to exercise the Option
under the Optionee's will or the laws of descent or distribution. If the Option
is not so exercised within the time specified herein, the Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.

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(i) Buyout Provisions. The Administrator may at any time offer to buy out for a
payment in cash or Shares an Option previously granted based on such terms and
conditions as the Administrator shall establish and communicate to the Optionee
at the time that such offer is made.

11. STOCK PURCHASE RIGHTS

(a) Rights to Purchase. Stock Purchase Rights may be issued either alone, in
addition to, or in tandem with other awards granted under the Plan and/or cash
awards made outside of the Plan. After the Administrator determines that it will
offer Stock Purchase Rights under the Plan, it shall advise the offeree in
writing or electronically, by means of a Notice of Grant, of the terms,
conditions and restrictions related to the offer, including the number of Shares
that the offeree shall be entitled to purchase, the price to be paid, and the
time within which the offeree must accept such offer. The offer shall be
accepted by execution of a Restricted Stock Purchase Agreement in the form
determined by the Administrator.

(b) Repurchase Option. Unless the Administrator determines otherwise, the
Restricted Stock Purchase Agreement shall grant the Company a repurchase option
exercisable upon the voluntary or involuntary termination of the purchaser's
service with the Company for any reason (including death or Disability). The
purchase price for Shares repurchased pursuant to the Restricted Stock Purchase
Agreement shall be the original price paid by the purchaser and may be paid by
cancellation of any indebtedness of the purchaser to the Company. The repurchase
option shall lapse at a rate determined by the Administrator.

(c) Other Provisions. The Restricted Stock Purchase Agreement shall contain such
other terms, provisions and conditions not inconsistent with the Plan as may be
determined by the Administrator in its sole discretion.

(d) Rights as a Shareholder. Once the Stock Purchase Right is exercised, the
purchaser shall have the rights equivalent to those of a shareholder, and shall
be a shareholder when his or her purchase is entered upon the records of the
duly authorized transfer agent of the Company. No adjustment will be made for a
dividend or other right for which the record date is prior to the date the Stock
Purchase Right is exercised, except as provided in Section 13 of the Plan.

12. NON TRANSFERABILITY OF OPTIONS AND STOCK PURCHASE RIGHTS

Unless determined otherwise by the Administrator, an Option or Stock Purchase
Right may not be sold, pledged, assigned, hypothecated, transferred, or disposed
of in any manner other than by will or by the laws of descent or distribution
and may be exercised, during the lifetime of the Optionee, only by the Optionee.
If the Administrator makes an Option or Stock Purchase Right transferable, such
Option or Stock Purchase Right shall contain such additional terms and
conditions as the Administrator deems appropriate.

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13. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION, DISSOLUTION, MERGER OR ASSET
SALE

(a) Changes in Capitalization. Subject to any required action by the
shareholders of the Company, the number of Shares covered by each outstanding
Option and Stock Purchase Right, and the number of Shares which have been
authorized for issuance under the Plan but as to which no Options or Stock
Purchase Rights have yet been granted or which have been returned to the Plan
upon cancellation or expiration of an Option or Stock Purchase Right, as well as
the price per share of Common Stock covered by each such outstanding Option or
Stock Purchase Right, shall be proportionately adjusted for any increase or
decrease in the number of issued Shares resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common
Stock, or any other increase or decrease in the number of issued Shares effected
without receipt of consideration by the Company; provided, however, that
conversion of any convertible securities of the Company shall not be deemed to
have been "effected without receipt of consideration." Such adjustment shall be
made by the Board, whose determination in that respect shall be final, binding
and conclusive. Except as expressly provided herein, no issuance by the Company
of shares of stock of any class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason thereof shall be made
with respect to, the number or price of Shares subject to an Option or Stock
Purchase Right.

(b) Dissolution or Liquidation. In the event of the proposed dissolution or
liquidation of the Company, the Administrator shall notify each Optionee as soon
as practicable prior to the effective date of such proposed transaction. The
Administrator in its discretion may provide for an Optionee to have the right to
exercise his or her Option until fifteen (15) days prior to such transaction as
to all of the Optioned Stock covered thereby, including Shares as to which the
Option would not otherwise be exercisable. In addition, the Administrator may
provide that any Company repurchase option applicable to any Shares purchased
upon exercise of an Option or Stock Purchase Right shall lapse as to all such
Shares, provided the proposed dissolution or liquidation takes place at the time
and in the manner contemplated. To the extent it has not been previously
exercised, an Option or Stock Purchase Right will terminate immediately prior to
the consummation of such proposed action.

(c) Merger or Asset Sale. In the event of a merger of the Company with or into
another corporation, or the sale of substantially all of the assets of the
Company, each outstanding Option and Stock Purchase Right shall be assumed or an
equivalent option or right substituted by the successor corporation or a Parent
or Subsidiary of the successor corporation. In the event that the successor
corporation refuses to assume or substitute for the Option or Stock Purchase
Right, the Optionee shall fully vest in and have the right to exercise the
Option or Stock Purchase Right as to all of the Optioned Stock, including Shares
as to which it would not otherwise be vested or exercisable. If an Option or
Stock Purchase Right becomes fully vested and exercisable in lieu of assumption
or substitution in the event of a merger or sale of assets, the Administrator
shall notify the Optionee in writing or electronically that the Option or Stock
Purchase Right shall be fully vested and exercisable for a period of fifteen
(15) days from the date of such notice, and the Option or Stock Purchase Right
shall terminate upon the expiration of such period. For the purposes of this
paragraph, the Option or Stock Purchase Right shall be considered assumed if,
following the merger or sale of assets, the option or right confers the right to
purchase or receive, for each Share of Optioned Stock subject to the Option or
Stock Purchase Right immediately prior to the merger or sale of assets, the
consideration (whether stock, cash, or other securities or property) received in
the merger or sale of assets by holders of Common Stock for each Share held on
the effective date of the transaction (and if holders were offered a choice of
consideration, the type of consideration chosen by the holders of a majority of
the outstanding Shares); provided, however, that if such consideration received
in the merger or sale of assets is not solely common stock of the successor
corporation or its Parent, the Administrator may, with the consent of the
successor corporation, provide for the consideration to be received upon the
exercise of the Option or Stock Purchase Right, for each Share of Optioned Stock
subject to the Option or Stock Purchase Right, to be solely common stock of the
successor corporation or its Parent equal in fair market value to the per share
consideration received by holders of Common Stock in the merger or sale of
assets.

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14. DATE OF GRANT

The date of grant of an Option or Stock Purchase Right shall be, for all
purposes, the date on which the Administrator makes the determination granting
such Option or Stock Purchase Right, or such other later date as is determined
by the Administrator. Notice of the determination shall be provided to each
Optionee within a reasonable time after the date of such grant.

15. AMENDMENT AND TERMINATION OF THE PLAN

(a) Amendment and Termination. The Board may amend, alter, suspend or terminate
the Plan at any time.

(b) Effect of Amendment or Termination. No amendment, alteration, suspension or
termination of the Plan shall impair the rights of any Optionee, unless mutually
agreed otherwise between the Optionee and the Administrator, which agreement
must be in writing and signed by the Optionee and the Company. Termination of
the Plan shall not affect the Administrator's ability to exercise the powers
granted to it hereunder with respect to Options granted under the Plan prior to
the date of such termination.

16. CONDITIONS UPON ISSUANCE OF SHARES

(a) Legal Compliance. Shares shall not be issued pursuant to the exercise of an
Option or Stock Purchase Right unless the exercise of such Option or Stock
Purchase Right and the issuance and delivery of such Shares shall comply with
Applicable Laws and shall be further subject to the approval of counsel for the
Company with respect to such compliance.

(b) Investment Representations. As a condition to the exercise of an Option or
Stock Purchase Right, the Company may require the person exercising such Option
or Stock Purchase Right to represent and warrant at the time of any such
exercise that the Shares are being purchased only for investment and without any
present intention to sell or distribute such Shares if, in the opinion of
counsel for the Company, such a representation is required.

17. INABILITY TO OBTAIN AUTHORITY

The inability of the Company to obtain authority from any regulatory body having
jurisdiction, which authority is deemed by the Company's counsel to be necessary
to the lawful issuance and sale of any Shares hereunder, shall relieve the
Company of any liability in respect of the failure to issue or sell such Shares
as to which such requisite authority shall not have been obtained.

18. RESERVATION OF SHARES

The Company, during the term of this Plan, will at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

19. SHAREHOLDER APPROVAL

The Plan shall be subject to approval by the shareholders of the Company within
twelve (12) months after the date the Plan is adopted. Such shareholder approval
shall be obtained in the manner and to the degree required under Applicable
Laws.

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LGA, INC.

2005 EQUITY INCENTIVE PLAN

NOTICE OF STOCK OPTION GRANT

Unless otherwise defined herein, the terms defined in the Plan shall have the
same defined meanings in this Option Agreement.

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
(Optionee's Name and Address)

You have been granted an option to purchase Common Stock of the Company, subject
to the terms and conditions of the Plan and this Option Agreement, as follows:

Grant Number: _________________________________________________________________

Date of Grant: ________________________________________________________________

Vesting Commencement Date: ____________________________________________________

Exercise Price per Share: $_____________________________________________________

Total Number of Shares Granted: _______________________________________________

Total Exercise Price: $_________________________________________________________

Type of Option (check applicable): Incentive Stock Option: ______
Non-statutory Stock Option: ______

Term/Expiration Date: _________________________________________________________

This Option may be exercised, in whole or in part, in accordance with the
following schedule:

IN RESPECT OF EACH OPTION GRANT, ______________ OF THE OPTIONS VEST ON
_______________ AND THEREAFTER ________ OF THE REMAINING BALANCE VESTS AT THE
END OF _________________________ _______________________ OF COMPLETED SERVICE.

(Additional Terms)______________________________________________________________

--------------------------------------------------------------------------------

This Option may be exercised for three (3) months after Optionee ceases to be a
Service Provider. Upon the death or Disability of the Optionee, this Option may
be exercised for one year after Optionee ceases to be a Service Provider. In no
event shall this Option be exercised later than the Term/Expiration Date as
provided above.

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LGA, INC.

2005 EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT

1. GRANT OF OPTION.

(a) Grant of Option. The Plan Administrator of the Company hereby grants to the
Optionee named in the Notice of Stock Option Grant attached as Part I of this
Agreement (the "Optionee") an option (the "Option") to purchase the number of
Shares, as set forth in the Notice of Stock Option Grant (the "Notice of
Grant"), at the exercise price per share set forth in the Notice of Grant (the
"Exercise Price"), subject to the terms and conditions of the Plan, which is
incorporated herein by reference. Subject to Section 15(b) of the Plan, in the
event of a conflict between the terms and conditions of the Plan and the terms
and conditions of this Option Agreement, the terms and conditions of the Plan
shall prevail.

(b) Type of Option. If designated in the Notice of Grant as an Incentive Stock
Option ("ISO"), this Option is intended to qualify as an Incentive Stock Option
under Section 422 of the Code. However, if this Option is intended to be an
Incentive Stock Option, to the extent that it exceeds the $100,000 rule of Code
Section 422(d) it shall be treated as a Non-statutory Stock Option ("NSO").

2. EXERCISE OF OPTION.

(a) Right to Exercise. This Option is exercisable during its term in accordance
with the Vesting Schedule set out in the Notice of Grant and the applicable
provisions of the Plan and this Option Agreement.

(b) Method of Exercise. This Option is exercisable by delivery of an exercise
notice, in the form attached as Exhibit A (the "Exercise Notice"), which shall
state the election to exercise the Option, the number of Shares in respect of
which the Option is being exercised (the "Exercised Shares"), and such other
representations and agreements as may be required by the Company pursuant to the
provisions of the Plan. The Exercise Notice shall be completed by the Optionee
and delivered to the Secretary of the Company. The Exercise Notice shall be
accompanied by payment of the aggregate Exercise Price as to all Exercised
Shares. This Option shall be deemed to be exercised upon receipt by the Company
of such fully executed Exercise Notice accompanied by such aggregate Exercise
Price.

(c) Applicable Laws, Taxes. No Shares shall be issued pursuant to the exercise
of this Option unless such issuance and exercise complies with Applicable Laws.
Assuming such compliance, for income tax purposes the Exercised Shares shall be
considered transferred to the Optionee on the date the Option is exercised with
respect to such Exercised Shares.

3. METHOD OF PAYMENT.

(a) Payment. Payment of the aggregate Exercise Price shall be by any of the
following, or a combination thereof, at the election of the Optionee:

(i) cash; or

(ii) check; or

-2-

(iii) consideration received by the Company under a cash-less exercise
program implemented by the Company in connection with the Plan; or

(iv) surrender of other Shares which (A) in the case of Shares acquired
upon exercise of an option, have been owned by the Optionee for more
than six (6) months on the date of surrender, and (B) have a Fair
Market Value on the date of surrender equal to the aggregate Exercise
Price of the Exercised Shares; or

(v) With the Administrator's consent, delivery of Optionee's promissory
note (the "Note") in the form attached hereto as Exhibit C, in the
amount of the aggregate Exercise Price of the Exercised Shares
together with the execution and delivery by the Optionee of the
Security Agreement attached hereto as Exhibit B. The Note shall bear
interest at the "applicable federal rate" prescribed under the Code
and its regulations at time of purchase, and shall be secured by a
pledge of the Shares purchased by the Note pursuant to the Security
Agreement.

4. NON-TRANSFERABILITY OF OPTION.

This Option may not be transferred in any manner otherwise than by will or by
the laws of descent or distribution and may be exercised during the lifetime of
Optionee only by the Optionee. The terms of the Plan and this Option Agreement
shall be binding upon the executors, administrators, heirs, successors and
assigns of the Optionee.

5. TERM OF OPTION.

This Option may be exercised only within the term set out in the Notice of
Grant, and may be exercised during such term only in accordance with the Plan
and the terms of this Option Agreement.

6. TAX CONSEQUENCES.

Some of the federal tax consequences relating to this Option, as of the date of
this Option, are set forth below. THIS SUMMARY IS NECESSARILY INCOMPLETE, AND
THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT
A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE SHARES.

(a) Exercising the Option.

(i) Non-statutory Stock Option. The Optionee may incur regular federal
income tax liability upon exercise of a NSO. The Optionee will be
treated as having received compensation income (taxable at ordinary
income tax rates) equal to the excess, if any, of the Fair Market
Value of the Exercised Shares on the date of exercise over their
aggregate Exercise Price. If the Optionee is an Employee or a former
Employee, the Company will be required to withhold from his or her
compensation or collect from Optionee and pay to the applicable taxing
authorities an amount in cash equal to a percentage of this
compensation income at the time of exercise, and may refuse to honor
the exercise and refuse to deliver Shares if such withholding amounts
are not delivered at the time of exercise.

(ii) Incentive Stock Option. If this Option qualifies as an ISO, the
Optionee will have no regular federal income tax liability upon its
exercise, although the excess, if any, of the Fair Market Value of the
Exercised Shares on the date of exercise over their aggregate Exercise
Price will be treated as an adjustment to alternative minimum taxable
income for federal tax purposes and may subject the Optionee to
alternative minimum tax in the year of exercise. In the event that the

-3-

Optionee ceases to be an Employee but remains a Service Provider, any
Incentive Stock Option of the Optionee that remains unexercised shall
cease to qualify as an Incentive Stock Option and will be treated for
tax purposes as a Non-statutory Stock Option on the date three (3)
months and one (1) day following such change of status.

(b) Disposition of Shares.

(i) NSO. If the Optionee holds NSO Shares for at least one year, any gain
realized on disposition of the Shares will be treated as long-term
capital gain for federal income tax purposes.

(ii) ISO. If the Optionee holds ISO Shares for at least one year after
exercise and two years after the grant date, any gain realized on
disposition of the Shares will be treated as long-term capital gain
for federal income tax purposes. If the Optionee disposes of ISO
Shares within one year after exercise or two years after the grant
date, any gain realized on such disposition will be treated as
compensation income (taxable at ordinary income rates) to the extent
of the excess, if any, of the lesser of:

(A) the difference between the Fair Market Value of the Shares
acquired on the date of exercise and the aggregate Exercise
Price, or

(B) the difference between the sale price of such Shares and the
aggregate Exercise Price. Any additional gain will be taxed as
capital gain, short-term or long-term depending on the period
that the ISO Shares were held.

(iii) Notice of Disqualifying Disposition of ISO Shares. If the Optionee
sells or otherwise disposes of any of the Shares acquired pursuant to
an ISO on or before the later of (i) two years after the grant date,
or (ii) one year after the exercise date, the Optionee shall
immediately notify the Company in writing of such disposition. The
Optionee agrees that he or she may be subject to income tax
withholding by the Company on the compensation income recognized from
such early disposition of ISO Shares by payment in cash or out of the
current earnings paid to the Optionee.

7. ENTIRE AGREEMENT, GOVERNING LAW.

The Plan is incorporated herein by reference. The Plan and this Option Agreement
constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Optionee with respect to the subject matter
hereof, and may not be modified adversely to the Optionee's interest except by
means of a writing signed by the Company and Optionee. This agreement is
governed by the internal substantive laws, but not the choice of law rules, of
Colorado.

8. NO GUARANTEE OF CONTINUED SERVICE.

OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO THE
VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS A SERVICE PROVIDER AT
THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED
AN OPTION OR PURCHASING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND
AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE
VESTING SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED
PROMISE OF CONTINUED ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD,
FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE
COMPANY'S RIGHT TO TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT
ANY TIME, WITH OR WITHOUT CAUSE.

-4-

By your signature and the signature of the Company's representative below, you
and the Company agree that this Option is granted under and governed by the
terms and conditions of the Plan and this Option Agreement. Optionee has
reviewed the Plan and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Plan and Option Agreement.
Optionee hereby agrees to accept as binding, conclusive and final all decisions
or interpretations of the Administrator upon any questions relating to the Plan
and Option Agreement. Optionee further agrees to notify the Company upon any
change in the residence address indicated below.

OPTIONEE

---------------------------------------
(Signature)

---------------------------------------
(Print Name)

---------------------------------------
(Address)
---------------------------------------

---------------------------------------

LGA, INC.

By: ----------------------------------
(Signature)

---------------------------------------
(Print Name)

---------------------------------------
(Title)

CONSENT OF SPOUSE

The undersigned spouse of Optionee has read and hereby approves the terms and
conditions of the Plan and this Option Agreement. In consideration of the
Company's granting his or her spouse the right to purchase Shares as set forth
in the Plan and this Option Agreement, the undersigned hereby agrees to be
irrevocably bound by the terms and conditions of the Plan and this Option
Agreement and further agrees that any community property interest shall be
similarly bound. The undersigned hereby appoints the undersigned's spouse as
attorney-in-fact for the undersigned with respect to any amendment or exercise
of rights under the Plan or this Option Agreement.

------------------------------------------
(Spouse of Optionee)

-5-

EXHIBIT A

EXERCISE NOTICE

LGA, Inc.
Suite G
3380 North El Paso Street
Colorado Springs, CO 80907
Attention: Secretary

1. Exercise of Option. Effective as of today, ____________________, ________,
the undersigned (the "Purchaser") hereby elects to purchase ________________
shares (the "Shares") of the Common Stock of LGA, Inc. (the "Company") under and
pursuant to the 2005 Equity Incentive Plan (the "Plan") and the Stock Option
Agreement dated ____________________, ________ (the "Option Agreement"). The
purchase price for the Shares shall be $_____________, as required by the Option
Agreement.

2. Delivery of Payment. Purchaser herewith delivers to the Company the full
purchase price for the Shares.

3. Representations of Purchaser. Purchaser acknowledges that Purchaser has
received, read and understood the Plan and the Option Agreement and agrees to
abide by and be bound by their terms and conditions.

4. Rights as Shareholder. Until the issuance (as evidenced by the appropriate
entry on the books of the Company or of a duly authorized transfer agent of the
Company) of the Shares, no right to vote or receive dividends or any other
rights as a shareholder shall exist with respect to the Optioned Stock,
notwithstanding the exercise of the Option. The Shares so acquired shall be
issued to the Optionee as soon as practicable after exercise of the Option. No
adjustment will be made for a dividend or other right for which the record date
is prior to the date of issuance, except as provided in Section 13 of the Plan.

5. Tax Consultation. Purchaser understands that Purchaser may suffer adverse tax
consequences as a result of Purchaser's purchase or disposition of the Shares.
Purchaser represents that Purchaser has consulted with any tax consultants
Purchaser deems advisable in connection with the purchase or disposition of the
Shares and that Purchaser is not relying on the Company for any tax advice.

6. Entire Agreement; Governing Law. The Plan and Option Agreement are
incorporated herein by reference. This Agreement, the Plan and the Option
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of the Company and Purchaser with respect to the subject matter
hereof, and may not be modified adversely to the Purchaser's interest except by
means of a writing signed by the Company and Purchaser. This agreement is
governed by the internal substantive laws, but not the choice of law rules, of
Colorado.

Submitted by: PURCHASER Accepted by: LGA, INC.

--------------------------------------- By: -------------------------------
(Signature) (Signature)

--------------------------------------- ------------------------------------
(Print Name)
(Print Name)

--------------------------------------- ------------------------------------
(Address) (Title)

--------------------------------------- Date Received:
---------------------
---------------------------------------

EXHIBIT B

SECURITY AGREEMENT

This Security Agreement is made as of ____________________, ________ between
LGA, Inc., a Utah corporation (the "Company"), and ____________________________
(the "Pledgor").

RECITALS

Pursuant to Pledgor's election to purchase Shares under the Option Agreement
dated ____________________, __________ (the "Option"), between Pledgor and the
Company under the Company's 2005 Equity Incentive Plan, and Pledgor's election
under the terms of the Option to pay for such shares with his promissory note
(the "Note"), Pledgor has purchased ___________________ shares of the Company's
Common Stock (the "Shares") at a price of $__________________ per share, for a
total purchase price of $__________________________. The Note and the
obligations thereunder are as set forth in Exhibit C to the Option.

NOW, THEREFORE, it is agreed as follows:

1. Creation and Description of Security Interest. In consideration of the
transfer of the Shares to Pledgor under the Option Agreement, Pledgor, pursuant
to the Colorado Commercial Code, hereby pledges all of such Shares (herein
sometimes referred to as the "Collateral") represented by certificate number
____________, duly endorsed in blank or with executed stock powers, and herewith
delivers said certificate to the Secretary of the Company (the "Pledgeholder"),
who shall hold said certificate subject to the terms and conditions of this
Security Agreement.

The pledged stock (together with an executed blank stock assignment for use in
transferring all or a portion of the Shares to the Company if, as and when
required pursuant to this Security Agreement) shall be held by the Pledgeholder
as security for the repayment of the Note, and any extensions or renewals
thereof, to be executed by Pledgor pursuant to the terms of the Option, and the
Pledgeholder shall not encumber or dispose of such Shares except in accordance
with the provisions of this Security Agreement.

2. Pledgor's Representations and Covenants. To induce the Company to enter into
this Security Agreement, Pledgor represents and covenants to the Company, its
successors and assigns, as follows:

(a) Pledgor will pay the principal sum of the Note secured hereby, together with
interest thereon, at the time and in the manner provided in the Note.

(b) The Shares are free of all other encumbrances, defenses and liens, and
Pledgor will not further encumber the Shares without the prior written consent
of the Company.

(c) In the event that the Company's Common Stock is now or later becomes
margin-listed by the Federal Reserve Board and the Company is classified as a
"lender" within the meaning of the regulations under Part 207 of Title 12 of the
Code of Federal Regulations ("Regulation G"), Pledgor agrees to cooperate with
the Company in making any amendments to the Note or providing any additional
collateral as may be necessary to comply with such regulations.

3. Voting Rights. During the term of this pledge and so long as all payments of
principal and interest are made as they become due under the terms of the Note,
Pledgor shall have the right to vote all of the Shares pledged hereunder.

B-1

4. Stock Adjustments. In the event that during the term of the pledge any stock
dividend, reclassification, readjustment or other changes are declared or made
in the capital structure of the Company, all new, substituted and additional
shares or other securities issued by reason of any such change shall be
delivered to and held by the Company under the terms of this Security Agreement
in the same manner as the Shares originally pledged hereunder. In the event of
substitution of such securities, Pledgor, the Company and Pledgeholder shall
cooperate and execute such documents as are reasonable so as to provide for the
substitution of such Collateral and, upon such substitution, references to
"Shares" in this Security Agreement shall include the substituted shares of
capital stock of Pledgor as a result thereof.

5. Options and Rights. In the event that, during the term of this pledge,
subscription Options or other rights or options shall be issued in connection
with the pledged Shares, such rights, Options and other rights or options shall
be the property of Pledgor and, if exercised by Pledgor, all new stock or other
securities so acquired by Pledgor as it relates to the pledged Shares then held
by Pledgeholder shall be immediately delivered to Pledgeholder, to be held under
the terms of this Security Agreement in the same manner as the Shares pledged.

6. Default. Pledgor shall be deemed to be in default of the Note and of this
Security Agreement in the event:

(a) Payment of principal or interest on the Note shall be delinquent for a
period of 10 days or more; or

(b) Pledgor fails to perform any of the covenants set forth in the Option or
contained in this Security Agreement for a period of 10 days after written
notice thereof from the Company.

(c) In the case of an event of Default, as set forth above, the Company shall
have the right to accelerate payment of the Note upon notice to Pledgor, and the
Company shall thereafter be entitled to pursue its remedies under the Colorado
Commercial Code.

7. Release of Collateral. Subject to any applicable contrary rules under
Regulation G, there shall be released from this pledge a portion of the pledged
Shares held by Pledgeholder hereunder upon payments of the principal of the
Note. The number of the pledged Shares which shall be released shall be that
number of full Shares which bears the same proportion to the initial number of
Shares pledged hereunder as the payment of principal bears to the initial full
principal amount of the Note.

8. Withdrawal or Substitution of Collateral. Pledgor shall not sell, withdraw,
pledge, substitute or otherwise dispose of all or any part of the Collateral
without the prior written consent of the Company.

9. Term. The within pledge of Shares shall continue until the payment of all
indebtedness secured hereby, at which time the remaining pledged stock shall be
promptly delivered to Pledgor, subject to the provisions for prior release of a
portion of the Collateral as provided in paragraph 7 above.

10. Insolvency. Pledgor agrees that if a bankruptcy or insolvency proceeding is
instituted by or against it, or if a receiver is appointed for the property of
Pledgor, or if Pledgor makes an assignment for the benefit of creditors, the
entire amount unpaid on the Note shall become immediately due and payable, and
the Company may proceed as provided in the case of default.

11. Pledgeholder Liability. In the absence of willful or gross negligence,
Pledgeholder shall not be liable to any party for any of his acts, or omissions
to act, as Pledgeholder.

B-2

12. Invalidity of Particular Provisions. Pledgor and the Company agree that the
enforceability or invalidity of any provision or provisions of this Security
Agreement shall not render any other provision or provisions herein contained
unenforceable or invalid.

13. Successors or Assigns. Pledgor and the Company agree that all of the terms
of this Security Agreement shall be binding on their respective successors and
assigns, and that the term "Pledgor" and the term "Company" as used herein shall
be deemed to include, for all purposes, the respective designees, successors,
assigns, heirs, executors and administrators.

14. Governing Law. This Security Agreement shall be interpreted and governed
under the internal substantive laws, but not the choice of law rules, of
Colorado.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.

PLEDGOR PLEDGEHOLDER

--------------------------------------- ------------------------------------
(Signature) Secretary of LGA, Inc.

---------------------------------------
(Print Name)

---------------------------------------
(Address)
---------------------------------------

---------------------------------------

LGA, INC.

By:
-----------------------------------
(Signature)

---------------------------------------
(Print Name)

---------------------------------------
(Title)

B-3

EXHIBIT C

NOTE

$
-------------------------

---------------------------------------
(City, State)

FOR VALUE RECEIVED, __________________________________ promises to pay to LGA,
Inc., a Utah corporation (the "Company"), or order, the principal sum of
____________________________________________________ ($_________________),
together with interest on the unpaid principal hereof from the date hereof at
the rate of _______________________ percent (______%) per annum, compounded
semiannually.

Principal and interest shall be due and payable on _________________, _________.

Payment of principal and interest shall be made in lawful money of the United
States of America.

The undersigned may at any time prepay all or any portion of the principal or
interest owing hereunder.

This Note is subject to the terms of the Option, dated as of ________________,
__________. This Note is secured in part by a pledge of the Company's Common
Stock under the terms of a Security Agreement of even date herewith and is
subject to all the provisions thereof.

The holder of this Note shall have full recourse against the undersigned, and
shall not be required to proceed against the collateral securing this Note in
the event of default.

In the event the undersigned shall cease to be an employee, director or
consultant of the Company for any reason, this Note shall, at the option of the
Company, be accelerated, and the whole unpaid balance on this Note of principal
and accrued interest shall be immediately due and payable.

Should any action be instituted for the collection of this Note, the reasonable
costs and attorneys' fees therein of the holder shall be paid by the
undersigned.

------------------------------------------
(Signature)

------------------------------------------
(Print Name)

------------------------------------------
(Address)
------------------------------------------

------------------------------------------

C-1

LGA, INC.

2005 EQUITY INCENTIVE PLAN

NOTICE OF GRANT OF STOCK PURCHASE RIGHT

Unless otherwise defined herein, the terms defined in the Plan shall have the
same defined meanings in this Notice of Grant.

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
(Grantee's Name and Address)

You have been granted the right to purchase Common Stock of the Company, subject
to the Company's Repurchase Option and your ongoing status as a Service Provider
(as described in the Plan and the attached Restricted Stock Purchase Agreement),
as follows:

Grant Number:
------------------------------------------------------------------

Date of Grant:
------------------------------------------------------------------

Price Per Share $
---------------------------------------------------------------

Total Number of Shares Subject to This Stock Purchase Right:
--------------------

Expiration Date:
----------------------------------------------------------------

YOU MUST EXERCISE THIS STOCK PURCHASE RIGHT BEFORE THE EXPIRATION DATE OR IT
WILL TERMINATE AND YOU WILL HAVE NO FURTHER RIGHT TO PURCHASE THE SHARES.

By your signature and the signature of the Company's representative below, you
and the Company agree that this Stock Purchase Right is granted under and
governed by the terms and conditions of the 2005 Equity Incentive Plan and the
Restricted Stock Purchase Agreement, attached hereto as Exhibit A-1, both of
which are made a part of this document. You further agree to execute the
attached Restricted Stock Purchase Agreement as a condition to purchasing any
shares under this Stock Purchase Right.

GRANTEE: LGA, INC.

By:
------------------------------------

----------------------------------- ------------------------------------

------------------------------------
(Print Name)

------------------------------------
(Title)

EXHIBIT A-1

LGA, INC.

2005 EQUITY INCENTIVE PLAN

RESTRICTED STOCK PURCHASE AGREEMENT

Unless otherwise defined herein, the terms defined in the Plan shall have the
same defined meanings in this Restricted Stock Purchase Agreement.

WHEREAS the Purchaser named in the Notice of Grant, (the "Purchaser") is a
Service Provider, and the Purchaser's continued participation is considered by
the Company to be important for the Company's continued growth; and

WHEREAS in order to give the Purchaser an opportunity to acquire an equity
interest in the Company as an incentive for the Purchaser to participate in the
affairs of the Company, the Administrator has granted to the Purchaser a Stock
Purchase Right subject to the terms and conditions of the Plan and the Notice of
Grant, which are incorporated herein by reference, and pursuant to this
Restricted Stock Purchase Agreement (the "Agreement").

NOW THEREFORE, the parties agree as follows:

1. Sale of Stock. The Company hereby agrees to sell to the Purchaser and the
Purchaser hereby agrees to purchase shares of the Company's Common Stock (the
"Shares"), at the per Share purchase price and as otherwise described in the
Notice of Grant.

2. Payment of Purchase Price. The purchase price for the Shares may be paid by
delivery to the Company at the time of execution of this Agreement of cash, a
check, or some combination thereof.

3. Repurchase Option.

(a) In the event the Purchaser ceases to be a Service Provider for any or no
reason (including death or disability) before all of the Shares are released
from the Company's Repurchase Option (see Section 4), the Company shall, upon
the date of such termination (as reasonably fixed and determined by the Company)
have an irrevocable, exclusive option (the "Repurchase Option") for a period of
sixty (60) days from such date to repurchase up to that number of shares which
constitute the Unreleased Shares (as defined in Section 4) at the original
purchase price per share (the "Repurchase Price"). The Repurchase Option shall
be exercised by the Company by delivering written notice to the Purchaser or the
Purchaser's executor (with a copy to the Escrow Holder) and, at the Company's
option, (i) by delivering to the Purchaser or the Purchaser's executor a check
in the amount of the aggregate Repurchase Price, or (ii) by canceling an amount
of the Purchaser's indebtedness to the Company equal to the aggregate Repurchase
Price, or (iii) by a combination of (i) and (ii) so that the combined payment
and cancellation of indebtedness equals the aggregate Repurchase Price. Upon
delivery of such notice and the payment of the aggregate Repurchase Price, the
Company shall become the legal and beneficial owner of the Shares being
repurchased and all rights and interests therein or relating thereto, and the
Company shall have the right to retain and transfer to its own name the number
of Shares being repurchased by the Company.

(b) Whenever the Company shall have the right to repurchase Shares hereunder,
the Company may designate and assign one or more employees, officers, directors
or shareholders of the Company or other persons or organizations to exercise all

A-1 (1)

or a part of the Company's purchase rights under this Agreement and purchase all
or a part of such Shares. If the Fair Market Value of the Shares to be
repurchased on the date of such designation or assignment (the "Repurchase FMV")
exceeds the aggregate Repurchase Price of such Shares, then each such designee
or assignee shall pay the Company cash equal to the difference between the
Repurchase FMV and the aggregate Repurchase Price of such Shares.

4. Release of Shares From Repurchase Option.

(a) __________________*** percent (_______***%) of the Shares shall be released
from the Company's Repurchase Option ____________***(year or months) after the
Date of Grant and _______________***percent (_____***%) of the Shares at the end
of each month thereafter; provided that the Purchaser does not cease to be a
Service Provider prior to the date of any such release.

(b) Any of the Shares that have not yet been released from the Repurchase Option
are referred to herein as "Unreleased Shares."

(c) The Shares that have been released from the Repurchase Option shall be
delivered to the Purchaser at the Purchaser's request (see Section 6).

5. Restriction on Transfer. Except for the escrow described in Section 6 or the
transfer of the Shares to the Company or its assignees contemplated by this
Agreement, none of the Shares or any beneficial interest therein shall be
transferred, encumbered or otherwise disposed of in any way until such Shares
are released from the Company's Repurchase Option in accordance with the
provisions of this Agreement, other than by will or the laws of descent and
distribution.

6. Escrow of Shares.

(a) To ensure the availability for delivery of the Purchaser's Unreleased Shares
upon repurchase by the Company pursuant to the Repurchase Option, the Purchaser
shall, upon execution of this Agreement, deliver and deposit with an escrow
holder designated by the Company (the "Escrow Holder") the share certificates
representing the Unreleased Shares, together with the stock assignment duly
endorsed in blank, attached hereto as Exhibit A-2. The Unreleased Shares and
stock assignment shall be held by the Escrow Holder, pursuant to the Joint
Escrow Instructions of the Company and Purchaser attached hereto as Exhibit A-3,
until such time as the Company's Repurchase Option expires. As a further
condition to the Company's obligations under this Agreement, the Company may
require the spouse of Purchaser, if any, to execute and deliver to the Company
the Consent of Spouse attached hereto as Exhibit A-4.

(b) The Escrow Holder shall not be liable for any act it may do or omit to do
with respect to holding the Unreleased Shares in escrow while acting in good
faith and in the exercise of its judgment.

(c) If the Company or any assignee exercises the Repurchase Option hereunder,
the Escrow Holder, upon receipt of written notice of such exercise from the
proposed transferee, shall take all steps necessary to accomplish such transfer.

(d) When the Repurchase Option has been exercised or expires unexercised or a
portion of the Shares has been released from the Repurchase Option, upon request
the Escrow Holder shall promptly cause a new certificate to be issued for the
released Shares and shall deliver the certificate to the Company or the
Purchaser, as the case may be.

(e) Subject to the terms hereof, the Purchaser shall have all the rights of a
shareholder with respect to the Shares while they are held in escrow, including
without limitation, the right to vote the Shares and to receive any cash
dividends declared thereon. If, from time to time during the term of the

A-1 (2)

Repurchase Option, there is (i) any stock dividend, stock split or other change
in the Shares, or (ii) any merger or sale of all or substantially all of the
assets or other acquisition of the Company, any and all new, substituted or
additional securities to which the Purchaser is entitled by reason of the
Purchaser's ownership of the Shares shall be immediately subject to this escrow,
deposited with the Escrow Holder and included thereafter as "Shares" for
purposes of this Agreement and the Repurchase Option.

7. Legends. The share certificate evidencing the Shares, if any, issued
hereunder shall be endorsed with the following legend (in addition to any legend
required under applicable state securities laws):

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS
UPON TRANSFER AND RIGHTS OF REPURCHASE AS SET FORTH IN AN AGREEMENT BETWEEN THE
COMPANY AND THE SHAREHOLDER, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF
THE COMPANY.

8. Adjustment for Stock Split. All references to the number of Shares and the
purchase price of the Shares in this Agreement shall be appropriately adjusted
to reflect any stock split, stock dividend or other change in the Shares that
may be made by the Company after the date of this Agreement.

9. Tax Consequences. The Purchaser has reviewed with the Purchaser's own tax
advisors the federal, state, local and foreign tax consequences of this
investment and the transactions contemplated by this Agreement. The Purchaser is
relying solely on such advisors and not on any statements or representations of
the Company or any of its agents. The Purchaser understands that the Purchaser
(and not the Company) shall be responsible for the Purchaser's own tax liability
that may arise as a result of the transactions contemplated by this Agreement.
The Purchaser understands that Section 83 of the Internal Revenue Code of 1986,
as amended (the "Code"), taxes as ordinary income the difference between the
purchase price for the Shares and the Fair Market Value of the Shares as of the
date any restrictions on the Shares lapse. In this context, "restriction"
includes the right of the Company to buy back the Shares pursuant to the
Repurchase Option. The Purchaser understands that the Purchaser may elect to be
taxed at the time the Shares are purchased rather than when and as the
Repurchase Option expires by filing an election under Section 83(b) of the Code
with the IRS within 30 days from the date of purchase. The form for making this
election is attached as Exhibit A-5 hereto.

THE PURCHASER ACKNOWLEDGES THAT IT IS THE PURCHASER'S SOLE RESPONSIBILITY AND
NOT THE COMPANY'S TO FILE TIMELY THE ELECTION UNDER SECTION 83(b), EVEN IF THE
PURCHASER REQUESTS THE COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON THE
PURCHASER'S BEHALF.

10. General Provisions.

(a) This Agreement shall be governed by the internal substantive laws, but not
the choice of law rules of Colorado. This Agreement, subject to the terms and
conditions of the Plan and the Notice of Grant, represents the entire agreement
between the parties with respect to the purchase of the Shares by the Purchaser.
Subject to Section 15(c) of the Plan, in the event of a conflict between the
terms and conditions of the Plan and the terms and conditions of this Agreement,
the terms and conditions of the Plan shall prevail. Unless otherwise defined
herein, the terms defined in the Plan shall have the same defined meanings in
this Agreement.

A-1 (3)

(b) Any notice, demand or request required or permitted to be given by either
the Company or the Purchaser pursuant to the terms of this Agreement shall be in
writing and shall be deemed given when delivered personally or deposited in the
United States mail, First Class with postage prepaid, and addressed to the
parties at the addresses of the parties set forth at the end of this Agreement
or such other address as a party may request by notifying the other in writing.
Any notice to the Escrow Holder shall be sent to the Company's address with a
copy to the other party hereto.

(c) The rights of the Company under this Agreement shall be transferable to any
one or more persons or entities, and all covenants and agreements hereunder
shall inure to the benefit of, and be enforceable by the Company's successors
and assigns. The rights and obligations of the Purchaser under this Agreement
may only be assigned with the prior written consent of the Company.

(d) Either party's failure to enforce any provision of this Agreement shall not
in any way be construed as a waiver of any such provision, nor prevent that
party from thereafter enforcing any other provision of this Agreement. The
rights granted both parties hereunder are cumulative and shall not constitute a
waiver of either party's right to assert any other legal remedy available to it.

(e) The Purchaser agrees upon request to execute any further documents or
instruments necessary or desirable to carry out the purposes or intent of this
Agreement.

(f) PURCHASER ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO
SECTION 4 HEREOF IS EARNED ONLY BY CONTINUING SERVICE AS A SERVICE PROVIDER AT
THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED OR PURCHASING
SHARES HEREUNDER). PURCHASER FURTHER ACKNOWLEDGES AND AGREES THAT THIS
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET
FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED
ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT
ALL, AND SHALL NOT INTERFERE WITH PURCHASER'S RIGHT OR THE COMPANY'S RIGHT TO
TERMINATE PURCHASER'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR
WITHOUT CAUSE.

By Purchaser's signature below, Purchaser represents that he or she is familiar
with the terms and provisions of the Plan, and hereby accepts this Agreement
subject to all of the terms and provisions thereof. Purchaser has reviewed the
Plan and this Agreement in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Agreement and fully understands all
provisions of this Agreement. Purchaser agrees to accept as binding, conclusive
and final all decisions or interpretations of the Administrator upon any
questions arising under the Plan or this Agreement. Purchaser further agrees to
notify the Company upon any change in the residence indicated in the Notice of
Grant.

PURCHASER LGA, INC.

------------------------------------

By:
------------------------------------
(Signature)
------------------------------------
(Print Name)

------------------------------------
------------------------------------ (Print Name)
(Address)
------------------------------------
------------------------------------ (Title)

------------------------------------

A-1 (4)

EXHIBIT A-2

ASSIGNMENT SEPARATE FROM CERTIFICATE

FOR VALUE RECEIVED, I, _________________________________________, hereby sell,
assign and transfer unto _________________________________________ (__________)
shares of the Common Stock of LGA, Inc. standing in my name of the books of said
corporation represented by Certificate No. __________ herewith and do hereby
irrevocably constitute and appoint _____________________ to transfer the said
stock on the books of the within named corporation with full power of
substitution in the premises.

This Stock Assignment may be used only in accordance with the Restricted Stock
Purchase Agreement (the "Agreement") between ___________________________________
and the undersigned dated ________________________, ________.

Dated: ___________________________________

___________________________________________
(Signature)

INSTRUCTIONS: PLEASE DO NOT FILL IN ANY BLANKS OTHER THAN THE SIGNATURE LINE.
THE PURPOSE OF THIS ASSIGNMENT IS TO ENABLE THE COMPANY TO EXERCISE THE
REPURCHASE OPTION, AS SET FORTH IN THE AGREEMENT, WITHOUT REQUIRING ADDITIONAL
SIGNATURES ON THE PART OF THE PURCHASER.

A-2 (1)

EXHIBIT A-3

JOINT ESCROW INSTRUCTIONS

Dated: ____________________

Corporate Secretary
LGA, Inc.
Suite G
3380 North El Paso Street
Colorado Springs, CO 80907

Dear Sir or Madam:

As Escrow Agent for both LGA, Inc., a Utah corporation (the "Company"), and the
undersigned purchaser of stock of the Company (the "Purchaser"), you are hereby
authorized and directed to hold the documents delivered to you pursuant to the
terms of that certain Restricted Stock Purchase Agreement (the "Agreement")
between the Company and the undersigned, in accordance with the following
instructions:

1. In the event the Company and/or any assignee of the Company (referred to
collectively as the "Company") exercises the Company's Repurchase Option set
forth in the Agreement, the Company shall give to Purchaser and you a written
notice specifying the number of shares of stock to be purchased, the purchase
price, and the time for a closing hereunder at the principal office of the
Company. Purchaser and the Company hereby irrevocably authorize and direct you
to close the transaction contemplated by such notice in accordance with the
terms of said notice.

2. At the closing, you are directed (a) to date the stock assignments necessary
for the transfer in question, (b) to fill in the number of shares being
transferred, and (c) to deliver same, together with the certificate evidencing
the shares of stock to be transferred, to the Company or its assignee, against
the simultaneous delivery to you of the purchase price (by cash, a check, or
some combination thereof) for the number of shares of stock being purchased
pursuant to the exercise of the Company's Repurchase Option.

3. Purchaser irrevocably authorizes the Company to deposit with you any
certificates evidencing shares of stock to be held by you hereunder and any
additions and substitutions to said shares as defined in the Agreement.
Purchaser does hereby irrevocably constitute and appoint you as Purchaser's
attorney-in-fact and agent for the term of this escrow to execute with respect
to such securities all documents necessary or appropriate to make such
securities negotiable and to complete any transaction herein contemplated,
including but not limited to the filing with any applicable state blue sky
authority of any required applications for consent to, or notice of transfer of,
the securities. Subject to the provisions of this paragraph 3, Purchaser shall
exercise all rights and privileges of a shareholder of the Company while you
hold the stock.

4. Upon written request of the Purchaser, but no more than once per calendar
year, unless the Company's Repurchase Option has been exercised, you shall
deliver to Purchaser a certificate or certificates representing so many shares
of stock as are not then subject to the Company's Repurchase Option. Within 90
days after Purchaser ceases to be a Service Provider, you shall deliver to
Purchaser a certificate or certificates representing the aggregate number of
shares held or issued pursuant to the Agreement and not purchased by the Company
or its assignees pursuant to exercise of the Company's Repurchase Option.

A-3 (1)

5. If at the time of termination of this escrow you should have in your
possession any documents, securities, or other property belonging to Purchaser,
you shall deliver all of the same to Purchaser and shall be discharged of all
further obligations hereunder.

6. Your duties hereunder may only be altered, amended, modified or revoked by an
agreement in writing signed by all of the parties hereto.

7. You shall be obligated only for the performance of such duties as are
specifically set forth herein and may rely and shall be protected in relying or
refraining from acting on any instrument reasonably believed by you to be
genuine and to have been signed or presented by the proper party or parties. You
shall not be personally liable for any act you may do or omit to do hereunder as
Escrow Agent or as attorney-in-fact for Purchaser while acting in good faith,
and any act done or omitted by you pursuant to the advice of your own attorneys
shall be conclusive evidence of such good faith.

8. You are hereby expressly authorized to disregard any and all warnings given
by any of the parties hereto or by any other person or corporation, excepting
only orders or process of courts of law, and are hereby expressly authorized to
comply with and obey orders, judgments or decrees of any court. In case you obey
or comply with any such order, judgment or decree, you shall not be liable to
any of the parties hereto or to any other person, firm or corporation by reason
of such compliance, notwithstanding any such order, judgment or decree being
subsequently reversed, modified, annulled, set aside, vacated or found to have
been entered without jurisdiction.

9. You shall not be liable in any respect on account of the identity,
authorities or rights of the parties executing or delivering or purporting to
execute or deliver the Agreement or any documents or papers deposited or called
for hereunder.

10. You shall not be liable for the outlawing of any rights under the statute of
limitations with respect to these Joint Escrow Instructions or any documents
deposited with you.

11. You shall be entitled to employ such legal counsel and other experts as you
may deem necessary properly to advise you in connection with your obligations
hereunder, may rely upon the advice of such counsel, and may pay such counsel
reasonable compensation therefor.

12. Your responsibilities as Escrow Agent hereunder shall terminate if you shall
cease to be an officer or agent of the Company or if you shall resign by written
notice to each party. In the event of any such termination, the Company shall
appoint a successor Escrow Agent.

13. If you reasonably require other or further instruments in connection with
these Joint Escrow Instructions or obligations in respect hereto, the necessary
parties hereto shall join in furnishing such instruments.

14. It is understood and agreed that should any dispute arise with respect to
the delivery and/or ownership or right of possession of the securities held by
you hereunder, you are authorized and directed to retain in your possession
without liability to anyone all or any part of said securities until such
disputes shall have been settled either by mutual written agreement of the
parties concerned or by a final order, decree or judgment of a court of
competent jurisdiction after the time for appeal has expired and no appeal has
been perfected, but you shall be under no duty whatsoever to institute or defend
any such proceedings.

15. Any notice required or permitted hereunder shall be given in writing and
shall be deemed effectively given upon personal delivery or upon deposit in the

A-3 (2)

United States Post Office, by registered or certified mail with postage and fees
prepaid, addressed to each of the other parties thereunto entitled at the
following addresses or at such other addresses as a party may designate by ten
days' advance written notice to each of the other parties hereto.

COMPANY: ESCROW AGENT:
LGA, Inc. Corporate Secretary
Suite G LGA, Inc.
3380 North El Paso Street Suite G
Colorado Springs, CO 80907 3380 North El Paso Street

PURCHASER:
---------------------------------------------
(name)
---------------------------------------------

---------------------------------------------
(address)

16. By signing these Joint Escrow Instructions, you become a party hereto only
for the purpose of said Joint Escrow Instructions; you do not become a party to
the Agreement.

17. This instrument shall be binding upon and inure to the benefit of the
parties hereto, and their respective successors and permitted assigns.

18. These Joint Escrow Instructions shall be governed by, and construed and
enforced in accordance with, the internal substantive laws, but not the choice
of law rules, of Colorado.

Very truly yours,

LGA, INC.
PURCHASER
By:
--------------------------------------- ---------------------------------
(Signature) (Signature)

--------------------------------------- -------------------------------------
(Print Name) (Print Name)

--------------------------------------- -------------------------------------
(Address) (Title)
---------------------------------------
ESCROW AGENT:
---------------------------------------
-------------------------------------

-------------------------------------
(Print Name)
Corporate Secretary

A-3 (3)

EXHIBIT A-4

CONSENT OF SPOUSE

I, _________________________________, spouse of _______________________________,
have read and approve the foregoing Restricted Stock Purchase Agreement (the
"Agreement"). In consideration of the Company's grant to my spouse of the right
to purchase shares of LGA, Inc., as set forth in the Agreement, I hereby appoint
my spouse as my attorney-in-fact in respect to the exercise of any rights under
the Agreement and agree to be bound by the provisions of the Agreement insofar
as I may have any rights in said Agreement or any shares issued pursuant thereto
under the community property laws or similar laws relating to marital property
in effect in the state of our residence as of the date of the signing of the
foregoing Agreement.

Dated:
-----------------------------------

------------------------------------------
(Signature of Spouse)

EXHIBIT A-5

ELECTION UNDER SECTION 83(b)

OF THE INTERNAL REVENUE CODE OF 1986

The undersigned taxpayer hereby elects, pursuant to Section 83(b) of the
Internal Revenue Code of 1986, as amended, to include in taxpayer's gross income
for the current taxable year the amount of any compensation taxable to taxpayer
in connection with his or her receipt of the property described below:

1. The name, address, taxpayer identification number and taxable year of the
undersigned are as follows:

Taxpayer: Spouse:
------------------------------- -----------------------------

Address:
------------------------------------------------------------------------

--------------------------------------------------------------------------------

Taxable Year: _________ Tax Id No.: Taxpayer __________________ Spouse: ____

2. The property with respect to which the election is made is described as
follows: _________________ shares (the "Shares") of the Common Stock of LGA,
Inc. (the "Company").

3. The property was transferred on (date): ___________________, ________.

4. The property is subject to the following restrictions:

(a) The Shares may be repurchased by the Company, or its assignee, upon certain
events. This right lapses with regard to a portion of the Shares based on the
continued performance of services by the taxpayer over time.

5. The fair market value at the time of transfer, determined without regard to
any restriction other than a restriction which by its terms will never lapse, of
such property is: $_________________________.

6. The amount (if any) paid for such property is: $_________________________.

The undersigned has submitted a copy of this statement to the person for whom
the services were performed in connection with the undersigned's receipt of the
above-described property. The transferee of such property is the person
performing the services in connection with the transfer of said property.

The undersigned understands that the foregoing election may not be revoked
except with the consent of the Commissioner.

A-5 (1)

Dated: The undersigned spouse of taxpayer joins
------------------------------ in this election

Dated:
------------------------------------ ---------------------------------
Taxpayer

---------------------------------------
(Spouse of Taxpayer)

A-5 (2)

Supplemental Information:

With respect to its 2005 Stock Option Plan, the company may register the shares
underlying the options in the future, but has not made a determination as to
when such registration will take place.

TENET INFORMATION SYSTEMS, INC.

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS -

ANNUAL MEETING OF SHAREHOLDERS MAY 27, 2005

The undersigned, revoking all prior proxies, hereby appoint(s) Marty L. Williams
and Sara Williams, or either of them, with full power of substitution, as
proxies to represent and vote, as designated below, all share of Common Stock of
Tenet Information Services, Inc., held of record by the undersigned at the close
of business on March 31, 2005, at the Annual Meeting of Shareholders to be held
on May 27, 2005, and at any adjournment thereof.

This proxy when properly executed will be voted in the manner directed below by
the undersigned. If no contrary direction is made, this proxy will be voted
"FOR" all of the proposals set forth below, including all the nominees listed in
Item 1 (or, if any such nominees should be unable to accept such nomination, for
such other substitute person or persons as may be recommended by the Board of
Directors), and in accordance with the proxies` best judgment upon other matters
properly coming before the Annual Meeting and any adjournments thereof.

Please date and sign exactly as your name appears below. In the case of joint
holders, each should sign. If the signor is a corporation or partnership, sign
in full the corporate or partnership name by an authorized officer or partner.
When signing as attorney, executor, trustee, officer, partner, etc., give full
title.

Dated: _____________, 2005

Signature
----------------------------------------------------------------------

PLEASE DATE, SIGN (EXACTLY AS THE SHARES ARE HELD) AND RETURN THIS PROXY
PROMPTLY IN THE ENCLOSED ENVELOPE. IF YOU SIGN THIS PROXY WITHOUT OTHERWISE
MARKING THE FORM, THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF
DIRECTORS ON ALL MATTERS TO BE CONSIDERED AT THE ANNUAL MEETING.

1. The election of Marty L. Williams, Sara Williams and Eric Nickerson as
Directors.

____ FOR ALL NOMINEES ___ WITHHOLD AUTHORITY

(If you wish to withhold authority to vote for one or more, but less than all of
the nominees named above, so indicate on the line provided below.)

--------------------------------------------------------------------------------

2. The proposal to change the Company's name from Tenet Information System, Inc.
to LGA, Inc.

___ FOR ___ AGAINST ___ ABSTAIN

3. The proposal to approve and adopt the 2005 Equity Incentive Plan.

___ FOR ___ AGAINST ___ ABSTAIN

4. Ratification of the appointment of Cordovano and Honeck, Inc., Certified
Public Accountants as the independent auditors of the Company for fiscal year
ending June 30, 2005.

___ FOR ___ AGAINST ___ ABSTAIN

In their discretion, the proxies are authorized to vote upon such other business
as may properly come before the Annual Meeting and any adjournment thereof.

___ WITHHOLD AUTHORITY