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<br>
<p>MEMORANDUM OF UNDERSTANDING</p>
<br>
<p>This Memorandum of Understanding is executed as of the 24th day of October, 2005, between
Tabatha IV, Inc., a Colorado corporation (“Tabatha”), and Humanity Capital, Inc., a Texas
corporation (“HMI”).</p>
<br>
<p>Tabatha and HMI have reached an understanding with respect to the acquisition of HMI by
Tabatha, as well as for the continuation of HMI’s personnel management business.</p>
<br>
<p>The formal written acquisition agreement that is to memorialize our basic agreement (the
“Reorganization Agreement”) will contain the following provisions, among others:</p>
<br>
<p>1.  Pursuant to the Reorganization Agreement, Tabatha would acquire HMI in a tax-free
reorganization of the type described in §368(a)(1)(B) of the Internal Revenue Code of 1986, as
amended.</p>
<br>
<p>2.  In addition to the basic, mechanical terms of the Reorganization Agreement, this document is
intended to provide a road map for the future activities of Tabatha and HMI as a combined
business enterprise.  The proposal from Tabatha is that the following salient points be addressed
in the Reorganization Agreement:</p>
<br>
<p>A. Continuation of Business Development.  The Reorganization Agreement will include a
provision that requires HMI to pursue, in good faith, the development of its personnel
management business.</p>
<br>
<p>B. Board of Directors.  Following the effectiveness of the Reorganization Agreement, the current
board of directors of HMI would remain as directors of HMI.</p>
<br>
<p>C. Management of HMI.  Following the effectiveness of the Reorganization Agreement, the
current officers of HMI would remain in the same offices, subject to direct supervision by the
president of Tabatha.</p>
<br>
<p>D. Representations and Warranties.  The Reorganization Agreement would contain standard
representations and warranties by both Tabatha and HMI with respect to each company and their
respective businesses and financial conditions.</p>
<br>
<p>E.  Consideration.  The Reorganization Agreement would contain provisions setting forth the
terms of the Tabatha/HMI stock exchange.  Tabatha would issue shares of its common stock (the
“Reorganization Stock”) to the shareholders of HMI in proportion to the shares of HMI held by
them.</p>
<br>
<p>F. The Reorganization Stock.  The Reorganization Stock is to be issued pursuant to exemptions
from the registration requirements of the Securities Act of 1933, as amended, and will, therefore,
be subject to restrictions on future transfer.  Future sales may be sold only pursuant to a
registration statement or in a transaction exempt from such registration.  Generally, the stock will
be free to sell under the strictures of Rule 144 of the Rules of the SEC; a one-year holding period
should be expected.</p>
<br>
<p>3. The Reorganization Agreement will require HMI to deliver audited financial statements, so as
to permit Tabatha to comply with the requirements of Regulation S-X of the SEC.</p>
<br>
<p>4. We each contemplate that we will each engage in due diligence investigations prior to our
signing the Reorganization Agreement.</p>
<br>
<p>5. This Memorandum of Understanding is an expression of our mutual intent and is not a binding
contract.  We each contemplate that the proposed transaction described herein will be concluded
pursuant to the terms and provisions of a definitive agreement which will be prepared by counsel
and signed by each of us.</p>
<br>
<p>6. The consummation of this contemplated transaction is also subject to receipt of any necessary
(a) approvals by boards of directors or shareholders, as the case may be, of Tabatha and HMI, (b)
consents of third parties, if any, and (c) governmental approvals, if any.</p>
<br>
<p>7. We contemplate consummating this proposed transaction as soon as practicable and each
agrees to work diligently and in good faith toward a closing of same as soon as practicable.</p>
<br>
<p>8. We will each bear our own costs incurred in consummating the proposed transaction described
herein.</p>
<br>
<p>This Memorandum of Understanding has been executed on the dates set forth below.</p>
<br>
<p>TABATHA IV, INC.</p>
<br>
<p>By: /s/ CHARLIE DICKERSON</p>
<p>Name: Charlie Dickerson</p>
<p>Title: Chief Financial Officer</p>
<p>Date: 11/17/05</p>
<br>
<p>HUMANITY CAPITAL, INC.</p>
<br>
<p>By: /s/ SCOTT B. GANN</p>
<p>Name: Scott B. Gann</p>
<p>Title: Principal</p>
<p>Date: 11/17/05</p>
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