Counteroffer: Accept $200k for 10% of the company, you retain 90%. Use this 200k to build the product. Hire another developer for cash. Maybe 1-5% equity if you

Counteroffer: Accept $200k for 10% of the company, you retain 90%. Use this 200k to build the product. Hire another developer for cash. Maybe 1-5% equity if you have to. The other glorified sales person (providing "inside knowledge and industry contact"... sounds dubious) can work as much as he wants on a pure-commission basis. The CEO is expected to work for the company for free at a minimal level... that's probably all he was planning to do anyway. Any investor putting cash into a young company should be willing to leverage their own expertise and contacts to make that company successful, since that's the only way they will see a return on investment. You don't need another un-named executive at this stage. One additional thought: you talk about an "interest-free investment" that can also be reduced by 40k/yr. That sounds like a loan. There's something odd going on here: why would anyone invest in a company they think is going to be huge, but then also allow you to buy them out for no interest? Something doesn't add up.