If the second company offers a position just tell her that you would like a little time to consider it. Stay as vague as you can and let them make their own conclusions. It may even draw out some more money on the table.
You can always start your own business on the side as long as it does not compete with your employer or their clients.IMO At least that is my opinion of the ethics of the situation. Be sure to check with your employer first as this could also be grounds for termination. [:'(]
Sounding good so far though.[