ACCREDITATION REQUIRED FOR INVESTORS

The speculative nature of private placements as well as the lack of liquidity of the securities issued, the location of the companies, leads you to invest in the purchase of transferable securities, we offer only to investors who have adequate financial resources and who cannot afford the total loss of your investment.

The standards discussed below represent the minimum standards for potential investors. Meeting these standards by a potential investor does not necessarily mean that the securities are a suitable investment for such potential investor. Potential investors are encouraged to consult their personal financial advisors to determine whether an investment in private placements is appropriate. The issuing company may reject subscriptions, in whole or in part, in its sole discretion.

General

The issuing company may require each investor to represent in writing, among other things, that: (i) because of its business or financial experience, or that of its professional advisor, it has the ability to protect its own interests in as part of the transaction, (ii) he acquires private placement securities for his own account, for investment only and not for the purpose of resale thereof or distribution, and that he is aware of the fact that the private placement securities have not been registered under any law and its transfer may be limited by applicable securities laws, the requirements of an accredited investor, any purchase agreement entered into under the purchase of private placement securities, and the absence of a market for private placement securities, and (iii) it meets the requirements of an accredited investor as defined in the Act D regulations.

Aptitude Requirements

Every investor must embody a qualified investor. The following categories of U.S. investors considered accredited investors :

• A bank as defined in section 3(a)(2) of the Act, or any savings and loan or other institution as defined in section 3(a)(5)(A) of the Act, whether acting as an individual or as a trustee; a broker or dealer registered under section 15 of the Securities and Exchange Act of 1934, an insurance company as defined in sections 2 (13) of the Act, a registered investment company under the Investment Company Act of 1940 or a development company as defined in section 2(a)(48) of that Act, a Small Investment Company licensed by the U.S. Government Small Companies under section 301(c) or (d) of the Small Investment Company Act of 1958;
• A plan established and maintained by a State, its political subdivisions or any agency or instrumentality of a State or its political subdivisions for the benefit of its employees, if such plan has total assets of more than $5,000,000; or an employee benefit plan within the meaning of the Pension and Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in Section 3 (21) of this act, which is either a bank, savings and loan, insurance company, or registered as an investment advisor, or if the employee benefit plan has total assets of more than $5,000,000, or, if a self-directed plan, investment decisions made only by individuals who are accredited investors;
• A private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940;
• A trust, with total assets of more than $5,000,000 is not formed for the specific purpose of acquiring securities offered for purchase by a sophisticated person as described in Section 506(b). ) (2) (ii) of Regulation D;
• An organization described in Section 501(c)(3) of the Internal Revenue Code, Massachusetts corporation or similar business trust, or corporation, is not formed for the specific purpose of acquiring securities offered with total assets of over $5,000,000;
• A director or officer of a Company or general partner of the issuer of the securities offered or sold, or any director, officer or general partner of a general partner of this issuer.
• An individual whose individual or joint net worth with that person's spouse at the time of purchase exceeds $1,000,000;
• An individual who has had an individual income in excess of $200,000 (or mixed income with that person's spouse in excess of $300,000) in each of the two most recent years and who can reasonably be expected to achieve the same level of income in the current year; Or
• An entity in which all shareholders are accredited investors as defined above.