|   | 9.     | The      term “Offering” shall also include the Company’s offering of up to      1,000,000 shares  ($5.00 per share) pursuant to Regulation E      (the “Regulation E Offering”) under the Investment Company Act of 1940, as      amended, and the Securities Act of 1933, as amended.   The      Regulation E Offering has no minimum and a maximum of      $5,000,000.                            |
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|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | 10.    | The      term “Offering Materials” shall include the Company’s Form 1-Es and      Offering Circulars filed with the Securities and Exchange Commission, and      distributed to prospective investors, for the Regulation E      Offering.                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | 11.    | Section      2 shall be amended to provide that the Placement Agent shall receive a      cash fee of ten percent (10%) of any shares of Common Stock purchased by      investors in the Regulation E Offering and placed by the Placement      Agent.                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | 12.    | Reference      is made to Section 3 of the Agreement with respect to the      Term.  The Term of the Agreement with respect to the Regulation      E Offering shall terminate on the earliest to occur of (x) the termination      of the Regulation E Offering and (y) the date that the Placement Agent and      the Company mutually agree in writing to terminate the Placement Agent’s      participation in the Regulation EOffering. |

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