EXHIBIT 4.1










                                   CARTIS Inc.













           Confidential Private Placement Memorandum


           March, 2000




Copy #_________________

Given to______________________________________

Date___________________



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Cartis Incorporated

                    CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

                                  CARTIS, Inc.

                        1,400,000 Shares of Common Stock

                                $ 1.79 per Share*

   * For Minimum Subscription of $100,000.00, Higher Price for Lesser Amounts
                at Discretion of Issuer. (see Summary of Terms)
                         ------------------------------

         CARTIS,  INC., a Florida corporation of which CEFCA s.a.r.l.,  a French
Company and Cartis  International,  Ltd., a Mauritius Company ("CIL") are wholly
owned  subsidiaries  (collectively  the  "Company"  or  "Cartis"),  is  offering
1,400,000 shares (the "Shares") of its common stock, par value $0.0001 per share
(the "Common Stock"),  at a price of $1.79 per share. Unless otherwise permitted
by the  Company,  the minimum  purchase  for any  Investor is 55,865  shares and
therefore the minimum dollar investment by any Investor is $100,000.00; however,
the Company reserves the right, in its sole discretion, to reject subscriptions,
in whole or in part, if the investor does not meet the suitability standards set
forth herein or for any other reason.

Cartis  has   discovered,   developed,   commercialized   and   patented  a  new
state-of-the-art process to purify water at low cost, and in quantities that are
adequate  to supply  the  potable  water  requirements  for  human  consumption,
including  drinking,  cooking and other domestic  needs.  The CARTIS process can
also improve  vegetable  growing in greenhouses.  The water quality after CARTIS
treatment  often  surpasses  other commonly  available  methods.  The current US
address of the Company is 277 Royal  Poinciana  Way,  PMB 155,  Palm  Beach,  FL
33480.


         THESE SECURITIES ARE HIGHLY SPECULATIVE,  INVOLVE A HIGH DEGREE OF RISK
AND IMMEDIATE DILUTION AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO
LOSE THEIR ENTIRE INVESTMENT.

         THE  SECURITIES  OFFERED  HEREBY  HAVE NOT BEEN  REGISTERED  UNDER  THE
SECURITIES  ACT OF 1933, AS AMMENDED (THE "ACT") OR THE  SECURITIES  LAWS OF ANY
STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM REGISTRATION
REQUIREMENTS  OF THE ACT AND STATE LAWS. THE SECURITIES  OFFERED HEREBY HAVE NOT
BEEN APPROVED NOR  DISAPPROVED BY THE SECURITIES  AND EXCHANGE  COMMISSION,  NOR
HAVE ANY  STATE  SECURITIES  COMMISSIONS,  NOR ANY OF THE  FORGOING  AUTHORITIES
PASSED UPON OR ENDORSED THE MERIT OF THIS  OFFERING NOR THE ACCURACY OR ADEQUACY
OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE.

=============================================================================
                  OFFERING(1)       COMMISSION(2)    PROCEEDS TO COMPANY(3)
-----------------------------------------------------------------------------
Price Per Share      $1.79         $0.00                  $1.79
Total Offering    $2,500,000       $0.00                $2,500,000
=============================================================================

(1)  The Value of the  Securities  offered by the Company have been  established
     arbitrarily and bear no relationship  to its asset value,  book value,  net
     worth  or any  other  established  criteria  of  value  or to  the  earning
     potential of the Company.
(2)  The  Securities  are  offered by the  Company as a Private  Placement.  The
     Shares  offered  herein  are to be  sold  by the  Directors,  Officers  and
     Employees of the Company  without  compensation  other than that which they
     receive from the Company in the normal course of business.
(3)  This amount is before deducting other expenses of issuance and distribution
     payable by the Company in connection with this offering,  including  legal,
     accounting, printing and organizational expenses.

                  THE DATE OF THIS MEMORANDUM IS MARCH 10, 2000




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Cartis Incorporated


         THE SECURITIES WILL ONLY BE OFFERED TO A LIMITED NUMBER OF INVESTORS IN
ACCORDANCE  WITH RULE 506 OF  REGULATION  D ("RULE 506")  PROMULGATED  UNDER THE
SECURITIES ACT OF 1933, AS AMENDED  (THE"ACT"),  OR OTHER APPLICABLE  PROVISIONS
AND  PURSUANT  TO  THIS   CONFIDENTIAL   PRIVATE   PLACEMENT   MEMORANDUM   (THE
"MEMORANDUM").  THESE SHARES ARE BEING OFFERED PURSUANT TO AN EXEMPTION PROVIDED
BY  SECTIONS  4(2)  AND  3(A)(11)  OF  THE  ACT.  INVESTORS  MUST  MEET  CERTAIN
SUITABILITY  STANDARDS  WHICH  HAVE BEEN  ESTABLISHED  IN  CONNECTION  WITH THIS
OFFERING AND WHO  PURCHASE FOR  INVESTMENT  AND NOT FOR  DISTRIBUTION  OR RESALE
THEREOF. THIS OFFERING IS RESTRICTED TO "ACCREDITED INVESTORS" AS DEFINED BY THE
SECURITIES  AND  EXCHANGE  COMMISSION.  INVESTMENTS  IN THE  SHARES  MAY  NOT BE
SUITABLE FOR INVESTORS WHO DO NOT MEET CERTAIN NET WORTH AND OTHER  REQUIREMENTS
OR WHO CANNOT AFFORD A NON-LIQUID, SPECULATIVE INVESTMENT.

         THE OFFERING  PRICE OF THE SHARES HAS BEEN  ARBITRARILY  DETERMINED AND
BEARS NO  RELATIONSHIP  TO THE  ASSETS  OR BOOK  VALUE OF THE  COMPANY  OR OTHER
CUSTOMARY INVESTMENT  CRITERIA.  THERE A LIMITED MARKET FOR THE SECURITIES BEING
OFFERED AND THERE CAN BE NO ASSURANCE  THAT A TRADING  MARKET FOR THE SECURITIES
WILL CONTINUE UPON COMPLETION OF THE OFFERING.

         NO PERSON HAS BEEN  AUTHORIZED TO GIVE ANY  INFORMATION  OR TO MAKE ANY
REPRESENTATIONS  OTHER  THAN  THOSE  CONTAINED  IN  THIS  OFFERING  CIRCULAR  IN
CONNECTION  WITH THE  OFFERING  DESCRIBED  HEREIN,  AND, IF GIVEN OR MADE,  SUCH
INFORMATION OF REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE  COMPANY.  THIS  OFFERING  DOES NOT  CONSTITUTE A PUBLIC OFFER TO SELL OR
SOLICITATION  OF A PUBLIC OFFER TO BUY ANY OF THE SHARES  OFFERED  HEREIN IN ANY
STATE TO ANY PERSON MAKING SUCH AN OFFER OR  SOLICITATION IF NOT QUALIFIED TO DO
SO. THE DELIVERY OF THIS  OFFERING  CIRCULAR AT ANY TIME DOES NOT IMPLY THAT THE
INFORMATION HEREIN CONTAINED IS CORRECT AS OF ANY TIME OTHER THAN AS OF THE DATE
HEREOF.

         THIS OFFERING MEMORANDUM  CONSTITUTES AN OFFER ONLY TO THE PERSON WHOSE
NAME APPEARS IN THE APPROPRIATE SPACE PROVIDED ON THE COVER HEREOF.  DELIVERY OF
THIS OFFERING  CIRCULAR,  OR ANY OTHER DOCUMENTS OR INFORMATION  FURNISHED TO AN
INVESTOR,  TO  ANYONE  OTHER  THAN THE  PERSON  NAMED  ON THE  COVER  HEREOF  IS
UNAUTHORIZED AND ANY REPRODUCTION  HEREOF IN WHOLE OR IN PART, WITHOUT THE PRIOR
WRITTEN CONSENT OF THE COMPANY IS PROHIBITED.

         THE  OFFERING  WILL  TERMINATE  ON THE EARLIER OF THE SALE OF 1,400,000
SHARES OR JULY 1, 2000 (THE  "TERMINATION  DATE")  UNLESS  EXTENDED TO A DATE NO
LATER THAN  OCTOBER 1, 2000 WHICH THE COMPANY  MAY ELECT IN ITS SOLE  DISCRETION
(THE "EXTENDED TERMINATION DATE").




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Cartis Incorporated

                           INFORMATION CONCERNING THIS MEMORANDUM

NOTICE TO INVESTORS: ACCESS TO INFORMATION

     THE COMPANY  SHALL  PROVIDE  THE  FOLLOWING  TO EACH  INVESTOR OR HIS AGENT
DURING THIS  PRIVATE  PLACEMENT  AND PRIOR TO THE SALE OF THE SHARES TO HIM: (1)
ACCESS TO ALL BOOKS AND  RECORDS  OF THE  COMPANY;  (2)  ACCESS TO ALL  MATERIAL
CONTRACTS AND DOCUMENTS  RELATING TO THE  TRANSACTIONS  DESCRIBED HEREIN AND THE
COMPANY'S  PROPOSED  OPERATIONS;  AND, (3) THE  OPPORTUNITY TO ASK QUESTIONS AND
RECEIVE  ANSWERS  FROM,  ANY PERSON  AUTHORIZED  TO ACT ON BEHALF OF THE COMPANY
CONCERNING  ANY  ASPECT  OF  THE  INVESTMENT,   AND  TO  OBTAIN  ANY  ADDITIONAL
INFORMATION, TO THE EXTENT THE COMPANY POSSESSES SUCH INFORMATION OR CAN ACQUIRE
IT WITHOUT  UNREASONABLE EFFORT OR EXPENSE,  NECESSARY TO VERIFY THE ACCURACY OF
THE INFORMATION CONTAINED IN THIS MEMORANDUM.  THE INVESTOR,  HIS ADVISOR(S) AND
HIS PURCHASER  REPRESENTATIVE  ARE INVITED TO COMMUNICATE  WITH MR.  JEAN-MICHEL
GAL, 6802 F GLENRIDGE DRIVE,  ATLANTA, GA 30328. TEL: 770 522 9720. FAX: 770 350
0303. Cartis2000@aol.com.

NO OFFER OR INVITATION

         THIS MEMORANDUM HAS BEEN PREPARED  SOLELY FOR INFORMATION  PURPOSES AND
IS NOT AN OFFER OR AN  INVITATION  TO BECOME AN  INVESTOR.  SUCH AN OFFER MAY BE
MADE ONLY BY THE COMPANY OR ITS  DESIGNEES,  WHO RESERVES THE RIGHT TO ACCEPT OR
REJECT ANY PROPOSALS OF INVESTMENT.

SOURCES OF INFORMATION

         THIS MEMORANDUM HAS BEEN PREPARED FROM SOURCES DEEMED RELIABLE,  BUT NO
REPRESENTATION  OR WARRANTY  IS MADE AS TO ITS  ACCURACY  OR  COMPLETENESS.  THE
OBLIGATIONS OF THE PARTIES TO THIS TRANSACTION WILL BE SET FORTH IN AND GOVERNED
BY THE DOCUMENTS AND  AGREEMENTS  REFERRED TO IN THIS  MEMORANDUM.  IN CASE OF A
CONFLICT BETWEEN THE MEMORANDUM AND THE DOCUMENTS AND AGREEMENTS,  THE DOCUMENTS
AND AGREEMENTS WILL CONTROL.

SUPPLEMENT TO MEMORANDUM

         NEITHER  THE  DELIVERY  OF THIS  MEMORANDUM  NOR ANY SALE OF THE SHARES
SHALL, UNDER ANY  CIRCUMSTANCES,  CREATE ANY IMPLICATION THAT THERE HAS NOT BEEN
CHANGES IN THE  MATTERS  DISCUSSED  IN THE  MEMORANDUM  SINCE THE DATE  THEREOF.
HOWEVER,  IN THE EVENT THAT THE COMPANY  BECOMES  AWARE OF ANY MATERIAL  CHANGES
OCCURRING  PRIOR TO THE COMPLETION OF THE OFFERING  DESCRIBED IN THE MEMORANDUM,
THIS MEMORANDUM WILL BE AMENDED OR SUPPLEMENTED ACCORDINGLY.

MEMORANDUM NOT LEGAL ADVICE

         PROSPECTIVE   INVESTORS  SHOULD  NOT  CONSTRUE  THE  CONTENTS  OF  THIS
MEMORANDUM OR ANY PRIOR OR SUBSEQUENT  COMMUNICATIONS FROM THE COMPANY OR ANY OF
ITS EMPLOYEES, AGENTS, OR AFFILIATES,  INCLUDING THEIR COUNSEL AND ACCOUNTANT AS
LEGAL  ADVICE.  EACH  INVESTOR  MUST RELY  SOLELY  UPON HIS OWN  REPRESENTATIVES
(INCLUDING  HIS LEGAL  COUNSEL  AND  ACCOUNTANT)  AS TO LEGAL,  TAX AND  RELATED
MATTERS CONCERNING A PROSPECTIVE INVESTMENT IN THE SHARES AND STOCK OFFER BY THE
COMPANY.

CONFIDENTIAL MEMORANDUM

         THE INFORMATION HAS BEEN PREPARED SOLELY FOR THE INFORMATION OF PERSONS
AND ENTITIES INTERESTED IN THE PRIVATE PLACEMENT OF THE SHARES OFFERED HEREUNDER
AND MAY NEITHER BE REPRODUCED NOR USED FOR ANY OTHER PURPOSE.  ANY  REPRODUCTION
OR  DISTRIBUTION  OF THIS  MEMORANDUM,  IN WHOLE OR IN PART,  WITHOUT  THE PRIOR
WRITTEN CONSENT OF THE COMPANY, IS PROHIBITED.




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Cartis Incorporated



MINIMUM AMOUNT

         A MINIMUM  NUMBER OF SHARES NEED NOT BE SOLD TO COMPLETE THIS OFFERING.
ACCORDINGLY,  THE COMPANY  WILL  IMMEDIATELY  UTILIZE ALL FUNDS  RECEIVED AND NO
REFUNDS WILL BE MADE TO SUBSCRIBERS.

MISCELLANEOUS

         THE DESCRIPTIONS IN THIS MEMORANDUM WITH RESPECT TO VARIOUS  AGREEMENTS
OR OTHER DOCUMENTS, AND STATUTES,  REGULATIONS,  OR PROPOSED LEGISLATION ARE NOT
DESIGNED  TO BE  COMPLETE  AND ARE  THEREFORE  QUALIFIED  IN THEIR  ENTIRETY  BY
REFERENCE TO THE RESPECTIVE DOCUMENT, RULE OR REGULATION.

         THE SHARES ARE BEING  OFFERED  SUBJECT TO PRIOR SALE,  AND  WITHDRAWAL,
CANCELLATION  OR  MODIFICATION  OF THE  OFFER,  INCLUDING  STRUCTURE,  TERMS AND
CONDITIONS,  WITHOUT  NOTICE.  THE  COMPANY  RESERVES  THE  RIGHT,  IN ITS  SOLE
DISCRETION,  TO REJECT, IN WHOLE OR IN PART, ANY OFFER TO PURCHASE THE SHARES OF
THE COMPANY.


     THIS   MEMORANDUM   CONTAINS   INFORMATION   REGARDING  THE  BACKGROUND  OF
MANAGEMENT.  YOU SHOULD READ IT CAREFULLY TO DETERMINE THE  SUITABILITY  OF THIS
INVESTMENT FOR YOU.

         PROSPECTIVE  INVESTORS ARE ENCOURAGED TO READ THE ENTIRE MEMORANDUM AND
EXHIBITS THERETO TO DETERMINE THE SUITABILITY OF THIS INVESTMENT FOR YOU.




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Cartis Incorporated


                           NOTICE TO ALABAMA INVESTORS

         THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE
ALABAMA  SECURITIES ACT. A REGISTRATION  STATEMENT  RELATING TO THESE SECURITIES
HAS NOT BEEN FILED WITH THE ALABAMA SECURITIES  COMMISSION.  THE COMMISSION DOES
NOT RECOMMEND NOR ENDORSE THE PURCHASE OF ANY SECURITIES,  NOR DOES IT PASS UPON
THE  ACCURACY  NOR  COMPLETENESS  OF  THIS  PRIVATE  PLACEMENT  MEMORANDUM.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                         NOTICE TO CALIFORNIA INVESTORS

          THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933,  AS AMENDED,  OR THE  CALIFORNIA  CORPORATIONS  CODE BY REASON OF SPECIFIC
EXEMPTIONS  THEREUNDER  RELATING TO THE LIMITED  AVAILABILITY  OF THE  OFFERING.
THESE  SECURITIES  CANNOT BE SOLD,  TRANSFERRED OR OTHERWISE  DISPOSED OF TO ANY
PERSON OR ENTITY UNLESS  SUBSEQUENTLY  REGISTERED  UNDER THE  SECURITIES  ACT OF
1933, AS AMENDED, OR THE CALIFORNIA CODE, IF SUCH REGISTRATION IS REQUIRED.

                         NOTICE TO CONNECTICUT INVESTORS

         THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER SECTION 36-485 OF THE
CONNECTICUT UNIFORM SECURITIES ACT AND, THEREFORE,  CANNOT BE SOLD,  TRANSFERRED
OR OTHERWISE DISPOSED OF TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY  REGISTERED
UNDER SAID  SECURITIES  ACT OR UNLESS AN  EXEMPTION  FROM SUCH  REGISTRATION  IS
AVAILABLE. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE BANKING
COMMISSIONER  OF THE STATE OF CONNECTICUT NOR HAS THE  COMMISSIONER  PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.

                           NOTICE TO FLORIDA INVESTORS

         THE SECURITIES  HAVE NOT BEEN REGISTERED  UNDER THE FLORIDA  SECURITIES
ACT AND ARE BEING  SOLD IN  RELIANCE  UPON AN  EXEMPTION  CONTAINED  IN  SECTION
517.061 (12) OF SUCH ACT. AS REQUIRED BY ARTICLE 517.061 OF THE FLORIDA STATUTES
ANNOTATED  AND RULE 3E 500.05(5)  (B) (27) OF THE FLORIDA  DEPARTMENT OF BANKING
AND FINANCE, DIVISION OF SECURITIES, THE COMPANY, AS ISSUER OF THE SHARES, MAKES
THE FOLLOWING STATEMENT:

         WHERE  SALES OF THE SHARES ARE MADE TO FIVE OR MORE  PERSONS,  ANY SALE
MADE  PURSUANT TO ACT 527.061 OF THE FLORIDA  STATUTES  SHALL BE VOIDABLE BY THE
PURCHASER  EITHER WITHIN THREE (3) DAYS AFTER THE FIRST TENDER OR  CONSIDERATION
IS MADE BY THE  PURCHASERS TO THE ISSUER,  AN AGENT OR THE ISSUER,  OR AN ESCROW
AGENT OR WITHIN  THREE (3)  CONSECUTIVE  DAYS  AFTER  THE  AVAILABILITY  OF THAT
PRIVILEGE IS COMMUNICATED TO THE PURCHASER, WHICHEVER OCCURS LATER.

         THE COMPANY INTENDS TO SERVE AS A COMMUNICATION  TO FLORIDA OFFEREES OF
THEIR RIGHTS UNDER ACT 517.061 OF THE FLORIDA STATUTES.

     ANY FLORIDA  RESIDENT WHO PURCHASES  SHARES  PURSUANT HERETO IS ENTITLED TO
EXERCISE THE  FOREGOING  STATUTORY  RECESSION  RIGHT PRIOR TO THREE (3) BUSINESS
DAYS AFTER PURCHASING SUCH SHARES BY NOTIFYING THE COMPANY BY TELEGRAM OR LETTER
TO CARTIS,  INC.,  C/O: DONALD F MINTMIRE,  ESQ. 265 SUNRISE AVENUE,  SUITE 204,
PALM BEACH, FL 33480.  FAX: 561 659 5371. SUCH LETTER OR FAXIMILE SHOULD BE SENT
AND  POSTMARKED  PRIOR TO THE END OF THE  AFOREMENTIONED  THIRD  BUSINESS DAY. A
LETTER SHOULD BE MAILED BY CERTIFIED MAIL, RETURN RECEIPT  REQUESTED,  TO ENSURE
ITS RECEIPT AND TO EVIDENCE TIME OF MAILING.




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Cartis Incorporated


                           NOTICE TO GEORGIA INVESTORS

             THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED,  OR THE  SECURITIES  ACT OF ANY  JURISDICTION  BY REASON OF
SPECIFIC  EXEMPTIONS  THEREUNDER  RELATING  TO THE LIMITED  AVAILABILITY  OF THE
OFFERING.  THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
TO ANY PERSON OR ENTITY UNLESS SUBSEQUENTLY  REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAW, IF SUCH REGISTRATION IS
REQUIRED.

                          NOTICE TO MARYLAND INVESTORS

         THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE SECURITIES ACT OF
1933,  AS  AMENDED,  OR THE  MARYLAND  SECURITIES  ACT,  BY REASON  OF  SPECIFIC
EXEMPTIONS  THEREUNDER  RELATING TO THE LIMITED  AVAILABILITY  OF THE  OFFERING.
THESE  SECURITIES  CANNOT BE SOLD,  TRANSFERRED OR OTHERWISE  DISPOSED OF TO ANY
PERSON OR ENTITY UNLESS  SUBSEQUENTLY  REGISTERED  UNDER THE  SECURITIES  ACT OF
1933,  AS AMENDED,  OR THE  MARYLAND  SECURITIES  ACT, IF SUCH  REGISTRATION  IS
REQUIRED.

                            NOTICE TO MAINE INVESTORS

         THESE   SECURITIES  ARE  BEING  SOLD  PURSUANT  TO  AN  EXEMPTION  FROM
REGISTRATION  WITH THE BANK  SUPERINTENDENT  OF THE STATE OF MAINE UNDER SECTION
10502(2)(R) OF TITLE 32 OF THE MAINE REVISED  STATUTES.  THESE SECURITIES MAY BE
DEEMED  RESTRICTED  SECURITIES  AND AS SUCH THE HOLDER MAY NOT BE ABLE TO RESELL
THE SECURITIES UNLESS PURSUANT TO REGISTRATION UNDER STATE OR FEDERAL SECURITIES
LAWS OR UNLESS AN EXEMPTION UNDER SUCH LAWS EXISTS.

                        NOTICE TO NEW HAMPSHIRE INVESTORS

         NEITHER THE FACT THAT A REGISTRATION  STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED STATUTES
("RSA")  WITH  THE  STATE  OF NEW  HAMPSHIRE  NOR THE FACT  THAT A  SECURITY  IS
EFFECTIVELY  REGISTERED  OR A PERSON IS LICENSED  IN THE STATE OF NEW  HAMPSHIRE
CONSTITUTES  A FINDING BY THE  SECRETARY OF STATE THAT ANY DOCUMENT  FILED UNDER
RSA 421-B IS TRUE,  COMPLETE AND NOT  MISLEADING.  NEITHER ANY SUCH FACT NOR THE
FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION
MEANS  THAT THE  SECRETARY  OF STATE HAS  PASSED  IN ANY WAY UPON THE  MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON, SECURITY, OR
TRANSACTION.  IT IS UNLAWFUL TO MAKE,  OR CAUSE TO BE MADE,  TO ANY  PROSPECTIVE
PURCHASER,   CUSTOMER,  OR  CLIENT  ANY  REPRESENTATION  INCONSISTENT  WITH  THE
PROVISIONS OF THIS PARAGRAPH.

                          NOTICE TO MINNESOTA INVESTORS

             THE  SECURITIES  REPRESENTED  BY  THIS  MEMORANDUM  HAVE  NOT  BEEN
REGISTERED  UNDER  CHAPTER 80A OF THE MINNESOTA  SECURITIES  LAWS AND MAY NOT BE
SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO REGISTRATION OR AN
EXEMPTION THEREFROM.

                         NOTICE TO NEW JERSEY INVESTORS

             THESE  SECURITIES  HAVE NOT BEEN  APPROVED  OR  DISAPPROVED  BY THE
BUREAU OF SECURITIES OF THE STATE OF NEW JERSEY, NOR HAS THE BUREAU PASSED ON OR
ENDORSED THE MERITS OF THIS OFFERING. THE FILING OF THE WITHIN OFFERING DOES NOT
CONSTITUTE  APPROVAL  OF THE  ISSUE  OF  THE  SALE  THEREOF  BY  THE  BUREAU  OF
SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.





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                          NOTICE TO NEW YORK INVESTORS

             THESE  SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED,  OR THE NEW YORK  FRAUDULENT  PRACTICES  ("MARTIN") ACT, BY
REASON OF SPECIFIC EXEMPTIONS THEREUNDER RELATING TO THE LIMITED AVAILABILITY OF
THE OFFERING. THESE SECURITIES CANNOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED
OF TO ANY PERSON OR ENTITY UNLESS  SUBSEQUENTLY  REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED, OR THE NEW YORK FRAUDULENT PRACTICES ("MARTIN") ACT, IF
SUCH REGISTRATION IS REQUIRED.

             THE PRIVATE OFFERING MEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED
BY THE ATTORNEY  GENERAL PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY  GENERAL OF
THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

             PURCHASE OF THESE  SECURITIES  INVOLVES A HIGH DEGREE OF RISK. THIS
MEMORANDUM  DOES NOT CONTAIN ANY UNTRUE  STATEMENT OF A MATERIAL FACT OR OMIT TO
STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENTS MADE NOT  MISLEADING.  IT
CONTAINS A FAIR  SUMMARY  OF THE  MATERIAL  TERMS OF  DOCUMENTS  REPORTED  TO BE
SUMMARIZED HEREIN.

                       NOTICE TO NORTH CAROLINA INVESTORS

             IN MAKING AN INVESTMENT DECISION,  INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE
OFFERING,  INCLUDING THE MERITS AND RISKS  INVOLVED.  THESE  SECURITIES HAVE NOT
BEEN  RECOMMENDED  BY ANY FEDERAL OR STATE  SECURITIES  COMMISSION OR REGULATORY
AUTHORITY.  FURTHERMORE,  THE  FOREGOING  AUTHORITIES  HAVE  NOT  CONFIRMED  THE
ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT.  ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY  AND  RESALE  AND MAY NOT BE  TRANSFERRED  OR  RESOLD  EXCEPT AS
PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE
SECURITIES  LAWS,  PURSUANT TO  REGISTRATION OR EXEMPTION  THEREFROM.  INVESTORS
SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE  FINANCIAL  RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

                        NOTICE TO PENNSYLVANIA INVESTORS

             EACH  SUBSCRIBER  WHO IS A  PENNSYLVANIA  RESIDENT HAS THE RIGHT TO
CANCEL AND WITHDRAW  HIS  SUBSCRIPTION  AGREEMENT  AND HIS PURCHASE OF INTERESTS
UPON WRITTEN  NOTICE TO THE COMPANY GIVEN WITHIN TWO BUSINESS DAYS FOLLOWING THE
RECEIPT BY THE ISSUER OF THE SUBSCRIBER'S WRITTEN SUBSCRIPTION  AGREEMENT, OR IN
THE CASE OF A TRANSACTION IN WHICH THERE IS NO WRITTEN  SUBSCRIPTION  AGREEMENT,
WITHIN TWO BUSINESS  DAYS AFTER  MAKING THE INITIAL  PAYMENT FOR THE PURCHASE OF
HIS  INTERESTS.  ANY  NOTICE OF  CANCELLATION  OR  WITHDRAWAL  SHOULD BE MADE BY
TELEGRAM OR CERTIFIED OR REGISTERED  MAIL AND WILL BE EFFECTIVE UPON DELIVERY TO
WESTERN  UNION OR  DEPOSIT  IN THE  UNITED  STATES  MAILS,  POSTAGE OR THE OTHER
TRANSMITTAL FEES PAID. UPON SUCH CANCELLATION OR WITHDRAWAL, THE SUBSCRIBER WILL
HAVE NO OBLIGATION OR DUTY UNDER THE SUBSCRIPTION  AGREEMENT TO THE PARTNERSHIP,
THE GENERAL  PARTNERS,  THE  PLACEMENT  AGENT OR ANY OTHER  PERSON,  AND WILL BE
ENTITLED TO FULL RETURN OF ANY AMOUNTS PAID BY HIM, WITHOUT INTEREST.

             NEITHER THE PENNSYLVANIA SECURITIES COMMISSION NOR ANY OTHER AGENCY
HAS PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING AND ANY  REPRESENTATION TO
THE CONTRARY IS UNLAWFUL.

             PENNSYLVANIA SUBSCRIBERS MAY NOT SELL THEIR SECURITIES FOR ONE YEAR
FROM THE DATE OF PURCHASE  IF SUCH A SALE WOULD  VIOLATE  SECTION  203(D) OF THE
PENNSYLVANIA SECURITIES ACT.





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                       NOTICE TO SOUTH CAROLINA INVESTORS

             IN MAKING AN INVESTMENT  DECISION  INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE
OFFERING,  INCLUDING THEIR MERITS AND RISKS INVOLVED.  THESE SECURITIES HAVE NOT
BE  RECOMMENDED  BY ANY FEDERAL OR STATE  SECURITIES  COMMISSION  OR  REGULATORY
AUTHORITY.  FURTHERMORE,  THE  FOREGOING  AUTHORITIES  HAVE  NOT  CONFIRMED  THE
ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT.  ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.  THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
TRANSFERABILITY  AND  RESALE  AND MAY NOT BE  TRANSFERRED  OR  RESOLD  EXCEPT AS
PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND THE APPLICABLE STATE
SECURITIES  LAWS,  PURSUANT TO  REGISTRATION OR EXEMPTION  THEREFROM.  INVESTORS
SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE  FINANCIAL  RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.




All requests and inquiries regarding this Memorandum should be directed to:

Jean-Michel Gal or Ulrike Lange
770 522 9720 (Tel)
770350 0303 (Fax)
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Private and Confidential

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Cartis Incorporated






TABLE OF CONTENTS



<TABLE>
<S>                                                                             <C>
                                                                                Page
Executive Summary                                                                12
Preamble                                                                         15
Summary of Terms, Source and Uses of Funds                                       17

1/ The Industry.  Domestic Water Treatment                                       18
2/ Cartis Products and Technology                                                23
3/ Competition                                                                   29
4/ Cartis Organization Structure. Management, Production, Sales & Marketing      31
5/ Patents                                                                       35
6/ Risk Factors                                                                  36
7/ Properties                                                                    43
8/ Beneficial Ownership                                                          43
9/ Legal Proceedings                                                             43

Exhibit A.  Product Description                                                  44
Exhibit B  Common Water Quality Problems                                         45
Exhibit C  Organization Chart                                                    47
Exhibit D  Financial Projections                                                 48

Subscription Documents                                                           50
</TABLE>




Private and Confidential

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Cartis Incorporated

SUITABILITY STANDARDS: WHO SHOULD INVEST?

         The  Company is offering  the Shares of its Common  Stock at a price of
$1.79 per share.  Unless  waived by the  Company,  the minimum  purchase for any
Investor is 55,865 Shares and therefore,  the minimum  dollar  investment by any
Investor is $100,000.00.  However,  the Company  reserves the right, in its sole
discretion,  to reject subscriptions,  in whole or in part, if the investor does
not meet the  suitability  standards  set forth herein or for any other  reason.
There is no minimum  offering  amount.  Therefore,  proceeds will be immediately
utilized by the Company.

         The  offering  will  terminate  on the earlier of the sale of 1,400,000
shares or at 5:00 p.m.  Eastern  Standard Time on July 1,2000 (the  "Termination
Date"),  unless  extended  to a date no later  than  October  1, 2000  which the
Company may elect in its sole discretion (the "Extended  termination Date"). The
Company may  terminate  this  offering at any time,  regardless of the number of
Shares,  which has been subscribed for through such date. The date on which this
offering terminates is sometimes referred to in this Memorandum as the "Offering
Termination  Date." The Company will have up to thirty (30) days  following  the
Offering  Termination  Date to  decide  whether  to  accept,  reject  or  reduce
subscriptions.  The Company will pay the expenses  incurred in  connection  with
this offering, including legal and accounting costs.

         The Shares are not be registered under the Act, or any state securities
laws,  but are being  offered  pursuant to an exemption  from such  registration
provided under Rule 506 of the Act or other applicable  provision.  As a result,
the Company and all  purchasers  of Shares must comply in all respects  with the
requirements  of the applicable  exemptions.  Because the issuance of the Shares
offered hereby are not registered under the Securities Act,  persons  purchasing
Shares in this offering may not be able to sell such Shares and may have to hold
the Shares so purchased indefinitely.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS.

         Some  of  the  statements  contained  in  this  Memorandum,   including
statements  contained in the sections  captioned  "EXECUTIVE  SUMMARY,"  "CARTIS
ORGANIZATION   STRUCTURE,   MANAGEMENT,    PRODUCTION,   SALES   &   MARKETING",
"COMPETITION"  and  "FINANCIAL  PROJECTIONS"  discuss  future  expectations  and
intentions,  contain projections of results of operations or financial condition
or state other "forward-looking"  information. Such statements can be identified
by the use of  forward-looking  terminology  such as "plan,"  "intend,"  "hope,"
"may," "will," "expect,"  "anticipate,"  "estimate," "continue" or other similar
words.  Statements  are subject to known and unknown  risks,  uncertainties  and
other  factors  that could cause the actual  results to differ  materially  from
those  contemplated  by the  statements.  Investors  should  consult  the  "Risk
Factors"  contained  herein  in order to  assess  the  risks  involved  with the
investment. The forward-looking  information is based on various factors and was
derived  using  numerous  assumptions.  When  considering  such  forward-looking
statements,  you should keep in mind the risk factors referenced above and other
cautionary statements in this Memorandum.

         Important  factors  that may cause  actual  results to differ  from the
Company's  projections  include,  for  example:  the  success  or failure of the
Company's test trials on new products; the Company's ability to enter into joint
venture,   co-marketing  or  other  strategic   partnering   relationships  with
established   companies;   marketplace   acceptance  of  the   Company's   water
purification  products;  whether  other  companies  develop  products  which are
competitive with the Company's; The Company's ability to obtain future financing
to fund Company  growth and the  Company's  continued  transition  to commercial
operations;   the  Company's   ability  to  negotiate  and  maintain   favorable
distribution  arrangements  for the  Company's  products;  changes in government
regulations;   and  the  Company's  ability  to  attract  and  retain  qualified
employees.

                  The  Company  does not  undertake  to  update  forward-looking
information to reflect actual results or changes in assumptions or other factors
that could affect those statements.




Private and Confidential

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Cartis Incorporated

EXECUTIVE SUMMARY

Cartis  has   discovered,   developed,   commercialized   and   patented  a  new
state-of-the-art process to purify water at low cost, and in quantities that are
adequate  to  supply  the  potable  water  requirements  of  human  consumption,
including  drinking,  cooking and other domestic  needs.  The CARTIS process can
also greatly improve vegetable growing in greenhouses.  Management believes that
the  water  quality  after  CARTIS  treatment  often  surpasses  other  commonly
available methods and sources of potable water, including bottled water.

                                       ***

The huge potable water markets  around the world rely on a variety of well-known
and documented treatment and filtration methods.  Most often, these methods only
bring partial solutions to water pollution problems.

The main methods and processes most commonly in use around the world utilize:

     *    UV lamps,  which almost totally destroy  bacteria in clear water,  are
          limited to bacteria elimination only,

     *    Active  Carbon  ("AC")  is  renowned  for the  elimination  of  odors,
          chlorine,  heavy  metals  and  pesticides.  Since AC does not  destroy
          bacteria, its usage is severely limited by rapid bacterial saturation,
          which forces frequent filter replacements. Also, water treated with AC
          is void of bactericidal properties,

     *    Active  Carbon  with  Silver  Coating  solves  the  issue of  internal
          bacteria  contamination,  but its process is  severely  limited by the
          risk of silver nitrate  pollution,  a heavy metal,  and a short useful
          life. In order to prevent silver nitrate pollution,  forbidden in most
          developed  countries,  the  quantity  of nitrate  coating is kept to a
          minimum, thereby greatly diminishing its usefulness.

     *    Water  Softeners  suppress  calcium,  which is  responsible  for water
          hardness and limestone deposits.  However these softeners diminish the
          cleaning  properties  of  water  and  give  it  an  unpleasant  taste.
          Moreover, softeners facilitate bacteria proliferation.

CARTIS  incorporates  several  existing  proven methods of water  filtration and
treatment, while significantly improving on them. CARTIS breakthrough technology
creates a permanent bond between pure silver and active carbon,  thereby joining
one of the best bactericidal agent with a time tested pollution  screener.  This
technology  delivers  potable  water  without  harming the  delicate  balance of
minerals naturally present in water.

The CARTIS showcase product  currently on the market is the Potable Water System
PWS 300. The PWS 300  provides  potable  water void of limestone to  households,
hospitals, schools, hotels, without the use of chlorine. Water treated by CARTIS
keeps destroying bacteria, even after treatment.

The PWS 300 incorporates the following elements:

     *    One coarse filter for large impurities, then downstream,

     *    One  Phillips  UV lamp  with an  output  of  25,000  millijoules  that
          corresponds  to European  standards  and  surpasses US  standards  for
          potable water.  The lamp's output is sufficient to eliminate  bacteria
          up to 99% in clear water, then downstream,

     *    One CARTIS cartridge. The cartridge contains a powder composed of pure
          silver 99.9999 (6N) bonded by  intermolecular  links to active carbon.
          The bond is performed  in radio  frequency,  low-pressure  cold plasma
          reactors. The CARTIS process is patented worldwide.

The bonding of silver and active carbon ensures bacteria  destruction during and
after  treatment,  while  eliminating the problem of silver nitrates  pollution.
Chlorine,  a harmful  chemical,  is the only  competing  product to CARTIS  with
similar conservation properties of bacteria destruction after treatment.



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Cartis Incorporated

Water  passes  through the CARTIS  cartridge at a volume of 1 to 1.5 gallons per
minute,  which is adequate for most human  consumption  needs.  The minimum life
expectancy of the cartridge  corresponds to 80,000 gallons,  nough to supply the
needs of a family of 4 for 2 years.

The PWS 300 also incorporates an active ceramics device that prevents  limestone
formation,  thereby  eliminating  "hard water"  without  altering the  necessary
chemical balance naturally provided by calcium and magnesium.

The  Company's  technology  has been  tested  over the past  three- (3) years by
renowned   organizations   and  sanctioned  by  the  sale  and  installation  of
approximately 1,500 units in France, Mauritius and Madagascar.

Several  years of  cooperation  with  prestigious  world  health  organizations,
prominent  industrial companies and several government agencies have established
the validity of the Company's product and technologies.

*    The CENTRAL WATER AUTHORITY of Mauritius (CWA),  jointly managed by the two
     (2) world  leading  water  companies  VIVENDI  and  LYONNAISE  DES EAUX has
     certified that the CARTIS  treatment  makes water  potable.  CWA is a major
     reference  for  water  pollution  standards  due to the  importance  of its
     research  in a region of the world that is  notorious  for water  bacterial
     pollution.

*    CONSERVATION OF WATER AND ITS  BACTERICIDAL  PROPERTIES  AFTER TREATMENT IS
     THE FOREMOST SALIENT ATTRIBUTE OF THE CARTIS PROCESS.

     *    The PASTEUR  INSTITUTE in Madagascar  has  conducted  several tests on
          bacteria laden shrimp tanks with the CARTIS device.  The Institute has
          determined  that shrimps,  after  immersion in water treated by CARTIS
          were safe for  human  consumption,  at par with  shrimp  treated  with
          chlorinated water. The CARTIS process had the same bactericidal effect
          on shrimps as chlorine, without the chemical's harmful side effects.

     *    One of the largest private agriculture and food concerns in the Indian
          Ocean rim countries, the ENL Group has tested the CARTIS technology on
          tomato  production.  They have determined that the CARTIS treatment is
          the only system capable of significantly  increasing the production of
          tomatoes, thanks to the lasting bactericidal properties of the treated
          water.

     *    Several tests performed by CARTIS with French  environmental  agencies
          have  determined  that the CARTIS  treatment  eliminates all traces of
          bacteria remaining after UV treatment.  They have also determined that
          the CARTIS process does not release silver, a harmful heavy metal. Far
          from  releasing  silver,  the  treatment in fact reduces the amount of
          silver naturally occurring in water.

Management.  The  undertaking  to provide an adequate  potable  water  treatment
     device  to the world  market  was  initiated  in 1993 by Herve  Gallion,  a
     successful  businessman.  His  lieutenant,  Cyril  Heitzler,  an  engineer,
     assisted him in the  conceptualization  and the  implementation  of the new
     device.   They  hired  the  services  of  "Centre   National  de  Recherche
     Scientifique  ("CNRS"),  the prominent French government's  research arm to
     develop the technology to bond active carbon and silver by co-valence. They
     eventually  hired Mr.  Serigne  Dioum,  the  engineer  who was  their  main
     interface at CNRS.

Affiliates Management The Company will gradually establish sales subsidiaries in
     each of the  markets in  partnership  with local  professionals.  The first
     subsidiary  was  established  in France.  Cartis France is 49% owned by the
     Company and 51% by ASAP, a French distribution company. The General Manager
     of Cartis France is Patrick Martin, a successful businessman.



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Cartis Incorporated



Future Management   Immediately after the private placement, Cartis, Inc.  plans
     to hire a Chief Financial Officer and a Marketing Manager for the US.

Product   The CARTIS devices are intended for human water consumption, including
     drinking,  food  preparation and other domestic needs,  for swimming pools,
     food and vegetable production.

     Before treatment,  water intended for human  consumption  originates from a
     variety of available sources. Treated municipal water, untreated water from
     rivers, lakes, sources and wells after CARTIS treatment becomes potable and
     cleaned  of all  traces  of  common  contaminants,  such as lead and  heavy
     metals,  pesticides,  bacteria  and  chemicals  such as chlorine and cancer
     causing chlorine by-products.

     Water  treated by CARTIS  surpasses the quality  requirements  of drinkable
     water in developed countries. Additionally, water treated by CARTIS, unlike
     filtered  and bottled  water  retains  its  essential  minerals,  which are
     necessary  for  health and  comfort.  Management  believes  that one of the
     salient advantages of the CARTIS process over any other available method is
     the creation of active oxygen,  which ensures the continuation of bacterial
     elimination for a period of time after treatment (the conservation effect).
     Finally,  CARTIS is equipped with a device that eliminates  limestone while
     preserving the essential elements of calcium and magnesium.

     The CARTIS device is inexpensive and requires little maintenance.

Market    Management  believes that the potential market for the CARTIS products
     is very large and extends worldwide.

Results   Through  1999, the Company  perfected its products and booked  initial
     sales of over $2 million to upscale  hotel  chains,  hospitals,  embassies,
     businesses and households in the Indian Ocean rim market.  Since January of
     this year, the Company has launched its sales in Western Europe.  300 units
     have been sold so far and future  sales are  essentially  constrained  by a
     shortage of working capital.

Recognition and Awards   The CARTIS technology and claims have been verified and
     endorsed by some of the most prestigious  scientific health  organizations,
     such  as  the  PASTEUR  INSTITUTE.  The  French  government  institute  for
     research,  ANVAR has granted the  Company an award in  recognition  for its
     innovative technology.

     The CARTIS  quality is such that,  since sales were  initiated  in 1997 and
     over 1,200 units  later,  the Company  experienced  no return from  product
     deficiency, or from unsatisfied customers.

Financial Needs     Since the financial needs of the Company are mainly due to a
     long delivery  period of five (5) months from their Far Eastern  suppliers,
     the  bulk  of  their  working  capital  requirements  is in the  form  of a
     revolving  letter of credit of $2 million.  Additionally,  the Company will
     require $0.5 million for general working capital purposes.



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Cartis Incorporated


     In total, the Company seeks to raise $2.5 million in exchange for 1,400,000
     shares of Common Stock,  representing  over 10% of the fully diluted equity
     of Cartis,  Inc. This investment will cap R&D and PP&E investments over the
     last few years of approximately $12 million.

Public Company
Future Benefits       CARTIS,  Inc.  which  has  recently  completed  a  reverse
     acquisition by a public shell, has taken an important step to accessing the
     public market.  The Company is currently  quoted in the Pink Sheets and its
     stock is closely  held by its  founding  shareholders  and is not  actively
     traded.  The real benefit to shareholders of a public quotation on a larger
     market,  be it the Small Cap, or the National Market will only  materialize
     several months after the completion of this private placement.

     The Company  expects to file a FORM 10 SB with the SEC prior to  completion
     of this  offering.  It is the Company's  intention to obtain  resources for
     future  expansion from the NASDAQ Small Cap initially and  eventually  from
     the National Market in the shortest possible time frame.

                                       ***

PREAMBLE

For decades,  water  quality has been at the forefront of health  concerns.  The
World  Health  Organization  is  regularly  alerting  governments  to the health
hazards of contaminated  water.  The  International  Summit of Rio has given the
first priority to potable water over the next decade.

The market of water  purification  is becoming one of the main industries of the
coming years, since tap water quality is a serious issue:


*    Wells are increasingly affected by Nitrogen based pesticides,
*    Chlorine,  with its  suspected  harmful  effects is  present  in  municipal
     waters,
*    Long pipes  connect the water  purification  plant and the  household  tap.
     Those pipes may contain heavy metals, lead, asbestos etc.,
*    Bacterial contamination can develop in the transmission process.

Harmful Health Effects

*    Increasing gastric-intestinal diseases,
*    Decrease in male fertility linked to pesticides
*    Children deformities linked to lead contamination,
*    Loss of memory and hearing due to lead contamination,
*    Long term risk hazards linked to chlorine contamination.


Problems  with  drinking  water often occur after water  leaves a treatment  and
storage facility, while en route to a consumer's home or business.  Contaminants
such as lead,  Trihalomethanes  and Asbestos are  notoriously  inserted into the
water  supply after the treated  water leaves the plant.  Lead is known to leach
into drinking water from plumbing in the consumer's establishment or residence



Private and Confidential

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Cartis Incorporated

as well as from the municipal  distribution  system.  Even end users with copper
plumbing  can be at  risk  due to lead  solder  used to  connect  copper  pipes.
Trihalomethanes are a byproduct produced by chlorine  treatment,  which is known
to be a carcinogen.

More  details on the health  hazards  created by "unsafe"  water are recapped in
Exhibit B

Impact on the quality of living

*    Bad taste,
*    Bad odors,
*    Impracticality of use of bottled water for domestic needs.

Behavioral response of the consumer

Consumers  have  responded to an increasing  awareness of the health  dangers of
unsafe water with  substantial  purchases of bottled water and water  filtration
systems.

According to industry sources,  Americans drink an estimated 3.4 billion gallons
of bottled water  annually-about  12.7 gallons per  person-and  the numbers have
increased nearly 10% per year.

In a four (4) year test of one  hundred  three  (103)  brands of  bottled  water
conducted by the Natural Resources Defenses Council ("NRDC"),  it was found that
a third  (1/3) of the  tested  brands  contained  bacteria  or  other  chemicals
exceeding  the  industry's  own  guidelines or the most  stringent  state purity
standards. This data raises the question as to whether bottled water, in certain
instances, may be worse for the consumer than standard tap water.

Legislation has been initiated which would impose stricter labeling requirements
on the bottled water industry.  Further,  that proposed legislation seeks to set
standards  for  bacterial  and chemical  contamination,  which  parallels  those
standards  set for tap water.  Prior to the enactment of such  legislation,  the
bottled water industry has gone essentially unregulated.

The focus is currently on drinking water. The public will gradually realize that
the use of safe water for food  preparation  is equally  as  important  than for
drinking water.  Such a realization is expected to expand what is already a very
large market.




Private and Confidential

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Cartis Incorporated


                   SUMMARY OF TERMS/ SOURCES AND USES OF FUNDS


Securities Offered:      1,400,000 Shares of Common Stock

Price:                   $1.79 per Share.  The issuer  reserves the right at its
                         sole discretion to issue shares to investors who invest
                         amounts below the minimum investment of $100,000.

Amount:                  $2,500,000 principal amount (the "Maximum Amount")

Minimum Offering:        none

Dividends:               Only when and if declared by the Board of Directors.


Restrictions:            The  Shares  issued  will be restricted as that term is
                         defined by the Act and in accordance with Rule 144.

Use of Proceeds:         The net proceeds for the  Offering  will be in the form
                         of  a  letter  of credit of $2,000,000  for purchase of
                         inventory and the remaining $500,000  will be used  for
                         general working capital.


Offering Period:         Through July 1, 2000, unless  extended to no later than
                         October 1, 2000 in the sole discretion of the Company's
                         Board of Directors.

Investor Suitability:    The  Offering is made solely to "accredited investors,"
                         within  the  meaning  of Rule 501 of Regulation D under
                         the Act.




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Cartis Incorporated

                    1. THE INDUSTRY. DOMESTIC WATER TREATMENT

Water is tapped in the  ground  and  untreated  (private  wells) or from  wells,
rivers and lakes, treated and then transported by pipes to the households.

The  quality  of the  source  of  water  and the  wear  and  tear  of the  pipes
necessitate a mechanism of protection near the point of consumption  (household,
office-building, hospitals, dentists, schools etc.).

The  ideal  device  should  offer the same  advantages  as  chlorine  (bacterial
disinfecting   and   conservation  of  bactericidal   properties)   without  the
disadvantages of chlorine (toxic chemicals, dosage issues, treatment duration of
1/2 hour, change in odor and taste, health risks).

An effective  domestic water  treatment  device should deliver  healthy  potable
water  with  adequate  bacteriological   sustaining  qualities   (conservation),
containing all necessary minerals and void of unpleasant taste and odor.

Competing water treatment devices and technologies on the market today,  besides
CARTIS only  address  segmented  solutions,  none of which are as easy of use in
large  quantities,  comprehensive,  safe and  reliable  as the  CARTIS  process.
Management  believes that none of the available  methods  besides CARTIS provide
the assurance of reliable, safe and sustaining bacteria elimination,  containing
all necessary  minerals while  preventing the formation of limestone and void of
unpleasant taste and odor.

*    Filters only eliminate solid particles, such as mud, rust, dust etc.,
*    Chlorine treatment creates potential health risks,
*    Active carbon filters eliminate heavy metals, lead, asbestos, certain other
     unwanted   pollutants   and   chlorine,   but  expose  water  to  bacterial
     contamination  due to  lack  of  conservation  properties.  Carbon  filters
     rapidly become laden with bacteria and need to be replaced very frequently,
*    Active carbon filters do not kill bacteria;  therefore they are ineffective
     for the filtration of raw, untreated water regarding bacteria treatment,
*    UV lamps do kill bacteria,  but their effect is limited by the turbidity of
     water which is present in varying  degrees in all liquids,  and they do not
     provide anti-bacteria conservation to water,
*    Anti limestone  devices are effective for that specific  purpose,  but they
     deplete water of an essential mineral (Calcium),
*    Ozone treatment is effective at killing bacteria,  but water cannot be used
     immediately  and, once  eliminated,  ozone treatment does not provide water
     with any anti-bacterial conservation properties,
*    Reverse osmosis effectively  eliminates  bacteria but easily saturates,  de
     mineralizes  water,  requires  high pressure and provides  limited  output.
     Reverse  osmosis  is  mostly  applicable  to the  needs  of  pharmaceutical
     companies.




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Management  believes that none of the  technologies  actually  process raw water
from  wells and  rivers  and make it potable  without  the  addition  of harmful
(Chlorine)  or  unwieldy  (Ozone)   chemicals,   while  also  eliminating  solid
particles, heavy metals, lead, asbestos, pesticides and other unwanted pollution
and providing bactericidal conservation properties.


Existing Competing Devices

Domestic water treatment focuses on two objectives;

*    Purification of drinking water,
*    Elimination of limestone.

     A/ Water Purification

The main existing technologies for water purification are the following:

                  1/ Particulate filtration

Filters screen  particles from 1 to 50 microns (1  micron=0.001  mm). They allow
filtration of particles in  suspension  such as dust and mud, but do not provide
potable water.

                  2/ Reverse Osmosis

A French scientist  originally  discovered the phenomenon of osmosis in 1748 who
observed that water would diffuse  spontaneously  through a pig bladder membrane
into a parallel chamber of alcohol.  The movement of water from soils into plant
roots is an example of osmosis at work in nature.  Osmosis and its  counterpart,
reverse  osmosis,  for the next 200 years  was not much  more than a  laboratory
topic because natural  membranes were scarce and unreliable.  In the mid-1950's,
the work of Dr. S.  Sourirajan at UCLA and others  advanced the RO technology to
the point  where  artificial  membranes  could be  manufactured.  At that  time,
considerable  work was done for the U.S.  Office of Saline Water into methods of
desalination  with  research  emphasis  on  reverse  osmosis.   Since  bacterial
pollution is certainly the most  dangerous  form of pollution,  reverse  osmosis
systems  have been  implemented  to filter out  microorganisms  through a porous
membrane.

While these devices are successful in the  elimination  of bacteria,  their main
disadvantages are:

*    Rapid clogging,
*    High pressure requirements,
*    Low output,
*    Water demineralization,
*    No conservation.



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                 3/ Active Carbon

The world market for active carbon is 400,000 tons, of which 40% is dedicated to
water  purification.  This process is the most frequent in water  treatment.  It
eliminates:

*    Traces of chlorine,
*    Heavy metals,
*    Bad taste and bad odors.

Its main advantages are:

*    Ease of installation,
*    Low cost.

However,  the  disadvantages  of the active carbon systems place them in sub par
performance to the CARTIS products:

*    They do not kill bacteria,
*    Bacteria are trapped in the carbon filters,  where they breed and propagate
     with subsequent flushing in the water system,
*    The carbon  filter has to be  replaced  very  frequently.  Failure to do so
     represents a serious health hazard that is difficult to monitor.

                  4/ UV Treatment

Water is treated  with an  Ultra-Violet  beam that  decimates  bacteria  passing
through.

The effect of UV treatment is limited by the following factors:

*    The  turbidity or relative  cloudiness  of the water that acts as a screen,
     thereby preventing full treatment of the liquid,
*    Chlorine and other impurities, such as mud and heavy metals are untouched.

                  5/ Chemical Treatments

                           a/ Chlorine

The  addition  of  chlorine  to the  water  kills  bacteria  within  1/2 hour of
treatment.  Chlorine  provides  anti-bacteria  conservation  properties to water
after treatment.

*    Chlorine treatment however is restricted to bacteria,
*    Certain  by-products  of chlorine are  suspected  cancer  causing,  and the
     source of other possible health hazards,
*    Adequate and accurate  dosage of chlorine in water  requires  intricate and
     expensive measurement systems.




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                           b/  Ozone

Water is blended with ozone gas with immediate  effect on bacteria  elimination.
Its usage is  restricted to bacteria  treatment.  Water once treated can only be
utilized  after  complete  elimination  of  ozone.  Once  gone,  ozone no longer
protects  water from new  bacterial  contamination.  Unlike the CARTIS  process,
ozone treatment does not provide sustaining bactericidal properties.

Management believes that none of the above  technologies,  with the exception of
chlorine treatment, provide water with any bactericidal conservation.

         B/ Elimination of Limestone

Hard water contains  excessive  levels of the mineral  calcium and magnesium,  a
condition  found in 85% of the  United  States.  Hard  water  entails  limestone
build-up.  Limestone is created by the crystallization of calcium and magnesium.
Hard water shortens the life of household  plumbing and water-using  appliances,
makes cleaning and laundering  tasks more difficult and gradually  decreases the
efficiency of water heaters and appliances.

However,  both calcium and  magnesium  are  necessary  minerals for health,  for
comfort and for pH balance as a protection of water distribution systems.  Water
void of  calcium  becomes  acid and  harmful  to health  and to water  pipes and
equipment.

Existing  technologies  for  limestone  treatment  are water  softening  devices
(carbon filters) and electro- magnetic tartar control devices.

                  1/ Water Softeners

Hard water is formed by the crystallization of calcium and magnesium.  Softeners
remove  calcium  from water.  Hard water comes from the main water pipe into the
softener.  Inside the softener are thousands of tiny,  plastic  resin beads.  As
hard water passes  through these beads,  each bead attracts  hardness  minerals.
This  process is  referred to as ion  exchanging.  Water  without  the  hardness
minerals flows out of the softener and into the house as soft water.

After a period of time,  the resin  beads  need to be cleaned  because  they are
coated with hardness material.  The cleaning process involves the use of salt in
brine that flows from a salt tank into the  softener,  then flushes  through the
water system.

The main shortcomings of carbon softeners are:

The water,  once  treated is void of  calcium,  a  necessary  mineral  for human
health,

*    Bad odors develop quickly,
*    Water becomes acidic (low pH), causing damage t water pipes,
*    Bacteria are not killed.  Actually,  once trappe in the filters, they breed
     and develop and are eventually released in the water stream.




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                  2/ Electro-magnetic tartar control devices

These  devices  are  inexpensive.  They  create an  electro-magnetic  field that
prevents the bonding of limestone.  These devices however have a limited use due
to their short effective range.





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                      2. THE CARTIS PRODUCTS AND TECHNOLOGY

As outlined in the previous paragraphs, existing methods of water filtration can
treat one or more problems in water pollution.

*    Suppression of solid particles such as mud, rus or dust,
*    Suppression of chlorine,
*    Suppression of heavy metals,
*    Suppression of bad taste and odors,
*    Limited  bactericidal  treatment (UV - is affecte in varying proportions by
     water  turbidity,  present in all  liquids.  In the case of active  carbon,
     filters get polluted)

Management  believes that none of the available  methods currently on the market
meet the following requirements:

*    A reliable and sustained elimination of bacteria,
*    The ability to conserve  and/or  store water afte  treatment  and  maintain
     bactericidal properties,

                                       ***

Background

At the  end  of the  19th  century,  Louis  Pasteur  proved  the  anti-bacterial
properties of silver. Later on came the idea to combine the absorption abilities
of active carbon with the bactericidal benefits of silver.

Active carbon is made  primarily from organic,  living matter.  The raw material
that CARTIS uses is coconut shells.

The activation of carbon makes it extremely  finely  porous.  Carbon is normally
activated  by steam.  Regular  active  carbon  is an  excellent  filter,  due to
qualities of high absorption resulting from its finely intricate structure;  for
instance,  one gram of carbon  that would be  unwound  and spread out flat would
cover an area of 6,000 sq. feet.

Active   carbon   however  has  the  capacity  to  store  and  foster   bacteria
proliferation. Each cubic centimeter of active carbon has the capacity to retain
50 million  bacteria.  This critical  pollution  problem forces  frequent carbon
replacement.

In order to palliate the bacterial  infestation  problem,  attempts were made to
combine  active  carbon  and  silver.  The  combination  was  done  by  chemical
impregnation  of the active  carbon with silver  nitrate,  easier to handle than
pure silver.  The results of this  procedure did not show the desired  efficacy.
The  discharge of silver  dissolved  in the water was greater  than  permissible
limits  (0.01  mg/liter of water).  Also,  the  nitrates  neutralized  bacteria,
without actually killing them.

Several other  attempts were made to bond pure silver and active  carbon,  to no
economical  avail,  although the  bactericidal  properties of silver were widely
recognized.



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In 1993 Herve Gallion and Cyril Heitzler in collaboration  with a team of French
government  scientists at National Center of Scientific  Research "CNRS" took-up
the task to "silverize" active carbon.

The Center of  Technological  Resources for Plasma and Laser in cooperation with
the GREMI  laboratories  (part of CNRS)  undertook the  experiments  to bond the
internal  surface of active carbon with silver.  The  experiments,  which proved
eventually   successful,   resulted  in  the  an  industrial  process  which  is
economically viable:

*    The  granulated  or powdered  carbon is heated up to eliminate gas and most
     unwanted pollutants,
*    The active  carbon is then placed in a vacuum  chamber that  increases  the
     capacity of absorption, as well as prepares the carbon for ionization,
*    The  internal  and external  walls of the carbon are  bombarded  with ions.
     Ionization  breaks down the links between carbon  molecules and facilitates
     the  subsequent  chemical  bonding  (co-valence)  between  carbon  and pure
     silver,
*    The carbon is then placed in a cold plasma environment where pure silver is
     pulverized.  The plasma electromagnetic  environment allows strong covalent
     intra-molecular bonding between silver and active carbon,
*    The treatment  system obtained in this process  displays all the advantages
     of active  carbon  with the  bactericidal  properties  of  silver,  without
     discharge of unwanted silver.

In addition to perfecting an economically viable water treatment process, CARTIS
significantly  improved  on the  current  quality  of  the  best  active  carbon
currently available.

*    Water  erosion  of carbon is  important  due to the  angular  nature of the
     grains.  Erosion  shortens  the useful  life of carbon.  CARTIS  designed a
     process  to  round  out  the  carbon   particles,   thereby   significantly
     lengthening its use,
*    CARTIS significantly  increased the filtering capacity of carbon as part of
     its  treatment  in a cold  plasma  environment.  As a  result,  each  cubic
     centimeter of CARTIS  active  carbon has a sieving  surface of up to 20,000
     sq. feet,  three times larger that the best carbon  currently  available on
     the market,
*    While  competition  can trap and breed up to 50 million  bacteria per cubic
     centimeter,  CARTIS  has the  capacity  to trap and kill up to 150  million
     bacteria per cubic centimeter.

The current plant  capacity of CARTIS,  with nine reactors is sufficient for the
production of 50,000 cartridges monthly,

The French government recognized this new manufacturing process as an innovation
for which  the  Company  received  an award  from the  National  Agency  for the
Promotion of Research (ANVAR).

The new treatment  device was tested at sites  presenting a variety of different
water  problems such as  chlorinating,  bacteria,  particles  etc. Over the past
three  years,  close to a 1,500  devices  were sold to a wide variety of clients
including  upscale  hotels,  hospitals,   schools,  businesses,   embassies  and
households.  The product has met with total customer satisfaction,  as evidenced
by the fact that none of the units were  returned.  From a strong  manufacturing
base and encouraging results, the Company is gearing up for expansion. CARTIS is
first approaching the European market with the opening of a French subsidiary in
January 2000 where initial sales of 300 units have already been registered.



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Cartis Incorporated

Several  years of  cooperation  with  prestigious  world  health  organizations,
prominent  industrial  companies and several  various  government  agencies have
established the validity of the Company's product and technologies.

*    The CENTRAL WATER AUTHORITY of Mauritius (CWA),  jointly managed by the two
     world leading water companies  VIVENDI and LYONNAISE DES EAUX has certified
     that water treated by CARTIS is potable.  CWA is an important  reference in
     water  pollution  due to the  importance  of its research in an area of the
     world which is notorious for bacterial pollution.

*    Conservation of water and its  bactericidal  properties  after treatment is
     the foremost salient attribute of the CARTIS process.

     *    The PASTEUR  INSTITUTE in  Madagascar  ha conducted  several  tests on
          bacteria laden tanks  containing  shrimps with the CARTIS device.  The
          Institute  has  determined  that  shrimps,  after  immersion  in water
          treated by CARTIS were safe for human  consumption,  at par with water
          treated with chlorine.  The CARTIS  process had the same  bactericidal
          effect on shrimps as chlorine,  without that  chemical's  harmful side
          effects.

     *    One of the largest private agriculture and food concerns in the Indian
          Ocean rim countries, the ENL Group has tested the CARTIS technology on
          tomato  production.  They have determined that the CARTIS treatment is
          the only system capable of significantly  increasing the production of
          tomatoes, thanks to the bactericidal properties of the treated water.

*    Several tests performed by CARTIS with French  environmental  agencies have
     determined  that the CARTIS  treatment  eliminates  all traces of  bacteria
     remaining  after UV treatment.  They have also  determined  that the CARTIS
     process does not release silver,  a harmful heavy metal. Far from releasing
     silver,  the  treatment  in fact  reduces  the  amount of silver  naturally
     present in water.

These  tests  coupled  with the sale of close to 1,500  units in several  Indian
Ocean rim countries  and in Europe  to-date have proven the  reliability  of the
CARTIS system. The Company is planning rapid growth in Europe, as well as in the
US.

The CARTIS device is able to achieve the following results:

*    Elimination of all traces of chlorine,
*    Elimination of all traces of asbestos and heavy metals, lead included,
*    Elimination  of  limestone  deposits,   without  losing  water's  essential
     minerals such as calcium and magnesium,
*    Elimination of bacteria,
*    Conservation properties. Water has the ability to maintain its bactericidal
     properties after treatment,  thanks to the creation of active oxygen in the
     treatment  process.  When water passes  through the CARTIS  cartridge,  the
     minerals  contained  in water  interact  with  the  silvered  carbon  in an
     electrolyte, with the resulting creation of active oxygen. The oxygen gives
     water a natural  oxidation  property  that is an  efficient  radical  agent
     against  bacteria   contamination.   Conservation  provides  water  with  a
     bactericidal power at least equal to chlorine's,  without the use of cancer
     causing chemicals.



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*    Elimination of bad taste and bad odors,
*    The  quality of treated  water is often  equal or  superior  to bottled and
     spring water,
* The cost of treated water is pennies a gallon.

The first CARTIS  product  currently  on the market is the Potable  Water System
(PWS300).  The second  product,  the Swimming  Pool System  (SPS10) is currently
being tested at beta sites in France and in Mauritius.

The PWS300

The  PWS300  system is  adapted  to  household  consumption,  cooking  and other
domestic needs. Its output is 300 liters per hour (80 gallons).  The addition of
an optional storage tank satisfies  increased  punctual needs, such as shower or
bath and laundry.

In addition to the treatment of municipal water, the PWS300 is also particularly
suited to treat well water.  Outside of major cities,  the majority of drinkable
water comes from  individual  wells,  by the tens of  millions in the  developed
world alone.

The anti  limestone  qualities  of the  device are of  crucial  importance.  The
bonding and deposit of two minerals present in water create limestone, which are
otherwise essential to its proper balance: calcium and magnesium.

Problems derived from calcium deposits have expensive consequences.  Water pipes
and  appliances  that utilize warm water would reduce  efficiency and eventually
clog.  They would need to be  serviced,  or replaced  regularly  at  substantial
expense. The CARTIS process eliminates that expense and inconvenience.

The SPS10

The SPS10,  a system to treat the water in swimming  pool already  exists and is
currently installed at beta sites in Mauritius and in France. This Swimming Pool
System is designed to replace all products and chemicals needed in the upkeep of
a  swimming  pool.  The  water  obtained  is free of algae and  chlorine,  which
irritates the eyes and damages the hair, and is of drinking water quality.

*    Placed  behind a sand  filter,  the SPS10  system has a  capacity  to treat
     10m3/hour.
*    The swimming  pool  cartridge  has a life  expectancy of three years for an
     average private pool.

Marketing  of the SPS10 is  scheduled  to start  initially in France by year-end
2000.




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The HPS10

The HPS10 system was developed for agricultural use, specifically for the use in
hydroponics.  In this method of soil-free vegetable  production,  the quality of
water is of the utmost importance,  since plants  contaminated with bacteria die
within hours.

Studies  have been  carried out in the  soil-free  cultivation  of tomatoes at a
major tomato grower. Traditionally, the grower suffers an annual loss of 50 % of
their tomato heads due to water borne bacteria pollution.

After  installing  an HPS 10 in  their  greenhouse,  the  loss of  tomato  heads
dramatically declined and the tomato yield increased more than twofold.

                                       ***

Installation and Maintenance

The PWS300 is installed  quickly,  without special  skills.  The system hooks up
directly to the household water intake.

In a household,  it is placed  either on the kitchen water pipe for drinking and
cooking use, or on the main household water pipe for wider usage.  When the user
intends to go beyond drinking and food  preparation,  a storage tank is added to
meet the requirements of larger punctual water needs.

The time necessary for installation is approximately  one hour. The installation
procedure  involves  the mounting of the unit on a wall next to the water intake
and the connection of the unit to the water pipe either with a flexible or rigid
connector. The diameter of the connector in and out of the device is 3/4 inch.

The  installed  device is  plugged  into a regular  electrical  wall  outlet.  A
complete set of instructions is supplied with the unit.

A CARTIS sales agent who offers  maintenance  contracts to their clients handles
the maintenance of the unit.

Maintenance  is  recommended at the earlier of two years of use, or usage of 300
cubic meters of water. The maintenance schedule includes:

*    Replacement of the first filter with a sieving capacity of 5 micron.
*    Replacement of the CARTIS cartridge,
*    General maintenance of the unit, as well as the UV chamber.

A system of  tele-monitoring  of the units  will be offered by the agents in the
near future, once their installed client base has reached a critical mass of 200
units.




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Tele-monitoring permanently controls:

*    The UV lamp,

*    The remaining  life of the CARTIS filter,
*    The electrical connections of the device,
*    The proper  functioning of optional  equipment,  such as the anti-limestone
     and anti-nitrate devices, etc.,
*    Connection to smoke and burglary alarm.


An electronic  box is  incorporated  to the device,  and connects to all checked
components.  Malfunction  would trigger an alarm placed on the device itself, or
remotely by telephone to the operator.






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                                 3. COMPETITION



The Company  competes  with many other  companies  that supply water  filtration
products.  Marketers  of carbon  filters,  UV lamps,  water  softeners,  electro
magnetic anti plaque systems are all direct competitors.

The "pour through"  carafe type product  normally kept in the  refrigerator  and
used in the kitchen is also a competing product.  Several  companies,  including
Brita,  Discovery  Engineering,  Rubbermaid and others compete in the pitcher or
carafe products market segment. However, these competing products merely rely on
active  carbon  filtration  process,  a  significantly  inferior  technology  to
Cartis'.

The Company also competes with the bottled water  industry,  such as The Perrier
Group of America,  Inc. (which includes Arrowhead Mountain Spring Water,  Poland
Spring,  Ozark Spring Water,  Zephyrhills Natural Spring Water, Deer Park, Great
Bear and Mountain Ice) and Great Brands of Europe (which  includes Evian Natural
Spring Water and Dannon Natural Spring Water)

The PWS 300 retails for approximately $1,500. The cost of maintenance is low and
occurs only every two years.  Management  believes  that the price of the device
compares very  favorably to other,  less efficient  systems,  as recapped by the
schedule  below.  It is  noted  that  the  "positive  attributes"  of all  other
competing systems are shared by CARTIS, except for general awareness,  price and
maintenance while none of the "negative attributes" are.





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<TABLE>
<CAPTION>
PROCESS               POSITIVE ATTRIBUTES                     NEGATIVE ATTRIBUTES                       PRICE
------------          --------------------------------        -----------------------------             ----------
<S>                   <C>                                     <C>                                       <C>
SOFTENERS             -Best known system.  Reference in       -Removes Calcium, an essential            $2,300 to
                       the industry                            mineral                                  $3,800
                      -Removes limestone                      -Adds Sodium
                      -Handles needs for entire houses        -Lowers the pH
                                                              -Makes washing difficult
                                                              -Bad taste
                                                              -Risks of bacteria contamination
                                                              -Costly to maintain
------------          --------------------------------        -----------------------------             ----------
Electro magnetic      -No limestone formation                 -Efficient only for a few feet            $250 to $800
ANTI PLAQUE           -No change in water balance             -No effect on water
                      -No maintenance
------------          --------------------------------        -----------------------------             ----------
ACTIVE                -Eliminates bad taste and odor          -Short life span                          $15 to $150
CARBON                -Eliminates Chlorine, heavy metals,     -Bacteria pollution
                       pesticides                             -Hazardous usage
                      -Inexpensive
------------          --------------------------------        -----------------------------             ----------
UV LAMPS              -Little maintenance                     -No conservation of water                 $250 to $3,000
                      -Bacteria elimination                   -Incomplete bacteria destruction
                                                              -No improvement in taste
------------          --------------------------------        -----------------------------             ----------
FILTERS               -Ease of use                            -Gets polluted                            $15 to $700
                      -Filters particles in suspension        -Clogs easily
                      -Low price                              -Does not improve taste
                                                              -Short useful life
------------          --------------------------------        -----------------------------             ----------
OZONE                 -Kills bacteria                         -Short useful life                        $6,000 to
                      -Not a chemical                         -No water conservation                    $60,000
                                                              -Difficult usage
                                                              -Not suited for households
------------          --------------------------------        -----------------------------             ----------
REVERSE               -Filters out bacteria and most          -Low output                               $950 to $7,000
OSMOSIS                pollutants                             -De mineralizes water
                                                              -No water conservation
                                                              -Clogging
                                                              -High price
------------          --------------------------------        -----------------------------             ----------
</TABLE>





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                            4. ORGANIZATION STRUCTURE

Management.

*    The undertaking to provide an adequate  potable water  treatment  device to
     the world  market was  initiated  in 1993 by Herve  Gallion,  a  successful
     businessman.  His lieutenant,  Cyril Heitzler, an engineer, assisted him in
     the  conceptualization and the implementation of the new device. They hired
     the services of CNRS,  the prominent  French  government's  research arm to
     develop the technology to bond active carbon and silver by co-valence. They
     eventually  hired Mr.  Serigne  Dioum,  the  engineer  who was  their  main
     interface at CNRS.

*    The Company will  gradually  establish  sales  subsidiaries  in each of the
     markets in partnership with local  professionals.  The first subsidiary was
     established in France. Cartis France is 49% owned by the Company and 51% by
     ASAP, a French distribution  company.  The General Manager of Cartis France
     is Patrick Martin, a successful businessman.

*    Immediately  after the private  placement,  Cartis  Inc.  expects to hire a
     Chief Financial Officer and a Marketing Manager for the US.

HERVE GALLION.  Mr. Gallion is the founder of CARTIS,  where he currently serves
as Chief  Executive  Officer and President.  Mr.  Gallion has a vast  experience
successfully  running  companies  over the past 30 plus years.  Prior to CARTIS,
from  1966 to 1992,  Mr.  Gallion  was  founder  and  manager  of an auto  parts
distribution  company,  registered under his name,  founder and manager of SCAME
S.A., a manufacturer  and distributor of fertilizers,  owner and manager of SIF,
s.c.p.,  a  professional  training  company.  From  1988 to 1992,  he also was a
consultant for SOMELEC S.A., a company engaged in the environmental business.

CYRIL  HEITZLER.  Mr.  Heitzler is the co-founder of CARTIS,  where he currently
serves as General  Manager of CEFCA  Industrie,  the wholly owned  manufacturing
subsidiary of Cartis,  Inc. Mr. Heitzler is also a Director of Cartis,  Inc. Mr.
Heitzler  has  been   involved   with  the  Company  or  with  its   predecessor
organizations  since 1993.  Since that time,  Mr.  Heitzler has been involved in
R&D, Production, Marketing, Finance and General Management. Mr. Heitzler holds a
diploma in Mechanical Engineering and Computer Integrated Manufacturing from the
Mache College in Lyons, France.

SERIGNE  DIOUM.  Mr.  Dioum is in charge of R&D and  production  for the Company
since  1997.   Prior  to  joining   Cartis,   Mr.  Dioum  developed  the  CARTIS
manufacturing technology at CNRS, the French government's research arm. While at
CNRS, he specialized  in low pressure,  cold plasma and in laser  research.  Mr.
Dioum holds a Master of Physics and two  Doctorates in Combustion and Propulsion
and in Plasma Research from the University of Orleans, France..

PATRICK MARTIN. Mr. Martin is the 51% owner of Cartis France, indirectly through
the holding  company ASAP s.a.r.l.  Besides his ownership in Cartis France,  Mr.
Martin owns and manages three other companies, two of which are well-established
distributors of utility  services and water. The third company that he owns is a
distributor of telephone and computer equipment and services.  In all cases, the
network of  professionals  involved in the three companies are dealing  directly
with the household consumer, prime market of Cartis.



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Cartis Incorporated

Production


*    CEFCA Industrie.

The  production  of the CARTIS  cartridge  is handled by CEFCA,  a wholly  owned
subsidiary of Cartis,  Inc., located in Orleans,  France.  CEFCA is set up in an
industrial  park and occupies 1200 square meters housing the  production  plant,
the production workshops and the quality control department.

*    Production in China

PHASE D, a company established in Tanjin,  100km from Beijing is one of the main
subcontractors of CARTIS. Phase D produces the specialty moldings from which the
plastic casings of the PWS are injected.  They design and manufacture  molds for
plastic components produced by six (6) injection-molding presses with a capacity
of 20 to140 tons.  They also  produce  electronic  circuit  boards and perform a
range  of  fabrication  and  assembly  operations.  Phase D  employs  70  people
including  15  professionals  and 6  French-speaking  natives  of  China.  Their
existing capacity for the PWS 300 is 5,000 units monthly.

*    UV Lamps. Phillips, the Dutch Electronics Company, supplies the UV lamps.

                                       ***

Sales & Marketing-Distribution

The  distribution  of CARTIS  products  is and is  expected  to  continue  to be
performed in each geographical market by a distribution company, in which CARTIS
will either have a majority or  minority  participation.  The CARTIS  partner in
each distribution  company is expected to have a solid, proven reputation in the
distribution of water treatment devices.

The  Distribution  Company bears all the costs associated with the marketing and
promotion of the CARTIS products in their  territory.  In particular,  they each
will employ several sales reps.

Cartis, Inc. provides the distribution companies with the following support:

*    A unique product,
*    A product very competitively priced,
*    Technical, promotional and marketing support,
*    Availability of software and equipment for Tele monitoring of the installed
     base,
*    Tele  monitoring,  besides a  profitable  maintenance  item,  helps  create
     permanent ties to the client's base.

The  Distribution  Company in turn  wholesales  the CARTIS units to a network of
Authorized  Sales   Representatives.   These  sales  representatives  are  water
specialists, or plumbers selling to the end users.




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The  participants  in the sales  effort  share the mark-up  along the  following
schedule:

*    Cartis  retains  40% of the  sale  price.  This  covers  the all  costs  of
     manufacture and allocation of corporate overhead,
*    The Distribution Company retains 30% of the sal price,
*    The Authorized Sales Agent retains 30% of the sales price.

These  percentages  only apply to  hardware.  The  disposables  and the  service
contracts for Tele-  Monitoring  add  substantial  benefits to the  Distribution
Company and the Authorized Sales Agents.

The first instance of the CARTIS distribution organization is CARTIS France.

CARTIS  France,  51% owned by an outside party,  handles all inventory  needs of
CARTIS on the French territory.

The company sets up the commercial  infrastructure for the whole territory, with
the  exclusive  mission to sign-up  sales  agents who in turn are the  exclusive
CARTIS Authorized Sales Representatives ("ASR) for eventual resale to consumers.

The typical ASR is

*    A water treatment specialist, or
*    A large plumbing enterprise, or
*    A company in a related field in need of diversification.

Quality  control  is  monitored  by CARTIS  France  who  trains  all  agents and
centralizes the award of sales licenses.

Each ASR receives a package of 10 PWS300, plus ancillary equipment.

In addition, supporting material includes:

*    10 guaranty documents and instruction manuals,
*    250 promotional materials "water is life",
*    Training  on the  subject  of  domestic  water  treatment,  information  on
     competing products, on the CARTIS technology and on the CARTIS software.

In order to  retain  their  status of  Authorized  Sales  Representative  for an
allocated  geographic area, each ASR must reorder their  pre-determined quota of
units on a monthly basis.

The low price of the sign-up  package,  and the attractive  profit  potential is
already eliciting a positive response from the marketplace.

                                       ***




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Promotion and advertising.

CARTIS is gearing up the promotion of its products. In France, current marketing
promotional  support includes a sales brochure,  a poster and advertising in the
specialized periodicals "Health" and "House".

Additionally,  the company  participates  to  international  trade shows such as
Pollutec and Batimat.

Over time and market by market,  CARTIS will expand its advertising  coverage to
include, either directly or on a co-op basis professional journals,  newspapers,
radio and television.




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                                   5. PATENTS

The Patent Office  Bugnion in Geneva,  Switzerland  filed an inventor  patent on
behalf of Herve  Gallion on April 22, 1997.  The filing was done with the Office
National de Propriete  Industrielle  Suisse,  file number  09234/97  case 1, and
224/97, case 2.

Patent  protection was extended  internationally  with a PCT  application  dated
April 22, 1998, file number 98/00610.

A second filing  intended to finalize the complete  protection of the technology
subsequently completed the first Swiss filing. Both filings were merged into one
for the international filing.

The PCT filing was  published in the  International  Register  (WO  98/47819) on
October 29, 1998.  The register  provides a list of protected  countries,  which
includes the main world countries.

The initial international  research on the Company's patent surfaced three class
X claims,  which  potentially could question some of the claims of the Company's
patents. The competing claims originate from two patents named Nice and Someya.

In fact, the Patent Office Bugnion and management do not believe that the claims
of these two competing  patents  represent a threat to the Company's  technology
protection.  The official answer of the Company and its advisers, which is to be
given to the Paten's  Office  within the next few months will point out that the
technology of the third parties patents is radically different from Cartis'.

Contrary to the Company's, the two competing patents are not based on co-valence
between  the metal and the filter.  Their  technology  involves  the mixing of a
porous support and metal in a weak bondage (the Van der Waals method), while the
Cartis process of co-valence  permanently  bonds pure silver to active carbon in
an inter-molecular  connection.  While the competing technologies allow the weak
connection between filter and metal to release dangerous heavy metal, the Cartis
process does not.

In conclusion,  the Someya and Nice  technologies  are severely limited in their
application  to potable  water  since the release of silver  nitrates  causes an
important health problem.




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                                 6. RISK FACTORS

         1. Operating  History.  Although the Company has been in business since
March 1997, it is mostly recently  starting to exit the development  stage as it
is beginning to widely distribute  products that utilize the CARTIS system.  Due
to the Company's  operating history and limited resources,  among other factors,
there can be no assurance that  profitability or significant  revenue will occur
in the future. The ability of the Company to establish itself as a going concern
is  dependent  upon the receipt of  additional  funds from  operations  or other
sources to continue its activities.

         2. Financing Needs. Even though management believes, without assurance,
that it will obtain  sufficient  capital with which to implement  its  expansion
plan,  the Company is not  expected  to proceed  with its  expansion  without an
infusion of capital. In order to obtain additional equity financing,  management
may be required to dilute the  interest  of  existing  shareholders  or forego a
substantial interest of its revenues,  if any. Without an infusion of capital or
profits  from  operations,  the  Company is not  expected  to  proceed  with its
expansion  as planned.  While the Company  anticipates  the receipt of increased
operating  revenues,  such increased  revenues cannot be assured.  Further,  the
Company may incur  significant  unanticipated  expenditures,  which  deplete its
capital at a more rapid rate  because of among  other  things,  the stage of its
business,  its limited  personnel and other resources and its lack of widespread
client  base and  market  recognition.  Because  of  these  and  other  factors,
management  is  presently  unable to predict what  additional  costs the Company
beyond those currently  contemplated  might incur. The Company has no identified
sources  of  additional  capital  funds,  and  there  can be no  assurance  that
resources will be available to the Company when needed.

         3.  Dependence on  Management.  The possible  success of the Company is
expected to be largely  dependent on the  continued  services of its  President,
Herve Gallion.  Virtually all decisions  concerning the marketing,  distribution
and sales of the Company's  products and services will be made or  significantly
influenced by the Company's officers. These officers are expected to devote only
such time and  effort to the  business  and  affairs  of the  Company  as may be
necessary to perform their  responsibilities as executive officers.  The loss of
the services of any of these officers would adversely  affect the conduct of the
Company's business and its prospects for the future.

         4. Limited  Distribution  Capability.  The Company's success depends in
large part upon its ability to distribute its products and services. As compared
to the  Company,  which  lacks the  financial,  personnel  and  other  resources
required to compete with its larger, better-financed competitors,  virtually all
of the Company's  main  competitors  or potential  competitors  have much larger
budgets for  securing  customers.  Although  the  Company has entered  into some
agreements  for the  marketing  and  distribution  of its  products,  these have
produced only limited  revenues to date.  Depending  upon the level of operating
capital  or  funding  obtained  by the  Company,  management  believes,  without
assurance,  that it will be  possible  for the  Company  to  attract  additional
customers for its products and services. However, in the event that only limited
funds are available from operations or obtained,  the Company  anticipates  that
its limited  finances and other resources may be a  determinative  factor in the
decision to go forward with planned expansion.  Until such time, if ever, as the
Company is  successful  in generating  sufficient  cash flow from  operations or
securing  additional  capital,  of which  there is no  assurance,  it intends to
continue marketing its products through its current  distribution  arrangements.
However, the fact that these arrangements have not thus far produced significant
revenue may adversely impact the Company's chances for success.

         5. Inability to expand its Infrastructure.  The Company may be required
to expand and adapt its infrastructure as the number of units ordered and number
of different products produced increases.  The expansion  and  adaptation of the



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Company's  infrastructure  will require substantial  financial,  operational and
management resources. There can be no assurance,  however, that the Company will
be able to expand  or adapt  its  infrastructure  to meet  additional  demand or
customers' changing requirements on a timely basis, at a commercially reasonable
cost,  or at all, or that the Company  will be able to deploy  successfully  any
necessary  infrastructure  expansion.  Any  failure of the Company to expand its
infrastructure,  as needed,  on a timely basis or to adapt to changing  customer
requirements or evolving industry standards could have a material adverse effect
on  the  Company's  overall  business,   financial   condition  and  results  of
operations.

         6. High  Risks  and  Unforeseen  Costs  Associated  with the  Company's
Expanded Entry into the water purification  Industry.  There can be no assurance
that the costs for the establishment of Partnership arrangements and creation of
a client base for its products and services  will not be  significantly  greater
than those estimated by Company  management.  Therefore,  the Company may expend
significant  unanticipated  funds or  significant  funds may be  expended by the
Company without development of additional markets for its products. There can be
no assurance  that cost  overruns will not occur or that such cost overruns will
not  adversely  affect  the  Company.  Further,   unfavorable  general  economic
conditions and/or a downturn in customer confidence could have an adverse affect
on the Company's business.  Additionally,  competitive  pressures and changes in
customer  mix,  among  other  things,  which  management  expects the Company to
experience in the uncertain event that it achieves commercial  viability,  could
reduce the Company's gross profit margin from time to time.  Accordingly,  there
can be no assurance that the Company will be capable of establishing itself in a
commercially viable position in local, state, nationwide and international Water
Purification markets.

         7. Significant Customer and Product  Concentration.  To date, a limited
number of customers and distributors have accounted for substantially all of the
Company's  revenues with respect to product sales.  The Company has entered into
limited distributorship  agreements.  Therefore,  there is no assurance that the
Company  will be able to obtain  adequate  distribution  of its  products to the
intended end user. The Company's  ability to achieve revenues in the future will
depend in  significant  part upon its  ability  to  improve  existing  products,
develop new products and provide  support to existing and new  distributors,  as
well as the  condition  of its  distributors.  As a  result,  any  cancellation,
reduction  or delay may  materially  adversely  affect the  Company's  business,
financial  condition and results of  operations.  There can be no assurance that
the  Company's  revenues will increase in the future or that the Company will be
able to support or attract customers.

         8. Fluctuations in Results of Operations.  The  Company has experienced
and may in the future  experience  significant  fluctuations in revenues,  gross
margins and operating results. As with many developing  businesses,  the Company
expects that some orders may not  materialize or delivery  schedules may have to
be  deferred  as a result of  changes  in  customer  requirements,  among  other
factors. As a result, the Company's operating results for a particular period to
date  have been and may in the  future be  materially  adversely  affected  by a
delay,  rescheduling  or  cancellation  of even one  purchase  order.  Moreover,
purchase  orders are often  received  and accepted  substantially  in advance of
shipment, and the failure to reduce actual costs to the extent anticipated or an
increase in anticipated costs before shipment could materially, adversely affect
the gross  margins for such order,  and as a result,  the  Company's  results of
operations. A delay in a shipment near the end of a particular quarter, due, for
example,  to  an  unanticipated  shipment  rescheduling,   to  cancellations  or
deferrals by customers or to unexpected  manufacturing  difficulties,  may cause
net revenues in a particular quarter to fall  significantly  below the Company's
expectations and may materially adversely affect the Company's operating results
for such  quarter.  Large  portions  of the  Company's  expenses  are  fixed and



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difficult to reduce should  revenues not meet the Company's  expectations,  thus
magnifying the material  adverse effect of any revenue  shortfall.  Furthermore,
announcements by the Company or its competitors of new products and technologies
could  cause  customers  to  defer  purchases  of the  Company's  products  or a
reevaluation of products under  development,  which would  materially  adversely
affect the Company's  business,  financial  condition and results of operations.
Additional  factors that may cause the  Company's  revenues,  gross  margins and
results of  operations  to vary  significantly  from  period to period  include:
product development,  patent processing,  manufacturing efficiencies,  costs and
capacity  and the timing of  availability  of new products by the Company or its
customers, usage of different distribution and sales channels;  customization of
systems;  and general  economic  and  political  conditions.  In  addition,  the
Company's results of operations are influenced by competitive factors, including
the pricing and availability of and demand for, competitive products. All of the
above  factors are  difficult  for the company to  forecast,  and these or other
factors could  materially  adversely  affect the Company's  business,  financial
condition  and results of  operations.  As a result,  the Company  believes that
period-to-period  comparisons are not  necessarily  meaningful and should not be
relied upon as indications of future performance.

         9.  Potential for Changes or Unfavorable  Interpretation  of Government
Regulation.  In the  unlikely  event the  government  were to regulate the water
purification  industry,  it might have a material  adverse effect on the sale of
such  products  by the  Company to such  customers.  It is more  likely that the
government would regulate the bottled water industry, as water which the Company
normally  treats has already  passed  through the standard  tap water  treatment
process and is therefore  already in compliance  with  Federal,  state and local
standards.  The regulatory  environment in which the Company operates is subject
to change.  Regulatory  changes,  which are affected by political,  economic and
technical  factors,  could  significantly  impact the  Company's  operations  by
restricting development efforts by the Company and its customers, making current
products  obsolete,  making  the  water  purification  products  more  costly or
increasing the  opportunity  for  additional  competition.  Any such  regulatory
changes  could  have  a  material  adverse  effect  on the  Company's  business,
financial  condition  and  results  of  operations.  The  Company  might deem it
necessary or advisable to alter or modify its products to operate in  compliance
with such  regulations.  Such  modifications  could be extremely  expensive and,
especially if subject to regulatory review and approval, time-consuming.

         10. No Assurance of Product Quality.  Performance and Reliability.  The
Company  expects  that its  distributor  and their  customers  will  continue to
establish  demanding  specifications  for quality,  performance and reliability.
Although the Company attempts to only deal with manufacturers who adhere to good
manufacturing  practice standards,  there can be no assurance that problems will
not occur in the future with respect to quality,  performance,  reliability  and
price. If such problems occur,  the Company could  experience  increased  costs,
delays in or  cancellations  or  rescheduling of orders or shipments and product
returns and discounts,  any of which would have a material adverse effect on the
Company's business, financial condition or results of operations.

         11.  Future  Capital   Requirements.   The  Company's   future  capital
requirements  will depend upon many factors,  including the  development  of new
water  purification   products,   possible  requirements  to  maintain  adequate
manufacturing facilities, the progress of the Company's research and development
efforts,  expansion of the Company's  marketing and sales efforts and the status
of competitive products and services.  The Company believes that it will require
additional funding in order to fully exploit its plan for operations.  There can
be  no  assurance,  however,  that  the  Company  will  secure  such  additional
financing.  There can be no  assurance  that any  additional  financing  will be
available  to the Company on  acceptable  terms,  or at all.  If issuing  equity
securities   raises   additional   funds,   further  dilution  to  the  existing
stockholders will result.



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If adequate funds are not available, the Company may be required to delay, scale
back or eliminate  its research and  development  or  manufacturing  programs or
obtain funds through  arrangements  with partners or others that may require the
Company to relinquish rights to certain of its existing or potential products or
other assets.  Accordingly,  the inability to obtain such financing could have a
material  adverse  effect on the  Company's  business,  financial  condition and
results of operations.

         12. Uncertainty Regarding Protection of Proprietary Rights. The Company
attempts  to  protect  its   intellectual   property  rights  through   patents,
trademarks,  secrecy agreements,  trade secrets and a variety of other measures.
However,  there can be no assurance  that such  measures  will provide  adequate
protection  for the Company's  trade secrets or other  proprietary  information,
that  additional  disputes  with respect to the  ownership  of its  intellectual
property rights will not arise,  that the Company's trade secrets or proprietary
technology  will not  otherwise  become known or be  independently  developed by
competitors  or  that  the  Company  can  otherwise   meaningfully  protect  its
intellectual property rights. There can be no assurance that any patent owned by
the Company will not be invalidated, circumvented or challenged, that the rights
granted  thereunder will provide  competitive  advantages to the Company or that
any of the Company's  pending or future patent  applications will be issued with
the scope of the claims sought by the Company, if at all. Furthermore, there can
be no assurance  that others will not develop  similar  products,  duplicate the
Company's  products or design  around the  patents  owned by the Company or that
third parties will not assert intellectual  property infringement claims against
the Company.  In addition,  there can be no assurance that foreign  intellectual
property laws will adequately protect the Company's intellectual property rights
abroad.  The failure of the Company to protect its proprietary rights could have
a material  adverse effect on its business,  financial  condition and results of
operations.  Litigation  may be necessary to protect the Company's  intellectual
property rights and trade secrets, to determine the validity of and scope of the
proprietary  rights of others or to defend  against  claims of  infringement  or
invalidity.  Such litigation could result in substantial  costs and diversion of
resources and could have a material  adverse  effect on the Company's  business,
financial  condition and results of  operations.  There can be no assurance that
infringement,  invalidity,  right to use or ownership claims by third parties or
claims  for  indemnification  resulting  from  infringement  claims  will not be
asserted  in the  future.  If any claims or actions  are  asserted  against  the
Company,  the  Company  may  seek to  obtain  a  license  under a third  party's
intellectual property rights. There can be no assurance, however, that a license
will be available  under  reasonable  terms or at all. In  addition,  should the
Company  decide to litigate  such  claims,  such  litigation  could be extremely
expensive and time consuming and could materially adversely affect the Company's
business,  financial  condition  and results of  operations,  regardless  of the
outcome of the litigation.

         13. Ability to Grow. The Company expects to grow through  acquisitions,
internal growth and by expansion of its Partnership relationships.  There can be
no assurance that the Company will be able to create a greater market  presence,
or if such market is  created,  to expand its market  presence  or  successfully
enter other markets.  The ability of the Company to grow will depend on a number
of  factors,  including  the  availability  of working  capital to support  such
growth,  existing  and emerging  competition,  one or more  qualified  strategic
alliances and the Company's ability to maintain sufficient profit margins in the
face of pricing  pressures.  The Company  must also  manage  costs in a changing
regulatory  environment,  adapt its  infrastructure  and systems to  accommodate
growth within the niche market which it has created.

         14 Competition.  The water filtration  industry is highly  competitive,
with several major companies involved.  The Company will be competing with these
larger competitors in international,  national,  regional and local markets.  In
addition,  the Company may  encounter  substantial  competition  from new market
entrants.  Many of the  Company's  competitors  or  potential  competitors  have
significantly greater name recognition and have greater marketing, financial and
other resources than the Company.  There  can  be  no assurance that the Company



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will be able to complete effectively against such competitors in the future. The
Company  competes  with  many  other  companies  that  supply  water  filtration
products.  One  competitive  product  would be the "pour  through"  carafe  type
product  normally  kept in the  refrigerator  and used in the  kitchen.  Several
companies, including Brita, Discovery Engineering, Rubbermaid and others compete
in the pitcher or carafe products market segment which, are directly competitive
to  the  CARTIS   Water   Dispenser.   However,   the   Company   has  the  only
water-dispensing  unit  that is  actually  a water  filtration  process,  making
delivery of water  unnecessary  and  refilling  of pitcher  units a thing of the
past.  The leading  company in the pitcher  category is Brita.  The Company also
competes with other  companies that supply bottled water,  including The Perrier
Group of America,  Inc. (which includes Arrowhead Mountain Spring Water,  Poland
Spring,  Ozark Spring Water,  Zephyrhills Natural Spring Water, Deer Park, Great
Bear and Mountain Ice) and Great Brands of Europe (which  includes Evian Natural
Spring Water and Dannon Natural  Spring  Water).  The Company also competes with
numerous  regional  bottle  water  companies  located in the  United  States and
Canada.  The  Company  expects  that  more  competitors  will  enter  the  water
filtration  products  market,  resulting  in even  greater  competition  for the
Company.  Many of the companies with whom the Company currently competes, or may
compete in the future, have greater financial,  technical,  marketing, and sales
resources, as well as greater name recognition than the Company. There can be no
assurance  that  the  Company  will  have  the  resources  required  to  respond
effectively to market or technological changes or to compete successfully in the
future,  although it's alliances provide certain  advantages in these regards as
does the Company's patent position.

         15. Possible  Adverse Affect of Fluctuations in the General Economy and
Business of Customers.  Historically, the general level of economic activity has
significantly  affected the demand for new technology products.  There can be no
assurance that an economic  downturn  would not adversely  affect the demand for
the Company's products and services.

         16. Lack of Working Capital  Funding  Source.  Other than revenues from
the sale of its products,  which revenues have yet to produce a significant  net
profit,  the Company has no current source of working capital funds,  and should
the Company be unable to secure  additional  financing on acceptable  terms, its
business,  financial  condition,  results of operations  and liquidity  would be
materially adversely affected.

         17. Uncertainty of Market  Acceptance.  The future operating results of
the Company  depend to a significant  extent upon the continued  development  of
products and services  deemed  necessary,  useful,  convenient,  affordable  and
competitive.  There can be no  assurance  that the  Company  has the  ability to
continuously  introduce  propriety  products and services  into the  marketplace
which will  achieve the market  penetration  and  acceptance  necessary  for the
Company to grow and become profitable on a sustained basis, especially given the
fierce competition that exists from companies more established and well financed
than the Company.

         18.  International  Operations;  Risks of Doing  Business in Developing
Countries. The Company anticipates that international sales will result from its
various  contacts  overseas  and that these  sales will  account for more of its
revenues  from  product  sales  for  the  foreseeable   future.   The  Company's
international  sales may be denominated in foreign or United States  currencies.
The Company does not currently engage in foreign currency hedging  transactions.
As a result,  a decrease  in the value of  foreign  currencies  relative  to the
United States  dollar could result in losses from  transactions  denominated  in
foreign currencies.  With respect to the Company's  international sales that are
United  States  dollar-denominated,  such a decrease  could  make the  Company's
products  less  price-competitive.  Additional  risks  inherent in the Company's
international  business  activities include changes in regulatory  requirements,
costs  and  risks of local  customers  in  foreign  countries,  availability  of




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suitable export financing,  timing and availability of export licenses,  tariffs
and other trade barriers,  political and economic  instability,  difficulties in
staffing and managing foreign operations, difficulties in managing distributors,
potentially  adverse tax consequences,  foreign currency exchange  fluctuations,
the burden of complying with a wide variety of complex foreign laws and treaties
and the possibility of difficulty in accounts  receivable  collections.  Some of
the  Company's  customer  purchase  agreements  may be governed by foreign laws,
which may differ  significantly  from U.S. laws.  Therefore,  the Company may be
limited in its  ability  to enforce  its  rights  under such  agreements  and to
collect damages, if awarded. There can be no assurance that any of these factors
will not have a material  adverse  effect on the Company's  business,  financial
condition and results of operations

         19. No Dividends. While payments of dividends on the Common Stock rests
with the  discretion of the Board of Directors,  there can be no assurance  that
dividends  can or will ever be paid.  Payment of dividends is  contingent  upon,
among other things,  future earnings, if any, and the financial condition of the
Company,  capital  requirements,  general business  conditions and other factors
which cannot now be predicted.  It is highly  unlikely that the Company will pay
cash dividends on the Common Stock in the foreseeable future.

         20. No Cumulative Voting. The election of directors and other questions
will be decided by a majority vote. Since cumulative voting is not permitted and
a majority  of the  Company's  outstanding  Common  Stock  constitute  a quorum,
investors  who purchase  shares of the  Company's  Common Stock may not have the
power to elect even a single  director and, as a practical  matter,  the current
management will continue to effectively control the Company.

         21. Control by Present  Shareholders.  The present  shareholders of the
Company's  Common Stock will, by virtue of their  percentage share ownership and
the lack of cumulative  voting,  be able to elect the entire Board of Directors,
establish the Company's policies and generally direct its affairs.  Accordingly,
persons  investing in the Company's Common Stock will have no significant  voice
in Company  management,  and cannot be assured of ever having  representation on
the Board of Directors.

         22. Potential  Anti-Takeover and Other Effects of Issuance of Preferred
Stock May Be Detrimental to Common  Shareholders.  Potential  Anti-Takeover  and
Other  Effects of  Issuance  of  Preferred  Stock May Be  Detrimental  to Common
Shareholders.  The Company is  authorized  to issue shares of  preferred  stock.
("Preferred  Stock").  The issuance of Preferred Stock does not require approval
by the shareholders of the Company's  Common Stock.  The Board of Directors,  in
its sole discretion,  has the power to issue shares of Preferred Stock in one or
more series and to establish  the dividend  rates and  preferences,  liquidation
preferences,  voting rights,  redemption and conversion terms and conditions and
any  other  relative  rights  and  preferences  with  respect  to any  series of
Preferred  Stock.  Holders  of  Preferred  Stock may have the  right to  receive
dividends,  certain  preferences in liquidation and conversion and other rights;
any of  which  rights  and  preferences  may  operate  to the  detriment  of the
shareholders of the Company's Common Stock.  Further, the issuance of any shares
of Preferred Stock having rights superior to those of the Company's Common Stock
may  result  in a  decrease  in the value of market  price of the  Common  Stock
provided  a market  exists,  and  additionally,  could  be used by the  Board of
Directors as an  anti-takeover  measure or device to prevent a change in control
of the Company.

         23. No Secondary  Trading  Exemption.  Secondary  trading in the Common
Stock will not be possible  in each state  until the shares of Common  Stock are
qualified  for sale  under the  applicable  securities  laws of the state or the
Company  verifies  that an  exemption,  such as listing  in  certain  recognized
securities  manuals,  is available for secondary trading in the state. There can
be no assurance that the Company will be successful in registering or qualifying
the  Common Stock for secondary trading,  or availing itself of an exemption for



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secondary  trading in the Common  Stock,  in any state.  If the Company fails to
register  or  qualify,  or to obtain or verify an  exemption  for the  secondary
trading of, the Common Stock in any particular state, the shares of Common Stock
could not be offered or sold to, or purchased  by, a resident of that state.  In
the event that a significant number of states refuse to permit secondary trading
in the Company's Common Stock, a public market for the Common Stock will fail to
develop and the shares could be deprived of any value.

         24. Possible Adverse Effect of Penny Stock  Regulations on Liquidity of
Common Stock in any Secondary  Market.  Although trading volume indicates that a
secondary  trading  market has  developed to a limited  extent for the shares of
Common  Stock of the  Company,  the Common  Stock is expected to come within the
meaning of the term "penny  stock" under 17 CAR  240.3a51-1  because such shares
are issued by a small company; are low-priced (under five dollars);  and are not
traded on NASDAQ or on a national stock exchange.  The SEC has established  risk
disclosure   requirements  for  broker-dealers   participating  in  penny  stock
transactions as part of a system of disclosure and regulatory  oversight for the
operation of the penny stock market.  Rule 15g-9 under the  Securities  Exchange
Act of 1934,  as amended,  obligates a  broker-dealer  to satisfy  special sales
practice  requirements,  including a requirement that it make an  individualized
written  suitability  determination of the purchaser and receive the purchaser's
written consent prior to the transaction.  Further,  the Securities  Enforcement
Remedies and Penny Stock Reform Act of 1990 require a broker-dealer,  prior to a
transaction  in a  penny  stock,  to  deliver  a  standardized  risk  disclosure
instrument  that  provides  information  about penny stocks and the risks in the
penny  stock  market.  Additionally,  the  customer  must  be  provided  by  the
broker-dealer  with current bid and offer  quotations  for the penny stock,  the
compensation  of the  broker-dealer  and the  salesperson in the transaction and
monthly account  statements showing the market value of each penny stock held in
the customer's account.  For so long as the Company's Common Stock is considered
penny  stock,  the penny  stock  regulations  can be expected to have an adverse
effect on the  liquidity of the Common Stock in the  secondary  market,  if any,
which develops.

         25. Conflicts of Interest. The officers, directors and employees of the
Company are involved in businesses,  investments,  and have other relationships,
which may conflict with the business of the Company.  A  substantial  portion if
not all of the  opportunities  obtained  by the  Company  will be brought to the
attention  of the Company  through the efforts of its  officers,  directors  and
employees.  These potential  conflicts  include,  but are not limited to, missed
opportunities or opportunities  taken advantage of in their roles in those other
businesses,  investments  and  relationships  rather  than  their  roles  in the
Company.






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Cartis Incorporated

                                  7. PROPERTIES

The current US address of the Company is 277 Royal  Poinciana Way, PMB 155, Palm
Beach, FL 33480.

The Company maintains its overseas  executive offices at Cartis Center, Old Moka
Road,  Bell  Village,  Republic  of  Mauritius.  Its  telephone  number is (230)
211-6825 and its facsimile number is (230) 210-2445.

CEFCA leases  approximately  4,382 meters squared as space for the manufacturing
of CARTIS product. The lease is for a term of nine (9) years commencing July 16,
1998 and ending July 15,  2007.  The Company  pays monthly rent in the amount of
12,000 French Francs plus taxes.

                                       ***

       8. SECURITY OWNERSHIP OF CERTAIN NENEFICIAL OWNERS AND MANAGEMENT:

         The  following  table sets forth  information  as of February 29, 2000,
regarding the ownership of the Company's Common Stock by each shareholder  known
by the Company to be the beneficial  owner of more than five percent (5%) of its
outstanding shares of Common Stock, each director and all executive officers and
directors as a group.  Except as otherwise  indicated,  each of the shareholders
has sole voting and  investment  power with respect to the share of Common Stock
beneficially owned.


Name of Beneficial     Title of Class        Amount and Nature of       Percent
Owner                                        Beneficial Owner           of Class
------------------     --------------        ---------------------      --------
Herve Gallion          Common Stock          8,500,000-President        63.26
Cyril Heitzler         Common Stock          500,000-Director           3.72



All Executive Officers and Directors as a Group. Two (2)persons.      66.98%

The percentages are based upon 13,437,019  shares of Common Stock outstanding as
of February 29, 2000.

There are no  arrangements,  which may  result in the  change of  control of the
Company by such certain beneficial owners and management

                                       ***

                              9. LEGAL PROCEEDINGS

         No legal  proceedings  have been  initiated  either by or  against  the
Company to date.





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                                    EXHIBIT A

                               Product Description


The PWS300 (Potable Water system)

Domestic water filtration system to obtain drinking water from municipal or well
water comparable in quality to the best bottled water.

*    Filtration capacity of cartridge:       300m3 of water

*    Flow through:                           250 - 300 Liters per hour

*    Electrical source                       110-220V - 50-60 Hz

*    Minimum water pressure:                 1 bar

*    Maximum water pressure:                 5 bar

*    Dimensions:                             550mm x 350mm x 140mm



Device components

*    Filter to eliminate particles in suspension suc as mud, rust, dust etc.

*    UV treatment  chamber  equipped  with 25Watts  Philips UV lamp to pre-treat
     bacterial pollution

*    Module to prevent limestone formation

*    CARTIS cartridge to eliminate  remaining bacteria,  heavy metal,  chlorine,
     bad taste and odor.

*    Flow meter

*    Power supply

*    Electronic detection device to switch the UV lamp on and off




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                                                     EXHIBIT B

                                           Common Water Quality Problems

They include:

Aesthetics:  Contaminants like chlorine, sulfur, iron and manganese cause taste,
color, and odor problems.

Water Hardness: Hard water contains excessive levels of calcium and magnesium, a
condition  found in eighty-five  percent (85%) of the United States.  Hard water
shortens  the life of  household  plumbing  and  water-using  appliances,  makes
cleaning  and  laundering  tasks more  difficult  and  gradually  decreases  the
efficiency of water heaters.

Lead: Used extensively in plumbing materials (pipes and lead-based solder) until
the late  1980's,  lead can leach into water  supplies.  Low levels of lead have
been linked to learning disabilities in young children and high levels can cause
hypertension in adults.

Biological  Pathogens:  Waterborne  organisms can cause disease in humans.  They
include cysts like  Cryptosporidium  and Giardia;  bacteria  like typhus,  fecal
coliform and cholera;  and viruses like  influenza.  These  organisms  typically
cause unpleasant  intestinal  disorders and can pose a significant threat to the
immune system.

Nitrates:  Nitrogen compounds are sometimes found in ground and surface water in
rural  areas,  often as a result of  nitrogen-based  fertilizer  runoff.  Excess
nitrate  levels  can  interfere  with the  oxygen-carrying  capacity  of  blood,
especially in babies, and have been linked to high incidences of miscarriages.

Heavy Metals:  Metals like mercury,  zinc, copper, and cadmium usually enter the
water supply as  industrial  waste and, in excessive  concentrations,  can cause
physiological damage to humans, including damage to the central nervous system.

Radium/Radon:  Naturally occurring radioactive elements such as radium and radon
have been  linked to cancer in humans.  Radon is found in gaseous  form,  and is
absorbed  through  drinking,  as well as through  inhalation  during  washing or
showering.

VOC's: High concentrations of volatile organic compounds ("VOC's"),  such as the
petroleum   distillate   benzene   and  the   industrial   degreasing   compound
trichloroethylene have been linked to organ damage and cancer in humans.

THM's:  Trihalomethanes  ("THM's") are by-products produced when chlorine reacts
with  organic  compounds  in  water.   THM's  are  primarily   absorbed  through
inhalation, and have been linked to bladder and rectal cancer.




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Asbestos:  Asbestos is a fibrous  mineral that  contaminates  water naturally or
through its past use in concrete  water pipes.  Asbestos has been linked to lung
and other forms of cancer.

Arsenic:  Both a natural and  manufacturing-induced  ground  water  contaminant,
arsenic is linked to various  cancers and may damage the circulatory and central
nervous systems.

Sediments: Solid particulates in water can settle out over time. The presence of
sediments in water is typically an aesthetic concern.

Low/High pH: pH refers to "potential  hydrogen,"  and is a measure of acidity or
alkalinity on a 14- point scale (zero  through six is acidic;  seven is neutral;
and eight through 14 are alkaline).  Extreme measures of acidity in water can be
corrosive, whereas high alkalinity can be the source of aesthetic problems.




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                                    EXHIBIT C

                               Organization Chart

[GRAPHIC?OMITTED]


                                   CARTIS, INC
                                 Parent Company
                             Public (Pink Sheets) US

          /                                                      \
         /                                                        \
        /                                                          \
       /                                !                           \
                                        !
     100%                               !                           100%
                                        !
                                        !
     CARTIS                             !                       CEFCA INDUSTRIES
INTERNATIONAL, Ltd.                     !                         S.A.R.L.
   Mauritius                            !                           France
Marketing & Sales                       !                      Production CARTIS
                                        !                          Cartridge
                                        !

                                      49%


                                 CARTIS FRANCE
                                To be developed
                             Distributor for France
                                    EXIBIT E





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                                    EXHIBIT D




                              Financial Projections




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                             Subscription Documents




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Cartis Incorporated

                                  CONFIDENTIAL

                       Cartis, Inc., a Florida corporation

                  INVESTOR SUITABILITY EVALUATION QUESTIONNAIRE

1.       NAME(S)           ____________________________________________________
         (If Joint)
                           ____________________________________________________

2.       ADDRESS           ____________________________________________________

                           ____________________________________________________

3.       PHONE             Residence (    )   _____________-________________
                           Business  (    )   _____________-________________

4.       SOCIAL SECURITY NUMBER(S)   _________-____________-_______
                                     _________-____________-_______

         TAX IDENTIFICATION NUMBER  _________-___________________

5.       DATE(S) OF BIRTH           ________________________________________
                                    ________________________________________

6.       REPRESENTATIONS (Investor should initial the appropriate blanks to
                          which an affirmative representation can be made)

_______________     I (with my  spouse  if  applicable)  have a net worth of One
                    Million Dollars ($1,000,000) or more.

_______________     I had an income of Two Hundred Thousand  Dollars  ($200,000)
                    or more in each of the two (2) most  recent  years (or joint
                    income  with my spouse in excess of Three  Hundred  Thousand
                    Dollars  ($300,000)  and have a  reasonable  expectation  of
                    reaching the same income level in the current year.

_______________     I  represent  a trust  with  total  assets in excess of Five
                    Million  Dollars  ($5,000,000),  not formed for the specific
                    purpose of acquiring the securities  offered herein and have
                    been directed by a sophisticated person as described in Rule
                    506(b)(2)(ii) of the Act in connection herewith.

________________    I represent an organization  described in Section  501(c)(3)
                    of the Internal Revenue Code, corporation,  Massachusetts or
                    similar  business trust, or partnership,  not formed for the
                    specific purpose of acquiring the securities  offered,  with
                    total assets in excess of $5,000,000.

________________    I represent an entity in which all of the equity  owners are
                    accredited investors.

         I  represent  that the total  purchase  price  does not  exceed  twenty
percent (20%) of my net worth. I further  represent that I can bear the economic
risk of  this  investment  and  that I have  substantial  experience  in  making
investment decisions of this type.

                                  ------------------------------
                                  Signature of Investor




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Cartis Incorporated

Date:___________________________             _______________________________
                                                     Name of Investor

                      SUBSCRIPTION AGREEMENT AND INVESTMENT
                           REPRESENTATION OF INVESTORS

Cartis, Inc.
277 Royal Poinciana Way
PMB 155, Palm Beach, FL 33480

(Original subscription documents and full payment
must be received by Company before stock can be ordered)

Gentlemen:

         1.  Subject  to the  terms  and  conditions  hereof,  the  undersigned,
intending to be legally bound,  hereby irrevocably  subscribes for and agrees to
accept and subscribe to _________ Shares of Cartis,  Inc., a Florida corporation
(the  "Company"),  for a total  consideration  of  $_________,  the  receipt and
sufficiency of which is hereby acknowledged.

         2.       In order to induce the Company to accept the subscription made
hereby, the undersigned hereby represents and warrants to the Company,  and each
other person who acquires or has acquired the Shares, as follows :

                  (a) The undersigned,  if an individual (i) has reached the age
of majority  in the state in which he resides  and (ii) is a bona fide  resident
and domiciliary  (not a temporary or transient  resident) of the state set forth
beneath his signature below.

                  (b) The  undersigned  has the  financial  ability  to bear the
economic risk of an investment in the Shares has adequate means of providing for
his current needs and personal contingencies,  has no need for liquidity in such
investment,   and  could  afford  a  complete  loss  of  such  investment.   The
undersigned's  overall commitment to investments that are not readily marketable
is not disproportionate to his net worth, and his investment in the Company will
not cause such overall commitment to become excessive.

                  (c)  The  undersigned  meets  at  least  one  of the following
criteria:

                           (i)      the  undersigned  is  a natural person whose
individual  net  worth or joint net worth  with his  spouse,  at the time of his
purchase, exceeds $1,000,000 (ONE MILLION DOLLARS); or --

                           (ii)     the  undersigned is a natural person and had
an individual  income in excess of $200,000  (TWO-HUNDRED  THOUSAND  DOLLARS) in
each of the two most  recent  years,  or  jointly  with his  spouse in excess of
$300,000  (THREE-HUNDRED  THOUSAND  DOLLARS)  in each of  those  years,  and who
reasonably  expects  to achieve at least the same  income  level in the  current
year; or



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                           (iii)   qualifies  as  an  accredited  investor under
Regulation D of the Securities Act of 1933 (the "Act").

                  (d) The undersigned  has been given a full  opportunity to ask
questions of and to receive  answers from the Company  concerning  the terms and
conditions  of the  offering  and the  business  of the  Company,  and to obtain
additional information necessary to verify the accuracy of the information given
him or to obtain  such other  information  as is desired in order to evaluate an
investment  in the Shares.  All such  questions  have been  answered to the full
satisfaction of the undersigned.

                  (e) In making his  decision  to  purchase  the  Shares  herein
subscribed   for,   the   undersigned   has  relied   solely  upon   independent
investigations  made by him. He has received no  representation or warranty from
the Company or from a broker-dealer, if any, or any of the affiliates, employees
or agents of either. In addition,  he is not subscribing pursuant hereto for any
Shares as a result of or subsequent to (i) any advertisement, article, notice or
other  communication  published in any  newspaper,  magazine or similar media or
broadcast  over  television  or radio,  or (ii) any  seminar  or  meeting  whose
attendees,  including  the  undersigned,  had  been  invited  as  a  result  of,
subsequent to, or pursuant to any of the foregoing.

                  (f) The undersigned  understands that the Shares have not been
registered under the Act in reliance upon specific  exemptions from registration
thereunder,  and he agrees  that his Shares may not be sold,  offered  for sale,
transferred,   pledged,   hypothecated,  or  otherwise  disposed  of  except  in
compliance with the Act and applicable state securities laws, which restrictions
require  the  approval of the  Company  for the  transfer  of any Shares  (which
approval, except under limited circumstances,  may be withheld by the Company in
its sole  discretion).  The undersigned  understands that it is anticipated that
there may not be any  market for  resale of the  Shares,  and that it may not be
possible  for the  undersigned  to liquidate an  investment  in the Shares.  The
undersigned  understands the legal consequences of the foregoing to mean that he
must bear the economic risk of his investment in the Shares. He understands that
any  instruments  representing  the Shares  will bear  legends  restricting  the
transfer thereof.

                  (g) The undersigned  understands that the Shares have not been
registered under the Act in reliance upon specific  exemptions from registration
thereunder,  and he agrees  that his Shares may not be sold,  offered  for sale,
transferred,   pledged,   hypothecated,  or  otherwise  disposed  of  except  in
compliance with the Act and applicable state securities laws, which restrictions
require  the  approval of the  Company  for the  transfer  of any Shares  (which
approval, except under limited circumstances,  may be withheld by the Company in
its sole  discretion).  The undersigned has been advised that the Company has no
obligations to cause the Shares to be registered under the Act or to comply with
any exemption under the Act, including but not limited to that set forth in Rule
144  promulgated  under the Act, which would permit the Shares to be sold by the
undersigned.  The undersigned  understands that it is anticipated that there may
not be any market for resale of the Shares,  and that it may not be possible for
the  undersigned  to  liquidate an  investment  in the Shares.  The  undersigned
understands  the legal  consequences  of the foregoing to mean that he must bear
the economic  risk of his  investment  in the Shares.  He  understands  that any
instruments  representing the Shares will bear legends  restricting the transfer
thereof.




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         3. To the extent I have the right to rescind my purchase of the Shares,
which right of recission is hereby  offered,  I waive and relinquish such rights
and agree to accept certificate(s) evidencing such Shares.

         4. This  Agreement and the rights and obligations of the parties hereto
shall be governed by, and construed and enforced in accordance with, the laws of
the State of Florida.

         5. All pronouns  contained  herein and any variations  thereof shall be
deemed to refer to the masculine, feminine or neuter, singular or plural, as the
identity of the parties hereto may require.

         6. The Shares  referred  to herein may be sold to the  subscriber  in a
transaction  exempt under  Section  517.061 of the Florida  Securities  Act. The
Shares  have not been  registered  under  said act in the State of  Florida.  In
addition, if sales are made to five or more persons in the State of Florida, any
sale in the State of Florida is voidable by the purchaser  within three (3) days
after the first tender of consideration is made by such purchaser to the issuer,
an agent of the issuer,  or an escrow  agent or within  three (3) days after the
availability  of that privilege is  communicated  to such  purchaser,  whichever
occurs later.

         IN WITNESS WHEREOF, the undersigned has executed and agrees to be bound
by this Subscription Agreement and Investment Representation on the date written
below as the Date of Subscription:
                         (TO BE USED FOR INDIVIDUAL(S))

----------------------------                 -------------------------------
Print Name of Individual                     Signature of Individual

-----------------------------                -------------------------------
State of Residence                           Date of Subscription

                   (TO BE USED FOR PARTNERSHIPS, CORPORATIONS,
                            TRUSTS OR OTHER ENTITIES)

_______________________________              By:______________________________
Print Name of Partnership                    Signature of Authorized
Corporation - Trust - Entity                 Representative

-------------------------------              ---------------------------------
Capacity of Authorized                       Print Name of Authorized
Representative                               Representative

-------------------------------              --------------------------------
Print Jurisdiction of                        Date of Subscription
Incorporation or Organization





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