EXHIBIT 10.12


                               INCUBATE THIS! INC.
               OFFERING OF 1,250,000 SHARES OF INCUBATE THIS! INC.
             AT AN OFFERING PRICE OF FOUR DOLLARS ($4.00) PER SHARE

     Incubate This! Inc., a Colorado corporation (the "Company"),  is offering a
maximum of 1,250,000 Common Shares for sale at a price of $4.00 per Share. There
is no limitation on the number of Shares a subscriber may purchase.

         Shares are being offered on a "best efforts" basis.  All funds received
shall be available for immediate use by the Company.

         The Offering price has been  determined  arbitrarily by the Company and
does not  necessarily  bear any  relationship to the public market price for the
Securities,  the Company's assets, book value, net worth or any other recognized
criteria  of value.  The  Company  trades on the OTC  Bulletin  Board  under the
trading symbol "ICBT".

         The Company is subject to the reporting  requirements of the Securities
Act of 1934 ("34 Act") and information  with respect to the Company is available
through the public records of the Securities  and Exchange  Commission  ("SEC").
Potential investors are encouraged to visit this information site.

THESE  SECURITIES  INVOLVE A HIGH  DEGREE OF RISK AND  SUBSTANTIAL  DILUTION  TO
PUBLIC  INVESTORS.  THEY SHOULD BE PURCHASED  ONLY BY PERSONS WHO CAN AFFORD THE
RISK OF LOSS OF THEIR INVESTMENT. SEE "RISK FACTORS."

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                       Discounts and          Proceed to
                 Price to Public (1)   Commissions (2)        the Issuer (3)

Per Share                 $4.00        $    -0-                       $4.00

Total Maximum
Offering          $5,000,000           $    -0-               $5,000,000

         (1) This offering is made by the Company on a "best efforts" basis, for
a period of 180 days from the date of this  Memorandum  and may be extended,  at
the option of the Company for an  additional  period or periods not exceeding an
additional 180 days in the aggregate.

         (2) No commissions will be paid in connection with sales which are made
directly by the Company.  Commissions may be paid to licensed  broker-dealers or
other legally authorized representatives.

         (3) Before  deducting  certain other  cost(s)  related to this Offering
payable by the Company including legal, accounting and printing expenses.

                                                      The  date of this  Private
Offering Memorandum is May 12, 2000.


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                                TABLE OF CONTENTS

                                                                       Page No.

Offering Information

         The Offering.........................................................5

         Use of Proceeds......................................................6

The Company...................................................................6

Venture Capital Division......................................................7

Professional Services Division................................................7

Investment Characteristics....................................................7

Investment Objectives and Strategies..........................................8

Investment Criteria...........................................................8

Investments in Portfolio Companies...........................................10

Industry Overview............................................................10

Competition..................................................................12

Government Regulation

         Investment Company Act of 1940......................................13

         Other Regulations and Legal Uncertainties...........................14

Forward-Looking Statements...................................................15

Risk Factors.................................................................15

Use of Proceeds..............................................................19

Management...................................................................19

Remuneration.................................................................19

Principal Shareholders.......................................................20

Description of the Securities................................................20

Plan of Distribution.........................................................21

Investor Suitability Standards and Investment Restrictions...................23

Investor Suitability Evaluation Questionnaire................................26

Subscription Agreement and Investment Representation of Investors............28


THE SHARES ARE BEING OFFERED  PURSUANT TO AN EXEMPTION FROM  REGISTRATION  UNDER
THE  SECURITIES  ACT OF 1933,  AS  AMENDED  (THE  "1933  ACT"),  AND WILL NOT BE
REGISTERED  UNDER THE 1933 ACT, OR  QUALIFIED  UNDER THE  SECURITIES  LAW OF ANY
STATE AND THEREFORE CANNOT BE SOLD,

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TRANSFERRED OR PLEDGED IN THE ABSENCE OF SUCH REGISTRATION AND QUALIFICATION, OR
THE AVAILABILITY OF AN EXEMPTION  THEREFROM.  THERE IS NO PUBLIC OR OTHER MARKET
FOR SUCH SHARES.

     THE SHARES  OFFERED  HEREBY  INVOLVE  RISK AND SHOULD NOT BE  PURCHASED  BY
ANYONE  WHO  CANNOT  AFFORD  THE LOSS OF THEIR  ENTIRE  INVESTMENT.  (SEE  "RISK
FACTORS.")

     EACH  RECIPIENT MUST RELY UPON HIS OR HER OWN  REPRESENTATIVE  AS TO LEGAL,
TAX AND RELATED MATTERS.

     THE COMPANY  INTENDS TO CONDUCT THE OFFERING  THROUGH THE COMPANY IN SUCH A
MANNER THAT THE SHARES WILL ONLY BE SOLD TO "ACCREDITED  INVESTORS" AS THAT TERM
IS DEFINED IN REGULATION D UNDER THE SECURITIES ACT OF 1933. THE REPRESENTATIONS
OF EACH INVESTOR WILL BE REVIEWED TO DETERMINE THE  SUITABILITY  OF  PROSPECTIVE
INVESTORS  AND THE  COMPANY  WILL HAVE THE RIGHT TO  REFUSE A  SUBSCRIPTION  FOR
SHARES IF IN ITS SOLE  DISCRETION  THE  COMPANY  BELIEVES  THAT THE  PROSPECTIVE
INVESTOR DOES NOT MEET THE APPLICABLE SUITABILITY REQUIREMENT OR THAT THE SHARES
ARE OTHERWISE AN UNSUITABLE INVESTMENT FOR THE PROSPECTIVE INVESTOR.

     THE COMPANY SHALL PRIOR TO THE SALE OF ANY  SECURITIES  ALLOW EACH INVESTOR
OR HIS AGENT THE  OPPORTUNITY  TO ASK QUESTIONS OF 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)  NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION
CONTAINED IN THIS OFFERING MEMORANDUM. INVESTORS OR THEIR REPRESENTATIVES HAVING
QUESTIONS  OR  DESIRING  ADDITIONAL  INFORMATION  SHOULD  CONTACT THE COMPANY AT
561-832-5696.








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                     NOTICES TO RESIDENTS OF CERTAIN STATES

                           NOTICE TO FLORIDA RESIDENTS

         THE SHARES  REFERRED  TO HEREIN WILL BE SOLD TO, AND  ACQUIRED  BY, THE
HOLDER 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,  ALL FLORIDA  RESIDENTS  SHALL HAVE THE  PRIVILEGE  OF VOIDING THE
PURCHASE 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.

                          NOTICE TO NEW YORK RESIDENTS

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

         THIS  OFFERING  MEMORANDUM  DOES NOT CONTAIN AN UNTRUE  STATEMENT  OF A
MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT  NECESSARY TO MAKE THE STATEMENTS
MADE IN LIGHT OF THE  CIRCUMSTANCES  UNDER WHICH THAT WERE MADE, NOT MISLEADING.
IT CONTAINS A FAIR SUMMARY OF THE MATERIAL  TERMS AND DOCUMENTS  PURPORTED TO BE
SUMMARIZED HEREIN.



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                              OFFERING INFORMATION

         This  Memorandum  describes in detail  matters which may be material to
investors and should be read in its entirety.  Each prospective  investor should
thoroughly  review the text of this Memorandum prior to deciding to purchase any
of the Shares offered hereby.  This Memorandum has been prepared on the basis of
information  obtained from sources deemed reliable by the Company and contains a
summary  of  documents  referred  to  herein,  all of which  are  available  for
inspection upon request.

The Offering

         The Company  will  consider  minimum  subscriptions  for 25,000  shares
($100,000)  and will sell a maximum of 1,250,000  shares of its no-par value per
share  Common  Stock (the "Common  Stock"),  at a price of $4.00 per share.  The
Company reserves the right, in its sole discretion,  to accept subscriptions for
less than the minimum amount.

         The Shares offered hereby will be subject to transfer restrictions. The
Shares  may  not  be  sold  or  transferred  except  pursuant  to  an  effective
registration  statement under the Securities Act of 1933, as amended (the "Act")
or an  applicable  exemption  therefrom.  Currently,  there is a limited  public
market for the Common Stock offered hereby.

         The offering of the Common Stock will commence on May 12, 2000 and will
terminate 180 days later subject to one or more  extensions at the discretion of
the Company.  The offering may be withdrawn by the Company at any time, in which
case  subscription  documents and cash,  without interest  thereon,  tendered by
subscribers will be returned.

         A total of 4,411,527 shares of the Company's Common Stock are currently
outstanding.  Accordingly,  investors  acquiring  Shares of the Company's Common
Stock  in  this  offering  will  incur  immediate  substantial   dilution.   See
"Dilution."

                                  The Offering

Type of security...............................................Common Shares

Offering price per Share...........................................   $4.00

Maximum Number of Shares Offered.............................. 1,250,000

Shares Outstanding
         Prior to the Offering ............................... 4,411,527
         After the Maximum Offering............................5,661,527

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Use of Proceeds

         Assuming all of the Shares offered hereby are sold,  prior to deducting
sales  commissions   payable  to  broker-dealers  or  other  legally  authorized
representative  which sell any of the Shares,  the net  proceeds of the offering
are estimated to be $5,000,000. The Company intends to apply the net proceeds of
the  offering  to Working  Capital.  See "Use of  Proceeds"  and "Risk and Other
Important Factors - Risks Relating to the Company - Governmental Regulations and
Approvals."

The executive office of the Company is:

                  265 Sunrise Avenue, Suite 204
                  Palm Beach, FL 33480
                  Telephone: (561) 832-5696
                  Facsimile: (561)659-5371

                                   THE COMPANY

     Incubate  This,  Inc.  (the  "Company")  is a US publicly held company that
operates as a provider of professional  advisory and management  services to its
investee  companies  ("portfolio  companies")  and provides  early stage venture
capital  to  private  and  publicly  held  companies  targeting  a wide range of
emerging  growth  opportunities.  Since its  change  in  business  strategy  and
management ("the reorganization") during the fourth quarter of 1999, the Company
has made three separate  investments into early stage companies that participate
in the Online Publishing,  Agricultural Technology, and Music industries.  These
portfolio companies ("incubator companies") are headquartered in London, Israel,
and the United States, respectively. The Company anticipates most of its venture
capital  efforts  and  investments  to continue to be made within the regions of
North America, Europe, and Israel.

     The  Company is not  qualified  as a  "regulated  investment  company"  for
federal  income tax purposes and has no independent  investment  advisor at this
time.

     The Company's executive office is located at 265 Sunrise Avenue, Suite 204,
Palm Beach,  FL 33480.  The Company's  telephone  number is (561)  832-5696.  In
February 2000,  the Company  changed its name from Pet Health  Systems,  Inc. to
Incubate This! Inc. to better reflect the new scope of its business.




                            VENTURE CAPITAL DIVISION

         The Company's venture capital arm makes strategic equity investments in
independently   managed  companies   primarily  entering  the  early  stages  of
development, but which exhibit the unique

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qualities  deemed  necessary  for eventual  success.  The  Company's  investment
decisions are made by its officers, subject to the Company's investment policies
and objectives,  and under the guidance and oversight of its Board of Directors.
Historically,  the Company has relied on the efforts of its officers to identify
new  investment  opportunities.  Following  the  Company's  reorganization,  new
management has sought referrals from venture  capitalists,  investment  bankers,
attorney's, accountants and other professionals.

                         PROFESSIONAL SERVICES DIVISION

         In order to  facilitate  the  growth of its  incubator  companies,  the
Company  offers  management  and advisory  oversight  services to its  portfolio
companies.  Management  believes the  collaboration  between its two  businesses
could provide synergistic and competitive  advantages to its portfolio companies
that can ultimately improve  shareholder  value.  Acting as a long-term partner,
management's  incubator strategy is to integrate its portfolio  companies into a
collaborative  network that leverages the collective  knowledge and resources of
its investment umbrella. As part of this objective,  the Company is in the early
stages of forming a unique technology campus located in Israel that will provide
a wide  variety  of  services  ranging  from  general  corporate  facilities  to
strategic  and  creative  consulting.  The campus  concept is designed to assist
independent Internet companies as well as the Company's portfolio companies with
the  development   and  execution  of  their  business   strategies  in  a  more
streamlined, cost effective, and knowledgeable manner. The Company believes that
by providing  these  services it enables its clients and portfolio  companies to
better focus on their core  competencies  and accelerate the  time-to-market  of
their products and services.

                           INVESTMENT CHARACTERISTICS

         Since its  reorganization,  the Company has invested only in the common
stock of privately held  portfolio  companies.  The security  interests in these
companies are presently classified as restricted securities under regulations of
the United States Securities & Exchange Commission.  The Company does not have a
policy that limits the amount of nor class of securities of portfolio companies.
However,  the  Company  intends to  restrict  investment  into  securities  with
features void of shareholder  voting rights.  In addition,  management  seeks to
obtain  governance  rights,  anti- dilution rights and  liquidation  preferences
whenever possible in its investments.

         The Company  believes  that equity  participation  in common  stock and
preferred stock  issuances  offers the potential for higher returns and elevated
performance of its investment portfolio. However, there is no assurance that its
investment strategy will yield a return nor higher return than other securities.
All of the  Company's  investments  are  highly  illiquid  and  there  can be no
assurance  that any market will develop for  portfolio  company  securities.  In
addition,  many  of  the  Company's  portfolio  companies  have  low  levels  of
capitalization  with relatively  high negative cash flows.  There are no current
personal guarantees held by the Company as related to the Company's investments.
Additionally,  there is no assurance that the Company will find opportunities on
terms favorable to the Company.




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                      INVESTMENT OBJECTIVES AND STRATEGIES

         Our venture  investment  strategy is to realize a  significant  capital
return on our  venture  investments  by  making  strategic,  early-stage  equity
investments  in companies  which we believe will emerge as leaders  within their
respective  target  markets.  We seek to  accomplish  this  goal by  identifying
promising  companies in select  industries,  investing in those  companies,  and
enhancing the future success of these  companies by employing our expertise when
called upon,  and  leveraging our  relationships.  Currently,  the Company holds
minority equity interests in its portfolio companies. It is the Company's intent
to acquire only minority interests in future portfolio companies.

         The  Company  seeks  long-term  growth in the value of its  assets  and
expects no current income from its portfolio company  investments (as opposed to
its professional advisory ad management services). The Company's investments are
made with the intent of liquidation within 2 to 5 years. However, situations may
arise  whereby the Company may hold an equity  interest  for a longer or shorter
period.  Under  current  management,  the  Company  focuses  on  investments  in
privately held companies that target high growth industries,  communications and
other technology related businesses  operating in a diverse range of industries.
There is no  assurance  that the Company will be able to locate  investments  in
companies  operating in such emerging growth markets.  The Company  concentrates
its investment in companies  located in Israel and the United  States,  but will
consider  investments  in other  countries if the eligible  concerns  operate in
countries deemed favorable.

         At present,  the Company's existing  portfolio  companies are expansion
stage  businesses that have recently  emerged from the startup phase and entered
commercial  operations.  The  Company's  investment  policy  does  not  restrict
investment  into startup stage  companies that are consistent with the Company's
investment selection criteria.

                               INVESTMENT CRITERIA

Within the Company's scope of structuring equity  investments,  the Company uses
the following criteria in selecting investment opportunities:

Experienced  Management.   The  Company  seeks  to  invest  in  companies  whose
management holds a significant level of interest ownership and who are deemed to
have a high degree of experience, competence, and other characteristics required
to enhance the odds for success.


Strong Growth Prospects.  The Company requires prospective  investees to exhibit
high growth or the potential to deliver high annual growth within a short period
of time.

Potential  Profits.  The Company  attempts to identify those  companies with the
highest potential to deliver high growth and potentially early profits.

Early  Development  Stage.  The Company seeks to invest in companies that are in
the early stages of commercializing their operations and strategies.


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Liquidation/Exit  Strategy.  An exit  strategy  of 2 - 5 years is  sought by the
Company in order to take profits and reinvest into new  companies.  A variety of
exit  methods is  possible  and may  include an initial  public  offering of the
portfolio  company,  a repurchase  by such  portfolio  company of the  Company's
interest,  a cash  buyout by a  competitor,  and  potentially  a purchase of the
Company's interest by a third party such as another financial institution.

                                INDUSTRY OVERVIEW

         The  venture  capital  industry  in  the  United  States  is  extremely
advanced, and has for more than a century served as the energy to fuel America's
engine of innovation. Today, there are thousands of venture capital firms in the
U.S. and in Europe,  particularly Germany and the United Kingdom.  Over the last
decade,  the venture capital market in Israel has experienced  strong growth due
to the  country's  successful  initiatives  to nurture  the  development  of new
technologies.  Whereas there were only a few venture  capital firms  operated in
Israel at the onset of the  1990s,  there  are now more  than 110  active  funds
involved in the Israeli market.  According to the latest  statistics,  Israel is
home to an estimated  2500 start ups,  the  majority of them high tech,  and the
country has averaged 800 new startups per year over the last several years. This
yearly  growth in  startups  is more than all of Europe,  and second only to the
U.S. The increased  venture capital  activity in Israel over the last decade has
resulted in Israel now claiming the highest  number of its country stocks traded
on the NASDAQ, second only to Canada.

         The  rise of the  Internet  and  development  of new  technologies  has
created an explosive  demand for seed,  venture,  mezzanine,  and other funds to
commercialize  new ideas and  technologies.  With the  promise  of  astronomical
returns,  venture capital firms have stepped up to the opportunity.  In the last
quarter of 1999, US venture capitalists showered Internet-related start-ups with
$5.2  billion,  almost  five times as much as during the same period a year ago,
according to PricewaterhouseCoopers.  While the Internet incubator trend is more
advanced in the U.S.,  Europe  intends to catch up. Six months  ago,  Europe had
hardly any  incubators.  Today,  there are at least  100,  most of them based in
London.  The  recent  launch  and IPO of  Internet  incubator,  Jellyworks  Plc,
exhibits just how much pent up demand there is for such  investment  vehicles in
Europe. Since its December 99 IPO, the stock has risen more than 3000%.

         Historically, the large majority of venture capital firms have remained
private.  However,  there has been a  significant  rise in the number of venture
capitalists  taking their company or investment  holding companies  public.  The
ability to raise additional venture capital funds through the public markets has
made it attractive to be public.  Additionally,  investor  enthusiasm for higher
growth  investments is at record levels,  driven by the high returns awarded for
success.  Publicly traded venture-backed  companies offer the average individual
investor a chance to diversify into promising high  technology  issues that have
been screened by the intelligence  and experience of venture money.  VC's are in
many  ways,  like  insiders,  for they  possess a high level of  knowledge  that
individual  investors  simply to not have,  as related to the  interworkings  of
industries and companies.

         Over the last five years,  after-market  performance of  venture-backed
companies has outpaced the broader  markets by a substantial  degree.  Return on
investments  in  venture-backed   companies  completing  IPOs  in  1999  reached
unimaginable levels as some firms' enjoyed returns greater than

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500%.  The fact that half of all IPOs in 1999 were  venture-backed  companies is
hard evidence that the venture capital  community is driving  economic growth in
the  United  States and  abroad.  As well as  accelerating  the  development  of
business,  incubators also bridge the widening gap between  venture  capitalists
and young entrepreneurs. It also represents a significant trend that the Company
intends to profit from.

         In January  2000,  the  Venture  Economics  Group of Thomson  Financial
Securities Data reported that 271 U.S.  venture-backed  companies went public in
1999,  representing nearly 50% of all IPOs in the United States during 1999! The
group also reported that  Venture-backed  companies are raising more dollars and
going public at an earlier age. "The 271 venture-backed companies in 1999 raised
over $23.6  billion for  themselves  and marked a total post offer  valuation at
offering  dates of an astounding  $136.2  billion.  The average offer size for a
venture-backed IPO was up 75% from the previous year to $87.2 million along with
an unprecedented average post offer valuation of $502.7 million--more than twice
as much as the prior year.  The median  company age of venture-  backed IPOs was
4.0 years in 1999, versus 4.5 in 1998 and 5.5 years in 1997."

                                   COMPETITION

         We  compete  against  numerous  public  companies  such as CMGI,  Inc.,
Internet  Capital Group,  Inc.,  Rare Medium Group,  Inc. and Softbank Corp., as
well as private companies such as Idealab! and Divine Interventures,  Inc., that
provide some combination of the same or similar  services that we provide.  Many
of these  competitors have longer operating  histories,  larger installed client
bases,  greater name  recognition,  more  experience and  significantly  greater
financial,  technical,  marketing and other resources than we do. We expect that
competition  from  both  private  and  public  companies  in  our  markets  will
intensify.  At any time,  our current and potential  competitors  could increase
their  resource  commitments to our markets.  Among other adverse  consequences,
this  competition  may  diminish  our ability to  identify,  attract and develop
relationships  with partner  companies.  As a result,  our  business,  operating
results and financial condition could be materially and adversely affected.

         The individual  markets for  professional  and venture capital services
are  intensively  competitive  and  characterized  by an  increasing  number  of
entrants because the barriers to entry in these markets are relatively low.

         In providing such services,  we compete  directly  against  traditional
venture  capital and private equity firms and public and private  companies with
venture funds. Many of these competitors have  significantly  greater experience
and financial resources than we have. In addition to these competitors, numerous
public companies, as well as private companies,  devote significant resources to
providing  capital  together  with  other  resources  to  incubator   companies.
Additionally,  corporate  strategic  investors,  including Fortune 500 and other
significant  companies,  are developing  incubator  strategies and capabilities.
Many of these competitors have  significantly  greater  financial  resources and
brand name  recognition  than we do,  and the  barriers  to entry for  companies
seeking  to provide  capital  and other  resources  to  entrepreneurs  and their
emerging technology  companies are minimal. We expect that competition from both
private  and  public  companies  with  business  models  similar to our own will
intensify.  Among other adverse consequences,  this competition may diminish the
pool of potential investment opportunities and

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raise  the  cost of  making  future  investments.  As a  result,  our  financial
condition,  operating  results and business  could be  materially  and adversely
affected.

         In providing  professional  and venture  capital  services,  we compete
directly against strategy  consulting firms and management  consulting firms. In
providing  venture capital  services,  we compete directly with other investment
banking   and   merchant   banking   firms   which  vary  in  size  from  small,
privately-owned firms to very large,  publicly-held  corporations.  We also face
increasing  competition from other sources, such as commercial banks,  insurance
companies  and  consulting  firms  offering  financial  services.  The principle
competitive  factors in the investment  banking and financial  services industry
include  transaction  experience,   breadth  of  services  offered,  innovation,
reputation  and price.  Many of our current  and  potential  competitors  in the
venture development and venture banking markets have longer operating histories,
larger installed clients bases,  greater name  recognition,  more experience and
have significantly greater financial,  technical,  marketing and other resources
than we do. As a result,  our  competitors  may be more  attractive  partners to
businesses.  In addition, our competitors may be able to respond more quickly to
changes in client needs, service more clients  simultaneously and undertake more
extensive  marketing  campaigns.  We cannot  assure  you that we will be able to
compete   successfully  against  our  current  or  future  competitors  or  that
competitive  pressures will not have a material  adverse effect on our business,
operating results and financial condition.

         Competition  for products  and  services is intense.  As the market for
e-commerce  grows, we expect that competition will intensify.  Barriers to entry
are minimal, and competitors can offer products and services at a relatively low
cost.  Further,  our partner  companies'  competitors  may  develop  products or
services  that are superior  to, or have greater  market  acceptance  than,  the
solutions  offered by our  partner  companies.  Many of our  partner  companies'
competitors have greater brand recognition and greater financial,  marketing and
other resources than our partner companies. This may place our partner companies
at a  disadvantage  in  responding  to their  competitors'  pricing  strategies,
technological advances,  advertising campaigns, strategic partnerships and other
initiatives.  If our partner companies are unable to compete successfully,  they
will  fail and it could  have a  material  adverse  effect on our  business  and
financial condition.

                              GOVERNMENT REGULATION

Investment Company Act of 1940

         We are not  currently  required to be registered  under the  Investment
Company Act. Generally, a company must register under the Investment Company Act
and comply with significant  restrictions on operations and transactions if: (1)
its investment securities exceed 40% of its total assets, or (2) it holds itself
out as being "primarily engaged" in the business of investing, owning or holding
securities.  At this  time,  less than 40% of our total  assets  are  investment
securities. If, in the future, our investment securities exceed 40% of our total
assets, we believe that we will not be required to register under the Investment
Company  Act  because  we  believe  that  we  are   "primarily   engaged"  in  a
non-investment  company business through our wholly-owned  subsidiaries and that
we do not otherwise meet the requirements  for registering  under the Investment
Company  Act.  However,  if more than 40% of our  total  assets  are  investment
securities and we are no longer "primarily engaged" in a non-investment  company
business  through  our  wholly-owned  subsidiaries,  we believe  that we will be
"primarily engaged" in a non-investment company business through our

                                       32

<PAGE>



majority-owned  subsidiaries  and  controlled  subsidiaries  and  we  will  then
promptly  file  with  the  Securities  and  Exchange   Commission  an  exemptive
application  under  Section  3(b)(2) of the  Investment  Company Act to have the
Securities and Exchange  Commission so declare.  If we do not receive  exemptive
relief,  then we may be required to register under the  Investment  Company Act.
Registration  under the Investment  Company Act would be  inconsistent  with our
present  business  strategy and would have a material and adverse  effect on our
business,  financial  condition and  operating  results.  Moreover,  we might be
subject to civil and criminal penalties for failure to register,  certain of our
contracts might be voidable and a court-appointed receiver could take control of
our company and liquidate our business.

         To avoid regulation under the Investment  Company Act, we would have to
attempt  to  reduce  our  investment  securities  to less  than 40% of our total
assets.  This  reduction  can be  attempted in a number of ways,  including  the
disposition  of investment  securities  and the  acquisition  of  non-investment
security assets. If we were required to sell investment securities,  we may sell
them sooner than we otherwise would. These sales may be at depressed prices, and
we may not realize  anticipated  benefits  from,  or may incur  losses on, these
investments.  Some  investments  may not be sold  due to  contractual  or  legal
restrictions or the inability to locate a suitable buyer. Moreover, we may incur
tax  liabilities  when  we  sell  assets.  We may  also be  unable  to  purchase
additional  investment  securities  that  may  be  important  to  our  operating
strategy. If we decide to acquire non-investment  security assets, we may not be
able to identify and acquire suitable assets and businesses.


         If we are deemed to be, and  required  to  register  as, an  investment
company,  we  will  be  forced  to  comply  with  the  numerous  and  burdensome
substantive   requirements  of  the  Investment  Company  Act,  including:   (a)
limitations on our ability to borrow;  (b) limitations on our capital structure;
(c)  restrictions on acquisition of equity interests in partner  companies;  (d)
prohibitions  on  transactions  with  affiliates;  (e)  restrictions on specific
investments;  and (f) compliance with reporting,  record keeping,  voting, proxy
disclosure and other rules and regulations.

         If we were  forced to comply  with the  rules  and  regulations  of the
Investment Company Act, our operations would significantly  change, and we would
be prevented from successfully executing our business strategy. As a result, our
business,  financial  condition  and operating  results would be materially  and
adversely affected.

Other Regulations and Legal Uncertainties

         Currently,  there are few laws or regulations directed  specifically at
e-commerce.  However,  because of the Internet's  popularity and increasing use,
new laws and  regulations  may be adopted.  These laws and regulations may cover
issues such as the collection and use of data from web site visitors and related
privacy issues,  pricing,  content,  copyrights,  promotions,  distribution  and
quality of goods and services,  registration of domain names and use, and export
and distribution of encryption technology.  The enactment of any additional laws
or regulations may impede the growth of the Internet and e-commerce, which could
decrease  revenues  of our  partner  companies  and place  additional  financial
burdens on them.



                                       33

<PAGE>


                                  RISK FACTORS

Our investments in our partner companies are risky.

         A portion of our assets include equity interests which we have directly
and indirectly acquired in our partner companies.  Decreases in the value of our
partner  companies  will  have an  adverse  effect  on our  business,  financial
condition and operating  results.  Even though we intend to be actively involved
in the affairs of our partner companies,  because we own or will own less than a
majority of the shares of our partner  companies,  we may not be able to control
the policies or directions that these companies take.

         All of our partner  companies  are in the early stages of  development,
and we cannot  assure  you that  these  companies  will be able to  successfully
achieve  their  business  goals in a timely manner or at all. Our strategy is to
realize a return on our equity interests in these companies by liquidating these
investments  through sales of equity or otherwise.  We cannot assure you that we
will realize any return on any of these investments. Moreover, the trading price
of our common stock may be adversely affected if we do not realize any return on
these  investments,  or if that  return is lower  than the market  expects.  The
failure  of one or more of the  companies  in  which we have  invested,  and the
timing of any dispositions of our investments in these  companies,  could have a
material  adverse  effect on our  business,  financial  condition  and operating
results and on the market price of our common stock.

         We will not be able to successfully execute our business strategy if we
are deemed to be an investment company under the Investment Company Act of 1940.

         We are not  currently  required to be registered  under the  Investment
Company Act. Generally, a company must register under the Investment Company Act
and comply with significant  restrictions on operations and transactions if: (1)
its investment securities exceed 40% of its total assets, or (2) it holds itself
out as being "primarily engaged" in the business of investing, owning or holding
securities.  At this  time,  less than 40% of our total  assets  are  investment
securities. If, in the future, our investment securities exceed 40% of our total
assets, we believe that we will not be required to register under the Investment
Company  Act  because  we  believe  that  we  are   "primarily   engaged"  in  a
non-investment  company business through our wholly-owned  subsidiaries and that
we do not otherwise meet the requirements  for registering  under the Investment
Company  Act.  However,  if more than 40% of our  total  assets  are  investment
securities and we are no longer "primarily engaged" in a non-investment  company
business  through  our  wholly-owned  subsidiaries,  we believe  that we will be
"primarily   engaged"  in  a   non-investment   company   business  through  our
majority-owned  subsidiaries  and  controlled  subsidiaries  and  we  will  then
promptly  file  with  the  Securities  and  Exchange   Commission  an  exemptive
application  under  Section  3(b)(2) of the  Investment  Company Act to have the
Securities and Exchange  Commission so declare.  If we do not receive  exemptive
relief,  then we may be required to register under the  Investment  Company Act.
Registration  under the Investment  Company Act would be  inconsistent  with our
present  business  strategy and would have a material and adverse  effect on our
business,  financial  condition and  operating  results.  Moreover,  we might be
subject to civil and criminal penalties for failure to register,  certain of our
contracts might be voidable and a court-appointed receiver could take control of
our company and liquidate our business.


                                       34

<PAGE>



         To avoid regulation under the Investment  Company Act, we would have to
attempt  to  reduce  our  investment  securities  to less  than 40% of our total
assets.  This  reduction  can be  attempted in a number of ways,  including  the
disposition  of investment  securities  and the  acquisition  of  non-investment
security assets. If we were required to sell investment securities,  we may sell
them sooner than we otherwise would. These sales may be at depressed prices, and
we may not realize  anticipated  benefits  from,  or may incur  losses on, these
investments.  Some  investments  may not be sold  due to  contractual  or  legal
restrictions or the inability to locate a suitable buyer. Moreover, we may incur
tax  liabilities  when  we  sell  assets.  We may  also be  unable  to  purchase
additional  investment  securities  that  may  be  important  to  our  operating
strategy. If we decide to acquire non-investment  security assets, we may not be
able to identify and acquire suitable assets and businesses.

         If we are deemed to be, and  required  to  register  as, an  investment
company,  we  will  be  forced  to  comply  with  the  numerous  and  burdensome
substantive   requirements  of  the  Investment  Company  Act,  including:   (a)
limitations on our ability to borrow;  (b) limitations on our capital structure;
(c)  restrictions on acquisition of equity interests in partner  companies;  (d)
prohibitions  on  transactions  with  affiliates;  (e)  restrictions on specific
investments;  and (f) compliance with reporting,  record keeping,  voting, proxy
disclosure and other rules and regulations.

         If we were  forced to comply  with the  rules  and  regulations  of the
Investment Company Act, our operations would significantly  change, and we would
be prevented from successfully executing our business strategy. As a result, our
business,  financial  condition  and operating  results would be materially  and
adversely affected.

Our common stock has not traded in the marketplace recently.

         The  market  price of our  common  stock  has  been,  and is  likely to
continue to be, volatile,  experiencing wide fluctuations.  In recent years, the
stock market has experienced  significant  price and volume  fluctuations  which
have  particularly  affected  the  market  prices of equity  securities  of many
companies  providing  Internet-related  products  and  services.  Some of  these
fluctuations  appear  to be  unrelated  or  disproportionate  to  the  operating
performance  of these  companies.  Future market  movements may  materially  and
adversely affect the market price of our common stock.

Fluctuations in our financial  performance  could  adversely  affect the trading
price of our common stock.

         Our  operating  results  may  fluctuate  as a result  of a  variety  of
factors, many of which are beyond our control,  including: (a) the number of our
partner  companies  with which we have  established  relationships  and services
which we are engaged to provide; (b) reductions, cancellations or completions of
major engagements to provide venture development, venture banking and/or venture
funding services;  (c) the loss of significant  partner companies or a change of
scope in the services that we are  providing to them;  (d) the  efficiency  with
which we utilize our  professionals;  (e)  variability  in market demand for our
services;  (f) costs related to expansion of our  business;  (g) sales of equity
interests in our partner companies; (h) significant acquisitions;  (i) increased
competition; and (j) general economic conditions.

                                       35

<PAGE>



         In some quarters, our operating results may fall below the expectations
of  securities  analysts and  investors  due to many  factors,  including  those
described above. As a result, the trading price of our common stock would likely
decline, and the decline could be significant.

Competition for professional and venture capital services is intense.

         In providing  professional  and venture  capital  services,  we compete
directly against traditional venture capital and private equity firms and public
and private  companies with venture funds,  and many of these  competitors  have
significantly  greater  experience  and  financial  resources  than we have.  In
addition to these  competitors,  numerous public  companies  devote  significant
resources  to  providing  capital  together  with other  resources  to Incubator
companies. As a result, our business,  financial condition and operating results
could be materially and adversely affected .

Governmental  regulation of the Internet could adversely impact our business and
operations and the business and operations of our partner companies.

         Currently,  few laws or  regulations  are  directly  applicable  to the
Internet. Due to the increasing popularity and use of the Internet, it is likely
that a number of new laws and  regulations  may be adopted at the local,  state,
national  or  international  levels  with  respect  to the  Internet,  including
Internet  laws  regarding  privacy,  taxation,  pricing,  content,   copyrights,
distribution and quality of products and services. The enactment of any new laws
or regulations,  including international laws and regulations, could inhibit the
growth in use of the Internet and decrease the  acceptance  of the Internet as a
communications  and commercial  medium,  which could in turn decrease the demand
for our  services  and  those of our  partner  companies,  or  otherwise  have a
material  adverse  effect on our  business,  financial  condition  and operating
results, and those of our partner companies.

Future payment of dividends is not expected.

         The payment of dividends on the Common Stock is  determined in the sole
discretion  of the Board of  Directors.  The  Company  intends to retain  future
earnings,  if any,  to provide  funds for the  operation  of its  business  and,
accordingly,  does not anticipate  payment of cash dividends on its Common Stock
in the foreseeable future.

Purchasers face substantial dilution.

         A total of 4,411,527 shares of the Company's Common Stock are currently
outstanding.  Based upon the offering  price of $4.00 per Share and assuming all
of the Shares offered hereby are sold, purchasers of the Common Stock will incur
substantial immediate dilution.

The offering price is arbitrary.

         The price of the  Common  Stock  offered  hereby  has been  arbitrarily
determined by the Company without negotiation and, accordingly, the price of the
Common  Stock may not be an  indication  of the fair value of the Common  Stock.
There can be no  assurance  that the Common  Stock could be sold by investors in
the future at the offering price or for any other amount.

                                       36

<PAGE>




Management has broad discretion to utilize all funds.

         Management  has  broad  discretion  to  utilize  the  proceeds  of this
Offering.


                                 USE OF PROCEEDS

         The net proceeds to be realized  from this  Offering  will  approximate
$5,000,000 if the maximum offering is sold however it is possible that less than
the full amount of the Offering will be obtained.

         All funds will be applied toward working capital.

                     MANAGEMENT AND OTHER ADVISORY PERSONNEL

         Roni Greenbaum, Director and Secretary

Mr.  Greenbaum,  age  28,  is one of  Europe  Investor  Direct's  early  private
investors.  From 1999 to present,  Mr.  Greenbaum has been actively engaged as a
founder  of Galtar  Investments,  an  Israeli  project  management  and  finance
brokerage firm specializing in real estate. From 1996 to 1998, Mr. Greenbaum was
director  of  development  for  Millennium  Lofts  Cooperation,  a company  that
specialized  in  residential  property  development  in North West  London.  Mr.
Greenbaum  holds  an MSc in  Property  Investment  from  City  University,  City
Business School in London.  He also holds a Second Class Degree in BSc Economics
& Marketing from Guildhall  University,  London.  Upon  graduating  Herzlia High
School,  Mr.  Greenbaum  served as a  Paratrooper  in the Israeli  Armed Forces,
leaving the service under the rank of First Sergeant.

         Sharone Perlstein, Director and President

Mr.   Perlstein   age  28  graduated   from  the   University   of  Illinois  at
Champaign/Urbana  in 1993  with a B.A in  Communications.  Mr.  Perlstein  is an
entrepreneur  and after  graduating  from school  founded his own  import/export
company.  Mr. Perlstein's clients overseas led him to the financial world and he
made his way to Wall Street.  In 1994,  Mr.  Perlstein  joined US Securities and
Futures  located  at 110 Wall  Street in New York as a Series 7 and 63  licensed
broker.  After a year as a registered  representative  Mr. Perlstein gave up his
license to pursue a career as a  financial  consultant  to  emerging  technology
companies.  He has consulted  several companies and has acted in the capacity of
an investment  banker  assisting in  mergers/acquisitions/corporate  finance and
raising capital. Mr. Perlstein is very familiar with the technology community in
Israel.

James P. Gately. Treasurer and Chief Financial Officer

Mr. Gately,  age 42, is a certified public  accountant,  acts as Chief Financial
Officer. During his career in public accounting,  he has spent time in the areas
of audit,  taxation and small  business  consulting.  After managing a small CPA
firm he  decided  to  concentrate  his  practice  in the  area of  auditing  and
consulting  with companies that are, or intend to be, traded in a public market.
In addition to this, he teaches advanced level fifth year accounting  classes at
Florida Southern College.

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<PAGE>



He is treasurer of Congressman John Mica's  political  campaign and, as a member
of the American  Institute of Certified  Public  Accountants Key Person Program,
lobbies congress on behalf of the accounting  community.  Prior to his more than
ten year career in public accounting,  he assisted in his family's business, two
full line department  stores.  Experienced in all ends of that business,  he and
his family  decided to sell the  stores.  In 1989 he received an MBA Degree from
Keller  Gaduate  School of  Management  and in 1981 he  received a  Bachelor  of
Science  Degree in  Marketing  and a minor in  English  from the  University  of
Dayton.


         Gerald B. Raingold, Non-executive Director

Gerald B. Raingold,  age 57, is a senior  investment  banker based in London and
formally a Managing  Director  of the  international  investment  banking  group
Paribas,  in London,  responsible for the development of its investment  banking
and commercial banking operations.

He has in the past,  undertaken  substantial  domestic and cross border  equity,
mergers/acquisitions  and capital market assignments involving U.K., Continental
European, U.S., South African and Israeli corporations.

Previously  he was with  Coopers &  Lybrand  (both in Paris  and  Boston,  USA),
Wallace  Brothers and the Midland  Montagu  Group.  He is a qualified  chartered
accountant  and  Sloan  Fellow  of the  London  Business  School  (One  year MBA
program).

He holds a number of other non-executive directorships, principally in the U.K.

         Amos Pickel, Non-executive Director

Amos Pickel,  age 33, was appointed as a member of the Board of Directors of The
Red Sea Group,  an Israeli based  international  commercial real estate firm, in
May 1999. Since 1994 Mr. Pickel is the General Manager and a member of the Board
of Directors of Red Sea Hotels Ltd.  (traded on the  Tel-Aviv  Stock  Exchange).
Before then, he was Vice President of Red Sea Hotels Ltd. Mr. Pickel is a lawyer
by profession.  He earned his Bachelors degree from Tel-Aviv University in 1990,
and his Masters degree from N.Y.U.  in 1993. In his military  service Mr. Pickel
was a Project  Manager  of a  development  of a  computer-based  system  for the
Israeli Air Force Intelligence.

         Richard I. Anslow, Advisory Board Member

Richard  I.  Anslow,  age 39,  admitted  to the Bar,  1987,  New Jersey and U.S.
District  Court,  District of New Jersey;  1988,  District of  Columbia,  United
States Tax Court;  1996,  United States District Court,  Eastern District of New
York and  Southern  District  of New York.  Mr.  Anslow  received a Bachelor  of
Science in Accounting  with honors from the  University of Buffalo in 1982 and a
Juris  Doctor from  Cardozo  School of Law in 1985.  Mr.  Anslow is a practicing
attorney  and has  operated a law  practice  under the name  Richard I. Anslow &
Associates based in Freehold,  New Jersey since 1993.  Formerly  associated with
Ernst & Young  (predecessor  to Arthur Young & Co.), New York, New York as a tax
attorney; formerly associated with Stark & Stark, Princeton, New Jersey, a large
New Jersey  law firm,  within  the  securities,  corporate  and  banking  areas.
Practice  encompasses various aspects of transactional work including securities
(including, without

                                       38

<PAGE>



limitation,  private  placements,  initial public offerings,  annual filings and
registrations),  general  corporate and real estate,  bank loan  origination and
other  related  matters in the  securities,  corporate,  banking and real estate
areas, health care law, sports and entertainment law, and commercial  collection
matters.  Affiliations include Secretary of the Student Bar Association;  Chair-
Entertainment,  Arts  and  Sports  Law  Section  of the  New  Jersey  State  Bar
Association.

         Dr. Ron Daisy, Advisory Board Member

Dr. Ron Daisy,  age 36, is the head of the signal  processing and  communication
algorithms  development  group in  Comverse  Infosys  Inc.,  located in Tel-Aviv
Israel.  He is an expert in voice band modems  technology,  in  advanced  object
oriented software development  technologies,  and in system architecture design.
He received his DSc, MSc, and BSc degrees from the Technion, Israel Institute of
Technology,  in 1997,  1993, and 1990  respectively.  His main  interests  were:
Non-linear Optics, Optical  communications,  and Micro-wave and Optical systems,
in which he published 10 original  papers,  and issued one patent.  From 1981 to
1985 he served in the Air Force of the Israel defense army.

         William Luckman, Independent Consultant and Advisor

William  Luckman,  age 28, is a founder  of Europe  Investor  Direct,  Ltd.  and
currently serves as a Managing Director of the Company.  Since 1999, Mr. Luckman
has been active in developing the strategy,  content, and logistics for delivery
of financial  content  related to the Company's web site.  Mr.  Luckman has also
been  instrumental  in  developing  the corporate  structure of Europe  Investor
Direct, Ltd in its multiple jurisdictions. From 1994 to Present, Mr. Luckman has
held various  executive level positions for a number of established and emerging
growth  companies.  From 1998 to  Present,  Mr.  Luckman  has been  Senior  Vice
President of EuroSoft Corporation, a multi- national IT consulting,  product and
services  corporation with subsidiaries in the U.S., U.K.,  Germany and Finland.
From 1994 to 1997,  Mr.  Luckman was employed by American  Home  Mortgage of New
York (NASDAQ:  AHMH),  one of the largest  mortgage  banks in the United States.
During his employment with American,  Mr. Luckman successfully led the Company's
development  team for  building  out-of-region  growth in New York,  Florida and
Illinois, thus earning him the distinction as the youngest Vice President in the
Company's history.

             REMUNERATION OF MANAGEMENT AND OTHER ADVISORY PERSONNEL

     Mr. Sharone Perlstein is currently serving without remuneration. Management
does  intend,  however,  to provide  compensation  to Mr.  Perlstein in the near
future.

     Mr.  Roni  Greenbaum  is to be  paid  a  total  of  109,375  shares  of the
restricted  common stock of the Company upon  completion  of three (3) months of
duties as a director  or  secretary  and was  awarded  options to  purchase  the
restricted common stock of the Company as follows:

     (A) 35,000 stock options exercisable at $10.00 per share of common stock on
     or before May 1, 2001 (B) 35,000  stock  options  exercisable  after May 1,
     2001 and on or before May 1, 2002, at $15.00 per share of common stock.

                                       39

<PAGE>



     (C) 35,000 stock options  exercisable  after May 1, 2002,  and on or before
     May 1, 2003, at $20.00 per share of common stock.  (D) 35,000 stock options
     exercisable  after May 1, 2003, and on or before May 1, 2004, at $25.00 per
     share of common stock.

     Mr.  James  Gately is to be paid for his  services as  Treasurer  and Chief
Financial  Officer at the rate of $150.00 per hour for actual time  expended and
was awarded  options to purchase the  restricted  common stock of the Company as
follows:

     (A) 5,000 stock options  exercisable at $15.00 per share of common stock on
     or before May 1, 2001.  (B) 5,000 stock  options  exercisable  after May 1,
     2001 and on or before May 1, 2002, at $20.00 per share of common stock. (C)
     5,000 stock options  exercisable after May 1, 2002, and on or before May 1,
     2003,  at $25.00  per  share of  common  stock.  (D)  5,000  stock  options
     exercisable  after May 1, 2003, and on or before May 1, 2004, at $30.00 per
     share of common stock.

     Gerald  B.  Raingold  is to be paid  for his  services  as a  Non-executive
Director  at the rate of  $250.00  per  hour for  actual  time  expended  plus a
nonrefundable   retainer  of  100,000   shares  and  was  granted   options  for
compensation  for his  services  as a  director,  such  options  awarded for the
purchase of the restricted common stock of the Company as follows:

     (A) 25,000 stock options exercisable at $10.00 per share of common stock.
     (B) 25,000 stock options exercisable at $15.00 per share of common stock.
     (C) 25,000 stock options exercisable at $20.00 per share of common stock.
     (D) 25,000 stock options exercisable at $25.00 per share of common stock.

     Mr. Amos Pickel is to be paid a total of 109,375  shares of the  restricted
common stock of the Company upon  completion  of three (3) months of duties as a
director and was awarded options to purchase the restricted  common stock of the
Company as follows:

     (A) 35,000 stock options exercisable at $10.00 per share of common stock on
     or before May 1, 2001.
     (B) 35,000 stock options exercisable after May 1, 2001 and on or before May
     1, 2002, at $15.00 per share of common stock.
     (C) 35,000 stock options  exercisable  after May 1, 2002,  and on or before
     May 1, 2003, at $20.00 per share of common stock.
     (D) 35,000 stock options  exercisable  after May 1, 2003,  and on or before
     May 1, 2004, at $25.00 per share of common stock.


                                       40

<PAGE>



     Dr. Ron Daisy was granted options for  compensation  for his services as an
Advisory Board Member,  such options  awarded for the purchase of the restricted
common stock of the Company as follows:

     (A) 25,000 stock options exercisable at $10.00 per share of common stock.
     (B) 25,000 stock options exercisable at $15.00 per share of common stock.
     (C) 25,000 stock options exercisable at $20.00 per share of common stock.
     (D) 25,000 stock options exercisable at $25.00 per share of common stock.

     Richard I. Anslow was granted options for  compensation for his services as
an  Advisory  Board  Member,  such  options  awarded  for  the  purchase  of the
restricted common stock of the Company as follows:

     (A) 25,000 stock options exercisable at $10.00 per share of common stock.
     (B) 25,000 stock options exercisable at $15.00 per share of common stock.
     (C) 25,000 stock options exercisable at $20.00 per share of common stock.
     (D) 25,000 stock options exercisable at $25.00 per share of common stock.

     Mr.  William  Luckman  is to be paid  for his  services  as an  Independent
Consultant and Advisor at the rate of $250.00 per hour for actual time expended,
plus a  nonrefundable  retainer  of 200,000  shares of the  common  stock of the
Company.  In addition  special project work may be approved from time to time by
the Board of Directors although no such projects have been approved or are under
consideration at this time.

         SPECIFIC TRANSACTIONS, RELATIONSHIPS AND POTENTIAL CONFLICTS ON
                                    INTEREST

     In January 2000,  the Company  purchased 10% of the issued and  outstanding
shares of LP Records,  Inc. ("LP  Records"),  in exchange for a total payment of
$7,500.00.  LP  Records  is a  production  company  representing  both  new  and
established  musical  artists in the United States.  Ms. Lilach  Perlstein,  the
principal  owner and sole  Officer  and  Director of LP Records is the sister of
Sharone  Perlstein who is the  principal  owner and sole Officer and Director of
the Company.

     In January 2000,  the Company also acquired a total of 1,010,000  shares of
the common stock of Europe Investor  Direct,  Ltd.  ("EID") for the total sum of
$250,000.00.  EID is a United  States and  London  based  company  that owns and
operates Europe  Investor  Direct.com,  a subscriber  -based  financial  website
offering a broad  range of free and  premium  investment  information,  personal
finance  products and various other finance products related to the European and
United States markets.  The site offers investment  research,  academic content,
real time news, on-line tools for

                                       41

<PAGE>



tracking  investment  opportunities,  challenges  and  trends in Europe  and the
United States. The investment by the Company represents a fully diluted 8% stake
in EID.  The  current  sole  Officer and  Director  of the  Company  serves as a
Director of EID and owns  approximately 35% of EID. EID also employs Mr. William
Luckman, a paid consultant to the Company as its Managing Director.  Mr. Luckman
owns  approximately 20% of EID. Present legal counsel to the Company,  Donald F.
Mintmire, is a Director of EID.

         Jagerton  Research  was the majority  shareholder  of the Company for a
brief period of time.  Jagerton  Research is beneficially  owned by Ann Kristine
Perlstein, the sponsor of Sharone Perlstein.

         Consulting  fees  have  been  paid  by  the  Company  relating  to  the
restructuring  of  the  Company,   its  latest  acquisitions  and  research  and
development  relating to other potential  business and  acquisitions.  Such fees
were paid to Orly Capital  (wholly owned by Sharone  Perlstein),  Eagle Research
Group,  Inc. (wholly owned by William  Luckman),  and Jagerton  Research (wholly
owned by Ann Kristine Perlstein).

         The Company is indebted to Mr.  Perlstein in the amount of  $525,000.00
in  conjunction  with the Demand  Promissory  Note  dated  April 19,  2000.  Mr.
Perlstein  has  committed to  converting  this Note to equity under the terms of
this Offering.

         The Company is also indebted to Jagerton  Research,  Ltd. in the amount
of $127,300 as of March 31, 2000, such indebtedness represented in the form of a
demand note.  Jagerton has committed to converting this Note to equity under the
terms of this Offering.

         The Company is also  indebted to Giuseppe  Coniglione  in the amount of
$112,000 as of March 31, 2000,  such  indebtedness  represented in the form of a
demand note.  Mr.  Coniglione  has committed to  converting  this Note to equity
under the terms of this Offering.

                             PRINCIPAL SHAREHOLDERS

         Prior to this offering,  the Company had 4,411,527 shares of its Common
Stock issued and  outstanding.  The  following  table sets forth,  as of May 12,
2000,  the  beneficial  ownership of the Company's  Common Stock (i) by the only
persons  who are known by the  Company to own  beneficially  more than 5% of the
Company's Common Stock; (ii) by each officer and/or director of the Company; and
(iii) by all directors and officers as a group.


<TABLE>
<S>                     <C>                        <C>                <C>
Name                    Number of Shares           Percentage Owned   Percentage Owned
                        Owned Prior to Offering*   Before Offering*   After Maximum
                                                                      Offering*

Sharone Perlstein       4,000,000                  99.7%              72%

Officers and            4,000,000                  99.7%              72%
Directors as a group
</TABLE>


                                       42

<PAGE>



*Does not include an undetermined number of shares (approximately 800,000) to be
offered  to   Company   employees   and   consultant   through   its  Year  2000
Employee/Consultant  Plan,  to be filed in the near  future on S-8  Registration
Statement.  Mr. Pickel and Mr. Greenbaum after seving three (3) months under the
terms of their Board Member  Agreements  will each receive 109,375 shares of the
common stock of the Company.

                          DESCRIPTION OF THE SECURITIES

Common Stock

         The  authorized  capital stock of the Company  consists of  800,000,000
shares of Common Stock,  no-par  value.  Holders of the Common Stock do not have
preemptive  rights  to  purchase  additional  shares  of  Common  Stock or other
subscription  rights.  The Common Stock carries no conversion  rights and is not
subject to  redemption or to any sinking fund  provisions.  All shares of Common
Stock are entitled to share equally in dividends from sources legally  available
therefore  when,  as and if  declared  by  the  Board  of  Directors  and,  upon
liquidation or dissolution of the Company, whether voluntary or involuntary,  to
share  equally  in the  assets of the  Company  available  for  distribution  to
stockholders.  All outstanding shares of Common Stock are validly authorized and
issued,  fully paid and  nonassessable,  and all shares to be sold and issued as
contemplated  hereby,  will be validly  authorized  and  issued,  fully paid and
nonassessable.  The Board of Directors is authorized to issue additional  shares
of  Common  Stock,  not  to  exceed  the  amount  authorized  by  the  Company's
Certificate  of  Incorporation,  on such  terms  and  conditions  and  for  such
consideration  as the Board may deem  appropriate  without  further  stockholder
action.  The above  description  concerning the Common Stock of the Company does
not purport to be complete.  Reference is made to the Company's  Certificate  of
Incorporation  and Bylaws which are available for inspection  upon proper notice
at the Company's offices,  as well as to the applicable statutes of the State of
Colorado for a more complete  description  concerning the rights and liabilities
of stockholders.

         Prior to this  Offering,  there has been no market for the Common Stock
of the  Company,  and no  predictions  can be made of the effect,  if any,  that
market sales of shares or the  availability  of shares for sale will have on the
market price  prevailing from time to time.  Nevertheless,  sales of significant
amounts of the Common  Stock of the Company in the public  market may  adversely
affect prevailing  market prices,  and may impair the Company's ability to raise
capital at that time through the sale of its equity securities.

         Each  holder of Common  Stock is  entitled to one vote per share on all
matters on which such  stockholders  are  entitled to vote.  Since the shares of
Common Stock do not have cumulative  voting rights,  the holders of more than 50
percent of the shares  voting for the  election of  directors  can elect all the
directors  if they  choose  to do so and,  in such  event,  the  holders  of the
remaining shares will not be able to elect any person to the Board of Directors.

Preferred Stock

         The   authorized   capital  stock  of  the  Company  also  consists  of
100,000,000 shares of Preferred Stock, no-par value, none of which are issued.



                                       43

<PAGE>


                              PLAN OF DISTRIBUTION

         The Company will offer up to 1,250,000  Shares of its Common Stock. The
Shares will be offered directly by the Principals of the Company at the offering
price of $4.00  per  Share.  There is no  limitation  on the  number of Shares a
subscriber may purchase.

Price of the Offering

         There is currently a limited market for shares of the Company's  common
stock,  and there is no  guarantee  that a market  will ever  develop  for these
securities.  Accordingly, the offering price has been determined by the Company.
Among other factors  considered in such determination were estimates of business
potential for the Company, the Company's financial  condition,  an assessment of
the Company's  management and the general  condition of the securities market at
the time of this Offering. Such price does not necessarily bear any relationship
to the assets, income or net worth of the Company.

         The Offering price should not be considered an indication of the actual
value of the  Shares.  Such  price is  subject  to  change as a result of market
conditions and other factors,  and no assurance can be given that the Shares can
be resold at the Offering Price.

         There can be no assurance  that an active  trading  market will develop
upon completion of this Offering,  or if such market  develops,  that it will be
sustained. Consequently,  purchasers of the Shares offered hereby may not find a
ready market for their Shares.

                               CAUTIONARY WARNING

THE  COMPANY'S  BUSINESS  PLAN  AND  THE  COMPANY'S  FINANCIAL   STATEMENTS  AND
PROJECTIONS ARE FORWARD LOOKING.  STATEMENTS AND ACTUAL RESULTS COULD MATERIALLY
DIFFER  FROM  THE  PROJECTIONS.  AS  SUCH,  NO  INVESTOR  SHOULD  RELY  ON  SUCH
INFORMATION IN MAKING HIS INVESTMENT.


                             ADDITIONAL INFORMATION

         Each investor  warrants and  represents  to the Company that,  prior to
making an investment in the Company,  that he has had the opportunity to inspect
the books and records of the Company and that he has had the opportunity to make
inquiries to the  officers and  directors of the Company and further that he has
been provided full access to such information.

              (The remainder of this page intentionally left blank)




                                       44

<PAGE>



                       INVESTOR SUITABILITY STANDARDS AND
                             INVESTMENT RESTRICTIONS

Suitability

         Shares will be offered  and sold  pursuant  to an  exemption  under the
Securities Act, and exemptions  under  applicable  state securities and Blue Sky
laws.  There are different  standards  under these federal and state  exemptions
which must be met by prospective investors in the Company.

         The  Company  will sell Shares only to those  Investors  it  reasonably
believes meet certain suitability requirements described below.

         Each  prospective  Investor  must  complete  a  Confidential  Purchaser
questionnaire  and  each  Purchaser  Representative,  if any,  must  complete  a
Purchaser Representative Questionnaire.

         EACH INVESTOR MUST BE RESPONSIBLE FOR DETERMINING  THAT IT IS PERMITTED
TO INVEST IN THE COMPANY,  THAT ALL  APPROPRIATE  ACTIONS TO  AUTHORIZE  SUCH AN
INVESTMENT HAVE BEEN TAKEN,  AND THAT ANY  REQUIREMENTS  THAT ITS INVESTMENTS BE
DIVERSIFIED OR SUFFICIENTLY LIQUID HAVE BEEN MET.

         An investor will qualify as an  accredited  Investor if it falls within
any one of the  following  categories  at the time of the sale of the  Shares to
that Investor:

          (1) A bank as defined in Section  3(a)(2) of the Securities  Act, or a
     savings and loan  association  or other  institution  as defined in Section
     3(a)(5)(A)  of the  Securities  Act,  whether  acting in its  individual or
     fiduciary capacity; a broker or dealer registered pursuant to Section 15 of
     the  Securities  Exchange Act of 1934;  an insurance  company as defined in
     Section 2(13) of the Securities Act; an investment company registered under
     the  Investment  Company Act of 1940 or a business  development  company as
     defined  in  Section  2(a)(48)  of that Act;  a Small  Business  Investment
     Company licensed by the United States Small Business  Administration  under
     Section 301(c) or (d) of the Small Business  Investment Act of 1958; a plan
     established and maintained by a state, its political  subdivisions,  or any
     agency or instrumentality of a state or its political subdivisions, for the
     benefit  of its  employees,  if such  plan has  total  assets  in excess of
     $5,000,000;  an employee  benefit  plan within the meaning of the  Employee
     Retirement Income Security Act of 1974, if the investment  decision is made
     by a plan  fiduciary,  as defined in  Section  3(21) of that Act,  which is
     either  a  bank,  savings  and  loan  association,  insurance  company,  or
     registered  investment  adviser,  or if the employee benefit plan has total
     assets in  excess  of  $5,000,000,  or,  if a  self-directed  plan with the
     investment decisions made solely by persons that are accredited investors;


          (2) A private  business  development  company  as  defined  in Section
     202(a) (22) of the Investment Advisers Act of 1940;


                                       45

<PAGE>



          (3) An  organization  described  in Section  501(c)(3) of the Internal
     Revenue Code with total assets in excess of $5,000,000;

          (4) A director or executive officer of the Company.

          (5) A natural person whose  individual  net worth,  or joint net worth
     with that person's  spouse,  at the time of such  person's  purchase of the
     Shares exceeds $1,000,000;

          (6) A  natural  person  who had an  individual  income  in  excess  of
     $200,000  in each of the two most  recent  years or joint  income with that
     person's  spouse  in excess of  $300,000  in each of those  years and has a
     reasonable  expectation  of reaching  the same income  level in the current
     year;

          (7) A trust with total assets in excess of $5,000,000,  not formed for
     the specific purpose of acquiring the securities offered, whose purchase is
     directed by a  sophisticated  person as describe in Rule  506(b)(2)(ii)  of
     Regulation D; and

          (8)An  entity  in  which  all  of the  equity  owners  are  accredited
     investors (as defined above).

         As used in this  Memorandum,  the term "net worth"  means the excess of
total assets over total  liabilities.  In computing net worth for the purpose of
(5) above,  the  principal  residence  of the  investor  must be valued at cost,
including  cost  of  improvements,   or  at  recently   appraised  value  by  an
institutional lender making a secured loan, net of encumbrances.  In determining
income an  investor  should  add to the  investor's  adjusted  gross  income any
amounts attributable to tax exempt income received,  losses claimed as a limited
partner  in  any  limited   partnership,   deductions   claimed  for  depletion,
contributions  to an IRA or KEOGH  retirement plan,  alimony  payments,  and any
amount by which income form long-term capital gains has been reduced in arriving
at adjusted gross income.

         In order to meet the  conditions  for exemption  from the  registration
requirements under the securities laws of certain  jurisdictions,  investors who
are  residents  of  such   jurisdiction  may  be  required  to  meet  additional
suitability requirements.

         An  Investor  that does not  qualify  as an  accredited  Investor  is a
non-accredited Investor and may acquire Shares only if:

          (1) The  Investor is  knowledgeable  and  experienced  with respect to
     investments  in limited  partnerships  either  alone or with its  Purchaser
     Representative, if any; and

          (2) The Investor has been provided access to all relevant documents it
     desires or needs; and

          (3) The  Investor  is  aware of its  limited  ability  to sell  and/or
     transfer its Shares in the Company; and


                                       46

<PAGE>



          (4) The  Investor can bear the economic  risk  (including  loss of the
     entire  investment)  without  impairing  its  ability  to  provide  for its
     financial  needs and  contingencies  in the same  manner as it was prior to
     making such investment.

         THE COMPANY RESERVES THE RIGHT IN ITS ABSOLUTE  DISCRETION TO DETERMINE
IF A POTENTIAL  INVESTOR  MEETS OR FAILS TO MEET THE  SUITABILITY  STANDARDS SET
FORTH IN THIS SECTION.

Additional Suitability Requirements for Benefit Plan Investors

         In addition to the foregoing suitability standards generally applicable
to all  Investors,  the Employee  Retirement  Income  Security  Act of 1934,  as
amended ("ERISA"),  and the regulations promulgated thereunder by the Department
of Labor impose certain additional  suitability standards for Investors that are
qualified   pension,   profit-sharing   or  stock  bonus  plans  ("Benefit  Plan
Investor"). In considering the purchase of Shares, a fiduciary with respect to a
prospective  Benefit Plan Investor  must  consider  whether an investment in the
Shares will satisfy the prudence  requirement of Section  404(a)(1)(B) of ERISA,
since  there  is not  expected  to be any  market  created  in  which to sell or
otherwise  dispose of the Shares.  In  addition,  the  fiduciary  must  consider
whether the investment in Shares will satisfy the diversification requirement of
Section 404(a)(1)(C) of ERISA.

Restrictions on Transfer or Resale of Shares

         The  availability  of federal and state  exemptions and the legality of
the offers and sales of the Shares are conditioned upon, among other things, the
fact that the purchase of Shares by all  Investors are for  investment  purposes
only  and  not  with  a  view  to  resale  or  distribution.  Accordingly,  each
prospective Investor will be required to represent in the Subscription Agreement
that it is  purchasing  the Shares for its own  account  and for the  purpose of
investment  only, not with a view to, or in accordance with, the distribution of
sale of the  Shares and that it will not sell,  pledge,  assign or  transfer  or
offer to sell, pledge, assign or transfer any of its Shares without an effective
registration  statement under the Act, or an exemption  therefrom  (including an
exemption under Regulation D, Rule 505 or Regulation D, Rule 506) and an opinion
of counsel  acceptable  to the Company  that  registration  under the Act is not
required and that the transaction complies with all other applicable Federal and
state securities or Blue Sky laws.







                                       47

<PAGE>

                                  CONFIDENTIAL
                   Incubate This! Inc., a Colorado corporation
                  INVESTOR SUITABILITY EVALUATION QUESTIONNAIRE

1.       NAME              ___________________________________________________

2.       ADDRESS           __________________________________________________


3.       PHONE             Residence   (     )_____________________________
                           Business    (     )_____________________________

4.       SOCIAL SECURITY OR TAX ID NUMBER    ________________________

5.       DATE OF BIRTH        _____________________________________________

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

__________        I am a bank as defined in  Section  3(a)(2) of the  Securities
                  Act, or a savings and loan association or other institution as
                  defined in Section  3(a)(5)(A) of the Securities Act,  whether
                  acting in its  individual or fiduciary  capacity;  a broker or
                  dealer  registered  pursuant  to Section 15 of the  Securities
                  Exchange  Act of 1934;  an  insurance  company  as  defined in
                  Section 2(13) of the  Securities  Act; an  investment  company
                  registered  under  the  Investment  Company  Act of  1940 or a
                  business development company as defined in Section 2(a)(48) of
                  that Act; a Small Business  Investment Company licensed by the
                  United  States Small  Business  Administration  under  Section
                  301(c) or (d) of the Small Business  Investment Act of 1958; a
                  plan  established  and  maintained  by a state,  its political
                  subdivisions,  or any agency or  instrumentality of a state or
                  its political subdivisions,  for the benefit of its employees,
                  if such plan has total  assets  in  excess of  $5,000,000;  an
                  employee  benefit  plan  within the  meaning  of the  Employee
                  Retirement  Income  Security  Act of 1974,  if the  investment
                  decision  is made by a plan  fiduciary,  as defined in Section
                  3(21) of that Act,  which is either a bank,  savings  and loan
                  association,   insurance  company,  or  registered  investment
                  adviser,  or if the employee  benefit plan has total assets in
                  excess of  $5,000,000,  or, if a  self-directed  plan with the
                  investment   decisions   made  solely  by  persons   that  are
                  accredited investors;

__________        I am a private  business  development  company  as  defined in
                  Section 202(a)(22) of the Investment Advisers Act of 1940;

__________        I am  an organization  described  in  Section 501(c)(3) of the
                  Internal Revenue Code with total assets in excess of
                  $5,000,000;

__________        I am a director or executive officer of the Company.

__________        I am a natural person whose individual net worth, or joint net
                  worth with that person's spouse,  at the time of such person's
                  purchase of the Shares exceeds $1,000,000;

__________        I am a natural  person who had an individual  income in excess
                  of  $200,000  in each of the two  most  recent  years or joint
                  income with that person's spouse in excess of $300,000 in each
                  of those years and has a  reasonable  expectation  of reaching
                  the same income level in the current year;

__________        I am a trust with total  assets in excess of  $5,000,000,  not
                  formed for the specific  purpose of acquiring  the  securities
                  offered,  whose purchase is directed by a sophisticated person
                  as describe in Rule 506(b)(2)(ii) of Regulation D; and

__________        I am  an  entity  in  which  all  of  the  equity  owners  are
                  accredited investors (as defined above).


         I represent  that the total  purchase price does not exceed ten percent
(10%) 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.

                                       48

<PAGE>



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

Date:___________________________       ______________________________
                                       Name of Investor



                                       49

<PAGE>



                      SUBSCRIPTION AGREEMENT AND INVESTMENT
                           REPRESENTATION OF INVESTORS
                               INCUBATE THIS! INC.


265 Sunrise Avenue, Suite 204
Palm Beach, FL 33480
Telephone: (561) 832-5696
Facsimile: (561) 659-5371


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 Incubate  This!  Inc., a Colorado  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) A bank as defined in Section  3(a)(2) of the Securities  Act, or a
          savings  and loan  association  or other  institution  as  defined  in
          Section  3(a)(5)(A)  of the  Securities  Act,  whether  acting  in its
          individual  or  fiduciary  capacity;  a broker  or  dealer  registered
          pursuant  to Section 15 of the  Securities  Exchange  Act of 1934;  an
          insurance  company as defined in Section 2(13) of the Securities  Act;
          an investment  company  registered under the Investment Company Act of
          1940 or a business  development company as defined in Section 2(a)(48)
          of that Act;  a Small  Business  Investment  Company  licensed  by the
          United States Small  Business  Administration  under Section 301(c) or
          (d) of the Small Business  Investment Act of 1958; a plan  established
          and maintained by a state, its political  subdivisions,  or any agency
          or instrumentality of a state or its political  subdivisions,  for the
          benefit of its

                                       50

<PAGE>



          employees,  if such plan has total assets in excess of $5,000,000;  an
          employee  benefit plan within the meaning of the  Employee  Retirement
          Income  Security Act of 1974, if the investment  decision is made by a
          plan  fiduciary,  as defined in  Section  3(21) of that Act,  which is
          either a bank,  savings and loan association,  insurance  company,  or
          registered  investment  adviser,  or if the employee  benefit plan has
          total assets in excess of  $5,000,000,  or, if a self-  directed  plan
          with  the  investment  decisions  made  solely  by  persons  that  are
          accredited investors;

          (ii) A private  business  development  company  as  defined in Section
          202(a)(22) of the Investment Advisers Act of 1940;

          (iii) An organization  described in Section  501(c)(3) of the Internal
          Revenue Code with total assets in excess of $5,000,000;

          (iv) A director or executive officer of the Company.

          (v) A natural person whose  individual  net worth,  or joint net worth
          with that person's  spouse,  at the time of such person's  purchase of
          the Shares exceeds $1,000,000;

          (vi) A  natural  person  who had an  individual  income  in  excess of
          $200,000  in each of the two most  recent  years or joint  income with
          that person's  spouse in excess of $300,000 in each of those years and
          has a reasonable  expectation of reaching the same income level in the
          current year;

          (vii) A trust with total  assets in excess of  $5,000,000,  not formed
          for the specific  purpose of acquiring the securities  offered,  whose
          purchase  is directed  by a  sophisticated  person as describe in Rule
          506(b)(2)(ii) of Regulation D; and

          (viii)  An entity in which all of the  equity  owners  are  accredited
          investors (as defined above).

                  (d) The  investment is one in which I am purchasing for myself
and not for others,  the  investment  amount does not exceed 10% of my net worth
and I have the capability to understand the investment and the risk.

                  (e) 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.

                  (f) 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

                                       51

<PAGE>



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.

                  (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.

         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:


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<PAGE>




                                   (TO BE USED FOR INDIVIDUAL(S))

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Print Name of Individual                      Signature of Individual

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

_______________________________          By:______________________________
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Corporation - Trust - Entity                Representative

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Representative                                    Representative

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Incorporation or Organization

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