UNITS OFFERED
HEREUNDER (BUT NOT LESS THAN THE MINIMUM OFFERING).
-ii-
THE STATEMENTS CONTAINED IN THE PRIVATE PLACEMENT MEMORANDUM CONCERNING THE
COMPANY, THE RIGHTS, INTERESTS, AND OBLIGATIONS OF THE INVESTORS, AND THE
VARIOUS DOCUMENTS RELATING THERETO ARE MERELY A SUMMARY AND DO NOT PURPORT TO BE
COMPLETE.
COMPLETE ACCESS TO ALL DOCUMENTS AND RECORDS OF THE COMPANY WILL BE
MADE AVAILABLE TO EACH OFFEREE AND HER OR HIS PURCHASER REPRESENTATIVE, IF ANY,
UPON REQUEST OF THE COMPANY AT THE FOLLOWING ADDRESS:
ENTERCONNECT, INC.
100 CENTURY CENTER COURT, SUITE 650
SAN JOSE, CALIFORNIA 95112
ATTENTION: SAM JANKOVICH, CHIEF EXECUTIVE OFFICER
PHONE 408-441-9500
THE PRIVATE PLACEMENT MEMORANDUM CONSTITUTES AN OFFERING ONLY TO PERSONS
RETURNING THE ENTERCONNECT, INC. CONFIDENTIAL SUBSCRIBER QUESTIONNAIRE TO THE
DESIGNATED REPRESENTATIVE OF THE COMPANY.
ANY REPRODUCTION HEREOF, IN WHOLE OR
IN PART, OR ANY DIVULGENCE OF THE CONTENTS HEREOF, IN WHOLE OR IN PART, WITHOUT
THE PRIOR CONSENT OF THE COMPANY IS PROHIBITED.
THE OFFEREE ACCEPTING DELIVERY OF THIS PRIVATE PLACEMENT MEMORANDUM AGREES
PROMPTLY TO RETURN TO THE COMPANY THIS PRIVATE PLACEMENT MEMORANDUM AND ANY
OTHER DOCUMENTS OR INFORMATION FURNISHED TO HIM IF THE OFFEREE DOES NOT AGREE TO
PURCHASE ANY OF THE UNITS OFFERED HEREBY.
IMPORTANT NOTICES
PROSPECTIVE INVESTORS MUST NOT CONSTRUE THE CONTENTS OF THIS MEMORANDUM AS
INVESTMENT, LEGAL OR TAX ADVICE.
EACH INVESTOR SHOULD CONSULT HIS OR HER OWN
INVESTMENT ADVISOR, LEGAL COUNSEL AND TAX ADVISOR AS TO THE BUSINESS, LEGAL, TAX
AND OTHER RELATED MATTERS CONCERNING THIS INVESTMENT.
***
-iii-
NEITHER THE DELIVERY OF THIS MEMORANDUM, NOR ANY SALE MADE HEREUNDER SHALL,
UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT THERE HAS BEEN NO CHANGE IN
THE MATTERS SET FORTH HEREIN SINCE THE DATE OF THIS MEMORANDUM.
***
NO OFFERING LITERATURE OR ADVERTISING IN WHATEVER FORM MAY BE EMPLOYED IN THIS
OFFERING EXCEPT FOR THIS MEMORANDUM.
NO PERSON HAS BEEN AUTHORIZED TO MAKE ANY
REPRESENTATION WITH RESPECT TO THE SECURITIES OFFERED HEREIN.
***
THIS OFFERING CAN BE WITHDRAWN BY THE COMPANY AT ANY TIME BEFORE CONSUMMATION
AND IS SPECIFICALLY MADE SUBJECT TO THE CONDITIONS DESCRIBED IN THIS
MEMORANDUM.
IN CONNECTION WITH THIS OFFERING AND SALE OF THE SECURITIES, THE
COMPANY RESERVES THE RIGHT, IN ITS SOLE DISCRETION, TO REJECT ANY SUBSCRIPTION.
***
STATEMENTS CONTAINED HEREIN AS TO THE CONTENTS OF ANY AGREEMENT OR OTHER
DOCUMENTS ARE SUMMARIES AND, THEREFORE, ARE NECESSARILY SELECTIVE AND
INCOMPLETE. COPIES OF THE DOCUMENTS REFERRED TO HEREIN MAY BE OBTAINED FROM THE
COMPANY AND ARE AVAILABLE FOR INSPECTION AT THE OFFICES OF THE COMPANY.
***
SALES OF THE SHARES CAN BE CONSUMMATED ONLY BY ACCEPTANCE BY THE COMPANY OF THE
OFFERS TO PURCHASE TENDERED TO THE COMPANY BY PROSPECTIVE INVESTORS.
***
PROSPECTIVE INVESTORS AND THEIR REPRESENTATIVES, ACCOUNTANTS AND ATTORNEYS ARE
ENCOURAGED TO ASK QUESTIONS OF, AND RECEIVE ANSWERS FROM, THE COMPANY CONCERNING
THE TERMS AND CONDITIONS OF THIS OFFERING AND TO OBTAIN ADDITIONAL INFORMATION
CONCERNING THE COMPANY.
***
-iv-
NOTICES AND LEGENDS SECURITIES
CERTAIN JURISDICTIONS REQUIRE NOTICES TO OFFEREES OF SECURITIES AND/OR LEGENDS
TO BE PLACED ON CERTIFICATES REPRESENTING