sell the Units on
behalf of the Company.
(3)
After deducting expenses of approximately $50,000 for legal, accounting,
printing and other costs associated with the offering.
-i-
THE SECURITIES OFFERED HEREIN HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR WITH THE SECURITIES COMMISSION OF ANY STATE.
NEITHER THE
SECURITIES AND EXCHANGE COMMISSION NOR THE SECURITIES COMMISSION OF ANY STATE
HAS REVIEWED OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS OFFERING.
ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
ALL OFFERS AND SALES OF THE UNITS ARE MADE IN RELIANCE UPON EXEMPTIONS FROM THE
REGISTRATION REQUIREMENTS OF THE FEDERAL SECURITIES ACT OF 1933, AS AMENDED (THE
"SECURITIES ACT"), UNDER SECTION 4(2) OF THE SECURITIES ACT AND REGULATION D
PROMULGATED THEREUNDER AND APPLICABLE STATE SECURITIES LAWS.
THE UNITS CANNOT BE RESOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED OR AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.
THERE IS AND WILL BE NO PUBLIC MARKET
FOR THE UNITS IN THE IMMEDIATE FUTURE.
ACCORDINGLY, THE UNITS SHOULD BE
PURCHASED ONLY AS A LONG-TERM INVESTMENT. THE COMPANY WILL FILE A REGISTRATION
STATEMENT WITHIN THIRTY (30) DAYS FROM THE LAST CLOSING OF THIS OFFERING FOR THE
REGISTRATION OF THE SECURITIES OFFERED HEREIN BUT THERE CAN BE NO ASSURANCE THAT
THE SECURITIES WILL BE REGISTERED AND IF REGISTERED, THERE WILL BE A PUBLIC
MARKET FOR THE SECURITIES.
SEE REGISTRATION RIGHTS PAGE 3.
THE UNITS ARE BEING OFFERED AND SOLD ONLY TO PERSONS WHO ARE "ACCREDITED
INVESTORS" WITHIN THE MEANING OF REGULATION D. EACH INVESTOR SHOULD BE
KNOWLEDGEABLE ABOUT, AND EXPERIENCED IN, INVESTMENTS OF THIS TYPE, SHOULD BE
ABLE TO BEAR THE ECONOMIC RISK OF THIS INVESTMENT FOR AN INDEFINITE PERIOD, AND
MAY ACQUIRE UNITS FOR INVESTMENT PURPOSES ONLY AND NOT WITH A VIEW TO, OR FOR
RESALE IN CONNECTION WITH, ANY DISTRIBUTION OF SECURITIES.
PURCHASERS OF UNITS WILL BE REQUIRED TO AGREE, BY SIGNING A CONFIDENTIAL
SUBSCRIBER QUESTIONNAIRE AND A SUBSCRIPTION AGREEMENT (THE FORMS OF WHICH ARE
ATTACHED HERETO AS EXHIBITS C AND D, RESPECTIVELY), THAT THEY WILL NOT OFFER,
SELL OR OTHERWISE PLEDGE, HYPOTHECATE OR TRANSFER THE SECURITIES UNLESS SUCH
SECURITIES ARE REGISTERED OR AN APPLICABLE EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT OF ANY APPLICABLE STATE SECURITIES LAW IS
AVAILABLE.
THIS PRIVATE PLACEMENT MEMORANDUM DOES NOT CONSTITUTE AN OFFER OR SOLICITATION
WITH RESPECT TO THE UNITS IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS UNAUTHORIZED.
NO OFFERING LITERATURE OR ADVERTISING IN WHATEVER FORM MAY BE EMPLOYED IN THE
OFFERING OF THE UNITS EXCEPT FOR THE PRIVATE PLACEMENT MEMORANDUM.
NO DEALER,
SALESMAN, OR ANY OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATION RELATED TO THIS OFFERING OTHER THAN AS SET FORTH IN THIS
PRIVATE PLACEMENT MEMORANDUM.
THE COMPANY RESERVES THE RIGHT TO WITHDRAW OR
MODIFY THIS OFFERING AND RETURN AMOUNTS TENDERED AT ANY TIME PRIOR TO THE
COMPLETION OF THIS OFFERING.
THE COMPANY RESERVES THE RIGHT TO TERMINATE THIS
OFFERING AT ANY SUCH TIME AND TO SELL LESS THAN ALL OF THE