Accredited Investor Guidelines

1. An individual who alone, or with a spouse, has a net worth of
over $1 million.

2. An individual who alone had income in excess of $200,000 in each of the past two years (or with a spouse, in excess of $300,000 in each of the past two years) and has a reasonable expectation of doing as well in the current year.

3. A financial institution such as bank, broker/dealer, insurance company or business development company.

4. Any director, officer or general partner of the issuer.

5. A trust or business partnership, with assets in excess of $5 million, that wasn't formed for the purpose of acquiring the unregistered securities.

6. Any entity wholly owned by accredited investors.