Definitions

Annual Earnings:

Annual earnings” means adjusted gross income, as reported for federal income tax purposes, less any income attributable to a spouse, increased by the following amounts (but not including any amounts attributable to a spouse or to property owned by a spouse), (i) the amount of any tax exempt interest income received;

(1) the amount of any losses claimed as a partner in a partnership;

(2) any deductions claimed for depletion;

(3) amounts contributed to an IRA or Keogh retirement plan;

(4) alimony paid; and

(5) any amount by which income from long-term capital gains has been reduced in arriving at adjusted gross income pursuant to the provisions of section 1202 of the internal revenue code of 1954, as amended.

Accredited Investor:

You are an accredited investor if any one of the following are true:

1) Your individual net worth, or joint net worth with spouse, at the time of this purchase exceeds $1,500,000.

2) You had an individual income in excess of $200,000 in each of the two most recent years and reasonably expect an income in excess of $200,000 in the current year.

3) You and your spouse have had joint income for the most two recent years in excess of $300,000 and expect your joint income to be in excess of $300,000 for the current year.

Net Worth:

The fair market value of all assets, estimated net market value of investment Real Estate, estimated values of other non-liquid investments, business valuations: 5X of annual income or any business broker or IRS recognized formula, all marketable securities, collectables, paintings, jewelry/gem collections, mineral rights, raw land, patents, royalties or rights, contracts, etc., excluding home, furnishings and personal automobiles.

Qualified Purchaser:

The fair market value of all assets, including home, furnishings and personal automobiles is or exceeds $1,500,000.