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6.02[10] Investor Suitability QuestionnaireName of Subscriber: SUITABILITY QUESTIONNAIRE [All information shall be treated confidentially.] The undersigned, as an Offeree of _____________(the "Securities") being offered by _______________________ a corporation organized under the laws of the State of _____________ (the "Company"), understands that the securities are not being registered under the Securities Act of 1933, as amended ("Act"), nor under any other securities laws but, rather, are being offered privately by the Company pursuant to the private placement exemption from registration provided in Section 4(2) of the Act and/or Rules 504, 505, and/or 506 of Regulation D ("Regulation D") or other exemptions promulgated by the Securities and Exchange Commission ("SEC') and under exemptions provided by state securities laws. The undersigned further understands that the following information is needed in order to ensure compliance with the requirements of the private placement and limited offering exemptions and to determine (1) whether an investment in the securities by each investor is suitable in light of that investor's financial position, and (2) whether the investor meets certain minimum net worth, income or other tests in order to be deemed an "accredited investor" as defined in Regulation D and/or has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the investment. The undersigned understands that this questionnaire is to enable the Company to discharge its responsibilities under the private placement and limited offering exemptions and that, as issuer and/or any of its sales personnel, they ( THE COMPANY??) will rely upon the information and representations and warranties of the undersigned contained herein. Accordingly, the undersigned represents and warrants to those persons as follows: (i) the information contained herein is complete and accurate and may be relied upon by the Company and all persons connected with the Company; and (ii) the undersigned will notify the Company immediately of any material change in any of such information occurring prior to the acceptance or rejection of the undersigned's subscription for the securities. The undersigned also understands and agrees that, although the Company will use its best efforts to keep the information provided in the answers to this questionnaire strictly confidential, the Company may present this questionnaire and the information provided in answers to it to such parties as it deems advisable if called upon to establish the availability under any federal or state securities laws of an exemption from registration of this private placement or if the contents thereof are relevant to any issue in any action, suit, or proceeding to which the Company or any of its affiliates may become a party or by which it is or may be bound insofar as such relate to this Offering. The undersigned realizes that this questionnaire does not constitute an offer to sell the securities but is merely a request for information, with an offer being made by the Offering Memorandum. Please Print or Type and Complete Fully PART I. GENERAL INFORMATION1. Name of individual subscriber or subscribing entity: 2. Social Security No. or Taxpayer Identification No.: 3. Type of ownership (check appropriate box): ฀ Individual ฀ Employee Benefit Plan5 ฀ Partnership6 ฀ Individual Retirement Account7 ฀ Corporation8 ฀ Keogh Plan ฀ Trust9 ฀ Other Tax -Exempt Entities10 ฀ Joi nt Tenants11 ฀ Tenants in Common ฀ Other 4. If you are acting solely for your own account, please do not complete this Section 4. To the extent that you are not acting solely for your own account [as indicated in Section 3] and you are acting as partner, corporate officer, trustee or other, the persons that you represent are to be identified, below, as: Name Residence Address Telephone Social Security or Tax Identification Number NOTE: As discussed above, you must attach evidence of your authority to represent the person(s) named above (i.e., Partnership Agreement, Trust Agreement, Corporate Resolution, etc.) and, if the proposed purchaser is a corporation, partnership, trust, employee benefit plan, individual retirement account or other entity, attach evidence that the proposed investment in the Company has been authorized by such entity (i.e., minutes of meeting, corporate resolution, provisions of partnership agreement or trust agreement, etc.). 5. Marital Status: 6. Date of Birth (individuals) or of formation of organization (entities). 7. Residence or Principal Address [The address given must be the residence or business address. POST OFFICE BOXES AND OTHER ADDRESSES ARE NOT ACCEPTABLE.] 8. Address to which all correspondence should be sent: 9. Telephone Number: Home Business THE INFORMATION IN THE FOLLOWING SECTIONS 10 THROUGH 27, IS TO BE PROVIDED WITH RESPECT TO EACH OF THE INDIVIDUALS NAMED IN SECTION 10 BELOW WHO IS MAKING THE INVESTMENT DECISION, WHETHER ON HIS OWN AND/OR HIS SPOUSE'S BEHALF, OR, IN THE CASE OF A CORPORATION, PARTNERSHIP, TRUST OR OTHER ENTITY, ON BEHALF OF SUCH ENTITY. IF MORE THAN ONE PERSON IS MAKING THE INVESTMENT DECISION, ATTACH ADDITIONAL COPIES OF SECTIONS 10 THROUGH 27 FOR EACH DECISION-MAKER. 10. Name of individuals making investment decision: 11. Employment Information: (a) Name and address of employer: (b) Employer's telephone number: (c) Nature of Employer's business: (d) Your position and responsibilities: (e) Length of employment in your current position: 12. If you have had more than one job in the last five years, give the following information with respect to each job: Employer Nature of Business Position 13. Describe any other business connections reflecting knowledge and experience as to financial matters [service on boards of directors, professional licenses, etc.]: 14. Identify your educational background: Schools Degree(s) Year(s) Attended PART II. INVESTOR'S KNOWLEDGE AND EXPERIENCE 15. Do you have sufficient knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks associated with investing in the Company? Yes฀ No฀ 16. If the answer to Section 15 is "No," please name the investment adviser, if any, with whom you have reviewed the merits and risks of this offering. The investment adviser named below must act as your Purchaser Representative [as defined in Regulation D] and must complete a Purchaser Representative Questionnaire. Neither the Company nor any of its personnel may be your Purchaser Representative. Name: Firm: Address: Telephone Number: If the person named above acts as your Purchaser Representative, respond to the following: a. Do you understand the functions of a Purchaser Representative? Yes฀No฀ b. Do you believe your Purchaser Representative has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Company? Yes฀ No฀ c. Have you reviewed the information contained in the completed Purchaser Representative Questionnaire regarding such person?Yes฀No฀ 17. Have you read the Confidential Private Offering Memorandum of the Company, including all appendices, supplements and exhibits [if any] thereto? Yes฀No฀ 18. Do you understand the nature of an investment in the Company and the risks associated with such an investment? Yes฀No฀ 19. Do you understand that there is no guarantee of any financial return on this investment and that you run the risk of losing your entire investment? Yes฀No฀ 20. Do you understand that this investment provides limited and minimal liquidity since the securities are not freely transferable? Yes฀ No฀ 21. Do you or the entity proposing to invest in the Company by purchasing the securities have adequate means of providing for your or its current needs and personal contingencies in view of the fact that this investment provides limited liquidity? Yes฀No฀ 22. Are you purchasing these securities for investment and not with the intent to resell or make a further distribution of them? Yes฀No฀ 23. If the undersigned is not a natural person: a. Was the undersigned entity formed for the purpose of investing in the Company? Yes฀No฀ b. Did the shareholders, partners or grantors of the undersigned entity, as the case may be, contribute additional capital to such entity for the purpose of purchasing the securities? Yes฀ No฀ c. Does the undersigned represent that, as of the date of investment herein, its proposed interest in the Company, together with the undersigned's interests in all other corporations, partnerships, trusts or associations that are or would be excluded from the definition of investment company solely by reason of the provisions of Section 3(c)(1) Investment Company Act of 1940, will not represent more than ten percent (10%) of the undersigned's total assets, and does the undersigned agree to provide the Company with any additional information reasonably requested by it in order to evidence the same? Yes฀No฀ 24. You have the right, will be afforded an opportunity, and are encouraged to investigate the Company and to review relevant records and documents pertaining to it and its Plan of Business. You may also ask questions of a qualified representative regarding this investment and the operations of and method of doing business by the Company. Have you and your Purchaser Representative, if any, conducted any such investigation, sought such documents or asked questions of a qualified representative of the Company regarding this investment and the proposed operations and methods of doing business? Yes฀No฀ a. If the answer to Section 24 is yes, briefly describe that investigation: b. If the answer to Section 24 is yes, have you or your Purchaser Representative, as the case may be, completed such investigation and/or received satisfactory answers to any questions posed? Yes฀ No฀ 25. a. Have you ever invested in securities? Yes฀No฀ b. Have you ever invested in investment partnerships, limited liability companies, private placements, venture capital funds, short or long term secured or unsecured promissory notes or other non-marketable, restricted securities? Yes฀ No฀ 26. a. Indicate the frequency of your investments or, if the prospective purchaser is a corporation, partnership, or other entity, your investments on behalf of such entity, in non-marketable securities: FREQUENT ฀ OCCASIONAL ฀ SELDOM ฀ b. State the types of investments in which you have previously participated: (e.g.: real estate, oil and gas drilling, lease acquisition, stocks, bonds, equipment leasing, agriculture, or commodities) and the form of ownership (such as direct ownership, joint ventures, partnerships or limited partnerships): Type Form c. My knowledge of equity and/or debt investments is derived from: (Please check one or more): [ ] Attending various seminars and continuing education courses [ ] General reading material [ ] Counseling with financial advisors [ ] Reading of investment advisory letters and other subscription services [ ] College and/or Professional studies [ ] Exposure in my profession [ ] Other (please describe): d. State your investment objectives by checking the following where applicable: [ ] Income [ ] Appreciation [ ] Other e. I received knowledge of or a solicitation for this investment in the following manner: (Check applicable) [ ] Personal contact or acquaintance [ ] Investment advisor or counselor [ ] Prior investment or association with the managing member [ ]Affiliation with business or management [ ]Other (Please state): 27. a. Are you a United States citizen? Yes฀ No฀ b. If your answer to Section 27(a) is No, are you a United States resident for purposes of U.S. income taxation? Yes฀ No฀ c. By signing this Questionnaire you agree to inform the Company of any change in your status for purposes of Sections 27(a) and (b). Yes฀ No฀ PART III. ACCREDITED INVESTOR STATUS 28. NOTE: Regulation D does not limit the number of "accredited investors" to whom securities may be sold. As defined therein, individuals who have substantial net worth or income may qualify as "accredited investors," as may partnerships, corporations, trusts, employee benefit plans, individual retirement accounts, Keogh plans or other entities if they have substantial assets or if all of their equity owners have substantial net worth or income sufficient to qualify them as individual accredited investors. INITIAL ALL APPROPRIATE SPACES ON THE FOLLOWING PAGES INDICATING THE BASES UPON WHICH THE UNDERSIGNED SUBSCRIBER QUALIFIES AS AN ACCREDITED INVESTOR. In general, the subscriber is representing that he meets or exceeds the suitability standards set forth in the Offering Memorandum and has such knowledge and experience in financial and business matters so as to be capable of evaluating the merits and risks of an investment in the securities. FOR INDIVIDUAL INVESTORS ONLY: Initial a, b, c, or d whichever is applicable. a. I certify that I am an accredited investor because I have an individual net worth, or my spouse and I have a combined net worth, in excess of $1,000,000. For purposes of this questionnaire, "net worth" means the excess of total assets at fair market value [including home valued at cost or appraised value by an institutional lender making a loan secured by the property, home furnishings and automobiles] over total liabilities. orb. I certify that I am an accredited investor because my spouse and I had joint income of more than $300,000 in each of the previous two years and I reasonably expect to have joint income with my spouse in excess of $300,000 in the current year. For purposes of this Suitability Questionnaire, income means adjusted gross income, as reported for Federal income tax purposes. or c. I certify that I am an accredited investor because I had individual income [exclusive of any income attributable to my spouse] of more than $200,000 in each of the previous two years and I reasonably expect to have an individual income in excess of $200,000 in the current year. For purposes of this Suitability Questionnaire, individual income means adjusted gross income, as reported for Federal income tax purposes, less any income attributable to a spouse or to property owned by a spouse. or d. I certify that I am an accredited investor because I am a director or executive officer of this Company. FOR CORPORATIONS OR PARTNERSHIPS: Initial e or f, whichever is applicable. e. The undersigned hereby certifies that this entity is an accredited investor because it has total assets in excess of $5,000,000 and was not formed for the specific purpose of investing in the Company. or f. The undersigned hereby certifies that it is an accredited investor because all of its equity owners are accredited investors.. IF YOU INITIALED THIS SECTION 28(f) AND DID NOT INITIAL SECTION 28(d) ABOVE, PLEASE LIST BELOW THE NAMES OF ALL EQUITY OWNERS AND THE MANNER IN WHICH THEY QUALIFY [INITIAL APPLICABLE CATEGORIES]. THE COMPANY MAY, IN ITS SOLE DISCRETION, REQUIRE EACH SUCH EQUITY OWNER OF THE UNDERSIGNED TO COMPLETE A CERTIFICATION TO BE PROVIDED BY THE COMPANY. Section 28(a) Section 28 (b)/(c) Section 28(d)($1,000,000 ($300,000/$200,000 (Executive Names of All Equity Minimum Net Worth) Minimum Income) Officer or Owners Director) ____________________ ฀ ฀ ฀ ____________________ ฀ ฀ ฀ ____________________ ฀ ฀ ฀ ____________________ ฀ ฀ ฀ FOR TRUSTS: Initial f, g, or h, whichever is applicable. g. The undersigned hereby certifies that it is an accredited investor because it is a trust that has total assets in excess of $5,000,000 and was not formed for the specific purpose of investment in the Company, and either (i) it is a Massachusetts or other business trust or (ii) its purchase is directed by a person with such knowledge and experience in financial and business matters that he is capable of evaluating the risks and merits of an investment in the Company. orh. The undersigned hereby certifies that it is an accredited investor because it is (i) a bank, or savings and loan association or other institution, as defined in Section 3 (a)(2) or Section 3(a)(5)(A), respectively, of the Securities Act of 1933, (ii) acting in its fiduciary capacity as trustee and (iii) subscribing on behalf of a trust for the purchase of the securities. or i. The undersigned hereby certifies that it is an accredited investor because it is a revocable trust that may be amended or revoked at any time by the grantors thereof and all of the grantors are accredited investors under either Section 28(a) above [$1,000,000 net worth], Section 28(b) or 28(c) above [$300,000 joint or $200,000 individual income] or Section 28(d) above [executive officer or director of the Company]. IF YOU INITIALED THIS SECTION 28(i) AND DID NOT INITIAL SECTION 28(g) OR 28(h) ABOVE, PLEASE LIST BELOW THE NAMES OF ALL GRANTORS AND THE MANNER IN WHICH THEY QUALIFY [INITIAL APPLICABLE CATEGORIES]. THE COMPANY, IN ITS SOLE DISCRETION, MAY REQUIRE EACH SUCH GRANTOR OF THE UNDERSIGNED TO COMPLETE A CERTIFICATION TO BE PROVIDED BY THE COMPANY. Names of Section 28(a) Section 28(b/c) All Grantors (Minimum Net Worth) (Minimum Income ( ) ( ) ( ) ( ) ( ) ( ) ( ) ( ) FOR EMPLOYEE BENEFIT PLANS AND KEOGH PLANS: Initial j, k, l, m or n, whichever is applicable. j. The undersigned hereby certifies that it is an accredited investor because it is an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and the decision to invest in the Company was made by a plan fiduciary (as defined in Section 3(21) of ERISA), which is either a bank, savings and loan association, insurance company or registered investment adviser. 'Please state the name of such plan fiduciary: or k. The undersigned hereby certifies that it is an accredited investor because it is an employee benefit plan within the meaning of ERISA and has total assets in excess of $5,000,000. or l. The undersigned hereby certifies that it is an accredited investor because (i) it is a defined contribution or defined benefit plan qualified under Section 401(a) of the Internal Revenue Code of 1954, as amended; (ii) the plan provides for segregated accounts for each plan participant; (iii) the plan documents provide the plan participant with the authority to direct the plan trustee to make this investment of all or part of the assets attributable to the plan participant's account to the extent of the participant's voluntary contribution plus that portion of the employer's contributions that have vested to the plan participant's benefit; (iv) the plan participant has directed the plan trustee to make this investment; and (v) the plan participant is an accredited investor under either Section 28(a) above [$1,000,000 net worth], Section 28(b) or 28(c) above [$300,000 joint or $200,000 individual income] or Section 28(d) above [executive officer or director of the Company]. PLEASE LIST UNDER STATEMENT 28(m) BELOW, THE NAME OF THE DIRECTING PLAN PARTICIPANT AND THE MANNER IN WHICH HE QUALIFIES (INITIAL APPLICABLE CATEGORIES). orm. The undersigned hereby certifies that it is an accredited investor because all of the participants therein are accredited investors under either Section 28(a) above [$1,000,000 net worth] or Section 28(b) or 28(c) above [$300,000 joint or $200,000 individual income] or Section 28(d) above [executive officer or director of the Company]. Please list below the names of all such participants and the manner in which they qualify [initial applicable categories]. IF YOU INITIALED SECTION 28(k) or (l) ABOVE AND DID NOT INITIAL SECTION 28(j) or (k) ABOVE, THE COMPANY MAY, IN ITS SOLE DISCRETION, REQUIRE EACH PARTICIPANT OF THE UNDERSIGNED TO COMPLETE A CERTIFICATION TO BE PROVIDED BY THE COMPANY. Section 28(a) Section 28(b/c) Section 28(d)1,000,000 $300,000/$200,000 Executive Officer Name of Participants (Minimum Net Worth)(Minimum Income) or Director ( ) ( ) ( ) ( ) ( ) ( ) ( ) ( ) or n. The undersigned hereby certifies that it is an accredited investor because it is an employee benefit plan within the meaning of ERISA that is a self-directed plan and investment decisions made with respect to the plan are made only by accredited investors. Name of Individuals Section 28(a) Section 28(b/c) Section 28(d) with Investment 1,000,000 $300,000/$200,000 Executive OfficerDiscretion (Minimum Net Worth) (Minimum Income) or Director ( ) ( ) ( ) ( ) ( ) ( ) ( ) ( ) FOR INDIVIDUAL RETIREMENT ACCOUNTS: o. The undersigned hereby certifies that it is an accredited investor because the beneficiary thereof is an accredited investor under either Section 28(a) above [$1,000,000 net worth], Section 28(b) or 28(c) above [$300,000 joint or $200,000 individual income] or Section 28(d) above [executive officer or director of the Company]. OTHER TAX-EXEMPT ENTITIES: p. The undersigned hereby certifies that it is an accredited investor because it is an organization described in Section 501(c)(3) of the Code, with total assets in excess of $5,000,000, and was not formed for the purpose of investment in the Company. PART IV. SELECTED FINANCIAL DATA ANYONE WHO DOES NOT MEET ONE OR MORE OF THE CRITERIA SET FORTH IN PART III OF THIS SUITABILITY QUESTIONNAIRE. 29. Net worth (exclusive of home, home furnishings and automobiles) ฀ Under 60,000 ฀ $60,000 to $225,000฀ $225,000 to $750,000 ฀ $750,000 to $999,999฀ $1,000,000 to $1,500,000 ฀ Over $1,500,000 Please indicate amount of such net worth: $ . 30. Cash and cash equivalents and liquid securities (includes stocks, bonds, government obligations, etc. at fair market value) ฀ Under $100,000 ฀ $100,000 to $199,999฀ $200,000 to $600,000 ฀ Over $600,000 31. Investments in closely held companies, personal business and/or real estate ฀ Under $150,000 ฀ $150,000 to $249,999฀ $250,000 to $550,000 ฀ Over $550,000 32. Equity in all real estate, net of mortgages ฀ Under $150,000 ฀ $150,0 00 to $249,999 ฀ $250,000 to $249,999 ฀ Over $550,000 33. Annual gross income (as reported or anticipated to be reported for Federal income tax purposes). 2000 ฀ Under $60,000 ฀ $150,000 to $199,999฀ $60,000 to $150,000 ฀ Over $250,000 ฀ $200,0 00 to $250,000 1999 ฀ Under $60,000 ฀ $150,000 to $199,999 ฀ $60,000 to $150,000 ฀ Over $250,000฀ $200,000 to $250,000 1998 ฀ Under $60,000 ฀ $150,000 to $199,999 ฀ $60,000 to $150,000 ฀ Over $250,000฀ $200,000 to $250,000 The undersigned also hereby certifies to the Company as follows: (i) any purchase of the Common Stock will be for my own account, for investment only and not with a view toward the resale or distribution thereof; (ii) I do not presently have any reason to anticipate any change in present financial circumstances or other particular occasion or event that would cause me to sell my Common Stock; (iii) I have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of purchasing shares of the Common Stock; I am experienced in buying instruments similar to the Common Stock; I am able to bear the economic risk of an investment in the Common Stock; and I acknowledge that an investment in the Common Stock involves a high degree of risk, including the possible loss of my entire investment, and there is no assurance of any income from such investment; (iv) I have adequate means of providing for current needs and possible personal contingencies and have no need for liquidity in the investment in the Company; (v) I understand that the Common Stock has not been and will not be registered under the Securities Act of 1933, as amended, or any state law; (vi) I must bear the economic risk of investment in the Company for an indefinite period of time; (vii) I am not purchasing shares of Common Stock based upon representations, oral or written, by any person with respect to the future value of, or income from, such shares, or the length of time that it will be required to remain as the owner of such shares but rather upon an independent examination and judgment as to the prospects of the Company; (viii) the shares of Common Stock were not offered to me by means of general solicitations, publicly disseminated advertisements or sales literature; (ix) I have not authorized any broker, dealer, agent, finder or similar person to act on my behalf nor do I have any knowledge of any broker, dealer, agent, finder or similar person purporting to act on my behalf; (x) I acknowledge that there is no established market for the Common Stock and that it is not anticipated that any public market for such shares will develop; (xi) I acknowledge that I have been provided a Confidential Offering Memorandum and have fully informed myself of the terms, contents, conditions and effects thereof; (xii) I acknowledge that I have had access to financial and other information of the Company; that any and all documents, records and books pertaining to this investment have been made available for my inspection, or the inspection of my attorney or accountant, and that the books and records of the Company will be available, upon reasonable notice, for my inspection during reasonable hours at the principal place of business of the Company. I understand the capital structure of the Company and that such shares represent a minority position in the Company; (xiii) I have been afforded the opportunity to ask questions of representatives of the Company and receive satisfactory answers thereto as I deem necessary in connection with my decision to purchase shares of Common Stock;(xiv) I am not entitled to cancel, terminate or revoke the exercise of my Basic Subscription Privilege or Oversubscription Privilege; (xv) I acknowledge that the price for the Common Stock was determined by the Company and there has been no independent appraisal of the Common Stock; and (xvi) I acknowledge that the Company has limited operating history on which to base a decision to invest in the Common Stock. [SIGNATURE PAGE FOLLOWS] Dated:________________ _______________________________ _________________________________ Print Name of Entity Investor Print Name of Individual Investor By:____________________________ _________________________________Signature for Entity Investor Signature for Individual Investor _______________________________ _________________________________Printed Name Print Name of Joint Investor _______________________________ _________________________________ Title Signature of Joint Investor (if any):