Adam Winter

Accredited Investor. Rule 501(a) of Regulation D under the Securities Act of 1933 ("1933 Act") provides the categories of "Accredited Investors." An "Accredited Investor" must satisfy one of the following:

1.   Any director, executive officer, or general partner of the issuer of the securities being offered or sold, or any director, executive officer or general partner of a general partner of that issuer;

2.   Any natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000;

3.   Any natural person who had individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year;

4.   Any trust with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase of the securities is directed by a person who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment;

5.   Any organization that was not formed for the purpose of acquiring the securities being sold, with total assets in excess of $5,000,000; and

6.   Any entity in which all of the equity owners are Accredited Investors.