Investment in the Shares involves certain risks and is suitable only for persons of adequate financial means who have no need for liquidity with respect to this investment and who can afford the complete loss of their investment.

    The Shares will be sold only to subscribers who the Company reasonably believes are "accredited investors", and whose investment in the Shares does not exceed 10% of their net worth.

    Accredited investors are those who, at the time of sale of the Shares, are able to prove to the Company that they fall within certain categories enumerated in Rule 501(a) of Regulation D of the Act, including any of the following:

        (i)  Any bank as defined in the Securities Act of 1933, Section 3 (a) (2), whether acting in its individual or fiduciary capacity; insurance company as defined in the Securities Act of 1933, Section 2 (13); investment company registered under the Investment Company Act of 1940 or a business development company as defined in that Act, Section 2 (a) (48); small business investment company licensed by the U.S. Small Business Administration under the Small Business Investment Act of 1958, Section 301(c) or (d); employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, Title I, if the investment decision is made by a plan fiduciary, as defined in such Act, Section 3 (21), which is either a bank, insurance company, or investment advisor registered under the Investment Advisors Act of 1940, or if the employee benefit plan has total assets in excess of $5 million;

         (ii)   Any private business development company as defined in the Investment Advisors Act of 1940, Section 202(a) (22);

         (iii)    Any organization described in the Internal Revenue Code, Section 501 (c) (3), with total assets in excess of $5 million;

         (iv)   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;

         (v)  Any person who purchases at least $150,000 of the securities being offered, where the purchaser's total purchase price does not exceed 20% of the purchaser's net worth at the time of sale, or joint net worth with that person's spouse, for one or any combination of the following:

          (a)  cash

          (b)  securities for which market quotations are readily available;

          (c)  any unconditional obligation to pay cash or securities for which market quotations are readily available which obligation is to be discharged within five years of the sale of securities to the purchaser; or

          (d)  the cancellation of any indebtedness owed by the issuer to the purchaser.

        (vi)  Any natural person whose individual net worth or joint net worth with that person's spouse, at the time of his/her purchase exceeds $1 million;

        (vii)  Any natural person who had an individual income of joint income with that person's spouse in excess of $200,000 in each of the two most recent years and who reasonably expects an income in excess of $200,000 in the current year; and

        (viii)  Any entity in which all of the equity owners are accredited investors under subparagraphs (i) ? (iv), (vi) or (vii) of this paragraph.

    Each investor must also make certain representations to the general effect that such subscriber:

          (a)  does not have an overall commitment to investments, which are not readily marketable, that is disproportionate to his/her net worth, and that his/her investment in the Shares will not cause such overall commitment to become excessive;

          (b)  has adequate net worth and means of providing for his/her current needs and personal contingencies to sustain a complete loss of his/her investment in the Company at the time of investment, and has no need for liquidity in his/her investment in the Shares;

          (c)  is acquiring the Shares for his/her own account, for investment only, and not with a view toward resale or distribution; and

          (d)  is aware that he/she may not be able to liquidate their investment in the event of an emergency or for any other reason because there is neither at this time any public market for the Shares nor is one likely to develop in the foreseeable future and, further, is aware that the transferability of Shares will be subject to restrictions described herein and in the Subscription Agreement and will be affected by restrictions on re-sales imposed by the Act and the securities laws of this state.


    In addition to the federal laws, many states impose certain suitability requirements as to potential investors domiciled in such states as a condition to granting or recognizing an exemption from the registration requirements of state securities laws.

    Accordingly, the Company reserves the right to reject the subscriptions of any potential investor whom, in the Company's sole discretion, does not meet all of the foregoing suitability standards, or for any other reason.

For Further Information Contact:

JCI World Corporation