Accredited Investor Status. Subscriber represents

Accredited Investor Status. Subscriber represents that Subscriber
is an "accredited investor" as such term is defined in Rule 501 of Regulation D
2promulgated under the Securities Act of 1933, amended (the "Securities Act".
Specifically, the Subscriber is (check appropriate items):
(i) A bank, savings and loan association or other similar institution (as
defined in Sections 3(a)(2) and 3(a)(5)(A) of the Securities Act);
(ii) A broker or dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934, as amended;
(iii) An insurance company (as defined m Section 2(13) of the
Securities Act);
(iv) An investment company registered under the Investment
Company Act of 1940 (the "Investment Company Act";
(v) A Small Business Investment Company licensed by the U.S. Small
Business Administration under Sections 301(c) or (d) of the Small Business Investment
Act of 1958;
(vi) Any plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its subdivisions for the benefit
to its employees, which plan has total assets in excess of $5,000,000;
(vii) An employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974 ("ERISA", if the investment decision is made
by a "Plan Fiduciary", as defmed in Section 3(21) of ERISA, which is either a bank,
savings and loan association, insurance company or registered investment adviser;
(viii) An employee benefit plan within the meaning of ERISA having
total assets in excess of $5,000,000;
(ix) A self-directed employee benefit plan within the meaning of
ERISA, with investment decisions made solely by persons who are accredited investors
as defined in Rille 501(a) of Regulation D;
(x) A business development company (as defined in Section 2(a)(48)
of the Investment Company Act) or a private business development company (as defined
in Section 202(a)(22) of the Investment Advisers Act of 1940);
(xi) A corporation, partnership, Massachusetts or similar business trust,
or organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as
amended (tax exempt organization), not formed for the specific purpose of acquiring the
Units having total assets in excess of $5,000,000;
(xii) Any executive officer or director of the Company;
3An individual having an individual net worth or a joint net worth
with spouse at the time of purchase in excess of $1 ,000,000;
(xiv) An individual whose net income was in excess of $200,000 in each
of the two most recent years, or whose joint income with spouse was in excess of
$300,000 in each of those years, and who reasonably expects his net income to reach
such level in the current year;
(xv) A trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the Units whose purchase is directed by a sophisticated
person (i.e., person who has such knowledge and experience in financial and business
matters that he is capable of evaluating the merits and risks of any securities); or
(xvi) Any entity in which all of the entity owners are "accredited
investors."