These securities have not been registered with or approved by the Securities Division of the Attorney General's Office in Delaware.  They are offered and sold pursuant to the Accredited Investor exemption provided by Section 503 of the Securities Rules and Regulations of the State. Sales may only be made to Accredited Investors as defined by SEC Regulation D Rule 501.  The purchase must be made for investment purposes only and not for purposes of any distribution. Any securities held for 12 months are presumed to be purchased for investment purposes only.  Resale or disposal of these securities within Delaware may only be made pursuant to an exemption or an effective registration statement.