APPENDIX 10

Sample Accredited Investor Questionnaire

1. INVESTOR QUESTIONNAIRE

This Questionnaire is being distributed in connection with the proposed offer and sale of [describe securities to be offered] (the “Shares”), of _____________________ Inc. (the “Company”), in a private placement exempt from the registration req uirements of Section 5 of the Securities Act of 1933, as amended (the “Act”), and the securities laws of certain states. The purpose of this Questionnaire is to assure the Company that each investor meets applicable suitability requirements. The information supplied by or on behalf of the entity named above (the “Investor”) will be used in determining whether the Investor meets such criteria.

By signing this Questionnaire, the Investor will be authorizing the Company to provide a completed Questionnaire to such parties as the Company deems appropriate in order to ensure that the proposed offer and sale of Shares will not result in a violation of the Act or the securities laws of any state. In making the determination that the proposed sale of Shares is exempt from registration, the Company will rely, in part, on the information supplied by or on behalf of the Investor in this Questionnaire.

All potential investors must answer all questions contained in this Questionnaire. If the answer to a particular question is “no,” “none” or “not applicable,” please so state. Please print or type all responses and attach additional sheets of paper if necessary to complete the answers to any item.

Completed Questionnaires should be sent to the attention of [name of company’s legal counsel], by hand delivery, regular mail or overnight courier to the following address: [street address of company’s legal counsel].

• • •

THIS QUESTIONNAIRE DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITY

SECTION A. INDIVIDUAL INVESTORS. Each Investor who is an individual (and each individual equity owner of an entity required to provide such information) must answer the questions in this Section A where applicable.

7. Please set forth the basis of or a description of your experience in any business or financial matters or investment experience that would help you evaluate the merits and risks of an investment in the Shares:

8. Do you (a) maintain an office, a house or apartment, (b) pay income taxes, or (c) hold a driver’s license, or are you registered to vote, anywhere, other than as shown above in your answer to Question 2?

YES____ NO____

If the answer is “yes,” explain in the space provided below.

SECTION B. NON-INDIVIDUAL INVESTORS. Each Investor which is not an individual must answer the questions in this Section B where applicable.

SECTION C. TYPE OF INVESTOR. Every investor must answer the questions in this Section C.

1. Indicate Type of Ownership Intended for the Share purchased:

____ INDIVIDUAL OWNERSHIP (one signature required)

____ JOINT TENANTS WITH RIGHT OF SURVIVORSHIP (both or all parties must sign)

____ CORPORATION (an authorized corporate officer must sign)

____ COMMUNITY PROPERTY (one signature required if Share are to be held in one name, i.e., managing spouse; two signatures required if the Share are to be held in both names)

____ TENANTS IN COMMON (both or all parties must sign)

____ OTHER—Trust, limited liability company, etc. (authorized individual must sign)

2. Please indicate which of the following categories applies to the investor by checking all those that apply:

(a) a natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of purchase exceeds $1,000,000.

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

(c) an organization described in section 501(c)(3) of the Internal Revenue Code of 1986, as amended, corporation, partnership, limited liability, Massachusetts or similar business trust or company, not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000.

(d) a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2) of Regulation D, promulgated under the Act.

(e) a bank as defined in section 3(a)(2) of the Act, or any savings and loan association or other institution as defined in section 3(a)(5)(A) of such Act, acting in either an individual or fiduciary capacity.

(f) a broker or dealer registered pursuant to section 15 of the Securities Exchange Act of 1934, as amended.

(g) an insurance company as defined in section 2(13) of the Act.

(h) an investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of such Act.

(i) a Small Business Investment Company licensed by the U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958, as amended.

(j) a plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000.

(k) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such Act, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000, or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors.

(l) a private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940.

(m) a director or executive officer of the Company.

(n) entity in which all of the equity owners meet at least one of the above criteria.

(o) none of the above.

SECTION D.REPRESENTATIONS AND WARRANTIES: The undersigned understands that the Company will be relying on the accuracy and completeness of the undersigned’s responses to the foregoing questions, and the undersigned represents and warrants to the Company as follows:

(i) The answers to the above questions and the representations set forth in this Section D are true, complete and correct and may be relied upon by the Company in determining whether the offering in which the undersigned proposes to participate is exempt from registration under the Act and applicable state securities laws.

(ii) The undersigned will notify the Company immediately of any material change in any statement made herein occurring prior to the closing of the purchase or receipt of the Shares.

[Signature pages follow.]

INVESTOR QUESTIONNAIRE
SIGNATURE PAGE FOR INDIVIDUALS

IF THE SUBSCRIBER IS AN INDIVIDUAL, COMPLETE THE FOLLOWING SIGNATURE LINES TO THE INVESTOR QUESTIONNAIRE:

IN WITNESS WHEREOF, the undersigned has completed and executed this Questionnaire this ______ day of ____________________, 20____ .

INVESTOR QUESTIONNAIRE
SIGNATURE PAGE FOR ENTITIES

IF THE SUBSCRIBER IS AN ENTITY, COMPLETE THE FOLLOWING SIGNATURE LINES TO THE INVESTOR QUESTIONNAIRE (only a representative of such Entity who is authorized to execute this document on behalf of such Entity should sign below):

IN WITNESS WHEREOF, the undersigned has completed and executed this Questionnaire this ______ day of ____________________, 20____.

Exhibit A to

INVESTOR QUESTIONNAIRE
CERTIFICATE OF LIMITED LIABILITY COMPANY
OR PARTNERSHIP INVESTOR

CERTIFICATE OF _________________________________________

The undersigned, constituting the manager or general partner, as applicable, making the investment decision on behalf of _______________________________________ (the “Investor”) with respect to the Company hereby certifies that:

1. The Investor commenced business on ________________________ and was established pursuant to a Partnership Agreement or an Operating Agreement (as applicable) dated ________________________ (the “Agreement”).

2. A true and correct copy of the Agreement is attached hereto and, as of the date hereof, the Agreement has not been amended (except as to any attached amendments) or revoked and is still in full force and effect.

3. As the manager or general partner, as applicable, of the Investor, I have determined that the investment in, and purchase of shares issued by the Company is of benefit to the Investor and have determined to make such investment on behalf of the Investor.

IN WITNESS WHEREOF, I have executed this Certificate as the manager or the general partner, as applicable, of the Investor this ______ day of ____________________, 20____ and declare that it is truthful and correct.

Print name / Signature ______________________________________

Exhibit B to

INVESTOR QUESTIONNAIRE
CERTIFICATE OF TRUST INVESTOR

CERTIFICATE OF _________________________________________

(Name of Trust)

The undersigned, being the trustee or trustees making the investment decision on behalf of ________________________ (the “Trust”) with respect to the Company hereby certify that:

1. A true and correct copy of the Trust Agreement dated ________________________ the “Trust Agreement”) is attached hereto and, as of the date hereof, the Trust Agreement has not been amended (except as to any attached amendments) or revoked and is still in full force and effect.

2. As the trustee or trustees of the Trust, I (we) have determined that the investment in, and purchase of, shares issued by the Company is of benefit to the Trust and have determined to make such investment on behalf of the Trust.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as the trustee of the Trust this ______ day of ____________________, 20____, and declare that it is truthful and correct.