"Sophisticated purchaser" means a purchaser that, in connection with a distribution, gives an acknowledgement under section135 of the Rules to the Issuer, where the Issuer does not believe, and has no reasonable grounds to believe, that the acknowledgment is false, acknowledging both that:

1. the purchaser is able, on the basis of information about the investment furnished by the Issuer, to evaluate the risks and merits of the prospective investment because of:

1. the purchasers financial, business or investment experience, OR
2. advice the purchaser receives from a person who is registered to advise, or is exempted from the requirement to be registered to advise, in respect of the security that is the subject of the trade (the "Security") and who is not an insider of, or in a special relationship with, the Issuer of the Security; AND

2. the purchaser is one of the following [circle one] :

1. a person registered under the Securities Act, OR
2. an individual who:
   1. has a net worth jointly with the individuals spouse, at the date of the agreement of purchase and sale of the security, of not less that $400,000, OR
   2. has had in each of the 2 most recent calendar year, and reasonably expects to have in the current calendar year:
      1. annual net income before tax of not less than $75,000, OR
      2. annual net income before tax, jointly with the individuals spouse, of not less than $125,000; OR
3. a corporation, partnership or trust that:
   1. has net assets of not less than $400,000, OR
   2. has had in each of the 2 most recent calendar years, and reasonably expects to have in the current calendar year, net income before tax of not less than $125,000, OR
4. a corporation in which all of the voting shares are beneficially owned by sophisticated purchasers or of which the majority of the directors are sophisticated purchasers, OR
5. a general partnership in which all of the partners are sophisticated purchasers, OR
6. a limited partnership in which a majority of the general partners are sophisticated purchasers, OR
7. a trust in which all of the beneficiaries are sophisticated purchasers or the majority of the trustees are sophisticated purchasers.

Sections 89 (a) and 128 (a) of the Securities Rules.

Sales of Shares to no more than 49 purchasers who are Sophisticated Purchasers within a 12 month period.

Sections 89 (b) and 128 (b) of the Securities Rules.

Sales of Shares having an aggregate acquisition cost of at least $25,000 to Sophisticated Purchasers.

Section 89 (b) and 128 (c) of the Securities Rules.

Sales of Shares having an aggregate acquisition cost of at least $25,000 to Subscribers buying through a registered dealer qualified to trade or advise in the securities being offered.