FORM MLOE-2 INSTRUCTIONS MARYLAND LIMITED OFFERING EXEMPTION Under the Maryland Securities Act Pursuant to Regulations 2.02.04.09 --.13 1. To be eligible to use this form and the limited offering exemption upon which it is based, the requirements of COMAR Regulations 02.02.04.09 --.13 (MLOE) must be met. You should review these requirements and adhere to them strictly in using this form. Failure to adhere to these requirements may expose the issuer and its management and principal owners to civil and criminal liability and administrative sanctions under the Maryland Securities Act. 2. If a disclosure document is required under COMAR 02.02.04.12C, this form or a disclosure document containing the information required by this form must be delivered to each prospective purchaser of securities before a sale to that purchaser. 3. This form is intended to be used as a simple disclosure document to be reviewed by prospective investors before investing. Responses shall not be misleading and shall be clear, concise, accurate, and complete. Technical language, terms of art, industry jargon, and legal "boilerplate" language should be avoided. Responses to the questions in the form should result in disclosure of the material facts concerning the issuer and the offering. ANYADDITIONAL DISCLOSURES YOU BELIEVE NECESSARY OR APPROPRIATE FOR THIS PURPOSE SHOULD BE SET FORTH ON SEPARATE SHEETS AND ATTACHED. Note: This form is designed to be completed by the management of the issuer in consultation with legal counsel and other professional advisors. Although not required by MLOE, issuers are urged to prepare a business plan prior to and in preparation of their securities offering. 4. The issuer is required to provide fair and complete disclosures, including material factors, both adverse and favorable, that will or are likely to affect the issuer or its business. >>>> 2 5. The disclosure requirements of this form are continuingin nature for the duration of the offering, and any material changein any of the information provided in this form must be communicated to each investor. In the event of a change in anymaterial fact or circumstance affecting the issuer or the offering,each investor shall be given the opportunity to withdraw hisinvestment. THE OMISSION OF A MATERIAL FACT OR MISSTATEMENT OF A MATERIAL FACTTO INVESTORS (WHETHER BY THIS FORM OR OTHERWISE) MAY GIVE RISE TOCRIMINAL AND CIVIL LIABILITIES UNDER THE MARYLAND SECURITIES ACTAND FEDERAL SECURITIES LAWS. USE OF FORM MLOE-2 Part I of Form MLOE-2 is intended for use by corporations,limited liability companies, real estate investment trusts, andlimited partnerships. Persons preparing an offering of securitiesof another entity are encouraged to consult with legal counsel inor der to provide equivalent disclosure for the relevant businessentity to the items of disclosure described in the Form MLOE-2. NOTE: Partnership issuers may find useful the disclosure guidelines contained in the Industry Guides under the Securities Act of 1933 issued by the U.S. Securities and Exchange Commission. Part II of Form MLOE-2 is available for all issuers subject torequirements of COMAR 02.02.04.12C(2), regardless of the type ofbusiness entity involved. If the anticipated aggregate offering price of any offering(regardless of the amount of proceeds received) under thisexemption exceeds $150,000, the issuer is required to file a noticeon Form MLOE-1 with the Securities Commissioner not later thanfifteen (15) days after the first sale of securities in Maryland.* * * * * * * * * * * * * * * * *ISSUERS HAVING QUESTIONS ABOUT THE USE OR CONTENT OF FORM MLOE-2SHOULD DIRECT INQUIRIES TO: Office of the Attorney General Securities Division 200 St. Paul Place, 20th Floor Baltimore, Maryland 21202-2020 (410) 576-6360 IF ADDITIONAL SPACE IS REQUIRED TO RESPOND COMPLETELY TO ANY ITEM,PLEASE ATTACH ADDITIONAL SHEETS. ii>>>> 3 FORM MLOE-2 LIMITED OFFERING OF SECURITIES UNDER THE MARYLAND LIMITED OFFERING EXEMPTION DISCLOSURE DOCUMENT PART I These Securities Are Offered For Sale In Maryland Pursuant To A Regulatory Exemption From Registration. The Division Of Securities Of The Office Of The Attorney General Of Maryland Has Not Reviewed The Information Nor Passed In Any Way Upon The Merits Of, Recommended, Or Given Approval To The Securities. Any Representation To The Contrary Is A Criminal Offense. IF ADDITIONAL SPACE IS REQUIRED TO RESPOND COMPLETELY TO ANY ITEM, PLEASE ATTACH ADDITIONAL SHEETS. 1. Date of commencement of offering: 2. General information about the company issuing the securities in this offering and about the offering: (a) Exact company name: (b) Jurisdiction of formation: (c) Date of formation: (d) Street address of principal office: >>>> 4 (e) Telephone number: ( ) (f) Name and street address of Maryland agent: 3. Securities being offered: (a) Total number of securities authorized by type and class ( e.g. , common shares, preferred shares, debt, limited liability company interests, etc.): (b) Total number of securities, by type and class, now outstanding: (c) Type, number, and amount of securities offered: (1) Type: (2) Minimum/Maximum number: (3) Minimum/Maximum amount: $ NOTE: If a minimum number is required to be sold as a condition to the final sale of any security in this offering, please state: (d) Minimum purchase per investor (if any): (1) Type: >>>> 5 (2) Number of securities: (3) Amount: $ (e) Offering price per security( e.g. , per share): $ (f) Number and type of voting securities owned by officers, directors, and principal owners ("principal owners" are those beneficially owning 10% or more of any class of outstanding securities immediately prior to this offering): (1) Before offering: (number) of (type of securities), representing ____% of total securities outstanding as of the date of this document. (2) After offering, assuming minimum securities are sold: (number) of (type of securities), representing ____% of total to be outstanding. (3) After offering, assuming maximum securities are sold: (number) of (type of securities), representing ____% of total to be outstanding. (4) If the officers, directors, or principal owners anticipate purchasing additional securities in this offering or are reserving the right to do so, please explain the anticipated effect on the foregoing percentages: (g) Use of proceeds: Minimum Maximum offering offering