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              Definition of an
                      Accredited Investor
              
               An Accredited Investor is any
                    person (entity) who comes within any of the following
                    categories, or who InternetFundManager.com, Inc. reasonably
                    believes comes within any of the following categories: 
                    (1) Any bank as
                  defined in section 3(a)(2) of the Act or savings and loan
                  association or other institution as defined in Section
                  3(a)(5)(A) of the Act whether acting in an individual or
                  fiduciary capacity; brokers and dealers registered under
                  Section 15 of the Securities Exchange Act of 1934; an
                  insurance company as defined in section 2(13) of the act; an
                  investment company registered under the Investment Company Act
                  of 1940 or a business development company as defined in
                  section 2(a)(48) of that act; 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; an employee benefit plan within the meaning of
                  Title I 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, insurance company, or registered investment adviser, or
                  if the employee benefit plan has total assets in excess of
                  $5,000,000; 
                  (2) Any private business development company as defined
                  in section 202(a)(22) of the Investment Advisers Act of 1940; 
                  (3) Any organization described in Section 501(c)(3) of
                  the Internal Revenue Code, corporation, Massachusetts or
                  similar business trust, or partnership, not formed for the
                  specific purpose of acquiring the securities offered, with
                  total assets of more than $5,000,000; 
                  (4) Any director, executive officer, or general partner
                  of the issuer of the securities being offered or sold, or any
                  director, executive officer, or general partner of a general
                  partner of that issuer; 
                  (5) Any natural person whose individual net worth, or
                  joint net worth with that person's spouse, at the time of his
                  purchase exceeds $1,000,000;  
                  (6) Any 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 in excess of $300,000
                  in each of those years and has a reasonable expectation of
                  reaching that same level in the current year; 
                  (7) Any 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 person
                  who has such knowledge and experience in financial and
                  business matters that he or she is capable of evaluating the
                  merits and risks of the investment in the Shares. 
                  (8) Any entity in which all of the equity owners are
                  Accredited Investors. 
                  (9) Any person who is a broker/dealer registered
                  pursuant to the Securities Exchange Act of 1934, as amended 
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