EMERALD COAST HOLDING COMPANY

Leading the cannabis industry with integrity and commitment to consumers and the environment

Your guide to navigating California’s new commercial cannabis regulations and investment opportunities

Emerald Coast Holdings Inc | Last updated June 2018

Offering Investment Solutions for the Commercial Cannabis Industry in California. Emerald Coast Holding Company (ECHC) offers investors a long-term platform for entering into California's cannabis industry, as it continues evolving under state and local regulatory adjustments. Our business model and family of companies provide the maximum financial and legal liability protections, as well as the greatest tax advantages available to the cannabis industry at this time. Our products and services include: Management of long-term-renewable property, greenhouse, building and equipment leases; Development of property flips; Service of annual interest bearing loans; Operation of uniform branding and product management platform; Marketing of industry specific intellectual property; Ongoing development of joint marketing partnerships and ventures; Exclusive partnership with a 20-year Consulting Firm to offer industry products and services (formation and licensing assistance, educational products and legal services), and; Providing a "lease back" program to allow existing small cannabis businesses and family farms to continue developing their own brands, under our family of companies. Our business model has been developed to sustain long-term projected growth, without any direct exposure to the volatility of the cannabis industry. Our family of companies is positioned to continue securing additional commercial licenses, as state and local regulations become more settled.

The Premier Leader In Cannabis Innovation Investors

ECHC has networked with a team that includes the best companies and individuals in California, in order to provide our family of companies with valuable products and services. Our Directors have over 40 years of combined experience with cannabis farming, and with the legal and operational requirements of the cannabis industry, as well as experience with asset-loss prevention, mitigation and recovery strategies and business management.

Investors are currently struggling to identify stable portfolios in this emerging new industry. Between the constantly changing state and local guidelines for commercial cannabis operators in California, and the renewed interest in federal enforcement tactics against state compliant operators by our current DOJ, navigating the landscape to find suitable investments can be very challenging for those uninitiated to the cannabis industry. Fortunately, ECHC has developed a business model that clearly identifies these risks, and offers practical solutions for potential investors. Our Directors have on the ground experience navigating the political and legal landscapes of California's cannabis industry, and they're well versed in the day to day operational logistics of managing lawful cannabis production and procurement facilities.

Most Companies have not capitalized on the ancillary solutions to the problems of direct investments in the cannabis industry. We have. All of the other real estate based companies that we've researched thus far, do not possess real world experience or connection to the day to day operations of the cannabis industry. Our directors have personal experience operating cannabis farms and dispensaries. Additionally, most of the cannabis industry companies that are currently offering shares in California are not taking advantage of the legal and financial layers of separation that ECHC has established within our family of companies. They are instead offering direct investment into cannabis operations, which is not a sound practice under the current political climate, and does not afford their investors with the financial security, legal protections and tax advantages that our business model offers.

The Federal Problem: How Emerald Coast Holding Company has addressed this dilemma, through layered investment portfolios, in ancillary products and services. When we started the formation of this company, our primary task was developing a business model that would avail our investors with the maximum tax advantages, under Internal Revenue Code Section 280-E. After we initiated our developmental stage, and after consulting with numerous professionals in the legal and tax professions, we realized that our model would also protect investors from criminal or civil liabilities, stemming from any local or state issued commercial cannabis licenses, held by our Family of Companies. We have created a three stage legal and tax liability filter, between our investors and the operational status of any Licensed cannabis operations within our Emerald Coast brand. Our investors DO NOT invest directly in any cannabis operations. Therefore, ECHC may open bank accounts, deduct standard business deductions with the IRS, and valuate its shares based on products and services that are NOT directly linked to any cannabis licenses or operations. Our investment portfolio is favorably positioned so that our attorneys can defend our assets against any unwarranted law enforcement interventions. But more importantly, our operations are designed to withstand the test of any criminal prosecution probes, in order to avoid any legal or financial liabilities in the first place. ECHC is built to last. Weare the solution that investors have been looking for.

With every property that we obtain and develop, our company achieves measured growth. As we develop our Products (Long Term Leases, Property Flips, Lease Back Program, etc.), we will gradually be adding properties to our real estate portfolio. As we acquire and develop these properties, our net worth as a holding company will steadily increase. We plan on acquiring and developing these real estate assets gradually, as our funding will allow, in order to ensure steady growth for our shareholders. We have earmarked several properties that are perfect for licensing and cultivation, and that are exclusively available to us at this time. Some of these properties contain initial plots that are are ready for planting now, and many contain the potential for development of additional plots. The factor that most of these properties have in common is that they are all due to be reassessed for their viability as cannabis related agricultural properties, once they are developed further. Each reassessment will be followed by a re-appraisal and further positive adjustments to our asset portfolio. Some of the properties available to us also meet the regulatory conditions to qualify in 2023 for Type-V Cultivation Licenses (unlimited acreage), making these parcels far more valuable to our shareholders, once they are completely developed. If we can purchase some of these parcels before they are reassessed, we will realize asset gains just by virtue of owning the properties. Once we develop properties to the point of becoming licensed, we will lease to a third party, within our own family of companies, or sell the property for profit as a "flip". All of our plans regarding real estate and equipment acquisitions for use within the cannabis industry have been designed to promote steady growth for ECHC, and to ensure profit for our shareholders. Additionally, we've cultivated relationships with Real Estate Brokers and Bridge Loan Lenders, in order to continually search for new properties available for purchase or lease, enabling us to regularly expand our asset portfolio.

Our Operations are professionally managed. ECHC only contracts with reputable professionals, to provide valuable third-party services to our family of companies. We will also be providing ISO-9000 training to our management team, in order to boost the efficiency of our operations.

Investors in the cannabis industry need long-term stability, not short-term, get rich quick schemes. Investors in the cannabis industry need the stability of long-term profits that are derived from non-controversial sources, and producing measurable short-term gains. ECHC and our family of companies are designed to do just that. Our debt to asset ratio is projected to become 100% profitable (minus property management and maintenance costs), within 2-3 years, for each of the properties that we obtain.

Competitive Advantages ECHC was formed to allow an immediate “for profit” investment platform within California, as a holding, lending & lease company, having no direct liability in the company's operating licensed cannabis facilities on the properties under our control. ECHC is also developing innovative packages nearing beta test stage, which are expected to produce additional revenues, upon their implementation. These include legal, educational and political services and products. Our unique corporate structure and the relationship between our family of companies is designed to protect our investors from the instabilities of the cannabis market, while providing an umbrella of shared management, branding and access to top-rated third-party professional services, as we expand our real estate portfolio and company assets, over time.

Exclusive Partnerships We have exclusive partnerships with two cannabis production corporations, to lease our properties and various equipment. This unique partnership allows our investors to indirectly benefit from the operational costs of the cannabis industry, without the inherent risks of direct involvement with any licensed cannabis operations and their revenue streams. We also have established, and will continue cultivating exclusive partnerships, with various companies and individuals that provide ancillary products or services to our family of companies, and to the cannabis industry. These relationships will ensure that our operations receive the best products and services available in the market, and will enableus to provide consistency of operations, for each and every property that we control.

Lease Back Program This program allows small scale farmers to sell their property to ECHC, in order to fund their licensing goals. Our unique lease-back program enables them the opportunity to develop and profit from their business ventures, and ultimately to regain ownership of their land, while joining our unique family of companies, increasing our lease revenues, and helping to further develop the Emerald Coast brand.

Developing Turn-Key Properties ECHC shall purchase and develop suitable properties, in key jurisdictions, in order to re-list them for sale, as partially or fully licensed Commercial Cannabis Farms.

Long-Term Property & Equipment Leases, Annual Loans and Water Rights. In addition to the long-term renewable property and equipment leases that ECHC will maintain within our Family of Companies, we're also partnering with a Licensed Lender, offering annual operating loans to our Primary Lessees (with 10% interest going to ECHC), as well as developing a Water Bottling Program with spring water sources that are not legally available for cannabis production in California.

How You Can Invest In Our Success: We're currently offering private stock purchases to accredited investors, with a minimum purchase requirement, and may consider offering stock purchases to a limited number of non-accredited investors, on a case by case basis. All investments made with ECHC shall be utilized in an orderly fashion, to further specific stages of company growth, in regards to the acquisition and development of properties and other assets, as outlined in our business plans.

Competition There are only a few companies that we've identified having some similarity to ECHC. While none of these companies offer such diversified products and services as ECHC, each of them offers enough similarity to components of our business plans, to provide some comparative value in assessing the merits of investing in ECHC. At this point in time, we are the ONLY company offering the opportunity to invest exclusively in California's north coast region. We have accordingly dubbed this region to be "The Emerald Coast", in honor of our historic opportunity to develop properties within this historic area, and to market a brand that's worthy of the cultural recognition attributed to the cannabis produced from this region. When comparing the advantages of choosing to invest in ECHC over our competition, it's important to consider more than just the benefits that our business plans and product packages offer to investors. It's also imperative that investors weigh the inherent risks that each company takes on, and compare the Risk Mitigation and Loss Mitigation Strategies that each company employs. Here at ECHC, we take pride in the lengths we'll go to protect our investors' interests. Our Risk Mitigation Strategies include:

3-layers of legal and financial separation between investors and licensed cannabis operations.

Industry-specific lease agreements offering two-party termination in the event of law enforcement interventions or license revocations, and contingency plans to shift operational and staffing priorities, as well as investment in long-term product storage capabilities, in the event of artificially or naturally occurring market fluctuations or instabilities.

Our Loss Mitigation Strategies include:

Complete product and cultivation insurance packages (as available within California), in the event of any crop losses suffered by our Tenants.

Retainer of seasoned attorneys to provide our family of companies with superior representation with any criminal defense or asset recovery needs.

Transitional use plans for each property under our control, in the event of non-completion or revocation of license status (including selective Timber Harvest Management Plans, use as collateral for more immediate projects, possible time-share retreat for investors, or listing the property for sale to provide immediate asset recovery). Additionally, all ECHC properties with sufficient water resources will produce additional revenue streams, regardless of cannabis license status.

Competitors Greenzone Properties, LLC. This company operates under a similar model to ECHC, and is thus far developing properties in southern California. They offer investors a 50/50 split on profits, with opportunities to invest in specific properties. However, their projected timelines for the development and profitability of their properties seem premature, given the backlog of license applications throughout the State, and the lack of availability of engineers and other professional services in California caused by recent natural disasters. Emerald Coast Holding Company is better positioned to offer long-term growth, because we maintain a family of companies, acting in tandem to guarantee lease revenues, and to develop uniform farming practices and product branding. Because all of our partnerships are under one umbrella, our overhead is reduced, our business practices are uniform, and our brand literally expands with every new acquisition.

High Hampton Holdings

This company has similar goals to ECHC, and has acquired at least one property under development, in the Coachella area. Their stock offering started at $0.05 per unit, and has risen to $0.60 per unit, in just under 1.5 years. However, they are based out of Canada, and their stock is publicly traded, which means they are not well positioned to take full advantage of the opportunities present in California, because they are subjected to far more scrutiny and limitations imposed by federal regulators, and they're not as familiar with Calif. regulations. As our base of operations is in California, Emerald Coast Holding Company is better positioned to acquire and develop more properties within California, due to the extensive contacts available to our directors, and the extent of our combined experiences within California's cannabis industry. Our privately held stock also affords greater anonymity to our investors, with far less red tape than publicly traded companies in this industry are subjected to.

Calcann Holdings, LLC. This company is very similar to ECHC, and is currently developing properties and offering Licensing Assistance Services and Political Support Services to the cannabis industry in southern California. However, their real estate packages seem to be limited to Property Flips, with little to no emphasis on cannabis product branding, and no additional revenue streams, besides their consultation services. Also, their consultation services are well rounded, but the package deals they offer seem to be under-priced. The revenue streams available to Emerald Coast Holding Company include several additional packages, and ECHC retains ultimate ownership and control of every property that we develop (excepting those that we Flip). And, our upcoming acquisition of Full Circle Cannabis Consultations will offer similarly valuable start-up services to the cannabis industry, at rates that are more comparable to the workloads required to successfully launch a new business in California's cannabis sector.

Business Valuation and Metrics Designed to capitalize on both a short-term & long-term basis, ECHC uses a Discount Cash Flow Model (DCF) for our projected growth valuation. Our valuations reflect projections at 33% growth, 16% growth & 11% annual growth. Additionally, with an estimated $18,000,000 cash flow from initial operations, the valuations have been calculated with a WACC (weighted average cost of capital) at 50%. The following two graphs* represent the approximate best case scenario at 33% growth. The remaining graphs* illustrate mid-case & worst case scenarios for our growth projections. However you want to cut it, positioning yourself in the cannabis industry with ECHC will reap immense rewards.

$148,000,000 33% $6,000,000 Net Projected Value Expected Annual Growth First Year Operating Expenses

California's Medical Cannabis Market has existed since 1996, and has effectively been regulated by the State, through the adoption of the Compassionate Use Act, the Medical Marijuana Program Act, and through various Acts of Legislation, High Court Rulings and Administrative Findings issued by California.

California's Recreational Market has technically existed since 2016, but it's implementation and enforcement have only begun as of now, in 2018. Additionally, Industrial Hemp has also become legal in California, with the implementation of CA Health & Safety Code § 11018.5 (2016) initiated by AUMA and MAUCRSA.

It is anticipated that State and Local regulations will continue to evolve and settle, at least through 2023, when Type 5 Cultivation Licenses may be issued by California. These licenses are relatively unlimited in size, as compared to the existing Licenses available now.

California has a Population of approximately 39 million people and many Dense Census Metropolitan Areas. California's existing Medical Cannabis Market consists of approximately 750,000 - 1,500,000 qualified patients. In regards to potential recreational sales and Tourism dollars, California receives approximately 280 million visits each year, and tourists spend over $134 billion in California every year.

Our research indicates that California represented approximately 49% of the legal cannabis market in the United States, as of 2014 (with national sales totaling approximately $2.7 billion at that time), and that the State had an estimated 2800 Legal Dispensaries as of 2016, with statewide annual revenues exceeding $844 million. This number is only expected to increase, for at least several years, as more communities opt for regulation and taxation, over prohibition and local bans.

The Ask We are raising an initial $6 million to expedite our current goals, and are ultimately raising $36 million to facilitate the expansion of our asset portfolio, in preparation for the introduction of "Category 5" Cultivation Licenses to California's cannabis industry in 2023.

Funding Goals The following itemizes the intended use of proceeds:

A) General Start-up expenses -

$1,000,000.00

B) Flip properties for resale in the cannabis market -

$2,250,000.00

C) Establish Cannabis Farms in Northern California -

$1,250,000.00

D) Research and Develop New Markets And Superior Cannabis Strains -

$1,000,000.00

E) Introduce Consulting & Political Platform Hub For The Cannabis Industry -

$250,000.00

F) Advertise Services & Market Our Portfolio To The Cannabis Industry -

$250,000.00

Timeline We have successfully completed our "developmental stage", including the formation of our family of companies, establishment of retainer agreements with various professional services, established relationships with real estate brokers and located key properties that are exclusively available to us, performed cost/benefit analysis and long-term income projections for each property, identified our operating costs for the first few years, prioritized the financial order of acquisitions and development for each property, secured bridge loan lenders (if needed), finalized our Private Placement Memorandum, and conducted our first internal company valuations. Now that we are ready to offer investors an equity share in our company, it's time to initiate the "operational stage" of our business plans. This includes leasing an office space in Humboldt County to serve as our base of operations, securing each of the properties on our list, initiating their development as licensed facilities, funding our initial staffing and professional needs, and funding the initial loans to our non-profit cannabis farming companies. We've set the table for our investors to fund our operations for the next few years, as we develop our acquisitions into portfolio assets (providing long-term lease revenues, loan interest revenues and "turn-key" property sale revenues). We have received an initial loan (as of February 2017), and have just accepted initial investors, as of April 2018. We're now positioned to raise funds through the 2018-2019 cycle, in order to maintain the schedule needed to acquire and develop the initial properties available to us now. As these properties are secured and developed, they will each enter into licensing status and begin to generate revenues, in the order in which they are completed. We anticipate conducting one property flip, per every two long-term lease properties, in order to ensure increasing and reliable profits for the company. Our valuations at this time include 3 year, 5 year and 10 year projections, based on the properties currently available to us.

Our 2018 - 2021 Catalysts: June 2018 - June 2019

First Year Operating Expenses (HQ, Staffing, CPA, Repayments, etc.) = $500,000 Complete Nursery development and begin growing clones and seeds = $500,000

Pay first installment of Mendocino purchase (80+ Acres) = $100,000 Retain Environmental Consultant for Rezone Application = $35,000

Initiate Holding Deposit(s) for R.M. Properties = $25-50K Operations Loan to Emerald Coast Nurseries (Nursery) = $538,000

$1,723,000

June 2019 - June 2020

Second Year Operating Expenses = $500,000 Pay Second (Final) Installment of Mendocino Purchase = $100,000

Pay County and State Fees for Rezone of Prairie = $15,000 Begin Escrow Process for R.M. Properties (G.A. & V.P.) (@ 20% down) = $4,000,000

Begin Development of R.M. Properties (infrastructure & greenhouses)= $4,000,000

$8,615,000 June 2020 - June 2021

Third Year Operating Expenses = $1,000,000 Develop Mendocino Property = $1,017,600

Prepare R.M. Properties for lease, and sale, respectively = $4,000,000 Operations Loan to Emerald Coast Cannabis Farms (Mendocino) = $3,000,000

Operations Loan to Emerald Coast Cannabis Farms (Humboldt) = $4,000,000 Identify and Purchase "Type 5" property(s) to develop for 2023 =$2,000,000

$15,017,600

The Team

Jason Browne Chief Executive Officer Jason's experience:

Co-founded and helped to manage the first dispensary in Humboldt County (Humboldt Medical Cannabis Center) from 1997-2001;

Co-developed the first municipal ID CARD for patients and primary caregivers in California;

Oversaw some of the first Direct Access Farms in California that were inspected by law enforcement from state and local agencies and passed with flying colors.

Managed several collective farms, for 17 years. Was originally trained in outdoor farming techniques by some of the Mud Men of southern Humboldt;

He's served as an Expert Witness in State and Federal Courts (criminal and civil law) for 20 years;

Faced off against 3 separate police raids, two of them included federal agents. He was never arrested or charged, and court forced return of their property in one instance, because of the legal models he developed to farm cannabis;

He's assisted numerous clients with their own business formations in the cannabis industry for the past 8 years, and has helped to found several organizations that serve the industry;

Regularly interacts with state and local governments and agencies, in regards to the latest cannabis regulations and licensing requirements, to assist his clients;

Served as a community organizer and was involved with voter registration and signature gathering efforts that led to the passage of the Compassionate Use Act of 1996.

https://www.linkedin.com/company/emerald-coast-holding-company/

Sequoia Nys Chief Operating Officer Sequoia's experience:

20+ years of industry experience, ranging from constructing, upgrading, and managing indoor and outdoor cultivation and nursery operations;

A second generation grower, and a native of Humboldt County, Sequoia has been on the industry forefront in technology, engineering and Cannabis horticulture by virtue of his varied experience working with a broad range of professional cultivators, cloners and manufacturers;

As a cultivator, he was one of the first to develop and implement light deprivation techniques, and is among those responsible for popularizing several strains that are now commonplace, such as Headband and Blackberry Kush;

Sequoia also has experience in marketing and advertising and as on air talent at several radio stations, and as a promoter, producer and public relations specialist for various entertainment ventures;

Served as a community organizer and was involved with voter registration and signature gathering efforts that led to the passage of the Compassionate Use Act of 1996.

https://www.linkedin.com/in/sequoia-nys-3b632869

Ari King ∴

Chief Financial Officer

Ari's experience:

Loss Prevention Officer at Omni Hotels and Resorts;

Insurance broker and benefits counselor for Veterans Affairs;

Was a principal in securing start-up funding for a successful cannabis co-op under Jason Browne;

Received an education in Business Administration from Prof. Chris Haroun, Professor at Hult International Business School;

Receives ongoing training in business administration, management & Six Sigma/ISO 9000 through education provided by Argosy University, Kellogg School of Management & iCollege Certifications;

Ari is developing the Asset Protection and Loss Mitigation Programs for ECHC, and will be overseeing our ISO 9000 staff training sessions, for all of our companies.

https://www.linkedin.com/in/ari-king-∴-emeraldcoast

Our Strategic Advisors

Jacob Berkman

Corporate Advisor

In addition to his role guiding clients of Prospectus.com and project management of firm engagements to ensure clients’ value propositions are framed in ways that best appeal to accredited investors, he serves as an advisory board member to merchant bank SenaHill Partners. Jacob is active in various philanthropic initiatives, including advising organizations focused on improving the lives of Service-Disabled Veterans and their families.

http://prospectus.com

https://thejlcgroup.com/

William Blunt

Real Estate Broker

Over 20 years of firsthand experience. The only CRS (Certified Residential Specialist) in Tehama County. The only GRI (Graduate of the Real Estate Institute) as well. Voted "Best Agent" in Tehama County by the readers of the Red Bluff Daily News, twice...

http://www.williamblunt.com/home.html

Dave Varshock

Real Estate Broker

Calling Humboldt County home since 1995 and bringing over a decade of experience to the table, I help Buyers, Sellers, and property owners realize the full potential of their real estate investments. 1st time home buyers or seasoned investors, selling a starter home, multi-unit residential or commercial endeavor, bare land or a sprawling ranch I have the skill-set and resources to get things done while minimizing typical issues that arise in most transactions. I don’t believe in a “no-win” situation and I never met a day or experience I haven’t learned from. I have a passion for property, helping people and being the absolute best I can be each and every day. Let’s make some real estate happen!

http://mingtree.com/agent-detail.cfm?UserID=7355

dave@mingtree.com

Vincent Luttuca

Real Estate Appraiser

Vince is now Semi-retired, as a Real estate expert with 30 years of experience. He also has over a decade of experience as a commercial NYS real estate appraiser, and is an advanced MAI candidate, with clients including financial institutions, government agencies, municipal authorities and private corporations.

Background includes creative private redevelopment of Industrial properties.

lattucavincent@gmail.com

Bernie Bunning

Certified Public Accountant

Bernard Bunning is a Certified Public Accountant and M&A Advisor with over 40 years of accounting and financial advising experience. He is the owner of a 65-year old accounting practice that was recognized in 2009 by Forbes Magazine as one of the Top 10 Leading Providers in the Accounting Professionals industry.

Mr. Bunning holds a Master of Science in Taxation, Master of Business Administration, a Juris Doctorate, Master of Law in Taxation, and is authorized by the US Department of Treasury as an Enrolled Agent with the IRS.

http://bunningllp.com/

http://sierrastrategicgroup.net

Full Circle Cannabis Consultations

FCCC is a cannabis industry consulting firm, founded in 2010 by Jason Browne and associates. Mr. Browne has 23 years of experience within the cannabis industry, and was part of the state-wide team of dedicated volunteers that helped to raise awareness register voters and pass the Compassionate Use Act of 1996.

FCCC offers: Court Services (expert testimony and legal assistance with criminal law, civil law and administrative law matters); Educational Services (assistance with business formations, local and state commercial licenses and direct access collectives); Access to political services (California Liberty Alliance); Educational Products, and; teaching at Speaking Engagements / Seminars.

http://fullcirclecannabis.com

Offering Investment Solutions for the

Commercial Cannabis Industry in California The best time to invest in California's cannabis industry is right now, but many existing cannabis operators are falling through the cracks that local industry bans, continually evolving state and local regulations, and the initial burden of investment requirements have made in California's once thriving cannabis market. Direct investments in licensed operations are too risky for prudent investors, who recognize the threats to economic stability posed by federal interventions against state license holders, and by local drug task-force interventions against operators that rushed to obtain local licensing status before state license applications were available. ECHC has negated both of these market risks, through the development of a business model that creates layers of separation between our investors and the cannabis industry, and by projecting developmental timelines that place our operations far behind the "front lines" of such drug war interventions. Our business model is built to last, and our Board of Directors have the hindsight and foresight to weather any storms that may come our way, as we anticipate the expansion of our company holdings through next 10 years, and beyond. The right time to invest is now. The right place to invest in is here, at Emerald Coast Holding Company.

EMERALD COAST HOLDING COMPANY

www.emeraldcoastholding.com

jason@emeraldcoastholding.com - (530) 736-6801

sequoia@emeraldcoastholding.com - (707) 726-3489

ari@emeraldcoastholding.com - (707) 954-3628

600 F Street, Suite 3, #1005

Arcata, CA. 95521

Disclaimer Notice:

FORWARD LOOKING STATEMENTS:

THIS PRESENTATION CONTAINS FORWARD LOOKING STATEMENTS

RELATING TO SUCH MATTERS AS ANTICIPATED FINANCIAL PERFORMANCE,

BUSINESS PROSPECTS, SERVICES, DEVELOPMENTAL ACTIVITIES, AMOUNT

OF FUNDS MADE AVAILABLE TO THE COMPANY FROM CURRENT OFFERINGS

AND OTHER SOURCES, AND SIMILAR MATTERS.

THE FORWARD LOOKING STATEMENTS INCLUDED HEREIN ARE ALSO BASED

ON CERTAIN CURRENT BUDGETING RESTRAINTS, AND OTHER ASSUMPTIONS

RELATING TO THE COMPANY'S ABILITY TO ATTRACT QUALIFIED

PERSONNEL, TO SUCCESSFULLY MARKET AND SELL ITS SERVICES AND

PRODUCTS, AND TO OBTAIN SOLID RETURNS. ASSUMPTIONS RELATING TO

THE FOREGOING INVOLVE JUDGMENTS THAT ARE DIFFICULT TO PREDICT

ACCURATELY AND ARE SUBJECT TO NUMEROUS FACTORS WHICH WILL

MATERIALLY AFFECT RESULTS. BUDGETING AND OTHER MANAGERIAL

DECISIONS ARE SUBJECTIVE AND ARE THUS SUSCEPTIBLE TO

INTERPRETATIONS AND PERIODIC REVISIONS BASED ON ACTUAL

EXPERIENCE AND BUSINESS DEVELOPMENTS, THE IMPACT OF WHICH MAY

CAUSE THE COMPANY TO ALTER BUDGETS, AMEND STRATEGIES FOR

ACQUISITIONS, ANY OR ALL OF WHICH MAY IN TURN AFFECT THE

COMPANY'S RESULTS.

THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 PROVIDES A

SAFE HARBOR FOR FORWARD LOOKING STATEMENTS. IN ORDER TO

CONFORM WITH THE TERMS OF THE SAFE HARBOR THE COMPANY

CAUTIONS THAT THE FOREGOING CONSIDERATIONS AS WELL AS A VARIETY

OF OTHER FACTORS NOT SET FORTH HEREIN COULD CAUSE THE

COMPANY'S ACTUAL RESULTS AND EXPERIENCE TO DIFFER WIDELY OR

MATERIALLY FROM THE ANTICIPATED RESULTS OR OTHER EXPECTATIONS

IN THE COMPANY'S FORWARD LOOKING STATEMENTS.