EXHIBIT B


                        ACCREDITED INVESTOR QUESTIONNAIRE

         The Subscriber warrants and represents to the Company that it qualifies
as an  "accredited  investor,"  as  such  term is  defined  in  Rule  501(a)  of
Regulation  D under the  Securities  Act of 1933,  as amended  (the  "Securities
Act"), by virtue of the fact that the Subscriber meets the following criteria at
the  time of the  sale of the  Securities  to the  Subscriber  (Subscriber  must
initial the applicable categories below):


I. ACCREDITED INVESTOR STATUS

         A.  Individual  Investors:  (Initial  one  or  more  of  the  following
statements)

                  1. ____ I certify that I am an accredited  investor  because I
have had individual income (exclusive of any income earned by my spouse) of more
than  $200,000 in each of the two most recent  calendar  years and I  reasonably
expect to have an individual income in excess of $200,000 for the current year.

                  2. ____ I certify that I am an accredited  investor  because I
have had joint  income  with my spouse in excess of  $300,000 in each of the two
most recent calendar years and I reasonably  expect to have joint income with my
spouse in excess of $300,000 for the current year.

                  3. ____ I certify that I am an accredited  investor  because I
have an  individual  net worth,  or my spouse  and I have a joint net worth,  in
excess of $1,000,000.

                  4. ____ I certify that I am an accredited  investor  because I
am a  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.

         B. Partnerships,  Corporations,  Trusts or Other Entities: (Initial one
of the following statements)

                  1. The undersigned  hereby  certifies that it is an accredited
investor because it is:

                    a. ______ any corporation,  partnership, or Massachusetts or
similar  business  trust,  not formed for the specific  purpose of acquiring the
securities offered, with total assets in excess of $5,000,000;

                    b. ______ 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 person who has such  knowledge  and  experience  in
financial and business  matters that he is capable of evaluating  the merits and
risks  of  an  investment  in  the  securities  offered  as  described  in  Rule
506(b)(2)(ii) under the Securities Act;

                    c. ______ an employee benefit plan within the meaning of the
Employee Retirement Income Security Act of 1974, whose investment  decisions are
made by a plan  fiduciary,  as defined  in Section 3 (21) of such act,  which is
either a bank, savings and loan association,  an insurance company or registered
investment adviser;



                    d. ______ a self-directed  employee  benefit plan within the
meaning of the Employee  Retirement Income Security Act of 1974, with investment
decisions made solely by persons that are accredited investors;

                    e. ______ an employee benefit plan within the meaning of the
Employee  Retirement  Income Security Act of 1974 with total assets in excess of
$5,000,000;

                    f. ______ any 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,  with total assets in
excess of $5,000,000;

                    g. ______ an organization  described in Section 501(c)(3) of
the  Internal  Revenue  Code of 1986,  as amended,  not formed for the  specific
purpose of  acquiring  the  securities  offered,  with total assets in excess of
$5,000,000;

                    h. ______ a private business  development company as defined
in Section 202(a)(22) of the Investment Advisers Act of 1940;

                    i.  ______ any bank as  defined  in  Section  3(a)(2) of the
Securities  Act or any  savings and loan  association  or other  institution  as
defined  in Section  3(a)(5)(A)  of the  Securities  Act  whether  acting in its
individual or fiduciary capacity;

                    j.  ______  any  broker or  dealer  registered  pursuant  to
Section 15 of the Securities Exchange Act of 1934, as amended;

                    k.  ______  any  insurance  company  as  defined  in Section
2(a)(13) of the Securities Act;

                    l.  ______  any  investment  company  registered  under  the
Investment Company Act of 1940 or a business  development  company as defined in
Section 2(a)(48) of the Investment Company Act of 1940;

                    m. ______ any 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; or

                    2.  ____  The  undersigned  hereby  certifies  that it is an
accredited  investor  because it is an entity in which each of the equity owners
qualifies as an accredited  investor  under items A(1),  (2) or (3) or item B(1)
above.

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Please  indicate  whether  Purchaser is an INDIVIDUAL,  or if purchased as JOINT
TENANTS, as TENANTS IN COMMON, or as COMMUNITY PROPERTY:


Date:                      , 2006
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Subscriber(s)                       Subscriber(s)


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Print Name(s)                       Print Name(s)


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Print Title                         Print Title


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Signature(s)                        Signature(s)


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Address



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