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CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM

Confidential Number:

Valleypoint Nursing Registry, Inc. (VNR)$300,000.00

200,000 Common Stock Shares (Shares)$1.50 per Share

Minimum Offering Amount: 160,000 shares ($240,000.00)5,000 shares ($7,500.00) Minimum Subscription1

Valleypoint Nursing Registry, Inc., a California S-Corp, is offering 200,000Shares for $1.50 per Share. The offering price per share has been arbitrarily

determined by the Company - See Risk Factors: Offering Price.

THESE ARE SPECULATIVE SECURITIES THAT INVOLVE A HIGH DEGREE OFRISK. ONLY THOSE INVESTORS WHO CAN BEAR THE LOSS OF THEIR ENTIRE

INVESTMENT SHOULD INVEST IN THESE SHARES.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDERTHE SECURITIES ACT OF 1933, AS AMENDED (THE ACT), THE SECURITIES

LAWS OF THE STATE OF CALIFORNIA, OR UNDER THE SECURITIES LAWS OFANY OTHER STATE OR JURISDICTION IN RELIANCE UPON THE EXEMPTIONSFROM REGISTRATION PROVIDED BY THE ACT AND REGULATION D RULE 504PROMULGATED THEREUNDER, AND THE COMPARABLE EXEMPTIONS FROM

REGISTRATION PROVIDED BY OTHER APPLICABLE SECURITIES LAWS.__________________________________________________________________

Sale Price Selling Commissions (1) Proceeds To Company (2)Per Share $1.50 $0.045 $1.455Minimum $240,000.00 $7,200.00 $232,800.00Maximum $300,000.00 $9,000.00 $291,000.00

__________________________________________________________________(Footnotes On Page 2)

Valleypoint Nursing Registry, Inc.4650 Northgate Blvd. Ste 120

Sacramento, CA 95834

(916) 646-2451

The Date of this Memorandum is October 30th, 2008

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(1) The Company reserves the right to waive the 5,000 shares minimum subscription forany investor. The Offering is not underwritten. The Company through its officers anddirectors offers the Shares on a best efforts basis. The Company has set a minimumoffering amount of 160,000 shares with minimum gross proceeds of $240,000.00 for thisOffering. All proceeds from the sale of Shares up to $240,000.00 will be deposited in anescrow account. Upon the sale of 160,000 shares, all proceeds will be delivered directly

to the Companys corporate account and be available for use by the Company at itsdiscretion (Missouri, Florida, and California Residents see NASAA Legend section as itspecifically applies to you). Shares may also be sold by NASD member brokers or dealerswho enter into a Participating Dealer Agreement with the Company, who will receivecommissions of up to 3% of the price of the shares sold. The Company reserves the rightto pay expenses related to this Offering from the proceeds of the Offering. See the Planof Placement and Use of Proceeds section of this document.(2) The Offering will terminate on the earliest of: (a) the date the Company, in its discretion,elects to terminate, or (b) the date upon which all Shares have been sold, or (c) such date asmay be extended from time to time by the Company, but not later than 180 days thereafter(the Offering Period.)

THIS OFFERING IS NOT UNDERWRITTEN. THE OFFERING PRICE HAS BEENARBITRARILY SET BY THE MANAGEMENT OF THE COMPANY. THERE CAN BE NOASSURANCE THAT ANY OF THE SECURITIES WILL BE SOLD.

THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THESECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES AGENCY,NOR HAS ANY SUCH REGULATORY BODY REVIEWED THIS OFFERING MEMORANDUMFOR ACCURACY OR COMPLETENESS. BECAUSE THESE SECURITIES HAVE NOTBEEN SO REGISTERED, THERE MAY BE RESTRICTIONS ON THEIR TRANSFERABILITYOR RESALE BY AN INVESTOR. EACH PROSPECTIVE INVESTOR SHOULD PROCEEDON THE ASSUMPTION THAT HE MUST BEAR THE ECONOMIC RISKS OF THE

INVESTMENT FOR AN INDEFINITE PERIOD, SINCE THE SECURITIES MAY NOT BESOLD UNLESS, AMONG OTHER THINGS, THEY ARE SUBSEQUENTLY REGISTEREDUNDER THE APPLICABLE SECURITIES ACTS OR AN EXEMPTION FROM SUCHREGISTRATION IS AVAILABLE. THERE IS NO TRADING MARKET FOR THE COMPANYSSECURITIES AND THERE CAN BE NO ASSURANCE THAT ANY MARKET WILL DEVELOPIN THE FUTURE OR THAT THE SECURITIES WILL BE ACCEPTED FOR INCLUSION ONNASDAQ OR ANY OTHER TRADING EXCHANGE AT ANY TIME IN THE FUTURE. THECOMPANY IS NOT OBLIGATED TO REGISTER FOR SALE UNDER EITHER FEDERAL ORSTATE SECURITIES LAWS THE SECURITIES PURCHASED PURSUANT HERETO, ANDTHE ISSUANCE OF THE SECURITIES IS BEING UNDERTAKEN PURSUANT TO RULE 504OF REGULATION D UNDER THE SECURITIES ACT. ACCORDINGLY, THE SALE,TRANSFER, OR OTHER DISPOSITION OF ANY OF THE SHARES WHICH ARE

PURCHASED PURSUANT HERETO MAY BE RESTRICTED BY APPLICABLE FEDERALOR STATE SECURITIES LAWS (DEPENDING ON THE RESIDENCY OF THE INVESTOR)AND BY THE PROVISIONS OF THE SUBSCRIPTION AGREEMENT REFERRED TOHEREIN. THE OFFERING PRICE OF THE SECURITIES HAS BEEN ARBITRARILYESTABLISHED BY THE COMPANY AND DOES NOT NECESSARILY BEAR ANY SPECIFICRELATION TO THE ASSETS, BOOK VALUE OR POTENTIAL EARNINGS OF THECOMPANY OR ANY OTHER RECOGNIZED CRITERIA OF VALUE.

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No person is authorized to give any information or make any representation not contained inthe Memorandum and any information or representation not contained herein must not berelied upon. Nothing in this Memorandum should be construed as legal or tax advice.

All of the information provided herein has been provided by the Management of the Company.The Company makes no express or implied representation or warranty as to the completeness

of this information or, in the case of projections, estimates, future plans, or forward lookingassumptions or statements, as to their attainability or the accuracy and completeness of theassumptions from which they are derived, and it is expected that each prospective investor willpursue his, her, or its own independent investigation. It must be recognized that estimates ofthe Companys performance are necessarily subject to a high degree of uncertainty and mayvary materially from actual results.

No general solicitation or advertising in whatever form will or may be employed in the offeringof the securities, except for this Memorandum (including any amendments and supplementshereto), the exhibits hereto and documents summarized herein, or as provided for underRegulation D of the Securities Act of 1933. Other than the Companys management, no onehas been authorized to give any information or to make any representation with respect to the

Company or the Securities that is not contained in this Memorandum. Prospective investorsshould not rely on any information not contained in this Memorandum.

This Memorandum does not constitute an offer to sell or a solicitation of an offer to buy toanyone in any jurisdiction in which such offer or solicitation would be unlawful or is notauthorized or in which the person making such offer or solicitation is not qualified to do so.

This Memorandum does not constitute an offer if the prospective investor is not qualified underapplicable securities laws. To ensure your qualification as a prospective investor please referto REQUIREMENT FOR PURCHASERS section of Part A.

This offering is made subject to withdrawal, cancellation, or modification by the Company

without notice and solely at the Companys discretion. The Company reserves the right toreject any subscription or to allot to any prospective investor less than the number of sharessubscribed for by such prospective investor.

This Memorandum has been prepared solely for the information of the person to whom it hasbeen delivered by or on behalf of the Company. Distribution of this Memorandum to anyperson other than the prospective investor to whom this Memorandum is delivered by theCompany and those persons retained to advise them with respect thereto is unauthorized.Any reproduction of this Memorandum, in whole or in part, or the divulgence of any of thecontents without the prior written consent of the Company is strictly prohibited. Eachprospective investor, by accepting delivery of this Memorandum, agrees to return it and allother documents received by them to the Company if the prospective investors subscription is

not accepted or if the Offering is terminated.

By acceptance of this Memorandum, prospective investors recognize and accept the need toconduct their own thorough investigation and due diligence before considering a purchase ofthe Shares. The contents of this Memorandum should not be considered to be investment,tax, or legal advice and each prospective investor should consult with their own counsel andadvisors as to all matters concerning an investment in this Offering.

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NASAA LEGEND

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWNEXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING INCLUDING THEMERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN

RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION ORREGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVENOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THISDOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

THESE SECURITIES MAY BE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY ANDRESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTEDUNDER FEDERAL AND STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARETHAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENTFOR AN INDEFINITE PERIOD OF TIME.

Jurisdictional Legends

FOR RESIDENTS OF ALL STATES: THE PRESENCE OF A LEGEND FOR ANY GIVENSTATE REFLECTS ONLY THAT A LEGEND MAY BE REQUIRED BY THAT STATE ANDSHOULD NOT BE CONSTRUED TO MEAN AN OFFER OR SALE MAY BE MADE IN APARTICULAR STATE. IF YOU ARE UNCERTAIN AS TO WHETHER OR NOT OFFERS ORSALES MAY BE LAWFULLY MADE IN ANY GIVEN STATE, YOU ARE HEREBY ADVISEDTO CONTACT THE COMPANY. THE SECURITIES DESCRIBED IN THIS MEMORANDUMHAVE ONLY BEEN REGISTERED IN THE STATE OF CALIFORNIA AND NOT UNDER ANYOTHER STATE SECURITIES LAWS (COMMONLY CALLED "BLUE SKY" LAWS). THESESECURITIES MUST BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND MAY NOT

BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OFSUCH SECURITIES UNDER SUCH LAWS, OR AN OPINION OF COUNSEL ACCEPTABLETO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. THE PRESENCEOF A LEGEND FOR ANY GIVEN STATE REFLECTS ONLY THAT A LEGEND MAY BEREQUIRED BY THE STATE AND SHOULD NOT BE CONSTRUED TO MEAN AN OFFEROF SALE MAY BE MADE IN ANY PARTICULAR STATE.

1. NOTICE TO ALABAMA RESIDENTS ONLY: THESE SECURITIES ARE OFFEREDPURSUANT TO A CLAIM OF EXEMPTION UNDER THE ALABAMA SECURITIES ACT. AREGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILEDWITH THE ALABAMA SECURITIES COMMISSION. THE COMMISSION DOES NOTRECOMMEND OR ENDORSE THE PURCHASE OF ANY SECURITIES, NOR DOES ITPASS UPON THE ACCURACY OR COMPLETENESS OF THIS PRIVATE PLACEMENTMEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

2. NOTICE TO ALASKA RESIDENTS ONLY: THE SECURITIES OFFERED HAVE NOTBEEN REGISTERED WITH THE ADMINISTRATOR OF SECURITIES OF THE STATE OFALASKA UNDER PROVISIONS OF 3 AAC 08.500-3 AAC 08.504. THE INVESTOR ISADVISED THAT THE ADMINISTRATOR HAS MADE ONLY A CURSORY REVIEW OF THEREGISTRATION STATEMENT AND HAS NOT REVIEWED THIS DOCUMENT SINCE THE

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DOCUMENT IS NOT REQUIRED TO BE FILED WITH THE ADMINISTRATOR. THE FACTOF REGISTRATION DOES NOT MEAN THAT THE ADMINISTRATOR HAS PASSED IN ANYWAY UPON THE MERITS, RECOMMENDED, OR APPROVED THE SECURITIES. ANYREPRESENTATION TO THE CONTRARY IS A VIOLATION OF 45.55.170. THE INVESTORMUST RELY ON THE INVESTOR'S OWN EXAMINATION OF THE PERSON OR ENTITYCREATING THE SECURITIES AND THE TERMS OF THE OFFERING, INCLUDING THE

MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT DECISION ON THESESECURITIES.

3. NOTICE TO ARIZONA RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEENREGISTERED UNDER THE ARIZONA SECURITIES ACT IN RELIANCE UPON ANEXEMPTION FROM REGISTRATION PURSUANT TO A.R.S. SECTION 44-1844 (1) ANDTHEREFORE CANNOT BE RESOLD UNLESS THEY ARE ALSO REGISTERED ORUNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE.

4. NOTICE TO ARKANSAS RESIDENTS ONLY: THESE SECURITIES ARE OFFERED INRELIANCE UPON CLAIMS OF EXEMPTION UNDER THE ARKANSAS SECURITIES ACTAND SECTION 4(2) OF THE SECURITIES ACT OF 1933. A REGISTRATION STATEMENT

RELATING TO THESE SECURITIES HAS NOT BEEN FILED WITH THE ARKANSASSECURITIES DEPARTMENT OR WITH THE SECURITIES AND EXCHANGE COMMISSION.NEITHER THE DEPARTMENT NOR THE COMMISSION HAS PASSED UPON THE VALUEOF THESE SECURITIES, MADE ANY RECOMMENDATIONS AS TO THEIR PURCHASE,APPROVED OR DISAPPROVED THIS OFFERING OR PASSED UPON THE ADEQUACYOR ACCURACY OF THIS MEMORANDUM. ANY REPRESENTATION TO THE CONTRARYIS UNLAWFUL.

5. FOR CALIFORNIA RESIDENTS ONLY: THE SALE OF THE SECURITIES WHICH ARETHE SUBJECT OF THIS OFFERING HAS NOT BEEN QUALIFIED WITH COMMISSIONEROF CORPORATIONS OF THE STATE OF CALIFORNIA AND THE ISSUANCE OF SUCHSECURITIES OR PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION

THEREFORE PRIOR TO SUCH QUALIFICATIONS IS UNLAWFUL, UNLESS THE SALE OFSECURITIES IS EXEMPTED FROM QUALIFICATION BY SECTION 25100, 25102, OR25104 OF THE CALIFORNIA CORPORATIONS CODE. THE RIGHTS OF ALL PARTIES TOTHIS OFFERING ARE EXPRESSLY CONDITION UPON SUCH QUALIFICATIONS BEINGOBTAINED, UNLESS THE SALE IS SO EXEMPT.

6. FOR COLORADO RESIDENTS ONLY: THE SECURITIES HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THECOLORADO SECURITIES ACT OF 1991 BY REASON OF SPECIFIC EXEMPTIONSTHEREUNDER RELATING TO THE LIMITED AVAILABILITY OF THE OFFERING. THESESECURITIES CANNOT BE RESOLD, TRANSFERRED OR OTHERWISE DISPOSED OF TOANY PERSON OR ENTITY UNLESS SUBSEQUENTLY REGISTERED UNDER THE

SECURITIES ACT OF 1933, AS AMENDED, OR THE COLORADO SECURITIES ACT OF1991, IF SUCH REGISTRATION IS REQUIRED.

7. NOTICE TO CONNECTICUT RESIDENTS ONLY: SHARES ACQUIRED BYCONNECTICUT RESIDENTS ARE BEING SOLD AS A TRANSACTION EXEMPT UNDERSECTION 36-409(b)(9)(A) OF THE CONNECTICUT UNIFORM SECURITIES ACT. THESHARES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OFCONNECTICUT. ALL INVESTORS SHOULD BE AWARE THAT THERE ARE CERTAINRESTRICTIONS AS TO THE TRANSFERABILITY OF THE SHARES.

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8. NOTICE TO DELAWARE RESIDENTS ONLY: IF YOU ARE A DELAWARE RESIDENT,YOU ARE HEREBY ADVISED THAT THESE SECURITIES ARE BEING OFFERED IN ATRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THEDELAWARE SECURITIES ACT. THE SECURITIES CANNOT BE SOLD OR TRANSFERREDEXCEPT IN A TRANSACTION

9. NOTICE TO DISTRICT OF COLUMBIA RESIDENTS ONLY: THESE SECURITIES HAVENOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES BUREAU OF THEDISTRICT OF COLUMBIA NOR HAS THE COMMISSIONER PASSED UPON THEACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THECONTRARY IS UNLAWFUL.

10. NOTICE TO FLORIDA RESIDENTS ONLY: THE SHARES DESCRIBED HEREIN HAVENOT BEEN REGISTERED WITH THE FLORIDA DIVISION OF SECURITIES ANDINVESTOR PROTECTION UNDER THE FLORIDA SECURITIES ACT. THE SHARESREFERRED TO HEREIN WILL BE SOLD TO, AND ACQUIRED BY THE HOLDER IN ATRANSACTION EXEMPT UNDER SECTION 517.061 OF SAID ACT. THE SHARES HAVE

NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OF FLORIDA. IN ADDITION,ALL OFFEREES WHO ARE FLORIDA RESIDENTS SHOULD BE AWARE THAT SECTION517.061(11)(a)(5) OF THE ACT PROVIDES, IN RELEVANT PART, AS FOLLOWS: "WHENSALES ARE MADE TO FIVE OR MORE PERSONS IN [FLORIDA], ANY SALE IN [FLORIDA]MADE PURSUANT TO [THIS SECTION] IS VOIDABLE BY THE PURCHASER IN SUCHSALE EITHER WITHIN 3 DAYS AFTER THE FIRST TENDER OF CONSIDERATION ISMADE BY THE PURCHASER TO THE ISSUER, AN AGENT OF THE ISSUER OR ANESCROW AGENT OR WITHIN 3 DAYS AFTER THE AVAILABILITY OF THAT PRIVILEGE ISCOMMUNICATED TO SUCH PURCHASER, WHICHEVER OCCURS LATER." THEAVAILABILITY OF THE PRIVILEGE TO VOID SALES PURSUANT TO SECTION 517.061(11)IS HEREBY COMMUNICATED TO EACH FLORIDA OFFEREE. EACH PERSON ENTITLEDTO EXERCISE THE PRIVILEGE TO AVOID SALES GRANTED BY SECTION 517.061 (11)

(A)(5) AND WHO WISHES TO EXERCISE SUCH RIGHT, MUST, WITHIN 3 DAYS AFTERTHE TENDER OF ANY AMOUNT TO THE COMPANY OR TO ANY AGENT OF THECOMPANY (INCLUDING THE SELLING AGENT OR ANY OTHER DEALER ACTING ONBEHALF OF THE PARTNERSHIP OR ANY SALESMAN OF SUCH DEALER) OR ANESCROW AGENT CAUSE A WRITTEN NOTICE OR TELEGRAM TO BE SENT TO THECOMPANY AT THE ADDRESS PROVIDED IN THIS CONFIDENTIAL EXECUTIVESUMMARY. SUCH LETTER OR TELEGRAM MUST BE SENT AND, IF POSTMARKED,POSTMARKED ON OR PRIOR TO THE END OF THE AFOREMENTIONED THIRD DAY. IFA PERSON IS SENDING A LETTER, IT IS PRUDENT TO SEND SUCH LETTER BYCERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ASSURE THAT IT IS RECEIVEDAND ALSO TO EVIDENCE THE TIME IT WAS MAILED. SHOULD A PERSON MAKE THISREQUEST ORALLY, HE MUST ASK FOR WRITTEN CONFIRMATION THAT HIS REQUEST

HAS BEEN RECEIVED.

11. NOTICE TO GEORGIA RESIDENTS ONLY: THESE SECURITIES ARE OFFERED IN ATRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THEGEORGIA SECURITIES ACT PURSUANT TO SECTION 9(m). THE SECURITIES CANNOTBE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDERTHE ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THEACT OR IN A TRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH THE ACT.

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12. NOTICE TO HAWAII RESIDENTS ONLY: NEITHER THIS PROSPECTUS NOR THESECURITIES DESCRIBED HEREIN HAVE BEEN APPROVED OR DISAPPROVED BY THECOMMISSIONER OF SECURITIES OF THE STATE OF HAWAII NOR HAS THECOMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THISPROSPECTUS.

13. NOTICE TO IDAHO RESIDENTS ONLY: THESE SECURITIES EVIDENCED HEREBYHAVE NOT BEEN REGISTERED UNDER THE IDAHO SECURITIES ACT IN RELIANCEUPON EXEMPTION FROM REGISTRATION PURSUANT TO SECTION 30-1345(1) OR (8)THEREOF AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATEDEXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SAID ACT OR PURSUANT TOAN EFFECTIVE REGISTRATION UNDER SAID ACT.

14. NOTICE TO ILLINOIS RESIDENTS: THESE SECURITIES HAVE NOT BEENAPPROVED OR DISAPPROVED BY THE SECRETARY OF THE STATE OF ILLINOIS NORHAS THE STATE OF ILLINOIS PASSED UPON THE ACCURACY OR ADEQUACY OF THEPROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

15. NOTICE TO INDIANA RESIDENTS ONLY: THESE SECURITIES ARE OFFEREDPURSUANT TO A CLAIM OF EXEMPTION UNDER SECTION 23-2-1-2 OF THE INDIANASECURITIES LAW AND HAVE NOT BEEN REGISTERED UNDER SECTION 23-2-1-3. THEYCANNOT THEREFORE BE RESOLD UNLESS THEY ARE REGISTERED UNDER SAID LAWOR UNLESS AN EXEMPTION FORM REGISTRATION IS AVAILABLE. A CLAIM OFEXEMPTION UNDER SAID LAW HAS BEEN FILED, AND IF SUCH EXEMPTION IS NOTDISALLOWED SALES OF THESE SECURITIES MAY BE MADE. HOWEVER, UNTIL SUCHEXEMPTION IS GRANTED, ANY OFFER MADE PURSUANT HERETO IS PRELIMINARYAND SUBJECT TO MATERIAL CHANGE.

16. NOTICE TO IOWA RESIDENTS ONLY: IOWA RESIDENTS MUST MEET THEFOLLOWING STANDARDS: (1) YOU MUST HAVE A NET WORTH OF $450,000

(EXCLUSIVE OF HOME, AUTOMOBILES, AND FURNISHINGS), IN CONJUNCTION WITH AMINIMUM PURCHASE; OR (2) YOU MUST HAVE A NET WORTH OF $1,000,000(EXCLUSIVE OF HOME, AUTOMOBILES AND FURNISHINGS), OR $12,500 (EXCLUSIVEOF HOME, AUTOMOBILES AND FURNISHINGS), AND A 50% TAX BRACKET, INCONJUNCTION WITH A MINIMUM PURCHASE; OR (3) YOU MUST BE AN "ACCREDITEDINVESTOR" AS DEFINED IN SECTION 203.501(a)(4), (5), (6) OR (7) OF THE FEDERALREGULATION D.

17. NOTICE TO KANSAS RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TOPURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THESECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTIONEXEMPT FROM REGISTRATION UNDER SECTION 81-5-6 OF THE KANSAS SECURITIES

ACT AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPTIN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATEDTHEREUNDER.

18. NOTICE TO KENTUCKY RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFERTO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THESECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTIONEXEMPT FROM REGISTRATION UNDER RULE 808 OF THE KENTUCKY SECURITIESACT AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT

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IN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATEDTHEREUNDER.

19. NOTICE TO LOUISIANA RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFERTO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THESECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION

EXEMPT FROM REGISTRATION UNDER RULE 1 OF THE LOUISIANA SECURITIES LAWAND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT INCOMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATEDTHEREUNDER.

20. NOTICE TO MAINE RESIDENTS ONLY: IF YOU ARE A MAINE RESIDENT AND YOUACCEPT AN OFFER TO PURCHASE THESE SECURITIES PURSUANT TO THISMEMORANDUM, YOU ARE HEREBY ADVISED THAT THESE SECURITIES ARE BEINGSOLD PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE BANKSUPERINTENDENT OF THE STATE OF MAIN UNDER SECTION 874-A(3) OF TITLE 32 OFTHE MAINE REVISED STATUTES OF 1964, AS AMENDED, WHICH EXEMPTION RELATESTO TRANSACTIONS BY AN ISSUER NOT INVOLVING ANY PUBLIC OFFERING WITHIN

THE MEANING OF SECTION 4(2) OF THE SECURITIES ACT OF 1933, AS AMENDED, ANDTHE RULES AND REGULATIONS THEREUNDER, INCLUDING TRANSACTIONS EXEMPTFROM REGISTRATION UNDER RULE 504 OF THE SECURITIES AND EXCHANGECOMMISSION OR ANY SUCCESSOR RULE ADOPTED UNDER THE SECURITIES ACT OF1933, AS AMENDED, AND ANY TRANSACTIONS WHICH CONSTITUTE NON-PUBLICOFFERINGS UNDER RULES AND REGULATIONS ADOPTED BY THE BANKSUPERINTENDED PURSUANT TO SECTION 106, 807 OR 873, SUBSECTION 6 OF SAIDTITLE 32. THESE SECURITIES MAY BE DEEMED RESTRICTED SECURITIES AND ASSUCH THE HOLDER MAY NOT BE ABLE TO RESELL THE SECURITIES UNLESSPURSUANT TO REGISTRATION UNDER STATE OR FEDERAL SECURITIES LAWS ORUNLESS AN EXEMPTION UNDER SUCH LAWS EXISTS.

21. NOTICE TO MARYLAND RESIDENTS ONLY: IF YOU ARE A MARYLAND RESIDENTAND YOU ACCEPT AN OFFER TO PURCHASE THESE SECURITIES PURSUANT TO THISMEMORANDUM, YOU ARE HEREBY ADVISED THAT THESE SECURITIES ARE BEINGSOLD AS A TRANSACTION EXEMPT UNDER SECTION 11-602(9) OF THE MARYLANDSECURITIES ACT. THE SHARES HAVE NOT BEEN REGISTERED UNDER SAID ACT INTHE STATE OF MARYLAND. ALL INVESTORS SHOULD BE AWARE THAT THERE ARECERTAIN RESTRICTIONS AS TO THE TRANSFERABILITY OF THE SHARES.

22. NOTICE TO MASSACHUSETTS RESIDENTS ONLY: THESE SECURITIES HAVE NOTBEEN APPROVED OR DISAPPROVED BY THE SECURITIES DIVISION OF THECOMMONWEALTH OF MASSACHUSETTS NOR HAS THE SECRETARY OF THECOMMONWEALTH PASSED UPON THE ACCURACY OR ADEQUACY OF THIS

DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. TORESIDENTS OF MASSACHUSETTS: NO SALE OF THE SECURITIES WILL BE MADE TORESIDENTS OF THE STATE OF MASSACHUSETTS WHO ARE UNACCREDITEDINVESTORS IF THE AMOUNT OF SUCH INVESTMENT IN THE SECURITIES WOULDEXCEED TEN PERCENT (10%) OF SUCH INVESTOR'S NET WORTH (EXCLUDINGPRINCIPAL RESIDENCE, FURNISHINGS THEREIN AND PERSONAL AUTOMOBILES).

23. NOTICE TO MICHIGAN RESIDENTS ONLY: THESE SECURITIES ARE BEINGOFFERED IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS

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OF THE MICHIGAN SECURITIES ACT. THE SECURITIES CANNOT BE SOLD ORTRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER THE ACT ORPURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN ATRANSACTION WHICH IS OTHERWISE IN COMPLIANCE WITH THE ACT.

24. NOTICE TO MINNESOTA RESIDENTS ONLY: THESE SECURITIES BEING OFFERED

HEREBY HAVE NOT BEEN REGISTERED UNDER CHAPTER 80A OF THE MINNESOTASECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED, OR OTHERWISEDISPOSED OF EXCEPT PURSUANT TO REGISTRATION, OR AN EXEMPTIONTHEREFROM.

25. NOTICE TO MISSISSIPPI RESIDENTS ONLY: THE SHARES ARE OFFEREDPURSUANT TO A CLAIM OF EXEMPTION UNDER THE MISSISSIPPI SECURITIES ACT. AREGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS NOT BEEN FILEDWITH THE MISSISSIPPI SECRETARY OF STATE OR WITH THE SECURITIES ANDEXCHANGE COMMISSION. NEITHER THE SECRETARY OF STATE NOR THECOMMISSION HAS PASSED UPON THE VALUE OF THESE SECURITIES, OR APPROVEDOR DISAPPROVED THIS OFFERING. THE SECRETARY OF STATE DOES NOT

RECOMMEND THE PURCHASE OF THESE OR ANY OTHER SECURITIES. EACHPURCHASER OF THE SECURITIES MUST MEET CERTAIN SUITABILITY STANDARDSAND MUST BE ABLE TO BEAR AN ENTIRE LOSS OF THIS INVESTMENT. THESECURITIES MAY NOT BE TRANSFERRED FOR A PERIOD OF ONE (1) YEAR EXCEPT INA TRANSACTION WHICH IS EXEMPT UNDER THE MISSISSIPPI SECURITIES ACT OR INA TRANSACTION IN COMPLIANCE WITH THE MISSISSIPPI SECURITIES ACT.

26. FOR MISSOURI RESIDENTS ONLY: THE SECURITIES OFFERED HEREIN WILL BESOLD TO, AND ACQUIRED BY, THE PURCHASER IN A TRANSACTION EXEMPT UNDERSECTION 4.G OF THE MISSOURI SECURITIES LAW OF 1953, AS AMENDED. THESESECURITIES HAVE NOT BEEN REGISTERED UNDER SAID ACT IN THE STATE OFMISSOURI. UNLESS THE SECURITIES ARE SO REGISTERED, THEY MAY NOT BE

OFFERED FOR SALE OR RESOLD IN THE STATE OF MISSOURI, EXCEPT AS ASECURITY, OR IN A TRANSACTION EXEMPT UNDER SAID ACT.

27. NOTICE TO MONTANA RESIDENTS ONLY: IN ADDITION TO THE INVESTORSUITABILITY STANDARDS THAT ARE OTHERWISE APPLICABLE, ANY INVESTOR WHOIS A MONTANA RESIDENT MUST HAVE A NET WORTH (EXCLUSIVE OF HOME,FURNISHINGS AND AUTOMOBILES) IN EXCESS OF FIVE (5) TIMES THE AGGREGATEAMOUNT INVESTED BY SUCH INVESTOR IN THE SHARES.

28. NOTICE TO NEBRASKA RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFERTO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THESECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTION

EXEMPT FROM REGISTRATION UNDER CHAPTER 15 OF THE NEBRASKA SECURITIESLAW AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPTIN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATEDTHEREUNDER.

29. NOTICE TO NEVADA RESIDENTS ONLY: IF ANY INVESTOR ACCEPTS ANY OFFERTO PURCHASE THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THESECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTIONEXEMPT FROM REGISTRATION UNDER SECTION 49:3-60(b) OF THE NEVADA

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SECURITIES LAW. THE INVESTOR IS HEREBY ADVISED THAT THE ATTORNEYGENERAL OF THE STATE OF NEVADA HAS NOT PASSED ON OR ENDORSED THEMERITS OF THIS OFFERING AND THE FILING OF THE OFFERING WITH THE BUREAUOF SECURITIES DOES NOT CONSTITUTE APPROVAL OF THE ISSUE, OR SALETHEREOF, BY THE BUREAU OF SECURITIES OR THE DEPARTMENT OF LAW ANDPUBLIC SAFETY OF THE STATE OF NEVADA. ANY REPRESENTATION TO THE

CONTRARY IS UNLAWFUL. NEVADA ALLOWS THE SALE OF SECURITIES TO 25 ORFEWER PURCHASERS IN THE STATE WITHOUT REGISTRATION. HOWEVER, CERTAINCONDITIONS APPLY, I.E., THERE CAN BE NO GENERAL ADVERTISING ORSOLICITATION AND COMMISSIONS ARE LIMITED TO LICENSED BROKER-DEALERS.THIS EXEMPTION IS GENERALLY USED WHERE THE PROSPECTIVE INVESTOR ISALREADY KNOWN AND HAS A PRE-EXISTING RELATIONSHIP WITH THE COMPANY.(SEE NRS 90.530.11.)

30. NOTICE TO NEW HAMPSHIRE RESIDENTS ONLY: NEITHER THE FACT THAT AREGISTRATION STATEMENT OR AN APPLICATION FOR A LICENSE UNDER THISCHAPTER HAS BEEN FILED WITH THE STATE OF NEW HAMPSHIRE NOR THE FACTTHAT A SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE

STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATETHAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE, COMPLETE AND NOTMISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN EXEMPTION OREXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS THAT THESECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS ORQUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TOANY PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATIONINCONSISTENT WITH THE PROVISIONS OF THIS PARAGRAPH.

31. NOTICE TO NEW JERSEY RESIDENTS ONLY: IF YOU ARE A NEW JERSEYRESIDENT AND YOU ACCEPT AN OFFER TO PURCHASE THESE SECURITIES

PURSUANT TO THIS MEMORANDUM, YOU ARE HEREBY ADVISED THAT THISMEMORANDUM HAS NOT BEEN FILED WITH OR REVIEWED BY THE ATTORNEYGENERAL OF THE STATE OF NEW JERSEY PRIOR TO ITS ISSUANCE AND USE. THEATTORNEY GENERAL OF THE STATE OF NEW JERSEY HAS NOT PASSED ON ORENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THECONTRARY IS UNLAWFUL.

32. NOTICE TO NEW MEXICO RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEENAPPROVED OR DISAPPROVED BY THE SECURITIES DIVISION OF THE NEW MEXICODEPARTMENT OF BANKING NOR HAS THE SECURITIES DIVISION PASSED UPON THEACCURACY OR ADEQUACY OF THIS PRIVATE PLACEMENT MEMORANDUM. ANYREPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

33. NOTICE TO NEW YORK RESIDENTS ONLY: THIS DOCUMENT HAS NOT BEENREVIEWED BY THE ATTORNEY GENERAL OF THE STATE OF NEW YORK PRIOR TO ITSISSUANCE AND USE. THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HASNOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANYREPRESENTATION TO THE CONTRARY IS UNLAWFUL. THE COMPANY HAS TAKEN NOSTEPS TO CREATE AN AFTER MARKET FOR THE SHARES OFFERED HEREIN AND HASMADE NO ARRANGEMENTS WITH BROKERS OF OTHERS TO TRADE OR MAKE AMARKET IN THE SHARES. AT SOME TIME IN THE FUTURE, THE COMPANY MAY

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ATTEMPT TO ARRANGE FOR INTERESTED BROKERS TO TRADE OR MAKE A MARKETIN THE SECURITIES AND TO QUOTE THE SAME IN A PUBLISHED QUOTATION MEDIUM,HOWEVER, NO SUCH ARRANGEMENTS HAVE BEEN MADE AND THERE IS NOASSURANCE THAT ANY BROKERS WILL EVER HAVE SUCH AN INTEREST IN THESECURITIES OF THE COMPANY OR THAT THERE WILL EVER BE A MARKETTHEREFORE.

34. NOTICE TO NORTH CAROLINA RESIDENTS ONLY: IN MAKING AN INVESTMENTDECISION, INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF THE PERSONOR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING,INCLUDING MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEENRECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION ORREGULATORY AUTHORITY. FURTHERMORE, THE FORGOING AUTHORITIES HAVE NOTCONFIRMED ACCURACY OR DETERMINED ADEQUACY OF THIS DOCUMENT.REPRESENTATION TO THE CONTRARY IS UNLAWFUL. THESE SECURITIES ARESUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BETRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO

REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THATTHEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FORAN INDEFINITE PERIOD OF TIME.

35. NOTICE TO NORTH DAKOTA RESIDENTS ONLY: THESE SECURITIES HAVE NOTBEEN APPROVED OR DISAPPROVED BY THE SECURITIES COMMISSIONER OF THESTATE OF NORTH DAKOTA NOR HAS THE COMMISSIONER PASSED UPON THEACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THECONTRARY IS A CRIMINAL OFFENSE.

36. NOTICE TO OHIO RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TOPURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THE

SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTIONEXEMPT FROM REGISTRATION UNDER SECTION 107.03(2) OF THE OHIO SECURITIESLAW AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPTIN COMPLIANCE WITH SUCH ACT AND APPLICABLE RULES PROMULGATEDTHEREUNDER.

37. NOTICE TO OKLAHOMA RESIDENTS ONLY: THESE SECURITIES ARE OFFEREDFOR SALE IN THE STATE OF OKLAHOMA IN RELIANCE UPON AN EXEMPTION FROMREGISTRATION FOR PRIVATE OFFERINGS. ALTHOUGH A PRIOR FILING OF THISMEMORANDUM AND THE INFORMATION HAS BEEN MADE WITH THE OKLAHOMASECURITIES COMMISSION, SUCH FILING IS PERMISSIVE ONLY AND DOES NOTCONSTITUTE AN APPROVAL, RECOMMENDATION OR ENDORSEMENT, AND IN NO

SENSE IS TO BE REPRESENTED AS AN INDICATION OF THE INVESTMENT MERIT OFSUCH SECURITIES. ANY SUCH REPRESENTATION IS UNLAWFUL.

38. NOTICE TO OREGON RESIDENTS ONLY: THE SECURITIES OFFERED HAVE BEENREGISTERED WITH THE CORPORATION COMMISSION OF THE STATE OF OREGONUNDER PROVISIONS OF OAR 815 DIVISION 36. THE INVESTOR IS ADVISED THAT THECOMMISSIONER HAS MADE ONLY A CURSORY REVIEW OF THE REGISTRATIONSTATEMENT AND HAS NOT REVIEWED THIS DOCUMENT SINCE THE DOCUMENT ISNOT REQUIRED TO BE FILED WITH THE COMMISSIONER. THE INVESTOR MUST RELY

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ON THE INVESTOR'S OWN EXAMINATION OF THE COMPANY CREATING THESECURITIES, AND THE TERMS OF THE OFFERING INCLUDING THE MERITS AND RISKSINVOLVED IN MAKING AN INVESTMENT DECISION ON THESE SECURITIES.

39. NOTICE TO PENNSYLVANIA RESIDENTS ONLY: EACH PERSON WHO ACCEPTS ANOFFER TO PURCHASE SECURITIES EXEMPTED FROM REGISTRATION BY SECTION

203(d), DIRECTLY FROM THE ISSUER OR AFFILIATE OF THIS ISSUER, SHALL HAVETHE RIGHT TO WITHDRAW HIS ACCEPTANCE WITHOUT INCURRING ANY LIABILITY TOTHE SELLER, UNDERWRITER (IF ANY) OR ANY OTHER PERSON WITHIN TWO (2)BUSINESS DAYS FROM THE DATE OF RECEIPT BY THE ISSUER OF HIS WRITTENBINDING CONTRACT OF PURCHASE OR, IN THE CASE OF A TRANSACTION IN WHICHTHERE IS NO BINDING CONTRACT OF PURCHASE, WITHIN TWO (2) BUSINESS DAYSAFTER HE MAKES THE INITIAL PAYMENT FOR THE SECURITIES BEING OFFERED. IFYOU HAVE ACCEPTED AN OFFER TO PURCHASE THESE SECURITIES MADEPURSUANT TO A PROSPECTUS WHICH CONTAINS A NOTICE EXPLAINING YOURRIGHT TO WITHDRAW YOUR ACCEPTANCE PURSUANT TO SECTION 207(m) OF THEPENNSYLVANIA SECURITIES ACT OF 1212 (70 PS 1-207(m), YOU MAY ELECT, WITHINTWO (2) BUSINESS DAYS AFTER THE FIRST TIME YOU HAVE RECEIVED THIS NOTICE

AND A PROSPECTUS TO WITHDRAW FROM YOUR PURCHASE AGREEMENT ANDRECEIVE A FULL REFUND OF ALL MONEYS PAID BY YOU. YOUR WITHDRAWAL WILLBE WITHOUT ANY FURTHER LIABILITY TO ANY PERSON. TO ACCOMPLISH THISWITHDRAWAL, YOU NEED ONLY SEND A LETTER OR TELEGRAM TO THE ISSUER (ORUNDERWRITER IF ONE IS LISTED ON THE FRONT PAGE OF THE PROSPECTUS)INDICATING YOUR INTENTION TO WITHDRAW. SUCH LETTER OR TELEGRAM SHOULDBE SENT AND POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED SECONDBUSINESS DAY. IF YOU ARE SENDING A LETTER, IT IS PRUDENT TO SEND IT BYCERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO ENSURE THAT IT IS RECEIVEDAND ALSO EVIDENCE THE TIME WHEN IT WAS MAILED. SHOULD YOU MAKE THISREQUEST ORALLY, YOU SHOULD ASK WRITTEN CONFIRMATION THAT YOURREQUEST HAS BEEN RECEIVED. NO SALE OF THE SECURITIES WILL BE MADE TO

RESIDENTS OF THE STATE OF PENNSYLVANIA WHO ARE NON-ACCREDITEDINVESTORS IF THE AMOUNT OF SUCH INVESTMENT IN THE SECURITIES WOULDEXCEED TWENTY (20%) OF SUCH INVESTOR'S NET WORTH (EXCLUDING PRINCIPALRESIDENCE, FURNISHINGS THEREIN AND PERSONAL AUTOMOBILES). EACHPENNSYLVANIA RESIDENT MUST AGREE NOT TO SELL THESE SECURITIES FOR APERIOD OF TWELVE (12) MONTHS AFTER THE DATE OF PURCHASE, EXCEPT INACCORDANCE WITH WAIVERS ESTABLISHED BY RULE OR ORDER OF THECOMMISSION. THE SECURITIES HAVE BEEN ISSUED PURSUANT TO AN EXEMPTIONFROM THE REGISTRATION REQUIREMENT OF THE PENNSYLVANIA SECURITIES ACTOF 1212. NO SUBSEQUENT RESALE OR OTHER DISPOSITION OF THE SECURITIESMAY BE MADE WITHIN 12 MONTHS FOLLOWING THEIR INITIAL SALE IN THE ABSENCEOF AN EFFECTIVE REGISTRATION, EXCEPT IN ACCORDANCE WITH WAIVERS

ESTABLISHED BY RULE OR ORDER OF THE COMMISSION, AND THEREAFTER ONLYPURSUANT TO AN EFFECTIVE REGISTRATION OR EXEMPTION.

40. NOTICE TO PUERTO RICO RESIDENTS ONLY: THESE SECURITIES HAVE NOTBEEN APPROVED OR DISAPPROVED BY THE OFFICE OF THE COMMISSIONER OFFINANCIAL INSTITUTIONS OF THE COMMONWEALTH OF Puerto Rico NOR HAS THECOMMISSIONER PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT.ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

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41. NOTICE TO RHODE ISLAND RESIDENTS ONLY: THESE SECURITIES HAVE NOTBEEN APPROVED OR DISAPPROVED BY THE DEPARTMENT OF BUSINESSREGULATION OF THE STATE OF RHODE ISLAND NOR HAS THE DIRECTOR PASSEDUPON THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATIONTO THE CONTRARY IS UNLAWFUL.

42. NOTICE TO SOUTH CAROLINA RESIDENTS ONLY: THESE SECURITIES ARE BEINGOFFERED PURSUANT TO A CLAIM OF EXEMPTION UNDER THE SOUTH CAROLINAUNIFORM SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THESESECURITIES HAS NOT BEEN FILED WITH THE SOUTH CAROLINA SECURITIESCOMMISSIONER. THE COMMISSIONER DOES NOT RECOMMEND OR ENDORSE THEPURCHASE OF ANY SECURITIES, NOR DOES IT PASS UPON THE ACCURACY ORCOMPLETENESS OF THIS PRIVATE PLACEMENT MEMORANDUM. ANYREPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

43. NOTICE TO SOUTH DAKOTA RESIDENTS ONLY: THESE SECURITIES ARE BEINGOFFERED FOR SALE IN THE STATE OF SOUTH DAKOTA PURSUANT TO ANEXEMPTION FROM REGISTRATION UNDER THE SOUTH DAKOTA BLUE SKY LAW,

CHAPTER 47-31, WITH THE DIRECTOR OF THE DIVISION OF SECURITIES OF THEDEPARTMENT OF COMMERCE AND REGULATION OF THE STATE OF SOUTH DAKOTA.THE EXEMPTION DOES NOT CONSTITUTE A FINDING THAT THIS MEMORANDUM ISTRUE, COMPLETE, AND NOT MISLEADING, NOR HAS THE DIRECTOR OF THE DIVISIONOF SECURITIES PASSED IN ANY WAY UPON THE MERITS OF, RECOMMENDED, ORGIVEN APPROVAL TO THESE SECURITIES. ANY REPRESENTATION TO THECONTRARY IS A CRIMINAL OFFENSE.

44. NOTICE TO TENNESSEE RESIDENT ONLY: THESE SECURITIES HAVE NOT BEENREGISTERED WITH THE COMMISSIONER OF INSURANCE OF TENNESSEE. SUCHREGISTRATION DOES NOT CONSTITUTE A RECOMMENDATION OR ENDORSEMENTOF ANY SECURITY NOR DOES THE COMMISSIONER PASS UPON THE ACCURACY OR

ADEQUACY OF THE INFORMATION CONTAINED IN THIS MEMORANDUM.

45. NOTICE TO TEXAS RESIDENTS ONLY: THE SECURITIES OFFERED HEREUNDERHAVE NOT BEEN REGISTERED UNDER APPLICABLE TEXAS SECURITIES LAWS AND,THEREFORE, ANY PURCHASER THEREOF MUST BEAR THE ECONOMIC RISK OF THEINVESTMENT FOR AN INDEFINITE PERIOD OF TIME BECAUSE THE SECURITIESCANNOT BE RESOLD UNLESS THEY ARE SUBSEQUENTLY REGISTERED UNDER SUCHSECURITIES LAWS OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.FURTHER, PURSUANT TO 109.13 UNDER THE TEXAS SECURITIES ACT, THECOMPANY IS REQUIRED TO APPRISE PROSPECTIVE INVESTORS OF THEFOLLOWING: A LEGEND SHALL BE PLACED, UPON ISSUANCE, ON CERTIFICATESREPRESENTING SECURITIES PURCHASED HEREUNDER, AND ANY PURCHASER

HEREUNDER SHALL BE REQUIRED TO SIGN A WRITTEN AGREEMENT THAT HE WILLNOT SELL THE SUBJECT SECURITIES WITHOUT REGISTRATION UNDER APPLICABLESECURITIES LAWS, OR EXEMPTIONS THEREFROM.

46. NOTICE TO UTAH RESIDENTS ONLY: THESE SECURITIES ARE BEING OFFERED INA TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE UTAHSECURITIES ACT. THE SECURITIES CANNOT BE TRANSFERRED OR SOLD EXCEPT INTRANSACTIONS WHICH ARE EXEMPT UNDER THE ACT OR PURSUANT TO AN

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EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR IN A TRANSACTIONWHICH IS OTHERWISE IN COMPLIANCE WITH THE ACT.

47. NOTICE TO VERMONT RESIDENTS ONLY: THESE SECURITIES HAVE NOT BEENAPPROVED OR DISAPPROVED BY THE SECURITIES DIVISION OF THE STATE OFVERMONT NOR HAS THE COMMISSIONER PASSED UPON THE ACCURACY OR

ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY ISUNLAWFUL.

48. NOTICE TO VIRGINIA RESIDENTS ONLY: IF AN INVESTOR ACCEPTS AN OFFER TOPURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISED THESECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN A TRANSACTIONUNDER SECTION 13.1-514 OF THE VIRGINIA SECURITIES ACT AND MAY NOT BE RE-OFFERED FOR SALE, TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITHSUCH ACT AND APPLICABLE RULES PROMULGATED THEREUNDER.

49. NOTICE TO WASHINGTON RESIDENTS ONLY: THE ADMINISTRATOR OFSECURITIES HAS NOT REVIEWED THE OFFERING OR PRIVATE PLACEMENT

MEMORANDUM AND THE SECURITIES HAVE NOT BEEN REGISTERED IN RELIANCEUPON THE SECURITIES ACT OF WASHINGTON, CHAPTER 21.20 RCW, ANDTHEREFORE, CANNOT BE RESOLD UNLESS THEY ARE REGISTERED UNDER THESECURITIES ACT OF WASHINGTON, CHAPTER 21.20 RCW, OR UNLESS ANEXEMPTION FROM REGISTRATION IS MADE AVAILABLE.

50. NOTICE TO WEST VIRGINIA RESIDENTS ONLY: IF AN INVESTOR ACCEPTS ANOFFER TO PURCHASE ANY OF THE SECURITIES, THE INVESTOR IS HEREBY ADVISEDTHE SECURITIES WILL BE SOLD TO AND ACQUIRED BY IT/HIM/HER IN ATRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 15.06(b)(9) OF THEWEST VIRGINIA SECURITIES LAW AND MAY NOT BE REOFFERED FOR SALE,TRANSFERRED, OR RESOLD EXCEPT IN COMPLIANCE WITH SUCH ACT AND

APPLICABLE RULES PROMULGATED THEREUNDER.

51. NOTICE TO WISCONSIN RESIDENTS ONLY: IN ADDITION TO THE INVESTORSUITABILITY STANDARDS THAT ARE OTHERWISE APPLICABLE, ANY INVESTOR WHOIS A WISCONSIN RESIDENT MUST HAVE A NET WORTH (EXCLUSIVE OF HOME,FURNISHINGS AND AUTOMOBILES) IN EXCESS OF THREE AND ONE-THIRD (3 1/3)TIMES THE AGGREGATE AMOUNT INVESTED BY SUCH INVESTOR IN THE SHARESOFFERED HEREIN.

52. FOR WYOMING RESIDENTS ONLY: ALL WYOMING RESIDENTS WHO SUBSCRIBETO PURCHASE SHARES OFFERED BY THE COMPANY MUST SATISFY THE

FOLLOWING MINIMUM FINANCIAL SUITABILITY REQUIREMENTS IN ORDER TOPURCHASE SHARES:

(1) A NET WORTH (EXCLUSIVE OF HOME, FURNISHINGS AND AUTOMOBILES)OF TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000 ); AND

(2) THE PURCHASE PRICE OF SHARES SUBSCRIBED FOR MAY NOT EXCEEDTWENTY PERCENT (20%) OF THE NET WORTH OF THE SUBSCRIBER; AND

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(3) "TAXABLE INCOME" AS DEFINED IN SECTION 63 OF THE INTERNALREVENUE CODE OF 1986, AS AMENDED, DURING THE LAST TAX YEAR ANDESTIMATED "TAXABLE INCOME" DURING THE CURRENT TAX YEARSUBJECT TO A FEDERAL INCOME TAX RATE OF NOT LESS THAN THIRTY-THREE PERCENT (33%).

IN ORDER TO VERIFY THE FOREGOING, ALL SUBSCRIBERS WHO ARE WYOMINGRESIDENTS WILL BE REQUIRED TO REPRESENT IN THE SUBSCRIPTIONAGREEMENT THAT THEY MEET THESE WYOMING SPECIAL INVESTOR SUITABILITYREQUIREMENTS.

53. FOR PERSONS WHO ARE NEITHER NATIONALS, CITIZENS, RESIDENTS NORENTITIES OF THE UNITED STATES: THESE SECURITIES HAVE NOT AND WILL NOT BEREGISTERED UNDER THE SECURITIES ACT AND , INSOFAR AS SUCH SECURITIESARE OFFERED AND SOLD TO PERSONS WHO ARE NEITHER NATIONALS, CITIZENS,RESIDENTS NOR ENTITIES OF THE UNITED STATES, THEY MAY NOT BETRANSFERRED OR RESOLD DIRECTLY OR INDIRECTLY IN THE UNITED STATES, ITS

TERRITORIES OR POSSESSIONS, RESIDENTS OR ENTITIES NORMALLY RESIDENTTHEREIN (OR TO ANY PERSON ACTING FOR THE ACCOUNT OF ANY SUCHNATIONAL, CITIZEN, ENTITY OR RESIDENT). FURTHER RESTRICTIONS ONTRANSFER WILL BE IMPOSED TO PREVENT SUCH SECURITIES FROM BEING HELDBY UNITED STATES PERSONS.

During the course of the Offering and prior to any sale, each offeree of the Shares and his orher professional advisor(s), if any, are invited to ask questions concerning the terms andconditions of the Offering and to obtain any additional information necessary to verify theaccuracy of the information set forth herein. Such information will be provided to the extentthe Company possess such information or can acquire it without unreasonable effort orexpense.

EACH PROSPECTIVE INVESTOR WILL BE GIVEN AN OPPORTUNITY TO ASKQUESTIONS OF, AND RECEIVE ANSWERS FROM, MANAGEMENT OF THE COMPANYCONCERNING THE TERMS AND CONDITIONS OF THIS OFFERING AND TO OBTAINANY ADDITIONAL INFORMATION, TO THE EXTENT THE COMPANY POSSESSES SUCHINFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORTS OREXPENSE, NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATIONCONTAINED IN THIS MEMORANDUM. IF YOU HAVE ANY QUESTIONS WHATSOEVERREGARDING THIS OFFERING, OR DESIRE ANY ADDITIONAL INFORMATION ORDOCUMENTS TO VERIFY OR SUPPLEMENT THE INFORMATION CONTAINED IN THISMEMORANDUM, PLEASE WRITE OR CALL:

Valleypoint Nursing Registry, Inc.4650 Northgate Blvd. Ste 120

Sacramento, CA 95834(916) 646-2451

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Valleypoint Nursing Registry, Inc.

TABLE OF CONTENTS

PART ASummary Of The Offering 17Use of Proceeds 17Requirements for Purchasers 18Risk Factors 19Transfer Agent and Registrar 21Plan of Placement 23

Additional Information 23

PART BExecutive Summary, Business Model 24-88

PART CSubscription Documents 89-102

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PART A

Summary of the Offering

The following material is intended to summarize information contained elsewhere in this

Limited Offering Memorandum (the Memorandum). This summary is qualified in its entiretyby express reference to this Memorandum and the materials referred to and contained herein.Each prospective subscriber should carefully review the entire Memorandum and all materialsreferred to herein and conduct his or her own due diligence before subscribing for Shares.

Business Plan

The Business Plan, included as Part B of this Memorandum, was prepared by the Companyusing assumptions set forth in the Business Plan, including several forward lookingstatements. Each prospective investor should carefully review the Business Plan beforepurchasing Shares. Management makes no representations as to the accuracy orachievability of the underlying assumptions and projected results contained herein.

The Offering

The Company is offering 200,000 Shares at a price of $1.50 per Share, Par Value ($1.00).Upon completion of the Offering 200,000 shares will be issued and outstanding. Eachpurchaser must execute a Subscription Agreement making certain representations andwarranties to the Company. SEE REQUIREMENTS FOR PURCHASERS.

Risk Factors

See RISK FACTORS in this Memorandum for certain factors that could adversely affect aninvestment in the Shares. Those factors include reliance on management, and unanticipated

obstacles to execution of the Business Plan.

Use of Proceeds

Proceeds will be used for all costs associated with the Companys expansion and businessdevelopment.

Stockholders

Upon the sale of the maximum number of Shares from this Offering, the number of issued andoutstanding shares of the Companys stock will be held as follows:

Shares PercentagePresent Shareholders 800,000 80%New Shareholders 200,000 20%

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Registrar

The Company will serve as its own registrar and transfer agent with respect to its Shares.

Subscription Period

The Offering will terminate on the earliest of: (a) the date the Company, in its discretion, electsto terminate, or (b) the date upon which all Shares have been sold, or (c) such date as may beextended from time to time by the Company, but not later than 180 days thereafter (theOffering Period).

Requirements for Purchasers

Prospective purchasers of the Shares offered by this Memorandum should give carefulconsideration to certain risk factors described under RISK AND OTHER IMPORTANTFACTORS, and especially to the speculative nature of this investment and the limitationsdescribed under that caption with respect to the lack of a readily available market for theShares and the resulting long term nature of any investment in the Company.

General Suitability Standards

The Shares will not be sold to any person unless such prospective purchaser or his or her dulyauthorized representative shall have represented in writing to the Company in a SubscriptionAgreement that:

(a) The prospective purchaser has adequate means of providing for his or her currentneeds and personal contingencies and has no need for liquidity in the investment ofthe Shares;

(b) The prospective purchasers overall commitment to investments which are not readilymarketable is not disproportionate to his, her, or its net worth and the investment in theShares will not cause such overall commitment to become excessive; and

(c) The prospective purchaser is an Accredited Investor (as defined below) suitable forpurchase in the Shares.

Each person acquiring Shares will be required to represent that he, she, or it is purchasing theShares for his, her, or its own account for investment purposes and not with a view to resale ordistribution. See SUBSCRIPTION FOR SHARES.

Other Requirements

No subscription for the Shares will be accepted from any investor unless he is acquiring theShares for his own account (or accounts as to which he has sole investment discretion), forinvestment and without any view to sale, distribution or disposition thereof. Each prospectivepurchaser of Shares may be required to furnish such information as the Company may

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require, to determine whether any person or entity purchasing Shares is an AccreditedInvestor, or select Non-Accredited Investor who may purchase Shares.

Risk Factors

Investing in the Companys Shares is very risky. You should be able to bear a completeloss of your investment. You should carefully consider the following factors, amongothers.

Risks Associated with Expansion

Any expansion of operations the Company may undertake will entail risks, such actions mayinvolve specific operational activities which may negatively impact the profitability of theCompany. Consequently, shareholders must assume the risk that (i) such expansion mayultimately involve expenditures of funds beyond the resources available to the Company atthat time, and (ii) management of such expanded operations may divert Managementsattention and resources away from its existing operations, all of which factors may have amaterial adverse effect on the Companys present and prospective business activities.

General Economic Conditions

The financial success of the Company may be sensitive to adverse changes in generaleconomic conditions in the United States, such as recession, inflation, unemployment, andinterest rates. Such changing conditions could reduce demand in the marketplace for theCompanys products. Management believes that the niche products they marketwill insulatethe Company from excessive reduced demand. Nevertheless, VNR has no control over thesechanges.

Trend in Consumer Preferences and Spending; Possible Fluctuations in OperatingResults

The Companys operating results may fluctuate significantly from period to period as a result ofa variety of factors, including purchasing patterns of customers, competitive pricing, debtservice and principal reduction payments, and general economic conditions. There is noassurance that the Company will be successful in marketing any of its products, or that therevenues from the sale of such products will be significant. Consequently, the Companysrevenues may vary by quarter, and the Companys operating results may experiencefluctuations.

Risks of Borrowing

If the Company incurs indebtedness, a portion of its cash flow will have to be dedicated to thepayment of principal and interest on such indebtedness. Typical loan agreements also mightcontain restrictive covenants which may impair the Companys operating flexibility. Such loanagreements would also provide for default under certain circumstances, such as failure tomeet certain financial covenants. A default under a loan agreement could result in the loanbecoming immediately due and payable and, if unpaid, a judgment in favor of such lender

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which would be senior to the rights of owners of Shares of the Company. A judgment creditorwould have the right to foreclose on any of the Companys assets resulting in a materialadverse effect on the Companys business, operating results or financial condition.

Unanticipated Obstacles to Execution of the Business Plan

The Companys business plans may change significantly. Many of the Companys potentialbusiness endeavors are capital intensive and may be subject to statutory or regulatoryrequirements. Management believes that the Companys chosen activities and strategies areachievable in light of current economic and legal conditions with the skills, background, andknowledge of the Companys principals and advisors. Management reserves the right to makesignificant modifications to the Companys stated strategies depending on future events.

Management Discretion as to Use of Proceeds

The net proceeds from this Offering will be used for the purposes described under Use ofProceeds. The Company reserves the right to use the funds obtained from this Offering for

other similar purposes not presently contemplated which it deems to be in the best interests ofthe Company and its shareholders in order to address changed circumstances oropportunities. As a result of the foregoing, the success of the Company will be substantiallydependent upon the discretion and judgment of Management with respect to application andallocation of the net proceeds of this Offering. Investors for the Shares offered hereby will beentrusting their funds to the Companys Management, upon whose judgment and discretionthe investors must depend.

Dividend Policy

The Company intends to retain any initial future earnings to fund operations and expand the

Companys business. A holder of Shares will be entitled to receive dividends only when, as,and if declared by the Board of Directors out of funds legally available thereof. TheCompanys Board of Directors will determine future dividend policy based upon the Companysresults of operations, financial condition, capital requirements, and other circumstances.

No Assurances of Protection for Proprietary Rights; Reliance on Trade Secrets

In certain cases, the Company may rely on trade secrets to protect proprietary technology andprocesses which the Company has developed or may develop in the future. There can be noassurances that secrecy obligations will be honored or that others will not independentlydevelop similar or superior technology. The protection of proprietary technology throughclaims of trade secret status has been the subject of increasing claims and litigation by various

companies both in order to protect proprietary rights as well as for competitive reasons evenwhere proprietary claims are unsubstantiated. The prosecution of proprietary claims or thedefense of such claims is costly and uncertain given the uncertainty and rapid development ofthe principles of law pertaining to this area. The Company, in common with other firms, mayalso be subject to claims by other parties with regard to the use of technology information anddata which may be deemed proprietary to others.

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Limited Transferability and Liquidity

To satisfy the requirements of certain exemptions from registration under the Securities Act,and to conform with applicable state securities laws, each investor must acquire his Shares forinvestment purposes only and not with a view towards distribution. Consequently, certainconditions of the Securities Act may need to be satisfied prior to any sale, transfer, or other

disposition of the Shares. Some of these conditions may include a minimum holding period,availability of certain reports, including financial statements from VNR, limitations on thepercentage of Shares sold and the manner in which they are sold. VNR can prohibit any sale,transfer or disposition unless it receives an opinion of counsel provided at the holdersexpense, in a form satisfactory to VNR, stating that the proposed sale, transfer or otherdisposition will not result in a violation of applicable federal or state securities laws andregulations. No public market exists for the Shares and no market is expected to develop.Consequently, owners of the Shares may have to hold their investment indefinitely and maynot be able to liquidate their investments in VNR or pledge them as collateral for a loan in theevent of an emergency.

Broker - Dealer Sales of Shares

The Companys shares are not presently included for trading on any exchange, and there canbe no assurances that the Company will ultimately be registered on any exchange. TheNASDAQ Stock Market, Inc. has recently enacted certain changes to the entry andmaintenance criteria for listing eligibility on the NASDAQ Small Cap Market. The entrystandards require at least $4 million in net tangible assets or $500,000 net income in two ofthe last three years. The proposed entry standards would also require a public float of at least1 million shares, $5 million value of public float, a minimum bid price of $2.00 per share, atleast three market makers, and at least 2000 shareholders. The maintenance standards (asopposed to entry standards) require at least $2 million in net tangible assets or $300,000 in netincome in two of the last three years, a public float of at least 300,000 shares, a $1 millionmarket value of public float, a minimum bid price of $1.00 per share, at least two market

makers, and at least 300 shareholders.

No assurance can be given that the Shares of the Company will ever qualify for inclusion onthe NASDAQ System or any other trading market. As a result, the Companys CommonShares are covered by a Securities and Exchange Commission rule that opposes additionalsales practice requirements on broker-dealers who sell such securities to persons other thanestablished customers and accredited investors. For transactions covered by the rule, thebroker-dealer must make a special suitability determination for the purchaser and receive thepurchasers written agreement to the transaction prior to the sale. Consequently, the rule mayaffect the ability of broker-dealers to sell the Companys securities and may also affect theability of shareholders to sell their shares in the secondary market.

Long Term Nature of Investment

An investment in the Shares may be long term and illiquid. As discussed above, the offer andsale of the Shares will not be registered under the Securities Act or any foreign or statesecurities laws by reason of exemptions from such registration that depends in part on theinvestment intent of the investors. Prospective investors will be required to represent in writingthat they are purchasing the Shares for their own account for long-term investment and notwith a view towards resale or distribution. Accordingly, purchasers of Shares must be willing

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and able to bear the economic risk of their investment for an indefinite period of time. It islikely that investors will not be able to liquidate their investment in the event of an emergency.

No Current Market For Shares

There is no current market for the Shares offered in this private Offering and no market is

expected to develop in the near future.

Compliance with Securities Laws

The Shares are being offered for sale in reliance upon certain exemptions from the registrationrequirements of the Securities Act, applicable California Securities Laws, and other applicablestate securities laws. If the sale of Shares were to fail to qualify for these exemptions,purchasers may seek rescission of their purchases of Shares. If a number of purchasers wereto obtain rescission, VNR would face significant financial demands that could adversely affectVNR as a whole, as well as any non-rescinding purchasers.

Offering Price

The price of the Shares offered has been arbitrarily established by VNR, considering suchmatters as the state of the Companys business development and the general condition of theindustry in which it operates. The Offering price bears no relationship to the assets, net worth,or any other objective criteria of value applicable to VNR.

Lack of Firm Underwriter

The Shares are being offered on a best efforts basis by the officers and directors of VNRwithout compensation and on a best efforts basis through certain NASD registered broker-dealers that enter into Participating Broker-Dealer Agreements with the Company.Accordingly, there is no assurance that the Company, or any NASD broker-dealer, will sell the

maximum Shares offered or any lesser amount and no guarantee that the minimum fundingamount will be realized.

Projections: Forward Looking Information

Management has prepared projections regarding VNRs anticipated financial performance.The Companys projections are hypothetical and based upon the historical financialperformance of the Company, if any, the addition of a sophisticated and well funded marketingplan, and other factors influencing the business of VNR. The projections are based onManagements best estimate of the probable results of operations of the Company, based onpresent circumstances, and have not been reviewed by VNRs independent accountants.These projections are based on several assumptions, set forth therein, which Management

believes are reasonable. Some assumptions upon which the projections are based, however,invariably will not materialize due the inevitable occurrence of unanticipated events andcircumstances beyond Managements control. Therefore, actual results of operations will varyfrom the projections, and such variances may be material. Assumptions regarding futurechanges in sales and revenues are necessarily speculative in nature. In addition, projectionsdo not and cannot take into account such factors as general economic conditions, unforeseenregulatory changes, the entry into VNRs market of additional competitors, the terms andconditions of future capitalization, and other risks inherent to the Companys business. While

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Management believes that the projections accurately reflect possible future results of VNRsoperations, those results cannot be guaranteed.

Plan of Placement

The Shares are offered directly by officers and directors of the Company on the terms and

conditions set forth in this Memorandum. Shares may also be offered by NASD brokers anddealers. The Company is offering the Shares on a best efforts basis. The Company will useits best efforts to sell the Shares to investors. There can be no assurance that all or any of theShares offered will be sold.

How to Subscribe for Shares

A purchaser of Shares must complete, date, execute, and deliver to the Company thefollowing documents, as applicable, all of which are included in Part C:

1. An Investor Suitability Questionnaire;

2. An original signed copy of the appropriate Subscription Agreement; and

3. A check payable to Valleypoint Nursing Registry, Inc. in the amount of $1.50 per Share foreach Share purchased as called for in the Subscription Agreement (minimum purchase 5,000shares or $7,500.00).

Purchasers of Shares will receive an Investor Subscription Package containing an InvestorSuitability Questionnaire and two copies of the Subscription Agreement.

Subscriber may not withdraw subscriptions that are tendered to the Company (Florida andCalifornia Residents See NASAA Legend in the front of this Memorandum for important

information).

Additional Information

Each prospective investor may ask questions and receive answers concerning the terms andconditions of this offering and obtain any additional information which the Companypossesses, or can acquire without unreasonable effort or expense, to verify the accuracy ofthe information provided in this Memorandum.

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PART C

SUBSCRIPTION AGREEMENT AND ACKNOWLEDGEMENT OFINVESTMENT INTENT

TO: Board of Directors Valleypoint Nursing Registry, Inc.

1. Subscription. The undersigned understands that Valleypoint Nursing Registry, Inc., aCalifornia Company (the Company), is offering for sale in a private placementtransaction (Offering) a total of 200,000 Shares, pursuant to a Private PlacementMemorandum, dated October 30th, 2008, (together with the exhibits thereto, hereinreferred to as the Memorandum), all as more particularly described and set forth in theMemorandum.

2. Acceptance of Subscription. The undersigned understands and acknowledges that(a) the Company has the unconditional right, exercisable in its sole and absolute

discretion, to accept or reject any Subscription Agreement and Acknowledgement ofInvestment Intent (Agreement), in whole or in part; (b) subscriptions need not beaccepted in the order received; (c) all subscriptions are subject to prior sale, withdrawal,modification or cancellation of the Offering by the Company; (d) no subscription shall bevalid unless and until accepted by the Company; (e) this Agreement shall be deemed tobe accepted by the Company only when it is signed by an authorized officer of theCompany on behalf of the Company; and (f) notwithstanding anything in this Agreementto the contrary, the Company shall have no obligation to issue the Shares to any personto whom the issuance of the Shares would constitute a violation of the Securities Act of1933, as amended (1933 Act), or any state securities laws. The Company will delivercertificates representing the Shares purchased by the undersigned promptly after theclosing of the Offering.

3. Representations by the Undersigned. The undersigned represents and warrants asfollows:

(a) The Memorandum relating to the Offering of the Shares has been received andcarefully read and the undersigned will rely solely upon the information contained in theMemorandum and the independent investigations made by the undersigned orundersigneds advisors. The undersigned expressly represents and warrants that theundersigned is not relying upon any oral representations or any written information otherthan the Memorandum in making the decision to purchase the Shares subject of thisSubscription Agreement;

(b) The undersigned is purchasing the Shares without being furnished any offeringliterature or prospectus other than the Memorandum;

(c) The undersigned (i) understands and acknowledges that the issuance of theShares have not been registered under the 1933 Act, nor under the securities laws ofany state and, therefore, such securities cannot be resold unless such resale isregistered under the 1933 Act or unless an exemption from registration is available; (ii)acknowledges that the undersigned has no right to require such registration andrecognizes that no public agency has passed upon the accuracy or adequacy of the

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information contained in the Memorandum or the fairness of the terms of the Offering;and (iii) agrees not to sell such securities without registering such sale under the 1933Act and any applicable state securities laws unless exemptions from such registrationrequirements are available with respect to any such sales;

(d) The undersigned is acquiring the Shares for his, her or its own account for long-

term investment and not with a view toward resale, division or distribution thereof, andthe undersigned does not presently have any reason to anticipate any change in his, heror its circumstances, financial or otherwise, or particular occasion or event which wouldnecessitate or require his, her or its sale or distribution of the Shares of Shares. No oneother than the undersigned will have any beneficial interest in the Shares of Shares;

(e) The undersigned (please initial applicable items):

(1) ____ is a natural person who has an individual net worth, or joint net worth with thatpersons spouse of more than $1,000,000; or

(2) ____ is a 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 persons spouse in excess of$300,000 in each of those years and has a reasonable expectation of reaching the sameincome level in the current year; or

(3) ____ is a bank as defined in Section 3(a)(2) of the 1933 Act or any savings and loanassociation or other institution as defined in Section 3(a)(5)(A) of the 1933 Act whetheracting in its individual or fiduciary capacity; or

(4) ____ any broker or dealer registered pursuant to Section 15 of the SecuritiesExchange Act of 1934; or

(5) ____ is an insurance company as defined in Section 2(13) of the 1933 Act; or

(6) ____ is an investment company registered under the Investment Company Act of1940 or a business development company as defined in Section 2(a)(48) of that act; ordevelopment company as defined in Section 2(a)(48) of that act; or

(7) ____ is a Small Business Investment Company licensed by the U.S. Small BusinessAdministration under Section 301(c) or (J) of the Small Business Investment Act of 1958;or

(8) ____ is an employee benefit plan within the meaning of Title I of the EmployeeRetirement Income Security Act of 1974, if the investment decision is made by a planfiduciary (as defined in Section 3(21) of such act) which is either a bank, insurance

company, or registered investment advisor, or if the employee benefit plan has totalassets in excess of $1,000,000

(9) ____ is a private business development company as defined in Section 202(a)(22)of the Investment Advisors Act of 1940; or

(10) ____ is an organization described in Section 501(c) (3) of the Internal RevenueCode, corporation, or similar business trust, or partnership, not formed for the specificpurpose of acquiring the securities offered, with total assets in excess of $1,000,000; or

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(11) ____ any trust, with total assets in excess of $1,000,000, not formed for the specificpurpose of acquiring the Shares of Shares, whose purchase is directed by asophisticated person as defined in the rules and regulations of the 1933 Act; or

(12) ____ is an entity in which all of the equity owners fall within one of the categories

set forth above in (1) through (11); or

(13) ____ is otherwise an Non-Accredited Investor as defined in Section 501 ofRegulation D as adopted by the Securities and Exchange Commission.

(f) The undersigned has such knowledge and experience in financial and businessmatters that the undersigned is capable of evaluating the merits and risks of aninvestment in the Shares and of making an informed investment decision, and does notrequire a Purchaser Representative in evaluating the merits and risks of an investmentin the Shares of Shares, or has relied upon the advice of a Purchaser Representative asevidenced by the Purchaser Representative Questionnaire being provided herewith;

(g) The undersigned recognizes that the investment herein is a speculative ventureand that the total amount of funds tendered to purchase Shares is placed at the risk ofthe business and may be completely lost. The purchase of Shares as an investmentinvolves special risks including those set forth under the caption Risk Factors andelsewhere in the Memorandum;

(h) The undersigned realizes that the Shares cannot readily be sold as there will be nopublic market therefore, and it may not be possible to sell or dispose of the Shares ofShares; therefore the Shares must not be purchased unless the undersigned has liquidassets sufficient to assure that such purchase will cause no undue financial difficultiesand the undersigned can provide for current needs and possible personal contingencies;

(i) The undersigned confirms and represents that he, she or it is able (i) to bear theeconomic risk of his, her or its investment; (ii) to hold the Shares for an indefinite periodof time; and (iii) to afford a complete loss of his, her or its investment. The undersignedalso represents that he, she or it has (I) adequate means of providing for his, her or itscurrent needs and possible personal contingencies, and (II) has no need for liquidity inthis particular investment;

(j) The undersigned understands (i) the ability to transfer the Shares will be restricted,as set forth in the 1933 Act and in the Memorandum, which includes restrictions againsttransfers unless the transfer is effected in compliance with the 1933 Act and applicablestate securities laws (including investment suitability standards); and (ii) the Companywill consent to a transfer of the Shares only if the transferee represents that he, she or it

acknowledges, accepts and will be bound by all of the terms and conditions of thisOffering and otherwise comply with all applicable federal and state securities laws, rulesand regulations; and (iii) the Company has the right in its sole discretion to refuse toconsent to the transfer of the Shares of Shares;

(k) All information which the undersigned has provided to the Company concerning theundersigneds financial position and knowledge of financial and business matters iscorrect and complete as of the date hereof, and if there should be any material changein such information prior to acceptance of this Agreement by the Company, the

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undersigned will immediately provide the Company with such information;

(l) The undersigned has carefully considered and has, to the extent he, she or itbelieves necessary, discussed with his, her or its professional, legal, tax and financialadvisors, the suitability of an investment in the Shares for his, her or its particular tax andfinancial situation and that the undersigned and his, her or its advisers, if such advisors

were deemed necessary, have determined that the Shares are a suitable investment forthe undersigned;

(m) The undersigned understands that the books and records of the Company will beavailable upon reasonable notice for inspection during reasonable business hours at theCompanys place of business;

(n) The undersigned has been provided access to all information requested (inaddition to the Memorandum) in evaluating his, her or its purchase of Shares (none ofwhich was contrary to the information contained in the Memorandum);

(o) The undersigned has been presented with and has acted upon the opportunity to

ask questions of and receive answers from the Company relating to the terms andconditions of the Offering and to obtain any additional information necessary to verify theaccuracy of the information made available to the undersigned;

(p) The undersigned has not become aware of this Offering and has not been offeredShares by any form of general solicitation or advertising, including, but not limited to,advertisements, articles, notices or other communications published in any newspaper,magazine, or other similar media or television or radio broadcast or any seminar ormeeting where, to the undersigneds knowledge, those individuals that have attendedhave been invited by any such or similar means of general solicitation or advertising; and

(q) The undersigned (i) is a bona fide resident of the state set forth as his, her or its

residence address in this Subscription Agreement and Acknowledgement ofInvestment Intent; or (ii) if a corporation, partnership, trust, or other form of businessorganization, it has its principal office within such state; or (iii) if a corporation,partnership, trust, or other form of business organization which was organized for thespecific purpose of acquiring Shares in the Company, all of its beneficial owners areresidents of such state.

4. Indemnification. It is acknowledged that the meaning and legal consequences of therepresentations and warranties contained in this Agreement are understood and theundersigned hereby agrees to indemnify and hold harmless the Company and eachother purchaser of Shares from and against any and loss, damage and liability due to orarising out of a breach of any of the representations and warranties made in this

Agreement. The representations and warranties contained herein are intended to andshall survive delivery of the Agreement and the completion of the transactions set forthin the Memorandum.

5. Restrictions on Transferability of Shares. The undersigned hereby agrees that theShares being purchased by him and any agreement or certificate evidencing suchsecurities shall be stamped or otherwise imprinted with a conspicuous legend insubstantially the following form: The securities represented by this certificate have notbeen registered under the Securities Act of 1933 or any state securities act. The Shares

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have been acquired for investment and may not be sold, transferred, pledged orhypothecated unless (i) they shall have been registered under the Securities Act of 1933and any applicable state securities act or (ii) the corporation shall have been furnishedwith an opinion of counsel, satisfactory to counsel for the corporation, that registration isnot required under any such acts. The undersigned further understands andacknowledges that there is only a limited market for the Shares of the Company and that

he, she or it may not be able to sell such Shares even though resale thereof may havesubsequently been registered under the 1933 Act.

6. Number of Shares Purchased. The undersigned hereby subscribes to purchase____________ Shares of Valleypoint Nursing Registry, Inc. at $1.50 per Share for anaggregate purchase price of $_________________ Dollars U.S. ($ ).

7. Payment. The purchase price is being paid herewith by delivery of either cash,cashiers check, or electronic funds transfer, payable to Valleypoint Nursing Registry,Inc., in the amount of $_______________ ($1.50 per Share ).

This Agreement, being an integral part of the Memorandum for all purposes, is executed

on this the _________day, of _______(month),________(year).

TYPE OF OWNERSHIP (CHECK ONE):

. INDIVIDUAL OWNERSHIP (one signature required)

. TRUST (please include name of trust, name of trustee, and date trust wasformed and copy of the Trust Agreement or other authorization). PARTNERSHIP (please include a copy of the Partnership Agreementauthorizing signature). CORPORATION (please include a certified corporate resolutionauthorizing signature)

Please print here the exact name (registration) the purchaser desires to appear in theShares transfer records of the Company:

Please print here the exact address the purchaser desires to appear in the Sharestransfer records of the Company:

If interest payments are to be made to an address other than that above (i.e. abrokerage account), please print here such address and account designation:

Please provide the purchasers Social Security or Taxpayer Identification Number:

EXECUTION: Please execute this Agreement by completing the appropriate section

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below.

1. If the subscriber is an INDIVIDUAL, complete the following:

Signature of purchaser(s) ____________________________

Name (please type or print) ___________________________

2. If the subscriber is a CORPORATION, complete the following:

The undersigned hereby represents, warrants and covenants that the undersigned hasbeen duly authorized by all requisite action on the part of the corporation listed below toacquire the Shares and, further, that the corporation has all requisite authority to acquiresuch Shares of Shares.

The officer signing below represents and warrants that each of the aboverepresentations or agreements or understandings set forth herein has been duly madeby the LLC and that he or she has authority under the Articles of the LLC, Bylaws, andResolutions of the Board of Directors of such LLC to execute and deliver this Agreementon behalf of the LLC. Such officer has enclosed a true copy of the Articles of the LLC,the Bylaws and, as necessary, the Resolutions of the Board of Directors authorizing apurchase of the investment herein, in each case, as amended to date.

Name of Corporation (please type or print)

By:_________________________________________

(Signature)

Name&Title:____________________________________

3. If the subscriber is a PARTNERSHIP, complete the following:

The undersigned hereby represents, warrants and covenants that the undersigned is ageneral partner of the Partnership named below (Partnership); has been dulyauthorized by the Partnership to acquire the Shares; and the Partnership has allrequisite authority to acquire such Shares.

The undersigned represents and warrants that each of the above representations or

agreements or understandings set forth herein has been made by the Partnership andhe or she is authorized by such Partnership to execute and deliver this Agreement. SuchGeneral Partner has enclosed a true copy of the Partnership Agreement of saidPartnership, as amended to date, together with a current and complete list of all Partnersthereof.

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a completed Purchaser Representative Questionnaire, a copy of which is delivered toyou herewith. The undersigned and the above named Purchaser Representative(s)together have such knowledge and experience in financial and business matters thatthey are capable of evaluating the merits and risks of an investment in the Shares ofShares.

Except as indicated below, any purchase of the Shares will be solely for the account ofthe undersigned, and not for the account of any other person or with a view to anyresale, division or distribution thereof.

PART ONE - INFORMATION REQUIRED OF EACH PROSPECTIVE PURCHASER:

1. Name: ___________________________________

2. Residence address: ________________________________

3. Employer or business association, position held and length of service:____________________________________________________________________________________________________________________________________________

4. Check one of the following representations (a) or (b), IF APPLICABLE. (a) ____ My individual net worth, or joint net worth with my spouse, exceeds$1,000,000. (b) ____.My individual income (without my spouse) was in excess of $200,000 in eachof the two most recent years or joint income with my spouse in excess of $300,000 ineach of those years and I reasonably expect to reach the same income level in thecurrent year. Individual income means adjusted gross income, as reported for federalincome tax purposes, less any income attributable to a spouse or to property owned by aspouse, increased by the following amounts (but not of any tax exempt interest incomeproperty owned by a spouse): (i) the amount of any tax exempt interest income received,(ii) the amount of losses claimed as a limited partner in a limited partnership, (iii) anydeduction claimed for depletion, (iv) deductions for alimony paid, (v) amountscontributed to an IRA or Keogh retirement plan and (vi) any amount by which incomefrom long term capital gains has been reduced in arriving at adjusted gross incomepursuant to the provisions of Section 1202 of the Internal Revenue Code.

PART TWO -TO BE COMPLETED ONLY BY PROSPECTIVE PURCHASERS WHOARE NATURAL PERSONS:

5. Please describe your educational background.______________________________________________________________________

______________________________________________________________________

6. List all Professional licenses or registrations, including bar admissions, accountingcertification, real estate brokerage licenses, and SEC or state broker-dealerregistrations, if any:

____________________________________________________________________________________________________________________________________________

7. Prior employment, positions or occupations during the past five years (and the

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inclusive dates of each) are as follows:____________________________________________________________________________________________________________________________________________

8. The undersigned has previously purchased securities that were sold in reliance uponthe private offering exemption from registration under the Securities Act of 1933, as

amended.Yes No

If yes, describe:_________________________________________________________

9. Please specify your investment objectives:Income Appreciation Other (explain)

10. Describe what type of prior investments you have participated in and the amountsinvolved: (Name of Company Nature of Investment Amount Invested)

____________________________________________________________________________________________________________________________________________

______________________________________________________________________

PART THREE -TO BE COMPLETED BY ALL PROSPECTIVE PURCHASERS WHOARE NOT NATURAL U.S. PERSONS

11. Name of entity:

12. Address of principal office:

13. Type of Organization (partnership, corporation, etc.):

14. Date and place of organization:___________

15. The undersigned is (initial all applicable sections):(a)

____ a bank as defined in Section 3(a)(2) of the Securities Act of 1933 (1933Act), or any savings and loan association or other institution as defined inSection 3(a)(5)(A) of the 1933 Act;

____ a broker or dealer registered pursuant to Section 15 of the Securities andExchange Act of 1934;

____ an insurance company as defined in Section 2(13) of the 1933 Act;

____ an investment company registered under the Investment Company Act of1940 or a business development company as defined in Section 2(a)(48) of thatAct;

____ a Small Business Investment company licensed by the U.S. Small BusinessAdministration under Section 301(c) or (d) of the Small Business Investment Act

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of 1958;

(b) ____ a private bus