INVESTOR REQUIREMENTS

TOTAL TECHNOLOGY CORP. CAN ONLY WORK WITH “ACCREDITED INVESTORS” AS DEFINED BY RULE 501 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT.

INDIVIDUALS WHO QUALIFY AS ACCREDITED INVESTORS UNDER REGULATION D INCLUDE ANY NATURAL PERSON WHO INDIVIDUALLY OR TOGETHER WITH HIS OR HER SPOUSE HAS A NET WORTH IN EXCESS OF $1.0 MILLION OR WHO INDIVIDUALLY HAD AN ANNUAL INCOME IN EXCESS OF $200,000 (OR JOINTLY WITH A SPOUSE HAD AN ANNUAL INCOME IN EXCESS OF $300,000) IN EACH OF THE LAST 2 YEARS AND REASONABLY EXPECTS AN INCOME (OR JOINT INCOME, AS THE CASE MAY BE) IN THE CURRENT YEAR OF AT LEAST THAT SAME AMOUNT.

IN ADDITION, THE FOLLOWING ENTITIES QUALIFY AS ACCREDITED INVESTORS: (A) A CORPORATION, PARTNERSHIP, MASSACHUSETTS TRUST OR SIMILAR BUSINESS TRUST OR OTHER ENTITY IF IT HAS TOTAL ASSETS IN EXCESS OF $5.0 MILLION AND WAS NOT FORMED FOR THE SPECIFIC PURPOSE OF ACQUIRING SUBORDINATED NOTES IN THE OFFERING; (B) A BANK AS DEFINED IN SECTION 3(A)(2) OF THE ACT, A SAVINGS AND LOAN ASSOCIATION OR SIMILAR INSTITUTION AS DEFINED IN SECTION 3(A)(5)(A) OF THE ACT, WHETHER ACTING IN AN INDIVIDUAL OR FIDUCIARY CAPACITY; (C) A BROKER-DEALER REGISTERED PURSUANT TO SECTION 15 OF THE SECURITIES EXCHANGE ACT OF 1934; (D) AS DEFINED IN SECTION 2(13) OF THE ACT; (E) AN INVESTMENT COMPANY REGISTERED UNDER THE INVESTMENT COMPANY ACT OF 1940 OR A BUSINESS DEVELOPMENT COMPANY AS DEFINED IN SECTION 2(A)(48) OF SUCH ACT; (F) A SMALL BUSINESS INVESTMENT COMPANY LICENSED BY THE UNITED STATES SMALL BUSINESS ADMINISTRATION UNDER SECTION 301(C0 OR (D) OF THE SMALL BUSINESS INVESTMENT ACT OF 1958; (G) A PLAN ESTABLISHED AN MAINTAINED BY A STATE OR POLITICAL SUBDIVISION OF A STATE, OR ANY AGENCY OR INSTRUMENTALITY THEREOF, FOR THE BENEFIT OF ITS EMPLOYEES, IF THE PLAN HAS TOTAL ASSETS IN EXCESS OF $5.0 MILLION; (B) AN EMPLOYEE BENEFIT PLAN WITHIN THE MEANING OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED (“ERISA”), IF (A) THE INVESTMENT DECISION IS MADE BY A  PLAN FIDUCIARY (AS DEFINED IN SECTION 3(21) OF ERISA) WHICH IS A BANK, SAVINGS AND LOAN ASSOCIATION, INSURANCE COMPANY, OR REGISTERED INVESTMENT ADVISOR, (B) THE PLAN, INVESTMENT DECISION ARE MADE SOLELY BY PERSONS WHO ARE ACCREDITED INVESTOR; (1) ANY PRIVATE BUSINESS DEVELOPMENT COMPANY AS DEFINED IN SECTION MANAGER; (K) A TRUST WITH TOTAL ASSETS IN EXCESS OF $5.0 MILLION, NOT FORMED FOR THE SPECIFIC PURPOSE OF ACQUIRING SUBORDINATED NOTES IN THE OFFERING, WHOSE PURCHASE IS DIRECTED BY A PERSON WITH SUFFICIENT KNOWLEDGE AND EXPERIENCE IN FINANCIAL AND BUSINESS MATTERS SO THAT HE OR SHE IS CAPABLE OF EVALUATING THE MERITS AND RISKS OF AN INVESTMENT IN THE SUBORDINATED NOTES; AND (1) A CORPORATION, PARTNERSHIP, TRUST OR OTHER ENTITY, ALL OF THE EQUITY OWNERS OF WHICH MEET ANY OF THE QUALIFICATIONS SET FORTH IN THIS PARAGRAPH OR IN THE PRECEDING PARAGRAPH.

THE FOREGOING SUITABILITY STANDARDS REPRESENT MINIMUM REQUIREMENTS FOR INVESTORS AND THE SATISFACTION OF SUCH STANDARDS DOES NOT NECESSARILY MEAN THAT THIS IS A SUITABLE INVESTMENT FOR AN INVESTOR.

THIS DOES NOT CONSTITUTE AN OFFER TO SELL ANY OF THE SECURITIES TO, OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES FROM, ANYONE IN ANY STATE OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO MAKE SUCH AN OFFER OR SOLICITATION.

THE COMPANY RESERVES THE RIGHT TO WITHDRAW THIS OFFERING OF THE SECURITIES AT ANY TIME AND THE COMPANY AND THE PLACEMENT AGENT ON BEHALF AND AT THE DIRECTION OF THE COMPANY, RESERVE THE RIGHT TO REJECT ANY COMMITMENT TO SUBSCRIBE FOR THE SECURITIES IN WHOLE OR IN PART AND TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE FULL AMOUNT OF SECURITIES SUBSCRIBED FOR ANY SUCH INVESTOR.

THE INFORMATION CONTAINED HEREIN IS AS OF THE DATE HEREOF AND SUBJECT TO CHANGE, COMPLETION OR AMENDMENT WITHOUT NOTICE.  NEITHER THE DELIVERY OF THESE MEMORANDUM AT ANY TIME OR ANY SUBSEQUENT COMMITMENT TO ENTER INTO ANY FINANCING SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE INFORMATION SET FORTH HEREIN OR IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. 

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Copyright Total Technology Corp. 2008   All Rights Reserved

Opportunity exists only in the present. Yesterday is a canceled check. Tomorrow is an I.O.U. Only today can be traded in for hard cash.

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