SEGWAY I CORP.
<P>
CONFIDENTIAL TERM SHEET- DATED JANUARY 21, 2000
<P>
OFFERING TO INVESTORS PURSUANT TO RULE 506
<P>
Issuer: SEGWAY I CORP.(the "Company"), a New
-------
Jersey Corporation (hereinafter the "Company") was incorporated
in January, 2000. It was initially organized to engage in any
lawful corporate undertaking, including, but not limited to
selected mergers and acquisitions.
<P>
Business of the Company:
------------------------
<P>
The Company will attempt to locate and
negotiate with a business entity for the combination of that
target company with the Company. The combination will normally
take the form of a merger, stock-for-stock exchange or stock-
for-assets exchange. In most instances the target company will
wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or
Section 368 of the Internal Revenue Code of 1986, as amended.
No assurances can be given that the Company will be successful
in locating or negotiating with any target company.
<P>
The Company has been formed to provide a
method for a foreign or domestic private company to become a
reporting ("public") company whose securities are qualified for
trading in the United States secondary market.
<P>
Management: Richard I. Anslow- President, Secretary,
------------
Treasurer and Director.
<P>
Placement Agent: The Company will appoint a transfer agent
----------------
for the Company's shares prior to applying for a listing on a
recognized stock exchange.
<P>
Securities Offered: 5,000,000 Shares of Common Stock,
-------------------
$.0001 par value per share at $.0001 per Share or an aggregate
of $500. Shares are being offered on a "best efforts" basis.
The minimum investment is $500.00. All funds received shall be
available for immediate use by the Company. The Termination
Date for the offering is January 31, 2000. The Company
reserves the right to extend the Termination Date of this
offering for a maximum of sixty days from the Termination Date,
or such later date in its sole discretion, or to undertake
separate additional offerings, provided that no such actions
shall affect the Company's right to rely on Rule 506 of the Act
with respect to the conduct of its offering.
<P>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY
FEDERAL OR STATE SECURITIES AGENCY NOR HAS ANY AGENCY REVIEWED
OR PASSED UPON THE ACCURACY OF THIS TERM SHEET. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
ACCORDINGLY INVESTORS MUST RELY UPON THEIR OWN EXAMINATION OF
THIS TERM SHEET AND THE COMPANY IN MAKING AN INVESTMENT
DECISION.
<P>
THE SECURITIES OFFERED HEREBY INVOLVE A HIGH DEGREE OF RISK AND
SHOULD NOT BE PURCHASED BY INVESTORS WHO CANNOT AFFORD THE LOSS
OF THEIR ENTIRE INVESTMENT.
<P>
Subscription
Period: The shares will be offered during the
------------
Subscription Period, which shall mean the period ending on
January 31, 2000. The Subscription Period may be extended in
the sole discretion of the Company without notice to
subscribers for an additional sixty (60) day period.
<P>
Subscription: All checks for the purchase of the
-------------
Shares shall be made payable to "SEGWAY I CORP." The proceeds
from the sale of the Shares, less legal fees and other
expenses, will be released to the Company upon clearance of
such funds and acceptance of subscriptions by the Company.
This offering is being sold on a "best efforts" basis. There
is no minimum amount which must be raised in order for funds to
be released to the Company. The Company has the right, in its
sole discretion, to reject any subscriptions.
<P>
Use of Proceeds: The net proceeds from the sale of the
----------------
Shares will be utilized primarily for working capital and any
other corporate purpose, including, legal and other fees
related to the Offering.
<P>
Commissions: The Company will not pay any commissions
------------
to its Officers and Directors on the sale of the Shares.
<P>
Substantial Risk: An investment in the Company is subject
-----------------
to substantial risks and is extremely speculative. An
investment should only be considered by an investor who can
afford to lose its entire investment.
<P>
Risk Factor: The undersigned acknowledges that the
------------
securities offered hereby represent an extremely speculative
investment and an extremely high degree of risk. The
undersigned acknowledges that the Company: (i) requires
additional funding in order to continue to operate its
business, which funding, if obtained, will dilute purchasers in
the Offering;(ii) has no operating history upon which an
investor can evaluate an investment in this Company; (iii) the
Offering herein is being made on a "best efforts", no minimum
basis. The funds available to the Company from the proceeds of
this offering will be reduced to the extent that less than all
the securities offered hereby are sold. Once a subscription
has been accepted, subscribers funds will be non-refundable and
will be immediately available for use by the Company regardless
of the aggregate number of securities sold hereunder; and (iv)
will face extreme competition from entities which possess
substantially greater financial and other resources than the
Company. In addition, investors should be aware that there is
no market for the Shares and, accordingly, investors may not be
able to sell any Shares purchased. As a result of such risks,
the loss of the undersigned's entire investment is possible.
<P>
Conflicts of
Interest: The Company's officer and director has
---------
organized and expects to organize other companies of a similar
nature and with a similar purpose as the Company.
Consequently, there are potential inherent conflicts of
interest in acting as an officer and director of the Company.
Insofar as the officer and director is engaged in other
business activities, management anticipates that it will devote
only a minor amount of time to the Company's affairs. The
Company does not have a right of first refusal pertaining to
opportunities that come to management's attention insofar as
such opportunities may relate to the Company's proposed
business operations.
<P>
Restriction
on Transfer: The Subscriber acknowledges that the
------------
Shares must be held in accordance with the provision of Rule
144 promulgated under the Act which permit limited resale of
shares purchased in a private placement subject to the
satisfaction of certain conditions, including, among other
things, the existence of a public market for the shares, the
availability of certain current public information about the
issuer, the resale being effected through a "brokers'
transaction" or in transactions directly with a "market maker"
and a limitation of the number of shares that the holder can
sell during any three-month period.
<P>
Independent
Verification: The subscriber will be required to
-------------
acknowledge that the subscriber has conducted its own
investigation into the business of the Company as well as the
Company's future proposed plans without the Company furnishing
to such subscriber any prospectus, offering memorandum or
written description of the Company, its plans and/or its future
plans other than this Term Sheet. Subscribers should verify
directly with the Company any information which subscribers
intend to rely on in making an investment in the Company.
<P>
Capital Structure: Upon the consummation of the sale of the
------------------
Shares described in this Term Sheet, the Company will have
5,000,000 common shares outstanding. Accordingly, the Shares
sold in the Offering will represent approximately 100% of the
Company's issued and outstanding shares of common stock. The
Company anticipates that it will require significant additional
funding which, if obtained, will result in substantial dilution
to investors in this Offering.
<P>
Additional
Information: All potential subscribers should contact
------------
Segway I Corp. for further information regarding the Company.
Exhibits: The following exhibit is included in
this Term Sheet:
Exhibit A: Subscription Agreement.
Exhibit B: Confidential Purchaser Questionnaire.
<P>
Jurisdictional Notices
----------------------
<P>
FOR RESIDENTS OF ALL STATES: THE SECURITIES OFFERED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR
THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD
IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF
SAID ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO
RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID LAWS AND
SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.
INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR
THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD
OF TIME.
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES
COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF
THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF
THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS MEMORANDUM.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
<P>
INVESTORS MAY MAKE AN INDEPENDENT EXAMINATION OF ALL
BOOKS, RECORDS AND OTHER DOCUMENTS OF THE COMPANY TO THE EXTENT
AN INVESTOR DEEMS IT NECESSARY, AND SHOULD NOT RELY ON THE
COMPANY OR ANY OF THE COMPANY'S EMPLOYEES OR AGENTS WITH
RESPECT TO JUDGEMENTS RELATING TO AN INVESTMENT IN THE COMPANY.
ANY OTHER DOCUMENTS OR INFORMATION CONCERNING THE COMPANY WHICH
A PROSPECTIVE INVESTOR REASONABLY REQUESTS TO INSPECT OR HAVE
DISCLOSED TO HIM WILL BE MADE AVAILABLE OR DISCLOSED SUBJECT TO
RECEIPT OF REASONABLE ASSURANCE THAT SUCH MATTERS WILL BE
MAINTAINED IN CONFIDENCE.
<P>
-----------------------
SUBSCRIPTION DOCUMENTS
-----------------------
<P>
SEGWAY I CORP.
(A New Jersey Corporation)
<P>
Each subscriber must complete and sign the Subscription
Documents in accordance with the following instructions.
Subscribers must meet certain requirements in order for Segway
I Corp., a New Jersey corporation (the "Company"), to comply
with the offering exemptions from registration and
qualification under the Securities Act of 1933, as amended, and
applicable state securities laws. The Company will be relying
on the accuracy and completeness of information provided in the
Subscription Documents to establish the qualifications of
prospective investors and the Company's legal right to sell
these securities. Answers will at all times be kept strictly
confidential, unless necessary to establish the legality of a
prospective investor's participation in the offering. The
Company should be contacted immediately if there is any change
in the information the prospective investor has provided.
<P>
INSTRUCTIONS
------------
1. Complete and sign
<P>
(a) The SUBSCRIPTION AGREEMENT and
(b) the CONFIDENTIAL PURCHASER QUESTIONNAIRE, which
are attached hereto.
<P>
2. Return all documents, together with a check payable to
"Segway I Corp." or a wire transfer to the Richard I. Anslow
Trust Account (see wire instruction attached hereto) in the
amount indicated in Paragraph 1 of the Subscription Agreement
for the number of Shares subscribed for to:
<P>
SEGWAY I CORP.
4400 Route 9, 2nd Floor
Freehold, NJ 07728
Attn: Richard Anslow
<P>
The following sets forth the number of signatures required
for different forms of ownership:
<P>
Individual: One signature required
<P>
Joint Tenants with
Right of Survivorship: Both parties must sign.
<P>
Tenants in Common: All parties must sign.
<P>
Community Property: One signature required if
security will be held in one
name, i.e., managing spouse; two
signatures required if security
will be held in both names.
<P>
Corporation: Signature of authorized officer
or officers required.
<P>
Partnership: Signature of general partner
required; additional signatures
only if required by partnership
agreement.
<P>
Trust: Trustee's signature must
indicate "Trustee for the
_________ Trust."
<P>
Other Entities: As required by the applicable
document.
<P>
-----------------------
SUBSCRIPTION AGREEMENT
-----------------------
<P>
SEGWAY I CORP.
(A New Jersey Corporation)
<P>
THE SHARES OF COMMON STOCK OFFERED HEREBY HAVE NOT BEEN
REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), IN RELIANCE
UPON CERTAIN EXEMPTIONS FROM REGISTRATION PROVIDED IN THE ACT,
NOR HAVE SUCH SECURITIES BEEN REGISTERED OR QUALIFIED UNDER ANY
STATE'S SECURITIES LAWS. ACCORDINGLY, IT IS UNLAWFUL TO
CONSUMMATE A SALE OR TRANSFER OF THE SHARES OF THIS COMPANY
UNLESS SUCH SECURITIES ARE SUBSEQUENTLY REGISTERED OR QUALIFIED
UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS OR
EXEMPTIONS THEREFROM ARE AVAILABLE.
<P>
(Please complete all blanks before execution)
Date: _________________, 2000
<P>
This Subscription Agreement is entered into by and between
____________________________ (the "Subscriber") and SEGWAY I
CORP., a New Jersey corporation (the "Company"), as of the date
it is accepted below by the Company.
<P>
The Company is offering (the "Offering") for sale pursuant
to Section Regulation D Rule 506 of the Securities Act of 1933,
as amended (the "Act"), 5,000,000 Shares of Common Stock,
$.0001 par value per share. The Shares are being offered at a
purchase price of $.0001 per share or an aggregate of $500.
Shares are being offered on a "best efforts" basis. The
minimum investment is $500.00. Subject to the Company's right
to terminate the Offering at any time or the sale of all the
Shares offered hereby, this Offering will terminate on January
31, 2000, unless extended by the Company, in its sole
discretion, for up to an additional sixty (60) days.
<P>
1. Subscription. The Subscriber hereby subscribes to
purchase Shares at an offering price of $.0001 per
------------
Share being offered by the Company in this Offering. Attached
or enclosed is (i) the Subscriber's check in the amount of $
payable to "SEGWAY I CORP." in full payment for the Shares
subscribed for purchase, and (ii) a completed and duly executed
Confidential Purchaser Questionnaire, a copy of which is
attached hereto as Exhibit A.
<P>
The Subscriber understands that there is no minimum number
of Shares that must be sold in this Offering in order for the
Company to use the proceeds raised herein; and all proceeds
received by the Company from the sale of the Shares will be
made available immediately to the Company for its use. As set
forth in the Company's Confidential Term Sheet dated January
21, 2000 (the "Memorandum"), substantially all of the funds
received from the sale of the Shares will be used for working
capital and any other corporate purposes.
<P>
2. Acceptance. Acceptance by the Company shall be
evidenced by its delivery to Subscriber of a fully-executed
Subscription Agreement. Execution of this Agreement by the
Subscriber does not require the Company to accept any
subscription and this Agreement shall not be binding unless and
until accepted in writing by the Company.
<P>
3. Subscriber's Representations. The Company is
offering and shall issue the Shares subscribed for in this
Agreement without registering them pursuant to the Securities
Act of 1933, as amended (the "Act") and in particular Rule 506
of the Act. The Company is doing so in reliance upon, among
other things, the Subscriber's following representations:
<P>
(a) Accuracy of Information and Subscriber's
Representation. The Subscriber's representations in this
Agreement and the information contained in the subscriber's
Confidential Purchaser Questionnaire are complete and accurate
to the best of the Subscriber's knowledge, and the Company may
rely upon them. The Subscriber will notify the Company
immediately if any material change occurs in any of this
information before the sale of the Shares.
<P>
(b) Access to Data. The Subscriber has reviewed among
other documents the Company's Confidential Term Sheet dated
January 21, 2000 and all exhibits attached thereto
(collectively, the "Memorandum"). The Subscriber understands
that an investment in the Company involves significant risks,
including those set forth under the caption entitled "Risk
Factors" in the Memorandum. The Subscriber hereby acknowledges
it has been furnished all materials relating to the Company,
their respective business and financial condition, the Offering
and any other matter set forth in the Memorandum that it has
requested and has been afforded the opportunity to ask
questions and receive answers concerning the terms and
conditions of the Offering and to obtain any additional
information that the Company possesses or can acquire without
unreasonable effort or expense that is necessary to verify the
accuracy of the information set forth in the Memorandum. No
oral representations have been made or oral information
furnished to the Subscriber in connection with the Offering
that were in any way inconsistent with the Memorandum.
<P>
(c) Investment. The Subscriber is acquiring the
Securities for investment for the Subscriber's own account, not
as a nominee or agent, and not with a view to, or for resale in
connection with, any distribution thereof. The Subscriber
understands that, by reason of a specific exemption from the
registration provision of the Act, the Securities have not
been, and (except as provided in Section 4 below) will not be,
registered under the Act, and that the availability of such
exemption depends upon, among other things, the bona fide
nature of the investment intent and the accuracy of the
Subscriber's representations as expressed herein.
<P>
(d) Nature of Transaction. The Subscriber understands
and acknowledges that the Company has not had any operations to
date and will not have any operations until after the Offering
is finalized.
<P>
(e) Restriction on Transfer. The Subscriber
acknowledges that the Shares must be held in accordance with
the provision of Rule 144 promulgated under the Act which
permit limited resale of shares purchased in a private
placement subject to the satisfaction of certain conditions,
including, among other things, the existence of a public market
for the shares, the availability of certain current public
information about the issuer, the resale being effected through
a "brokers' transaction" or in transactions directly with a
"market maker" and a limitation of the number of shares that
the holder can sell during any three-month period.
<P>
(f) Authorization. This Agreement when fully executed
and delivered by the Company will constitute a valid and
legally binding obligation of the Subscriber, enforceable in
accordance with its terms. The purchase of the Shares by the
Subscriber, if it is an entity investor, is a permissible
investment in accordance with the Subscriber's Articles of
Incorporation, By-Laws, partnership agreement, declaration of
trust or other similar charter document, and has been duly
approved by all requisite action by the entity's owners,
directors, officers or other authorized managers. The person
signing this document and all documents necessary to consummate
the purchase of the Shares has all requisite authority to sign
such documents on behalf of the Subscriber, if it is an entity
investor.
<P>
(g) No Duplication. The Subscriber has not duplicated or
distributed the Memorandum to anyone other than his or her
Purchaser Representative or other personal advisors, and will
not do so in the future.
<P>
(h) No Advertising or General Solicitation. The
Shares offered hereby were not offered to the Subscriber by way
of general solicitation or general advertising and at no time
was the Subscriber presented with or solicited by means of any
leaflet, public promotional meeting, circular, newspaper or
magazine article, radio or television advertisement.
<P>
(i) Investment Sophistication. The Subscriber has
such knowledge and experience in financial and business
matters to be capable of evaluating the merits and risks of the
proposed investment.
<P>
(j) Adequate Financial Means. The subscriber has
adequate means of providing for his current needs and possible
personal contingencies and he is able to bear the economic
risks of the investment (i.e., he can afford a complete loss).
(k) No Trading Market. The Subscriber acknowledges that
there is not and never has been a trading market in the
Company's Common Stock and after completion of this Offering
there can be no assurance that a trading market will develop or
if it ever does develop, of which there is no assurance, that
it will be active or maintained, and, thus, the Subscriber may
not be able to readily, if ever, liquidate his investment.
<P>
4. Indemnification under this Agreement. The
Subscriber shall indemnify and hold harmless the Company and
each of its affiliates from and against all losses, damages and
liabilities (including, but not limited to, court costs and
reasonable attorneys' fees) arising or resulting from, or
attributable to, any breach of the representations and
warranties set forth in Section 3 of this Subscription
Agreement, or in any other document furnished by the Subscriber
to any of the foregoing parties, or the fact that any of the
representations, acknowledgments or understandings set forth in
Paragraph 3 are untrue or without adequate factual basis to be
considered true and not misleading.
<P>
5. No Transfer and Subsequent Disposition. The
Subscriber hereby agrees that he will not sell, transfer or
otherwise dispose of the shares of Common Stock included
therein unless, in the opinion of counsel to the Company, such
sale, transfer or disposition may be legally made without (i)
registration under the Act, and/or (ii) registration and/or
qualification under then applicable state and/or federal
statutes, or such sale, transfer or disposition shall have been
so registered and/or qualified and an appropriate prospectus
shall then be in effect.
<P>
The shares of Common Stock included therein have not been
registered under the Act and are being sold in reliance upon
the exemption contained in Rule 506 of the Act. A purchaser of
the Securities will not be able to sell and/or otherwise
dispose of their Securities unless a registration statement is
in effect and/or an exemption from the registration
requirements of said act is available.
<P>
6. Power of Attorney of Spouse. If the Subscriber is
a married person and a resident of a community property state,
the Subscriber agrees to cause the Subscriber's spouse to
execute this Agreement at the space provided for that spouse's
signature immediately following the signature of the
Subscriber, and by such signature hereto said spouse certifies
that said spouse is the spouse of the person who signed this
Agreement, that said spouse has read and approves the
provisions hereof and hereby consents and agrees to this
Agreement and agrees to be bound by and accepts such provisions
of this Agreement in lieu of all other interests said spouse
may have in the Company, whether such interest be community
property or otherwise. Said spouse grants to the Subscriber
irrevocable power of attorney to represent said spouse in all
matters connected with the Company to the end that, in all
cases, the Company may rely on any approval, direction, vote or
action taken by the Subscriber, as said spouse's attorney-in-
fact. Such power of attorney is, and shall be deemed to be,
coupled with an interest so that the authority granted hereby
may continue during the entire period of the Company and
regardless of the death or incapacity of the spouse granting
the same. Said spouse further agrees to execute, acknowledge
and deliver such other and further instruments and documents as
may be required to evidence such power of attorney.
<P>
7. Entirety. The terms of this Agreement are intended
by the parties as a final expression of their agreement with
respect to the terms included in this Agreement and may not be
contradicted by evidence of any prior or contemporaneous
agreement, arrangement, understanding or negotiation (whether
oral or written).
<P>
8. Waiver. No waiver or modification of any of the
terms of this Agreement shall be valid unless in writing. No
waiver of a breach of, or default under, any provision hereof
shall be deemed a waiver of such provision or of any subsequent
breach or default of the same or similar nature or of any other
provision or condition of this Agreement.
<P>
9. Counterparts. This Agreement may be executed in
two or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and
the same instrument.
<P>
10. Notices. Except as otherwise required in this
Agreement, any notice required or permitted under this
Agreement shall be given in writing and shall be deemed
effectively given upon personal delivery or upon deposit with
the United States Post Office, by registered or certified mail,
postage prepaid, addressed as follows:
<P>
To the Company: Segway I Corp.
4400 Route 9, 2nd Floor
Freehold, New Jersey 07728
<P>
To the Subscriber: At the address set forth beneath the
Subscriber's signature
<P>
Any party may change his, her or its address for notice in
accordance with the provisions of this Paragraph
<P>
11. Non-Assignability. The obligations of the Subscriber
hereunder shall not be delegated or assigned to any other party
without the prior written consent of the Company.
<P>
12. Expenses. Each party shall pay all of its costs
and expenses that it incurs with respect to the negotiation,
execution and delivery of this Agreement.
<P>
13. Applicable Law. This Agreement shall be construed
and enforced pursuant to the laws of the State of New Jersey
applicable to contracts to be performed entirely therein,
without reference to New Jersey choice of law rules.
<P>
14. Form of Ownership. Please indicate the form of
ownership that the Subscriber desires for the Shares:
<P>
----- Individual
----- Joint Tenants with Right of Survivorship
----- Tenants in Common
----- Community Property
----- Trust
----- Corporation
----- Partnership
----- Other:
<P>
15. Survival. All representations, warranties and
covenants contained in this Subscription Agreement shall
survive the acceptance of the subscription. The subscriber
acknowledges and agrees that this Subscription Agreement shall
survive (i) changes in the transactions, documents and
instruments described in the Memorandum that are not material,
and (ii) the death or disability of the Subscriber.
<P>
16. Gender, Number, Etc. Terms used herein in any
number or gender include other numbers or genders, as the
context may require. If the Subscriber is an entity, all
references to "him" or "his" shall be deemed to include "it" or
"its."
<P>
INDIVIDUAL(S) SIGN HERE: SUBSCRIBER:
--------------------------------
(Signature)
--------------------------------
(Print name)
--------------------------------
<P>
--------------------------------
(Address)
<P>
Social Security # --------------
<P>
Number of Shares Subscribed
for Purchase -------------------
<P>
SPOUSE OF SUBSCRIBER:
<P>
--------------------------------
(Signature)
<P>
ORGANIZATIONS SIGN HERE: SUBSCRIBER:
<P>
--------------------------------
(Print Name of Organization)
<P>
By:-----------------------------
(Signature)
<P>
--------------------------------
(Print Name and Title)
<P>
--------------------------------
<P>
--------------------------------
(Address)
<P>
Federal ID# --------------------
<P>
Number of Shares Subscribed
for Purchase: ------------------
<P>
ACCEPTED:
SEGWAY I CORP.
<P>
By:--------------------------
Title
<P>
Date: -----------------------
<P>
EXHIBIT A
------------------------------
<P>
CONFIDENTIAL PURCHASER QUESTIONNAIRE
<P>
------------------------------
<P>
SEGWAY I CORP.
(A New Jersey Corporation)
<P>
SPECIAL INSTRUCTIONS
--------------------
<P>
You are being requested to answer questions in connection
with the proposed offer and sale (the "Offering"), pursuant to
Regulation D Rule 506 of the Securities Act of 1933, as amended
(the "Act"), 5,000,000 Shares of Common Stock, $.0001 par value
per share The Shares are being offered at a purchase price of
$.0001 per share or an aggregate of $500.
<P>
In order to establish the availability under federal and
state securities laws of an exemption from registration or
qualification requirements for the proposed Offering, you are
required to represent and warrant, and by executing and
delivering this questionnaire will be deemed to have
represented and warranted, that the information stated herein
is true, accurate and complete to the best of your knowledge
and belief, and may be relied on by the Company. Further, by
executing and delivering this questionnaire you agree to notify
the Company and supply corrective information promptly if,
prior to the consummation of your purchase of the Shares in
this Offering, any such information becomes inaccurate or
incomplete. Your execution of this questionnaire does not
constitute any indication of your intent to subscribe for the
Shares offered hereby.
<P>
NO OFFER OF THE SHARES WILL BE MADE UNLESS ACCOMPANIED BY
THE CONFIDENTIAL TERM SHEET DATED JANUARY 21, 2000 OF THE
COMPANY, TOGETHER WITH THE EXHIBITS AND SUPPLEMENTS THERETO, IF
ANY, DESCRIBING THE PROPOSED OFFERING.
<P>
A subscriber who is a natural person must complete each
Question except for 2,5 and 6.
<P>
A subscriber that is an entity other than a trust must
complete each Question except for 3 and 5.
<P>
A subscriber that is a trust must complete each Question
except for 3.
<P>
GENERAL INFORMATION
<P>
1. All Subscribers
<P>
A. Name(s) of prospective investor(s):
<P>
B. Address:
Tel. No.
-------------------
C. Address for communications (if different):
Tel. No.
-------------------
<P>
2. Subscribers That Are Entities
<P>
Type of entity:
<P>
---- Trust
---- Corporation
---- Partnership
---- Joint Subscribers (Other than husband and
wife)
---- Other:
<P>
A. State and date of legal formation:
<P>
B. Nature of business:
<P>
C. Was the entity organized for the specific purpose
of acquiring the securities in this offering?
<P>
Yes No
<P>
D. Federal tax identification number:
<P>
3. Subscribers Who Are Individuals
<P>
A. State where registered to vote:
<P>
B. Social Security Number:
<P>
C. Please state the subscriber's education and
degrees earned:
<P>
Degree School Year
<P>
---------- ----------------------------- ------
<P>
---------- ----------------------------- ------
<P>
D. Current occupation (if retired, describe last
occupation)
<P>
Employer:
<P>
Nature of Business:
<P>
Position:
<P>
Business Address:
<P>
Tel. No.
-----------------
<P>
ACCREDITATION (for persons claiming to be accredited)
<P>
4. Does the subscriber satisfy one or more of the following
accredited investor requirements?
<P>
A. Institutional Test
<P>
(i) a bank as defined in Section 3(a)(2) or a savings
and loan association as defined in Section 3(a)(5)(A) of the
Securities Act of 1933 whether acting in its individual or
fiduciary capacity; (ii) any broker or dealer registered
pursuant to Section 15 of the Securities Exchange Act of 1934;
(iii) an insurance company as defined in Section 2(13) of the
Securities Act of 1933; (iv) an investment company registered
under the Investment Company Act of 1940 or a business
development company as defined in Section 2(a)(48) of that Act;
(v) a Small Business Investment Company licensed by the U.S.
Small Business Administration under Section 301(c) or (d) of
the Small Business Investment Act of 1958; (vi) an employee
benefit plan established and maintained by a state or any of
its political subdivisions or an agency of such state or
political subdivision, if such plan has total assets in excess
of $5,000,000; (vii) an employee benefit plan within the
meaning of Title I of the Employee Retirement Income Security
Act of 1974, where the investment decision is made by a plan
fiduciary, as defined in Section 3(21) of such Act, that is
either a bank, insurance company, or registered investment
adviser, or where the employee benefit plan has total assets in
excess of $5,000,000, or, if a self-directed plan, investment
decisions are made solely by persons that are accredited
investors and for the benefit of such persons; (viii) a private
business development company as defined in Section 202(a)(22)
of the Investment Advisors Act of 1940; or (ix) a non-profit
charitable organization described in Section 501(c)(3) of the
Internal Revenue Code, corporation, Massachusetts or similar
business trust or partnership not formed for the specific
purpose of acquiring the securities offered, with total assets
in excess of $5,000,000?
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Yes No
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If yes, please give the number of the category as listed
above within which the subscriber falls.
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B. Individual $1,000,000 Net Worth Test
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Is the subscriber a natural person who, together with
spouse (if applicable), has a net worth in excess of $1,000,000
(including home, home furnishings and automobiles)?
<P>
Yes No
<P>
C. Individual $200,000 Income Test
<P>
Is the subscriber a natural person who has income in
excess of $200,000 in each of the two preceding years and
reasonably expects to have income in excess of $200,000 in the
current year?
<P>
With spouse: Yes No
<P>
Without spouse: Yes No
<P>
D. Joint $300,000 Income Test
<P>
Is the subscriber a natural person who, together with his
or her spouse, has joint income in excess of $300,000 in each
of the two preceding years and reasonably expects to have
income in excess of $300,000 in the current year?
<P>
Yes No
<P>
E. Affiliation Test
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Is the subscriber a director or executive officer of the
Company?
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Yes No
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5. Trusts
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Does the trust meet the following tests:
<P>
A. Has total assets in excess of $5,000,000?
<P>
Yes No
<P>
B. Was formed for the purpose of an investment in the
securities in this Offering?
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Yes No
<P>
C. Has its purchases directed by a sophisticated
investor who, alone or with his or her purchaser
representative, understands the merits and risks of an
investment in the securities in this Offering?
<P>
Yes No
<P>
6. Entities with All Accredited Owners
<P>
A subscriber may also be accredited if all its equity
owners are accredited under one or more of the Accreditation
Tests identified in Question 4. (The equity owners of an
investor are, for example, shareholders, general partners and
limited partners).
<P>
Therefore, if the subscriber is an entity that did not
answer yes to Question 4A above, please answer each of the
questions set forth below.
<P>
A. Are all of the equity owners of the entity
accredited investors under one or more of the Accreditation
Tests of Questions 4A, 4B, 4C, 4D or 4E?
<P>
Yes No
<P>
B. If yes, please list below the name of each
equity owner and the category or categories ("Institutional
Test," "$1,000,000 Net Worth Test," "$200,000 Income Test,"
"$300,000 Income Test" or "Affiliation Test") under which the
owner is an accredited investor.
<P>
<TABLE>
<S> <C> <C>
Name Category
<P>
1. ------------------------- ------------------------
<P>
2. ------------------------- ------------------------
<P>
3. ------------------------- ------------------------
<P>
4. ------------------------- ------------------------
<P>
5. ------------------------- ------------------------
<P>
6. ------------------------- ------------------------
<P>
</TABLE>
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Use additional sheets, if necessary, to complete list.
<P>
REPRESENTATIONS
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7. How often does the subscriber invest in securities?
<P>
Often Occasionally Never
---------- ---------- ----------
<P>
8. Please list below the subscriber's most recent
investments (up to three):
<P>
<TABLE>
<S> <C> <C>
Amount of
Name of Investment When Purchased Investment
<P>
----------------------- ----------------- ---------------
----------------------- ----------------- ---------------
----------------------- ----------------- ---------------
</TABLE>
<P>
9. Does the subscriber have such knowledge and experience
in financial and business matters as to be capable of
evaluating the merits and risks of an investment in the
securities in this Offering?
<P>
Yes No
<P>
10. Does the subscriber by reason of its business or
financial experience have the capacity to protect its own
interests in connection with a purchase of the securities in
this Offering?
<P>
Yes No
<P>
11. Is the subscriber (or the trust beneficiary for which
it is the fiduciary) able to bear the economic risk of the
investment, including a complete loss of the investment?
<P>
Yes No
<P>
12. Does the subscriber have any other investments or
contingent liabilities that could cause the need for sudden
cash requirements in excess of cash readily available to the
subscriber?
<P>
Yes No
<P>
If yes, explain:
<P>
13. Does the subscriber have a net worth or joint net worth
with his or her spouse that is at least five times as great as
the purchase price of the securities subscribed for purchase?
<P>
Yes No
<P>
14. Has the subscriber ever been subject to bankruptcy,
reorganization or debt restructuring?
<P>
Yes No
<P>
If yes, provide details:
<P>
15. Is the subscriber involved in any litigation that, if
an adverse decision occurred, would adversely affect the
subscriber's financial condition?
<P>
Yes No
<P>
If yes, provide details:
<P>
16. Does the subscriber confirm that neither it nor the
subscriber's broker became aware of or was introduced to the
Company by means of any advertisement or general solicitation?
<P>
Yes No
<P>
17. Does the subscriber confirm that the foregoing
statements are complete and accurate to the best of its
knowledge and belief, and that it undertakes to notify the
Company regarding any material change e securities in this
offering?
<P>
Yes No
<P>
INDIVIDUAL(S) SIGN HERE: SUBSCRIBER:
<P>
---------------------------------
(Signature)
<P>
---------------------------------
(Print name)
<P>
---------------------------------
<P>
---------------------------------
(Address)
<P>
Social Security #
----------------
Number of Shares Subscribed
for Purchase
--------------------
<P>
ORGANIZATIONS SIGN HERE: SUBSCRIBER:
<P>
--------------------------------
(Print Name of Organization)
<P>
By:
---------------------------------
(Signature)
<P>
---------------------------------
(Print Name and Title)
<P>
---------------------------------
<P>
---------------------------------
(Address)
<P>
Federal ID#
---------------------
<P>
Number of Shares Subscribed
for Purchase:
-------------------
<P>
