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Mother’s Touch, Inc.

INVESTOR SUITABILITY STANDARDS

Prospective purchasers of the securities offered by this Memorandum should give careful consideration to certain risk factors described under “RISK FACTORS” section and especially to the speculative nature of this investment and the limitations described under that caption with respect to the lack of a readily available market for the securities and the resulting long term nature of any investment in the Company. This Offering is available only to suitable Accredited Investors having adequate means to assume such risks and of otherwise providing for their current needs and contingencies.

GENERAL

The Securities will not be sold to any person unless such prospective purchaser or his or her duly authorized representative shall have represented in writing to the Company in a Subscription Agreement that:

• The prospective purchaser has adequate means of providing for his or her current needs and personal contingencies and has no need for liquidity in the investment of the Securities;

• The prospective purchaser’s overall commitment to investments which are not readily marketable is not disproportionate to his, her, or its net worth and the investment in the Securities will not cause such overall commitment to become excessive; and

• The prospective purchaser is an “Accredited Investor” (as defined on the next page) suitable for purchase in the Securities.

Each person acquiring Securities will be required to represent that he, she, or it is purchasing the Securities for his, her, or its own account for investment purposes and not with a view to resale or distribution.

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