SUPPLEMENT NO. 1 TO OFFER TO PURCHASE DATED AS OF MARCH 14, 2001
AV, INC., WALTER NEUBAUER AND AREF CHEVAL
HAVE AMENDED THEIR OFFER TO PURCHASE SHARES OF THE COMMON STOCK
AQUA CARE SYSTEMS, INC.
INCREASE THE NUMBER OF SHARES IT IS OFFERING TO PURCHASE AT $2.25 NET PER
THIS OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00 MIDNIGHT,
NEW YORK CITY TIME, ON WEDNESDAY, MARCH 28, 2001, UNLESS THIS
OFFER IS EXTENDED.
THIS OFFER IS SUBJECT TO THE TERMS AND CONDITIONS CONTAINED IN THE OFFER TO
PURCHASE AND IN THIS SUPPLEMENT. SEE SECTION 14 UNDER THE CAPTION "THE TENDER
OFFER" OF THE OFFER TO PURCHASE. THIS OFFER IS NOT CONDITIONED UPON THE
RECEIPT OF FINANCING.
THE BOARD OF DIRECTORS OF AQUA CARE SYSTEMS, INC. (THE "COMPANY") HAS
DETERMINED THAT THIS OFFER IS FAIR TO AND IN THE BEST INTEREST OF THE
STOCKHOLDERS OF THE COMPANY AND RECOMMENDS THAT HOLDERS OF SHARES OF
THE COMPANY'S COMMON STOCK ACCEPT THIS OFFER AND TENDER THEIR SHARES
PURSUANT TO THIS OFFER.
Any shareholder desiring to tender all or any portion of such shareholder's Shares (as defined herein) should
1. Complete and sign the original Letter of Transmittal or the Amended Letter of Transmittal (or a facsimile
thereof) tendered in accordance with the instructions in the Letter of Transmittal, have such shareholder's
signature thereon guaranteed if required by Instruction 1 to the Letter of Transmittal or the Amended Letter of
Transmittal, mail or deliver the original Letter of Transmittal or the Amended Letter of Transmittal (or a facsimile
thereof), or, in the case of a book-entry transfer effected pursuant to the procedure set forth in Section 2 under
the caption "Tender Offer" on page 5 of the Offer to Purchase, an Agent's Message (as defined in the Offer to
Purchase) and any other required documents to the Depositary (as defined in the Offer to Purchase) and either
deliver the certificates for such Shares to the Depositary along with the Letter of Transmitta