Common use of Representations and Warranties of the Undersigned Clause in Contracts

Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered and sold pursuant to the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants as follows: (a) The undersigned (X) if an individual (I) is a citizen of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction; (b) The undersigned has read and fully considered the section in the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available. (c) The undersigned is able (I) to bear the economic risk of this investment, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means of providing for current needs and personal contingencies, and has no need for liquidity in this investment; (d) The undersigned has such knowledge and experience in financial and business matters that he/she is capable of evaluating the merits and risks of an investment in the Shares and of making informed investment decision; (e) The undersigned confirms that, in making his decision to purchase the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel to the Company concerning the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in the Memorandum; (f) The Shares hereby subscribed for are being acquired by the undersigned In good faith solely for his/her own personal account, for investment purposes only, and are not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement with any person to sell, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is available. (g) The undersigned consents to the placement of a legend, until the shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability as a purchaser of the Shares and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such person.

Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered and sold pursuant to the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants as follows: (a) The undersigned (X) if an individual (I) is a citizen of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction; (b) The undersigned has read and fully considered the section in the Memorandum Entitled entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available. (c) The undersigned is able (I) to bear the economic risk of this investment, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means of providing for current needs and personal contingencies, and has no need for liquidity in this investment; (d) The undersigned has such knowledge and experience in financial and business matters that he/she is capable of evaluating the merits and risks of an investment in the Shares and of making informed investment decision; (e) The undersigned confirms that, in making his decision to purchase the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel to the Company concerning the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in the Memorandum; (f) The Shares hereby subscribed for are being acquired by the undersigned In in good faith solely for his/her own personal account, for investment purposes only, and are not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement with any person to sell, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is available. (f-1) The Purchaser acknowledges that, except for the historical material contained herein or in the Securities and Exchange Commission ("SEC") documents attached as Exhibits to the Memorandum (the "SEC Documents"), the matters disclosed herein and therein are forward-looking statements under the federal securities laws that involve risks and uncertainties, including, but not limited to, product demand and market acceptance risks, the effect of economic conditions, the impact of competitive products and pricing, product constraints or difficulties, the results of financing efforts, actual purchases under agreements, the effect of the Company's accounting policies, and other risks detailed in the company's SEC Documents. Actual results could differ materially from those estimated or anticipated in these forward-looking statements. (f-2) The Purchaser is a resident of the state set forth on the signature page hereto. (g) The undersigned consents to the placement of a legend, until the common shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER.";; (g-1) The undersigned represents that he is an "institutional investor" or "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), , (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "institutional investor" or "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability as a purchaser of the Shares and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such person.

Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered and sold pursuant undersigned, in order to the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of induce the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned to accept this Offer, hereby warrants and represents and warrants as follows: (a) The undersigned (X) if an individual (I) is a citizen of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction; (bA) The undersigned has read and fully considered sufficient liquid assets to sustain a loss of the section in the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is availableundersigned's entire investment. (cB) The undersigned is able (I) an Accredited Investor as that term is defined in Regulation D promulgated under the Act. In general, an "Accredited Investor" is deemed to bear the economic risk be an institution with assets in excess of this investment$5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. Alternatively, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means will satisfy the criteria of providing for current needs the Company that the undersigned is otherwise a qualified investor based upon qualifications, background, sophistication and personal contingencies, and has no need for liquidity experience in this investment;offerings such as this. (dC) The Company has not made any other representations or warranties to the undersigned with respect to the Company or rendered any investment advice except as contained herein. (D) The undersigned has not authorized any person or institution to act as Purchaser Representative for the undersigned (as that term is defined in Regulation D of the General Rules and Regulations under the Act) in connection with this transaction. The undersigned has such knowledge and experience in financial financial, investment and business matters that he/she is to be capable of evaluating the merits and risks of an the prospective investment in the Shares and securities of making informed investment decision; (e) the Company. The undersigned confirms thathas consulted with such independent legal counsel or other advisers, as the undersigned has deemed appropriate to assist the undersigned in making his decision to purchase evaluating the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and proposed investment in the Company. The undersigned represents that he (i) has adequate means of providing for his current financial needs and possible personal contingencies and has no need for liquidity of this investment in the Company; (ii) can afford (a) to hold unregistered securities for an indefinite period of time; and (b) to sustain a complete loss of the entire amount of the purchase price for the Securities; and (iii) has not made an overall commitment to investments which are not readily marketable, which is disproportionate so as to cause such representatives and advisors have overall commitment to become excessive. The undersigned has been given afforded the opportunity to ask questions of, and to receive answers from, the officers and/or directors of the Company and Counsel to the Company acting on its behalf concerning the terms and conditions of this offering, transaction and to obtain any additional information, to the extent such persons possess that the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished; and the undersigned has received satisfactory answers to all such questions to the extent deemed appropriate in order to evaluate the merits and risks of an investment in the Company. (E) The undersigned acknowledges that the Shares of common stock issuable have been registered under the Act in reliance on an exemption for transactions by an issuer not involving a public offering and, except as otherwise specifically set forth in herein, the Memorandum;Company has not undertaken to register any of such securities under Federal or State law. Further understands that the undersigned is purchasing all such securities without being furnished any prospectus setting forth all of the information that may be required to be furnished under the Act if a prospectus were required to be delivered. (fF) The Shares hereby subscribed for undersigned further acknowledges that this offering has not been passed upon or the merits thereof endorsed or approved by any state or federal authorities. (G) The Securities are being acquired by solely for the account of the undersigned In good faith solely for his/her own personal accountinvestment and not with a view to, or for investment purposes onlyresale in connection with, any distribution except as may be permitted by federal and state securities laws. By such representation, the undersigned means that no other person has a beneficial interest in the Securities, and that no other person has furnished or will furnish directly or indirectly, any part of or guarantee the payment of any part of the consideration to be paid to the Company in connection therewith. The undersigned does not intend to dispose of all or any part of the Securities except in compliance with the provisions of the Act and applicable state securities laws, and understands that the Securities are being offered pursuant to a specific exemption under the provisions of the Act, which exemption(s) depends, among other things, upon the compliance with the provisions of the Act. (H) The undersigned agrees not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement with any person to sell, transfer transfer, pledge or pledge otherwise dispose of or encumber the Securities except pursuant to the applicable rules and regulations under the Act or applicable state securities laws, and prior to any person the Shares such sale, transfer, pledge, disposition or any part thereofencumbrance, any interest therein or any rights thereto; the undersigned has no present plans will, upon request, furnish the Company and its transfer agent with an opinion of counsel satisfactory to enter into the Company in form and substance that registration under the Act and any such contract applicable state securities laws is not required. (I) The undersigned hereby agrees that the Company may ▇▇▇▇▇▇ the following or arrangement; and he/her understands that as a result he/she must bear similar legend on the economic risk face of the investment for an indefinite period of time because Securities in compliance with the Shares Act or state securities laws: "These securities have not been registered under the Securities Act andof 1933, thereforeas amended ("Act"), canor any state securities laws and may not be sold unless they are subsequently registered or otherwise transferred- or disposed of except pursuant to an effective registration statement under the Act and any applicable state securities laws, or an opinion of counsel satisfactory to counsel to the Company that an exemption from such registration under the Act act and any applicable state securities laws is available. (g) " The undersigned consents to the placement of a legend, until the shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence certifies that each of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, set forth in subsections (A) through (I) inclusive of this Section 3 are made by the undersigned with the intent that they be relied upon in determining his suitability true as a purchaser of the Shares date hereof and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such persondate.

Representations and Warranties of the Undersigned. (a) The undersigned understands that hereby represents and warrants to, and agrees with, the Company as follows: (i) the undersigned can bear the economic risk of losing the undersigned’s entire investment; (ii) the undersigned is acquiring the Shares are being offered for its own account and sold pursuant to not with a view to, or for resale in connection with, a distribution of the exemption from registration provided for Shares in Section 4(2) violation of the Securities Act of 1933, as amended, amended (the "“1933 Act"”); (iii) the undersigned’s overall commitments to investments that are not readily marketable is not disproportionate to the undersigned’s net worth and the undersigned’s investment in the Shares will not cause such overall commitments to become excessive; (iv) the undersigned’s financial condition is such that the undersigned is under no present or contemplated future need to dispose of any portion of the Shares to satisfy any existing or contemplated undertaking, need or indebtedness; (v) the undersigned has adequate means of providing for the undersigned’s current needs and personal contingencies and has no need for liquidity in the undersigned’s investment in the Shares; and (vi) the undersigned has sufficient knowledge and experience in business and financial matters to evaluate, and Rule 506 has evaluated, the merits and risks of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants as follows:investment. (ab) The undersigned (X) if an individual (I) is a citizen of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled in the State address set forth below on the signature page hereof of this Subscription Agreement is the undersigned’s true and correct principal office, and the undersigned has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing relocating its principal place of business or its domicile office to any other state or jurisdiction; (b) The undersigned has read and fully considered the section in the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available. (c) The undersigned is able an “accredited investor” as that term is defined in Rule 501 of Regulation D, as promulgated under the 1933 Act because the undersigned meets one of the following criteria (Iif the undersigned is not an “accredited investor”, place an “X” in the following blank: _____ ): (i) to bear An individual with a net worth, individually or jointly with the economic risk undersigned’s spouse, of this investment, $1,000,000; or (ii) to hold An individual with income in excess of $200,000 in each of the Shares indefinitelytwo most recent years, or joint income with the undersigned’s spouse in excess of $300,000 in each of those years, and the undersigned has a reasonable expectation of reaching the same income level in the current year; or (iii) presently An individual who is an officer or director of the Company; or (iv) A 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; or (v) A trust with total assets in excess of $5,000,000 not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D, as promulgated under the 1933 Act; or (vi) An entity in which all of the equity owners are accredited investors; or (vii) A bank as defined in section 3(a)(2) of the Act, or a savings and loan association or other institution as defined in section 3(a)(5)(A) of the Act whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to afford section 15 of the Securities Exchange Act of 1934; an insurance company as defined in section 2(a)(13) of the Act; an investment company registered under the Investment Company Act of 1940 or a complete loss business development company as defined in section 2(a)(48) of this investmentthat Act; a Small Business Investment Company licensed by the undersigned U.S. Small Business Administration under section 301(c) or (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has adequate means total assets in excess of providing for current needs $5,000,000; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and personal contingenciesloan association, and insurance company, or registered investment adviser, or if the employee benefit plan has no need for liquidity total assets in this investment;excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors; or (viii) A private business development company as defined in section 202(a)(22) of the Investment Advisers Act of 1940. (d) The undersigned confirms that all documents, records and books pertaining to an investment in the Shares that have been requested by the undersigned have been made available or delivered to the undersigned. Without limiting the foregoing, the undersigned has such knowledge reviewed the Company’s public filings with the Securities and experience Exchange Commission and any other documents requested and received by the undersigned, and the undersigned has had the opportunity to discuss the acquisition of the Shares with the Company. The undersigned has obtained or been given access to all information concerning the Company that the undersigned has requested. As a result of its review of the Company, including the review of the materials provided to the undersigned, the undersigned understands, among other things, the following: (a) the Company has limited financial resources; (b) the Company began its current operations on or about November 2006; and (c) the Company has not earned or received any revenues since it began its current operations. The undersigned further represents that the undersigned is cognizant of the operations, financial condition and capitalization of the Company, has read and understood all risk factors in financial the Company’s most recent Report on Form 10-KSB for fiscal year ended December 31, 2006, and business matters that he/she is capable of evaluating has available full information concerning the Company’s affairs to evaluate the merits and risks of an investment in the Shares and of making informed investment decision;Shares. (e) The undersigned confirms has had the opportunity to ask questions of, and receive answers from, the Company concerning the terms of an investment in the Shares and to receive additional information necessary to verify the accuracy of the information delivered to the undersigned. (f) The undersigned understands that the issuance of the Shares has not been registered under the 1933 Act or any state securities laws in reliance on an exemption for private offerings and no U.S. federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the offering of the Shares. (g) The undersigned acknowledges that, in making his the decision to purchase the Shares, he/she it has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel to the Company concerning the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in the Memorandum;it. (fh) The Shares hereby subscribed for are being acquired by the undersigned In good faith solely for his/her own personal account, for investment purposes only, and are not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement with any person to sellthe full right, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans power and authority to enter into any such contract or arrangement; this Subscription Agreement and he/her understands that as a result he/she must bear to carry out and consummate the economic risk transactions herein. This Subscription Agreement constitutes the legal, valid and binding obligation of the investment for an indefinite period of time because the Shares have not been registered under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is availableundersigned. (gi) The undersigned consents to represents that an investment in the placement of Shares is a legend, until suitable investment for the shares are registered, undersigned. (j) The undersigned acknowledges and is aware that the following legend will be imprinted on the stock certificates evidencing certificate(s) representing the Shares being purchased, which legend shall be in a form substantially as followsCommon Stock: "“THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE DOCUMENT HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “1933 ACT”), AND ARE ‘RESTRICTED SECURITIES’ AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SALE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHER DISPOSITION OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT, OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE 1933 ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE SHARES IS PROHIBITED UNLESS COMPANY THROUGH REASONABLE MEANS AS DETERMINED BY THE COMPANY RECEIVES COMPANY, INCLUDING AN OPINION OF SELLER’S COUNSEL SATISFACTORY REASONABLY ACCEPTABLE TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDERCOMPANY.";” (hk) FOR PARTNERSHIPSThe undersigned acknowledges and is aware of the following, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If in addition to other information included in the undersigned is a partnership, corporation, trust or other entity;information provided to the undersigned: (i) The Shares constitute a speculative investment and involve a high degree of risk of loss by the undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), undersigned’s total investment. (ii) The undersigned represents and warrants that it was not organized or reorganized for There are substantial restrictions on the specific purpose transferability of acquiring the Shares, and. (iiil) The undersigned has understands and agrees that the full power Company is relying upon the accuracy, completeness, and authority to execute truth of the undersigned’s representations, warranties, agreements, and certifications contained in this Subscription Agreement on behalf of such entity and to make Agreement, in determining the representations and warranties made herein on its behalf and this investment undersigned’s suitability as an investor in the Company has been affirmatively authorized by and in establishing compliance with federal and state securities laws. The undersigned understands that any incomplete, inaccurate, or untruthful response, or the governing board of such entity and is not prohibited by the governing documents breach of the entity; andundersigned’s representations, warranties, agreements, or certifications may result in the undersigned or the Company, or both, being in violation of federal or state securities laws, and any person, including the Company, who suffers damage as a result may have a claim against the undersigned for damages. The undersigned also acknowledges that the undersigned is indemnifying the Company and others for any such losses in accordance with Section 3 of this Subscription Agreement. (ivm) The undersigned represents acknowledges and agrees that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under it will be responsible for any and all tax consequences to the Actundersigned that may result from exchanging the Promissory Note for the Shares. The foregoing representations and warranties are true and undertakings, are made by the undersigned with the intent that they be relied upon accurate in determining his suitability all material respects as a purchaser of the Shares date hereof and shall survive the delivery of the subscription amount and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this completed Subscription Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such person.

Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered and sold pursuant to the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants as follows: (a) The undersigned (X) if an individual (I) is a citizen of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction; (b) The undersigned has read and fully considered the section in the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available. (c) The undersigned is able (I) to bear the economic risk of this investment, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means of providing for current needs and personal contingencies, and has no need for liquidity in this investment; (d) The undersigned has such knowledge and experience in financial and business matters that he/she is capable of evaluating the merits and risks of an investment in the Shares and of making informed investment decision; (e) The undersigned confirms that, in making his decision to purchase the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel to the Company concerning the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in the Memorandum; (f) The Shares hereby subscribed for are being acquired by the undersigned In good faith solely for his/her own personal account, for investment purposes only, and are not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement with any person to sell, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is available. (g) The undersigned consents to the placement of a legend, until the shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), , (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability as a purchaser of the Shares and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such person.

Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered and sold pursuant to the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants as follows: (a) The undersigned (X) if an individual (I) is a citizen of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction; (b) The undersigned has read and fully considered the section in the Memorandum Entitled entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available. (c) The undersigned is able (Ii) to bear the economic risk of this investment, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means of providing for current needs and personal contingencies, and has no need for liquidity in this investment; (d) The undersigned has such knowledge and experience in financial and business matters that he/she is capable of evaluating the merits and risks of an investment in the Shares and of making informed investment decision; (e) The undersigned confirms that, in making his decision to purchase the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel to the Company concerning the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in the Memorandum; (f) The Shares hereby subscribed for are being acquired by the undersigned In in good faith solely for his/her own personal account, for investment purposes only, and are not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement with any person to sell, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is available. (f-1) The Purchaser acknowledges that, except for the historical material contained herein or in the Securities and Exchange Commission ("SEC") documents attached as Exhibits to the Memorandum (the "SEC Documents"), the matters disclosed herein and therein are forward-looking statements under the federal securities laws that involve risks and uncertainties, including, but not limited to, product demand and market acceptance risks, the effect of economic conditions, the impact of competitive products and pricing, product constraints or difficulties, the results of financing efforts, actual purchases under agreements, the effect of the Company's accounting policies, and other risks detailed in the company's SEC Documents. Actual results could differ materially from those estimated or anticipated in these forward-looking statements. (f-2) The Purchaser is a resident of the state set forth on the signature page hereto. (g) The undersigned consents to the placement of a legend, until the common shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER.";; (g-1) The undersigned represents that he is an "institutional investor" or "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), , (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity suchentity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "institutional investor" or "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability as a purchaser of the Shares and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such person.

Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered and sold pursuant undersigned, in order to the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of induce the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned to accept this Offer, hereby warrants and represents and warrants as follows: (a) The undersigned (X) if an individual (I) is a citizen of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction; (bA) The undersigned has read and fully considered sufficient liquid assets to sustain a loss of the section in the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is availableundersigned's entire investment. (cB) The undersigned is able (I) an Accredited Investor as that term is defined in Regulation D promulgated under the Act. In general, an "Accredited Investor" is deemed to bear the economic risk be an institution with assets in excess of this investment$5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. Alternatively, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means will satisfy the criteria of providing for current needs the Company that the undersigned is otherwise a qualified investor based upon qualifications, background, sophistication and personal contingencies, and has no need for liquidity experience in this investment;offerings such as this. (dC) The Company has not made any other representations or warranties to the undersigned with respect to the Company or rendered any investment advice except as contained herein. (D) The undersigned has not authorized any person or institution to act as Purchaser Representative for the undersigned (as that term is defined in Regulation D of the General Rules and Regulations under the Act) in connection with this transaction. The undersigned has such knowledge and experience in financial financial, investment and business matters that he/she is to be capable of evaluating the merits and risks of an the prospective investment in the Shares and securities of making informed investment decision; (e) the Company. The undersigned confirms thathas consulted with such independent legal counsel or other advisers, as the undersigned has deemed appropriate to assist the undersigned in making his decision to purchase evaluating the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and proposed investment in the Company. The undersigned represents that he (i) has adequate means of providing for his current financial needs and possible personal contingencies and has no need for liquidity of this investment in the Company; (ii) can afford (a) to hold unregistered securities for an indefinite period of time; and (b) to sustain a complete loss of the entire amount of the purchase price for the Securities; and (iii) has not made an overall commitment to investments which are not readily marketable, which is disproportionate so as to cause such representatives and advisors have overall commitment to become excessive. The undersigned has been given afforded the opportunity to ask questions of, and to receive answers from, the officers and/or directors of the Company and Counsel to the Company acting on its behalf concerning the terms and conditions of this offering, transaction and to obtain any additional information, to the extent such persons possess that the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished; and the undersigned has received satisfactory answers to all such questions to the extent deemed appropriate in order to evaluate the merits and risks of an investment in the Company. (E) The undersigned acknowledges that the Shares of common stock issuable have been registered under the Act in reliance on an exemption for transactions by an issuer not involving a public offering and, except as otherwise specifically set forth in herein, the Memorandum;Company has not undertaken to register any of such securities under Federal or State law. Further understands that the undersigned is purchasing all such securities without being furnished any prospectus setting forth all of the information that may be required to be furnished under the Act if a prospectus were required to be delivered. (fF) The Shares hereby subscribed for undersigned further acknowledges that this offering has not been passed upon or the merits thereof endorsed or approved by any state or federal authorities. (G) The Securities are being acquired by solely for the account of the undersigned In good faith solely for his/her own personal accountinvestment and not with a view to, or for investment purposes onlyresale in connection with, any distribution except as may be permitted by federal and state securities laws. By such representation, the undersigned means that no other person has a beneficial interest in the Securities, and that no other person has furnished or will furnish directly or indirectly, any part of or guarantee the payment of any part of the consideration to be paid to the Company in connection therewith. The undersigned does not intend to dispose of all or any part of the Securities except in compliance with the provisions of the Act and applicable state securities laws, and understands that the Securities are being offered pursuant to a specific exemption under the provisions of the Act, which exemption(s) depends, among other things, upon the compliance with the provisions of the Act. (H) The undersigned agrees not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement with any person to sell, transfer transfer, pledge or pledge otherwise dispose of or encumber the Securities except pursuant to the applicable rules and regulations under the Act or applicable state securities laws, and prior to any person the Shares such sale, transfer, pledge, disposition or any part thereofencumbrance, any interest therein or any rights thereto; the undersigned has no present plans will, upon request, furnish the Company and its transfer agent with an opinion of counsel satisfactory to enter into the Company in form and substance that registration under the Act and any such contract applicable state securities laws is not required. (I) The undersigned hereby agrees that the Company may insert the following or arrangement; and he/her understands that as a result he/she must bear s▇▇▇▇▇▇ legend on the economic risk face of the investment for an indefinite period of time because Securities in compliance with the Shares Act or state securities laws: "These securities have not been registered under the Securities Act andof 1933, thereforeas amended ("Act"), canor any state securities laws and may not be sold unless they are subsequently registered or otherwise transferred- or disposed of except pursuant to an effective registration statement under the Act and any applicable state securities laws, or an opinion of counsel satisfactory to counsel to the Company that an exemption from such registration under the Act act and any applicable state securities laws is available. (g) " The undersigned consents to the placement of a legend, until the shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence certifies that each of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, set forth in subsections (A) through (I) inclusive of this Section 3 are made by the undersigned with the intent that they be relied upon in determining his suitability true as a purchaser of the Shares date hereof and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such persondate.

Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered and sold pursuant to the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants as followsthat: (a) The neither the execution and delivery by the undersigned of this letter agreement nor the performance of the undersigned’s obligations hereunder will result in a breach of (Xi) if an individual (I) any agreement or instrument to which the undersigned is a citizen of the United States, and at least 21 years of age, and party or (ii) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident any Law or any judgment, decree, order or award of any other State or jurisdictionGovernmental Entity, or (Y) if a partnership, trust, corporation or other entity, has a principal place except in each case as would not reasonably be expected to materially impair the ability of business and is domiciled in the State as set forth on undersigned to perform the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdictionundersigned’s obligations hereunder; (b) The it is the sole beneficial or sole registered and beneficial owner of the Subject Securities, with good and marketable title thereto free of any encumbrances and demands of any nature or kind whatsoever, and the undersigned has read and fully considered the section sole right to vote (in the Memorandum Entitled "Risk Factors" case of the Subject Securities entitled to be voted) and understands that shares are extremely speculative investments with a high degree dispose of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment (in the Shares; Common stock has not been registered under case of transferable Subject Securities) all of the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available.Subject Securities; (c) The undersigned is able (I) to bear except for the economic risk Horizon Arrangement Agreement and this letter agreement, no Person has any agreement or option, or any legal or contractual right or privilege capable of this investmentbecoming an agreement or option for the purchase, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; acquisition or transfer from the undersigned has adequate means or the applicable holder any of providing for current needs and personal contingencies, and has no need for liquidity in this investmentthe Subject Securities or any interest therein or right thereto; (d) The the only securities of the Company beneficially owned or controlled, directly or indirectly, by the undersigned has such knowledge and experience in financial and business matters that he/she is capable of evaluating on the merits and risks of an investment in date hereof are the Shares and of making informed investment decisionSubject Securities; (e) The undersigned confirms thatexcept as provided for in this letter agreement, in making his decision none of the Subject Securities is subject to purchase any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the Sharesvoting or right to vote, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given call meetings of any of the opportunity to ask questions of, and to receive answers from, officers shareholders of the Company and Counsel to the Company concerning the terms and conditions or give consents or approvals of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in the Memorandum;kind; and (f) The Shares hereby subscribed for are being acquired by there is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any Governmental Entity, or, to the knowledge of the undersigned, threatened against the undersigned In good faith solely for his/her own personal accountor any of its property that, for investment purposes onlyindividually or in the aggregate, and are not being purchased for resale, resyndication, distribution, subdivision would reasonably be expected to prevent or fractionalization thereof; delay the undersigned’s ability to perform its obligations hereunder. There is no order of any Governmental Entity against the undersigned has no contract that would reasonably be expected to prevent or arrangement with any person delay the undersigned’s ability to sell, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is availableperform its obligations hereunder. (g) The undersigned consents to the placement of a legend, until the shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability as a purchaser of the Shares and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such person.

Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered and sold pursuant to the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants as followsthat: (a) The neither the execution and delivery by the undersigned of this letter agreement nor the performance of the undersigned’s obligations hereunder will result in a breach of (Xi) if an individual (I) any agreement or instrument to which the undersigned is a citizen of the United States, and at least 21 years of age, and party or (ii) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident any Law or any judgment, decree, order or award of any other State or jurisdictionGovernmental Entity, or (Y) if a partnership, trust, corporation or other entity, has a principal place except in each case as would not reasonably be expected to materially impair the ability of business and is domiciled in the State as set forth on undersigned to perform the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdictionundersigned’s obligations hereunder; (b) The it is the sole beneficial or sole registered and beneficial owner of the Subject Securities, with good and marketable title thereto free of any encumbrances and demands of any nature or kind whatsoever, and, other than pursuant to the covenants set out in this letter agreement, the undersigned has read and fully considered the section sole right to vote (in the Memorandum Entitled "Risk Factors" case of the Subject Securities entitled to be voted) and understands that shares are extremely speculative investments with a high degree dispose of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment (in the Shares; Common stock has not been registered under case of transferable Subject Securities) all of the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available.Subject Securities; (c) The undersigned is able (I) to bear except for this letter agreement, no Person has any agreement or option, or any legal or contractual right or privilege capable of becoming an agreement or option for the economic risk of this investmentpurchase, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; acquisition or transfer from the undersigned has adequate means or the applicable holder any of providing for current needs and personal contingencies, and has no need for liquidity in this investmentthe Subject Securities or any interest therein or right thereto; (d) The the only securities of the Purchaser beneficially owned or controlled, directly or indirectly, by the undersigned has such knowledge and experience in financial and business matters that he/she is capable of evaluating on the merits and risks of an investment in date hereof are the Shares and of making informed investment decisionSubject Securities; (e) The undersigned confirms thatexcept as provided for in this letter agreement, in making his decision to purchase the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given the opportunity to ask questions of, and to receive answers from, officers none of the Company and Counsel Subject Securities is subject to any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the Company concerning the terms and conditions voting or right to vote, call meetings of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in shareholders of the Memorandum;Purchaser or give consents or approvals of any kind; and (f) The Shares hereby subscribed for are being acquired by there is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any Governmental Entity, or, to the knowledge of the undersigned, threatened against the undersigned In good faith solely for his/or any of his or her own personal accountproperty that, for investment purposes onlyindividually or in the aggregate, and are not being purchased for resale, resyndication, distribution, subdivision would reasonably be expected to prevent or fractionalization thereof; delay the undersigned’s ability to perform his or her obligations hereunder. There is no order of any Governmental Entity against the undersigned has no contract that would reasonably be expected to prevent or arrangement with any person delay the undersigned’s ability to sell, transfer perform his or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is availableobligations hereunder. (g) The undersigned consents to the placement of a legend, until the shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability as a purchaser of the Shares and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such person.

Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered and sold pursuant to the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants to, and agrees with, the Company as follows: (ai) The the undersigned (X) if an individual (I) is a citizen can bear the economic risk of losing the United States, and at least 21 years of age, and undersigned's entire investment; (ii) the undersigned is a bonafide permanent resident or will be acquiring the Securities for investment purposes only and the Securities the undersigned is or will be acquiring will be held by the undersigned without sale, transfer or other disposition for an indefinite period unless the transfer of the Securities subsequently is registered under the U.S. federal securities laws or unless exemptions from registration are available; (iii) the undersigned's overall commitments to investments that are not readily marketable is not disproportionate to the undersigned's net worth and is domiciled the undersigned's investment in the State Securities will not cause such overall commitments to become excessive; (iv) the undersigned's financial condition is such that the undersigned is under no present or contemplated future need to dispose of any portion of the Securities to satisfy any existing or contemplated undertaking, need or indebtedness; (v) the undersigned has adequate means of providing for the undersigned's current needs and personal contingencies and has no need for liquidity in the undersigned's investment in the Securities; and (vi) the undersigned has sufficient knowledge and experience in business and financial matters to evaluate and has evaluated the merits and risks of this investment. (b) The address set forth below on the signature page hereof of this Subscription Agreement the undersigned's true and correct residence, and the undersigned has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction; (b) The undersigned has read and fully considered the section in the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available. (c) The undersigned is able (I) confirms that all documents, records and books pertaining to bear an investment in the economic risk of this investmentSecurities that have been requested by the undersigned have been made available or delivered to the undersigned. Without limiting the foregoing, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means received and reviewed the Company's Annual Report on Form 10-KSB for the year ended August 31, 1997 and Quarterly Reports on Form 10-QSB for each of providing for current needs the quarters ended November 30, 1997, February 28, 1998 and personal contingenciesMay 31, 1998, and the other documents included with the Company Letter, and the undersigned has had the opportunity to discuss the acquisition of the Securities with the Company, and the undersigned has obtained or been given access to all information concerning the Company that the undersigned has requested. As a result of its review of the Company, including the review of the materials provided to the undersigned, the undersigned understands, among other things, the following: the Company has limited financial resources, has incurred negative cash flow, and has no need for liquidity not operated at a profit; and the Company has not concurrently, and may not in the future, receive additional investment funds. The undersigned further represents the undersigned is cognizant of the operations, financial condition and capitalization of the Company; is cognizant of the use of proceeds from this investment;financing, and has available full information concerning the Company's affairs to evaluate the merits and risks of the investment in the Securities. (d) The undersigned has such knowledge and experience in financial and business matters that he/she is capable of evaluating the merits and risks of an investment in the Shares and of making informed investment decision; (e) The undersigned confirms that, in making his decision to purchase the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given had the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel to the Company concerning the terms and conditions of this offering, an investment in the Securities and to obtain any receive additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth delivered to the undersigned. (e) The undersigned understands that the Securities have not been, and the Warrant Shares issuable upon the exercise of the Warrants, will not be, registered under the U.S. Securities Act of 1933, as amended (the "Act"), or any state securities laws in reliance on an exemption for private offerings and no U.S. federal or state agency has made any finding or determination as to the Memorandum;fairness of this investment or any recommendation or endorsement of the offering of the Securities. (f) The Shares Securities for which the undersigned hereby subscribed for subscribes are being or will be acquired by the undersigned In good faith solely for his/her the undersigned's own personal account, for investment purposes onlyinvestment, and are is not being purchased with a view to or for the resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract agreement or arrangement with any person to sell, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into for any such contract resale, distribution, subdivision or arrangement; and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is availablefractionalization thereof. (g) The undersigned consents acknowledges that, in making the decision to purchase the placement Securities, it has relied solely upon independent investigations made by it. (h) The undersigned has the full right, power and authority to enter this Subscription Agreement and to carry out and consummate the transactions herein. The Subscription Agreement constitutes the legal, valid and binding obligation of the undersigned. (i) The Undersigned represents that an investment in the Securities is a legendsuitable investment for the Undersigned. (j) The Undersigned is not an associate person or affiliate of any member firm of the National Association of Securities Dealers, until Inc. (k) The undersigned acknowledges and is aware that the shares are registered, following legend will be imprinted on the stock certificates evidencing Securities subscribed to by the Shares being purchased, which legend shall be in a form substantially as followsundersigned: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE "1933 ACT"), AND ARE 'RESTRICTED SECURITIES' AS THAT TERM IS DEFINED IN RULE 144 UNDER THE 1933 ACT. THE SALE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHER DISPOSITION OF OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES 1933 ACT, OR PURSUANT TO AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER1933 ACT."; (hl) FOR PARTNERSHIPSThe undersigned acknowledges and is aware of the following, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If in addition to other information included in the undersigned is a partnership, corporation, trust or other entity;information provided to the undersigned: (i) The Securities are a speculative investment and involve a high degree of risk of loss by the undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), undersigned's total investment. (ii) There are substantial restrictions on the transferability of the Securities. The undersigned represents Securities can not be transferred, pledged, hypothecated, sold or otherwise disposed of unless they are registered under the Act, or an exemption from such registration is available and warrants established to the satisfaction of the Company; except as provided in Section 3 below, investors in the Company have no rights to require that it was not organized or reorganized any transfer of the Securities be registered under the Act; there will be no public market for the specific purpose of acquiring SharesWarrants and a limited public market for the Company's Common Stock; and accordingly, andthe undersigned may have to hold the Securities indefinitely; and it may not be possible for the undersigned to liquidate the undersigned's investment in the Company. (iiim) The undersigned has understands and agrees that the full power Company is relying upon the accuracy, completeness, and authority to execute truth of the undersigned's representations, warranties, agreements, and certifications contained in this Subscription Agreement on behalf of such entity and to make Agreement, in determining the representations and warranties made herein on its behalf and this investment undersigned's suitability as an investor in the Company has been affirmatively authorized by and in establishing compliance with federal and state securities laws. The undersigned understands that any incomplete, inaccurate, or untruthful response, or the governing board of such entity and is not prohibited by the governing documents breach of the entity; and (iv) undersigned's representations, warranties, agreements, or certifications, may result in the undersigned or the Company, or both, being in violation of federal or state securities laws, and any person, including the Company, who suffers damage as a result may have a claim against the undersigned for damages. The undersigned represents also acknowledges that he the undersigned is an "accredited investor," as such term is defined indemnifying the Company and others for these and other losses in Rule 501 accordance with Section 4 of Regulation D under the Actthis Subscription Agreement. The foregoing representations and warranties are true and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability accurate as a purchaser of the Shares date hereof and shall survive the delivery of the subscription amount and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such personcompleted Subscription Packet.

Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered and sold pursuant to the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants to, and agrees with, the Company as follows: (a) The (i) the undersigned (X) if an individual (I) is a citizen can bear the economic risk of losing the United Statesundersigned’s entire investment in the Shares, and at least 21 years shares of age, and Common Stock; (ii) the undersigned is a bonafide permanent resident acquiring the Shares for investment purposes only and the Shares the undersigned is acquiring will be held by the undersigned without sale, transfer or other disposition for an indefinite period unless the transfer of the Shares, shares of Common Stock, as applicable, subsequently are, as the case may be, registered under the U.S. federal securities laws or unless exemptions from registration are available; (iii) the undersigned’s overall commitments to investments that are not readily marketable is not disproportionate to the undersigned’s net worth and is domiciled the undersigned’s investment in the State Shares, shares of Common Stock will not cause such overall commitments to become excessive; (iv) the undersigned’s financial condition is such that the undersigned is under no present or contemplated future need to dispose of any portion of the Shares, shares of Common Stock to satisfy any existing or contemplated undertaking, need or indebtedness; (v) the undersigned has adequate means of providing for the undersigned’s current needs and personal contingencies and has no need for liquidity in the undersigned’s investment in the Shares, shares of Common Stock; and (vi) the undersigned has sufficient knowledge and experience in business and financial matters to evaluate and has evaluated the merits and risks of this investment. (b) The address set forth below on the signature page hereof of this Subscription Agreement the undersigned’s true and correct residence, and the undersigned has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction; (b) The undersigned has read and fully considered the section in the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available. (c) The undersigned is able an “accredited investor” as that term is defined in Rule 501 of Regulation D, as promulgated under the Securities Act of 1933, as amended (Ithe “1933 Act”), because the undersigned meets one of the following criteria (IF THE UNDERSIGNED IS NOT AN “ACCREDITED INVESTOR”, PLACE AN “X” IN THE FOLLOWING BLANK: ): (i) to bear An individual with a net worth, individually or jointly with the economic risk undersigned’s spouse, of this investment, $1,000,000; or (ii) to hold An individual with income in excess of $200,000 in each of the Shares indefinitelytwo most recent years, or joint income with the undersigned’s spouse in excess of $600,000 in each of those years, and the undersigned has a reasonable expectation of reaching the same income level in the current year; or (iii) presently to afford An individual who is an officer or director of the Company; or (iv) A 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 $3,000,000; or (v) A trust with total assets in excess of $3,000,000 not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a complete loss sophisticated person as described in Rule 506(b)(2)(ii) of this investmentRegulation D, as promulgated under the Securities Act; or (vi) An entity in which all of the undersigned has adequate means of providing for current needs and personal contingencies, and has no need for liquidity in this investment;equity owners are accredited investors. (d) The undersigned confirms that all documents, records and books pertaining to an investment in the Shares, shares of Common Stock that have been requested by the undersigned have been made available or delivered to the undersigned. Without limiting the foregoing, the undersigned has such knowledge (i) had the opportunity to discuss the acquisition of the Shares, shares of Common Stock with the Company, and experience (ii) obtained or been given access to all information concerning the Company that the undersigned has requested. As a result of its review of the Company, including the review of the materials provided to the undersigned, the undersigned understands, among other things, the following: the Company has limited financial resources, and has never operated at a profit; and the Company may not in the future, receive additional investment funds, and the Company will not be able to implement its business plan without additional investment funds. The undersigned further represents the undersigned is cognizant of the operations, financial condition and business matters that he/she is capable capitalization of evaluating the Company, and has available full information concerning the Company’s affairs to evaluate the merits and risks of an the investment in the Shares and shares of making informed investment decision;Common Stock. (e) The undersigned confirms that, in making his decision to purchase the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given had the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel to the Company concerning the terms and conditions of this offering, an investment in the shares of Common Stock and to obtain any receive additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in delivered to the Memorandum;undersigned. (f) The undersigned understands that the Shares hereby subscribed have not been registered under the U.S. Securities Act of 1933, as amended (the “Act”), or any state securities laws in reliance on an exemption for are being acquired by private offerings and no U.S. federal or state agency has made any finding or determination as to the fairness of this investment or any recommendation or endorsement of the offering of the Shares. (g) The Shares for which the undersigned In good faith hereby subscribes is being or will be acquired solely for his/her the undersigned’s own personal account, for investment purposes onlyinvestment, and are is not being purchased with a view to or for the resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract agreement or arrangement with any person to sell, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into for any such contract resale, distribution, subdivision or arrangement; and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is availablefractionalization thereof. (gh) The undersigned consents acknowledges that, in making the decision to purchase the placement Shares, it has relied solely upon independent investigations made by the undersigned. (i) The undersigned has the full right, power and authority to enter this Subscription Agreement and to carry out and consummate the transactions herein. This Subscription Agreement constitutes the legal, valid and binding obligation of the undersigned. (j) The undersigned represents that an investment in the Shares are a legendsuitable investment for the undersigned. (k) The undersigned is not an associate person or affiliate of any member firm of the National Association of Securities Dealers, until Inc. (l) The undersigned acknowledges and is aware that the shares are registered, following legend will be imprinted on the stock certificates evidencing representing the Shares being purchased, which legend shall be in a form substantially as followsCommon Stock subscribed to by the undersigned: "THE SHARES SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH OR QUALIFIED UNDER FEDERAL OR STATE SECURITIES LAWS. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, PLEDGED, OR OTHERWISE DISPOSED OF UNLESS SO REGISTERED OR QUALIFIED OR UNLESS AN EXEMPTION EXISTS, THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT AVAILABILITY OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES WHICH IS PROHIBITED UNLESS THE COMPANY RECEIVES TO BE ESTABLISHED BY AN OPINION OF COUNSEL TO THE REGISTERED HOLDER (WHICH OPINION AND COUNSEL SHALL BOTH BE SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDERCOMPANY)."; (hm) FOR PARTNERSHIPSThe undersigned acknowledges and is aware of the following, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If in addition to other information included in the undersigned is a partnership, corporation, trust or other entity;information provided to the undersigned: (i) The Shares are a speculative investment and involve a high degree of risk of loss by the undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), undersigned’s total investment. (ii) There are substantial restrictions on the transferability of the shares of Common Stock. The undersigned represents shares of Common Stock cannot be transferred, pledged, hypothecated, sold or otherwise disposed of unless it is registered under the 1933 Act, or an exemption from such registration is available and warrants established to the satisfaction of the Company; investors in the Company have no rights to require that it was not organized or reorganized any transfer of the shares of Common Stock be registered under the 1933 Act; there is a limited public market for the specific purpose of acquiring SharesCommon Stock; and accordingly, andthe undersigned may have to hold the Common Stock indefinitely; and it may not be possible for the undersigned to liquidate the undersigned’s investment in the Company. (iiin) The undersigned has understands and agrees that the full power Company is relying upon the accuracy, completeness, and authority to execute truth of the undersigned’s representations, warranties, agreements, and certifications contained in this Subscription Agreement on behalf of such entity and to make Agreement, in determining the representations and warranties made herein on its behalf and this investment undersigned’s suitability as an investor in the Company has been affirmatively authorized by and in establishing compliance with federal and state securities laws. The undersigned understands that any incomplete, inaccurate, or untruthful response, or the governing board of such entity and is not prohibited by the governing documents breach of the entity; and (iv) undersigned’s representations, warranties, agreements, or certifications, may result in the undersigned or the Company, or both, being in violation of federal or state securities laws, and any person, including the Company, who suffers damage as a result may have a claim against the undersigned for damages. The undersigned represents also acknowledges that he the undersigned is an "accredited investor," as such term is defined indemnifying the Company and others for these and other losses in Rule 501 accordance with Section 3 of Regulation D under the Actthis Subscription Agreement. The foregoing representations and warranties are true and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability accurate as a purchaser of the Shares date hereof and shall survive the delivery of the subscription amount and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this completed Subscription Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such person.

Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered and sold pursuant to the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned Undersigned hereby represents and warrants to the Company and its affiliates as follows: (a) The undersigned (X) if an individual (I) Undersigned is acquiring the Shares and the Warrant for his or her own account as principal, not as a citizen nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such Shares, Warrant or Warrant Shares or any portion thereof. Further, the Undersigned does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Shares or Warrant for which the Undersigned is subscribing or any part of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State Shares or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction;Warrant Shares. (b) The undersigned Undersigned has read full power and fully considered authority to enter into this Agreement, the section in the Memorandum Entitled "Risk Factors" execution and understands that shares are extremely speculative investments with a high degree delivery of risk of lossthis Agreement has been duly authorized, if applicable, and there will be no public market this Agreement constitutes a valid and legally binding obligation of the Undersigned. (c) The Undersigned is not subscribing for the Shares or Warrant as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person previously not known to the Undersigned in connection with investment securities generally. (d) The Undersigned understands that the Shares, the Warrant and it the Warrant Shares are “restricted securities” within the meaning of the Securities Act (as defined herein) and that the Company has not registered and is under no obligation to register the Shares, the Warrant or the Warrant Shares under the Securities Act of 1933, as amended (the “Securities Act”) or any securities laws of the United States or of any foreign jurisdiction, or to assist the Undersigned in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. (e) The Undersigned understands that the Shares, the Warrant, the Warrant Shares and any interest therein may not be possible to liquidate an investment in be, and agrees that the Shares; Common stock has , the Warrant, the Warrant Shares and any interest therein shall not been be, resold or otherwise disposed of by the Undersigned unless the Shares, Warrant or Warrant Shares, as applicable, are subsequently registered under the Securities Act and under appropriate state securities laws, or State Securities Laws and may not be sold until such Common Stock is registered under unless the Act or Company receives a satisfactory opinion of counsel to the effect that an exemption from such registration is available. (cf) The undersigned Undersigned represents and warrants to the Company that the Undersigned has read the definition of an “accredited investor” provided in Rule 501 of Regulation D of the Securities Act, a copy of which is able attached to this Agreement as Exhibit B, and that the Subscriber qualifies as an "accredited investor" as so defined. The Undersigned also represents and warrants that it is experienced in making investments of the kind described in this Agreement and the related documents. (Ig) The Undersigned acknowledges his or her understanding that the offering and sale of the Shares and Warrant is intended to be exempt from registration under the Securities Act. In furtherance thereof, in addition to the other representations and warranties of the Undersigned made herein, the Undersigned further represents and warrants to and agrees with the Company and its affiliates as follows: (i) The Undersigned realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Undersigned has in mind merely acquiring the Shares or the Warrant for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Undersigned does not have any such intention; (ii) The Undersigned has the financial ability to bear the economic risk of this his or her investment, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means of for providing for his or her current needs and personal contingencies, contingencies and has no need for liquidity with respect to his or her investment in this investmentthe Company; (diii) The undersigned Undersigned has such knowledge and experience in financial and business matters that he/she is capable not been organized for the purpose of evaluating acquiring the merits and risks Shares or the Warrant; (iv) The Undersigned has been provided an opportunity for a reasonable period of an investment in time prior to the date hereof to obtain additional information concerning the offering of the Shares and of making informed investment decision; (e) The undersigned confirms thatthe Warrant, in making his decision to purchase the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel to the Company concerning the terms and conditions of this offering, and to obtain any additional information, all other information to the extent such persons possess the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in the Memorandum; (fv) The Shares hereby subscribed for are being acquired Undersigned was able to ask questions of and receive answers from the Company, or a person acting on its behalf, concerning the terms and conditions of this transaction; and (vi) The Undersigned has carefully reviewed all of the Company’s filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including but not limited to that certain Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2014. (h) The Undersigned is not relying on the Company, or its affiliates or agents with respect to economic considerations involved in this investment. The Undersigned has relied solely on its own advisers. (i) No representations or warranties have been made to the Undersigned by the undersigned In good faith solely for his/her own personal accountCompany, for investment purposes onlyor any officer, employee, agent, affiliate or subsidiary of the Company, and are in subscribing for Shares or the Warrant, the Undersigned is not being purchased for resalerelying upon any other representations or warranties of the Company. (j) Each certificate representing the Shares, resyndicationthe Warrant and the Warrant Shares shall be endorsed with substantially the following legends, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement with any person to sell, transfer or pledge in addition to any person the Shares other legend required to be placed thereon by applicable federal or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares state securities laws: “These securities have not been registered under the Securities Act andof 1933, therefore, canas amended. They may not be sold unless they are subsequently registered sold, offered for sale, pledged or hypothecated in the absence of a registration statement then in effect with respect to the securities under the such Act or an exemption from opinion of counsel satisfactory to the Company that such registration under the Act is availablenot required or unless sold pursuant to Rule 144 of such Act.” (gk) The undersigned Undersigned consents to the placement of Company making a legend, until the shares are registered, notation on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust its records or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence giving instructions to any transfer agent of the authority of Company in order to implement the individual executing this Agreement to act restrictions on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability as a purchaser transfer of the Shares and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing in this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such personSection 2.

Representations and Warranties of the Undersigned. The undersigned hereby acknowledges, represents and warrants to, and agrees with, the Company as follows: (a) If the undersigned is a legal entity, (i) it is duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted, (ii) it has the requisite power and authority to enter into and to consummate the transactions contemplated by each of the Transaction Documents and otherwise to carry out its obligations thereunder, (iii) the execution and delivery of each of the Transaction Documents by the undersigned and the consummation by it of the transactions contemplated thereby have been duly authorized by all necessary action on the part of the undersigned and no further action is required by the undersigned in connection therewith, (iv) each Transaction Document has been (or upon delivery will have been) duly executed by the undersigned and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the undersigned enforceable against the undersigned in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally the enforcement of, creditors’ rights and remedies or by other equitable principles of general application. (b) The undersigned understands that the Shares are being offered offering and sold pursuant sale of the Units by the Company to the exemption undersigned is intended to be exempt from registration provided for in under the Securities Act by virtue of Section 4(24(a)(2) of the Securities Act and the provisions of 1933, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. thereunder and, in accordance therewith and in furtherance thereof, the undersigned represents and warrants to and agrees with the Company as follows: (i) The undersigned further understands that he is purchasing has carefully reviewed the Shares without being furnished any offering literature or prospectus other than the Offering Memorandum, that no documents relating to this private placement Subscription Agreement, the Form of Warrant, including any appendices, exhibits or attachments hereto and thereto, as such have been filed with or reviewed by well as the Securities and Exchange Commission or by any administrative agency charged Company’s filings with the administration of SEC, and understands the securities laws of any state. information contained in each such document including, but not limited to, the financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015; (ii) All documents, records and books pertaining to the Company, the Offering and this investment that the undersigned has requested have been made available for inspection by the undersigned and the undersigned’s attorney, accountant and other investment advisor(s), if any; (iii) The undersigned and the undersigned’s investment advisor(s), if any, have had a reasonable opportunity to ask questions of and receive information and answers from a person or persons acting on behalf of the Company concerning the offering of the Units and all such questions have been answered and all such information has been provided to the full satisfaction of the undersigned; (iv) The undersigned has not relied upon any placement agent or other third party in connection with the Offering in making its investment decision with respect to whether to invest in the Units offered by the Company in the Offering; (v) Neither the undersigned nor the undersigned’s investment advisor(s), if any, have been furnished any offering literature other than the Offering Memorandum and the appendices attached thereto and the undersigned and the undersigned’s investment advisor(s), if any, have relied only on the information contained in the Offering Memorandum and the appendices attached thereto and the information, as described in subparagraphs (ii) and (iii) above, furnished or made available to them by the Company; (vi) No oral or written representations have been made and no oral or written information has been furnished to the undersigned or the undersigned’s investment advisor(s), if any, in connection herewith that were in any way inconsistent with the information set forth in the Offering Memorandum and his representativesthe appendices attached thereto; (vii) The undersigned is not subscribing for the Units as a result of or subsequent to any advertisement, including without limitation his attorney and/or his accountantarticle, and notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting; (viii) The undersigned acknowledges that the books and records it has conducted its own independent evaluation of the Company and has analyzed the risks associated with an investment in the Units and has based its decision to invest in the Units on the results of this evaluation and analysis; (ix) The undersigned’s overall commitment to investments that are not readily marketable is not disproportionate to the undersigned’s net worth and the undersigned’s investment in the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition not cause such overall commitment to become disproportionate to the undersigned’s net worth; (x) If the undersigned hereby represents is a natural person, the undersigned has reached the age of majority in the jurisdiction in which the undersigned resides, has adequate net worth and warrants as follows:means of providing for the undersigned’s current financial needs and personal contingencies, is able to bear the substantial economic risks of an investment in the Units for an indefinite period of time, has no need for liquidity in such investment and, at the present time, could afford a complete loss of such investment; (axi) The undersigned (X) if an individual (I) is a citizen of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled in the State address set forth on the signature page hereof below is the undersigned’s true and has no present intention of becoming a resident of any other State or jurisdictioncorrect residence (or, or (Yif not an individual, domiciliary) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdictionaddress; (bxii) The undersigned has read and fully considered the section in the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available. (cA) The undersigned is able (I) to bear the economic risk of this investment, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means of providing for current needs and personal contingencies, and has no need for liquidity in this investment; (d) The undersigned has such knowledge of, and experience in, business and financial matters so as to enable the undersigned to utilize the information made available to it in financial and business matters that he/she is capable connection with the offering of evaluating the Units in order to evaluate the merits and risks of an investment in the Shares Units and of making to make an informed investment decisiondecision with respect thereto; (B) the undersigned has carefully evaluated the risks of investing; and (C) has the capacity, either alone, or with a professional advisor, to protect the undersigned’s own interests in connection with a purchase of the Units; (exiii) The undersigned confirms thatis not relying on the Company with respect to the economic considerations of the undersigned relating to this investment. In regard to such considerations, in making his decision to purchase the Shares, he/she undersigned has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given on the opportunity to ask questions advice of, and to receive answers fromor has consulted with, officers of only the undersigned’s own investment advisor(s). The undersigned recognizes that the information furnished by the Company and Counsel to the Company concerning the terms and conditions of this offeringdoes not constitute investment, and to obtain any additional informationaccounting, to the extent legal or tax advice. The undersigned is relying on professional advisors for such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in the Memorandumadvice; (fxiv) The Shares hereby subscribed for are being acquired by undersigned is acquiring the undersigned In good faith Units solely for his/her the undersigned’s own personal accountaccount as principal, for investment purposes onlyonly and not with a view to the resale or distribution thereof, in whole or in part, and are not being purchased for resale, resyndication, distribution, subdivision no other person has a direct or fractionalization thereof; indirect beneficial interest in such Units; (xv) The undersigned understands that the undersigned has no contract or arrangement with any person to sell, transfer or pledge to any person certificate(s) evidencing ownership of the Shares or any part thereof, any interest therein or any rights thereto; and the undersigned has no present plans to enter into any such contract or arrangement; Warrant Shares and he/her understands that as the Warrants will each bear a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares restrictive legend and have not been registered under the Securities Act andor any state securities laws, therefore, canand may not be sold or transferred unless they are (A) such sale or transfer is subsequently registered under thereunder; (B) the Act undersigned shall have delivered to the Company an opinion of counsel (which opinion and counsel shall be reasonably acceptable to the Company) to the effect that the securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration registration; or (C) the securities are sold pursuant to Rule 144; (xvi) The undersigned understands that the price of the Units may not be indicative of the true value of the Units. The undersigned understands that no assurances can be given that the Shares, Warrants or Warrant Shares could be resold by the undersigned for the Unit Price or any price and the undersigned has made an independent determination of the fairness of the Unit Price; (xvii) The undersigned acknowledges that the information furnished by the Company or any representative thereof to the undersigned or its advisors in connection with this Offering is confidential and nonpublic and agrees that all such information that is material and not yet publicly disseminated by the Company shall be kept in confidence by the undersigned and neither used by the undersigned for the undersigned’s personal benefit (other than in connection with this Subscription), nor disclosed to any third party, except the undersigned’s legal and other advisors who shall be advised of the confidential nature of such information, for any reason; provided, that this obligation shall not apply to any such information that (A) is part of the public knowledge or literature and readily accessible by the public as of the date of the Offering Memorandum, (B) becomes a part of the public knowledge or literature and readily accessible by publication (except as a result of a breach of this provision) or (C) is received from third parties (except for third parties who disclose such information in violation of any confidentiality obligation); (xviii) If the undersigned is, or is acting on behalf of or is using to purchase or hold Units the assets of, (A) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), that is subject to Part 4 of Title I of ERISA, a plan described in and subject to Section 4975 of the Internal Revenue Code of 1986, as amended (the “Code”), or any entity deemed under ERISA or the regulations issued thereunder to hold assets of such an employee benefit plan or plan or (B) a non-U.S. plan, governmental plan or church plan subject to any federal, state, local, non-U.S. or other laws or regulations which are substantially similar to the fiduciary provisions of ERISA or Section 4975 of the Code (“Similar Laws”): (A) The undersigned and its plan fiduciaries are not affiliated with, and are independent of, the Company, and are informed of and understand the Company’s investment objectives, policies and strategies. (B) The undersigned represents and warrants that its purchase, holding and disposition of the Units will not involve any non-exempt prohibited transaction under Section 406 of ERISA or in connection with which a penalty could be imposed under Section 502(i) of ERISA or a tax could be imposed pursuant to Section 4975 of the Code, or which is prohibited under, or in connection with which a penalty or tax could be imposed under, Similar Laws. (C) The trustee or other plan fiduciary directing the investment: (1) in making the proposed investment, is aware of and has taken into consideration the applicable diversification requirements of Section 404(a)(1)(C) of ERISA, the Code or Similar Laws; (2) has concluded that the proposed investment in the Company is prudent and is consistent with the other applicable fiduciary responsibilities under ERISA, the Code or Similar Laws; and (3) the proposed investment in the Company and purchase of the Units is in accordance with the terms of the plan’s governing instruments and complies with all applicable requirements of ERISA, the Code and Similar Laws. (4) This Subscription Agreement has been duly executed by a duly designated Named Fiduciary (within the meaning of Section 402(a)(2) of ERISA), if applicable to such plan. (xix) The undersigned has completed and returned to the Company an Accredited Investor Questionnaire, in the form attached hereto as Annex B. The information provided by the undersigned in the Accredited Investor Questionnaire is true and correct and the undersigned understands that the Company is relying upon such information in connection with the purchase of the Units by the undersigned. Furthermore, if the undersigned has used a representative or representatives (each, a “Purchaser Representative”) acceptable to the Company in connection with the undersigned’s evaluation of an investment in the Units, each such Purchaser Representative has completed and returned to the Company a Purchaser Representative Questionnaire, in the form available from the Company upon request. (c) The undersigned recognizes that an investment in the Units involves a number of significant risks including, but not limited to, those risks set forth under the Act “Risk Factors” in the Offering Memorandum. (d) The undersigned understands that no federal or state agency has passed upon the Units or made any finding or determination as to the fairness of this investment in the Units. (e) All information that the undersigned has heretofore furnished and furnishes herewith to the Company is availabletrue, correct and complete as of the date of execution of this Subscription Agreement and if there should be any material change in such information prior to the Closing, the undersigned will immediately furnish such revised or corrected information to the Company. (f) The undersigned certifies that it is NOT (1) a non-resident alien or (2) a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code) for purposes of U.S. federal income taxation. The undersigned agrees to notify the Company within 60 days of the date it becomes a foreign person or entity. The undersigned further certifies that its name, U.S. tax identification number, home address (in the case of an individual) and business address (in the case of an entity) as they appear in this Subscription Agreement are true and correct. The undersigned further certifies that it is NOT subject to backup withholding because either (1) it is exempt from backup withholding, (2) it has not been notified by the Internal Revenue Service (“IRS”) that it is subject to backup withholding as a result of a failure to report all interest or dividends, or (3) the IRS has notified it that it is no longer subject to backup withholding. The undersigned understands that these certifications, which are made under penalty of perjury, may be disclosed to the IRS by the Company and that any false statements contained in this paragraph could be punished by fine and imprisonment. (g) The undersigned represents that neither it nor, to its knowledge, any person or entity controlling, controlled by or under common control with the undersigned nor any person or entity having a beneficial interest in the undersigned nor any other person or entity on whose behalf the undersigned is acting (1) is a person or entity listed in the annex to Executive Order No. 13224 (2001) issued by the President of the United States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), (2) is named on the List of Specially Designated Nationals and Blocked Persons maintained by the U.S. Office of Foreign Assets Control (OFAC), (3) is a non-U.S. shell bank or is providing banking services indirectly to a non-U.S. shell bank, (4) is a senior non-U.S. political figure or an immediate family member or close associate of such figure, or (5) is otherwise prohibited from investing in the Company pursuant to applicable U.S. anti-money laundering, antiterrorist and asset control laws, regulations, rules or orders (categories (1) through (5) collectively, a “Prohibited Investor”). The undersigned agrees to provide the Company, promptly upon request, all information that the Company reasonably deems necessary or appropriate to comply with applicable U.S. anti-money laundering, antiterrorist and asset control laws, regulations, rules and orders. The undersigned consents to the placement disclosure to U.S. regulators and law enforcement authorities by the Company and its affiliates and agents of a legendsuch information about the undersigned as the Company reasonably deems necessary or appropriate to comply with applicable U.S. anti-money laundering, until the shares are registeredantiterrorist and asset control laws, on the stock certificates evidencing the Shares being purchasedregulations, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDrules and orders. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnershipfinancial institution that is subject to the PATRIOT Act, corporationPublic Law No. 107-56 (Oct. 26, trust or other entity; 2001) (i) The undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement“Patriot Act”), (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability as a purchaser of the Shares and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this Agreement, the undersigned represents that he the undersigned has read and acknowledged each met all of its respective obligations under the representations set forth abovePatriot Act. If more than one person is signing this AgreementThe undersigned acknowledges that if, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such person.following the in

Representations and Warranties of the Undersigned. The undersigned hereby represents and warrants to the Company as follows: (a) all information provided and representations made by the undersigned in the Prospective Investor Questionnaire (the "Questionnaire") of the Company, a form of which Questionnaire is attached hereto as EXHIBIT A, are true and correct in all respects as of the date hereof. (b) The address set forth at the foot of this Exchange Agreement is the address of the undersigned's principal residence or place of business, and the undersigned has no present intention of becoming a resident of any other country, state or jurisdiction. (c) Unless the undersigned shall have notified the Company to the contrary in writing prior to or together with the tendering of this Exchange Agreement, the undersigned acknowledges that the undersigned has not relied upon the advice of a "Purchaser Representative" (as defined in the aforementioned Regulation D) in evaluating the risks and merits of this investment. (d) The undersigned has received and read or reviewed and is familiar with the Information Package (including the exhibits thereto) and the undersigned confirms that all documents, records, and books pertaining to the investment in the Company and requested by the undersigned have been made available or delivered to the undersigned. (e) The undersigned has had an opportunity to ask questions of and receive answers from the Company, or a person or persons acting on the Company's behalf, concerning the terms and conditions of this investment. (f) The undersigned understands that and acknowledges the Shares are being offered following: (i) the securities for which the undersigned hereby subscribes (including any securities into which such securities may be converted) have not been registered under the Securities Act or under the securities laws of any state or other jurisdiction in reliance upon exemptions for private offerings; (ii) while the Company may in the future register such securities (or any securities into which such securities may be converted), it is under no obligation to do so, except as otherwise provided herein; (iii) such securities (including any securities into which such securities may be converted) cannot be resold unless registered under the Securities Act and sold pursuant to the any applicable securities law of any state or other jurisdiction, or an exemption from registration provided for in Section 4(2is available; (iv) as of the Securities Act of 1933date hereof, as amended, there is no public market for such securities (including any securities into which such securities may be converted); (v) the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares such securities without being furnished any offering literature or prospectus other than the MemorandumInformation Package, that and is relying only on the information contained therein and herein in evaluating the risks and merits of this investment; and (vi) no documents relating person or entity has been authorized to this private placement as such have been filed give any information or make any representations in connection with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to other than that contained in the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice Information Package. (g) The securities for inspection by investors during reasonable business hours at its principal place of business. In addition which the undersigned hereby represents subscribes are being acquired solely for the undersigned's own account, for investment and warrants as follows:not with a view to or for the resale, distribution, subdivision, or fractionalization thereof; the undersigned has no present plans to enter into any contract, undertaking, agreement, or arrangement relating thereto. (ah) The undersigned has such knowledge and experience that the undersigned is capable of evaluating the matters set forth in the Information Package and the risks and merits relating thereto. (Xi) The undersigned, if an individual (I) it is a citizen of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in acknowledges that it, through the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any officer(s) and/or director(s) and/or other state or jurisdiction; (b) The undersigned has read and fully considered the section in the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of loss, and there will be no public market employees responsible for the Shares and it may not be possible to liquidate making an investment in decision with regard to the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available. (c) The undersigned is able (I) to bear the economic risk of this investmentExchange, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means of providing for current needs and personal contingencies, and has no need for liquidity in this investment; (d) The undersigned has such knowledge and experience in financial and business matters that he/she it is capable of evaluating the relative risks and merits and risks of an investment in the Shares and of making informed investment decision; (e) The undersigned confirms that, in making his decision to purchase the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisorsthis investment, and further acknowledges that he and such representatives and advisors have been given the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel to the Company concerning the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in the Memorandum; (f) The Shares hereby subscribed for are being acquired by the undersigned In good faith solely for his/her own personal account, for investment purposes only, and are not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement with any person to sell, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is available. (g) The undersigned consents to the placement of a legend, until the shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf contained in this Section 4 are true and this investment in the Company has been affirmatively authorized by the governing board of such entity and accurate with respect to it. (j) The undersigned, if he, she or it is not prohibited by the governing documents an officer, director or greater than 10% stockholder of the entity; Company, has not directly or indirectly sold any shares of the Company's Common Stock during the preceding six month period and (iv) The undersigned represents , if this Exchange Agreement is accepted, understands that he is an "accredited investor," he, she or it may not sell any such shares during the six month period following the Exchange without possibly subjecting himself, herself or itself to liability under Section 16 of the Securities Exchange Act of 1934, as such term is defined in Rule 501 of Regulation D under the Actamended. The foregoing representations and warranties are true and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability accurate as a purchaser of the Shares date hereof and shall be true and accurate as of the undersigned hereby agrees that such representations date of acceptance of this Exchange Agreement and warranties delivery of the shares of Common Stock and shall survive his purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such persondelivery.

Representations and Warranties of the Undersigned. The undersigned, in order to induce the Company to accept this Offer, hereby warrants and represents as follows: (A) The undersigned understands has sufficient liquid assets to sustain a loss of the undersigned's entire investment. (B) The undersigned represents that the Shares are being offered and sold pursuant to the exemption from registration provided for he (or she or it) is an Accredited Investor as that term is defined in Section 4(2) of Regulation D promulgated under the Securities Act of 1933, as amended, amended (the "Act"). In general, and Rule 506 an "Accredited Investor" is deemed to be an institution with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. (C) Neither Company nor the Placement Agent has made any other representations or warranties to the undersigned with respect to the Company or rendered any investment advice except as contained herein or in the Company's Confidential Private Offering Memorandum. (D) The undersigned has not authorized any person or institution to act as his Purchaser Representative (as that term is defined in Regulation D promulgated thereunderof the General Rules and Regulations under the Act) in connection with this transaction. The undersigned further understands has such knowledge and experience in financial, investment and business matters that he is purchasing capable of evaluating the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities merits and Exchange Commission or by any administrative agency charged with the administration risks of the prospective investment in the securities laws of the Company. The undersigned has consulted with such independent legal counsel or other advisers, as he has deemed appropriate to assist the undersigned in evaluating his proposed investment in the Company. (E) The undersigned represents that he (i) has adequate means of providing for his current financial needs and possible personal contingencies, and has no need for liquidity of investment in the Company; (ii) can afford (a) to hold unregistered securities for an indefinite period of time and (b) sustain a complete loss of the entire amount of the subscription; and (iii) has not made an overall commitment to investments which are not readily marketable which is disproportionate so as to cause such overall commitment to become excessive. (F) The undersigned has been afforded the opportunity to ask questions of, and receive answers from the officers and/or directors of the Company acting on its behalf concerning the terms and conditions of this transaction and to obtain any stateadditional information, to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished; and has availed himself of such opportunity to the extent he considers appropriate in order to permit him to evaluate the merits and risks of an investment in the Company. All It is understood that all documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountantfor inspection, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants as follows:. (aG) The undersigned (X) if an individual (I) is a citizen of acknowledges that the United States, Units and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction; (b) The undersigned has read and fully considered the section in the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available. (c) The undersigned is able (I) to bear the economic risk of this investment, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means of providing for current needs and personal contingencies, and has no need for liquidity in this investment; (d) The undersigned has such knowledge and experience in financial and business matters that he/she is capable of evaluating the merits and risks of an investment in the Shares and of making informed investment decision; (e) The undersigned confirms that, in making his decision to purchase the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel to the Company concerning the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in the Memorandum; (f) The Shares hereby subscribed for are being acquired by the undersigned In good faith solely for his/her own personal account, for investment purposes only, and are not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement with any person to sell, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares underlying securities have not been registered under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or in reliance on an exemption from such registration under the Act is available. (g) The undersigned consents to the placement of for transactions by an issuer not involving a legend, until the shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature public offering and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents Rule 506 and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act, and further understands that the undersigned is purchasing the Units without being furnished any prospectus setting forth all of the information that may be required to be furnished under the Act if a Prospectus were required to be delivered. (H) The undersigned further acknowledges that this offering has not been passed upon or the merits thereof endorsed or approved by any state or federal authorities. (I) The Units and the underlying securities being subscribed for are being acquired solely for the account of the undersigned for personal investment and not with a view to, or for resale in connection with, any distribution except as may be permitted by federal and state securities laws. By such representation, the undersigned means that no other person has a beneficial interest in the Units or underlying securities subscribed for hereunder, and that no other person has furnished or will furnish directly or indirectly, any part of or guarantee the payment of any part of the consideration to be paid to the Company in connection therewith. The undersigned does not intend to dispose of all or any part of the Units or underlying securities except in compliance with the provisions of the Act and applicable state securities laws, and understands that the Units are being offered pursuant to a specific exemption under the provisions of the Act, which exemption(s) depends, among other things, upon the compliance with the provisions of the Act. (J) The undersigned further represents and agrees that the undersigned will not sell, transfer, pledge or otherwise dispose of or encumber the Units or the underlying securities except pursuant to the applicable rules and regulations under the Act or applicable state securities laws, and prior to any such sale, transfer, pledge, disposition or encumbrance, the undersigned will, upon request, furnish the Company and its transfer agent with an opinion of counsel satisfactory to the Company in form and substance that registration under the Act and any applicable state securities laws is not required. (K) The undersigned acknowledges and recognizes that while the Company has agreed to register the Common Stock underlying the Units under the Act, no assurances can be provided that such Registration Statement will become effective under the Act. As a result, sales may only be made pursuant to Rule 144 under the Act at such time as the Company as well as the subscriber for the Units is able to effect sales of the Common Stock pursuant to Rule 144 or other applicable exemption. (L) The undersigned hereby agrees that the Company may insert the following or similar legend on the face of the certificates evidencing shares of Common Stock in compliance with the Act or state securities laws: "These securities have not been registered under the Securities Act of 1933, as amended ("Act"), or any state securities laws and may not be sold or otherwise transferred- or disposed of except pursuant to an effective registration statement under the Act and any applicable state securities laws, or an opinion of counsel satisfactory to counsel to the Company that an exemption from registration under the act and any applicable state securities laws is available." The undersigned certifies that each of the foregoing representations and warranties and undertakings, set forth in subsections (A) through (L) inclusive of this Section 3 are made by the undersigned with the intent that they be relied upon in determining his suitability true as a purchaser of the Shares date hereof and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such persondate.

Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered and sold pursuant to the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants as follows: (a) The undersigned (X) if an individual (I) is a citizen of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction; (b) The undersigned has read and fully considered the section in the Memorandum Entitled Memorandumentitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available. (c) The undersigned is able (I) to bear the economic risk of this investment, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means of providing for current needs and personal contingencies, and has no need for liquidity in this investment; (d) The undersigned has such knowledge and experience in financial and business matters that he/she is capable of evaluating the merits and risks of an investment in the Shares and of making informed investment decision; (e) The undersigned confirms that, in making his decision to purchase the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel to the Company concerning the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in the Memorandum; (f) The Shares hereby subscribed for are being acquired by the undersigned In in good faith solely for his/her own personal account, for investment purposes only, and are not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement with any person to sell, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is available. (g) The undersigned consents to the placement of a legend, until the common shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), , (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability as a purchaser of the Shares and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such person.

Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered and sold pursuant to the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants as follows: (a) The undersigned (X) if an individual (I) is a citizen of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction; (b) The undersigned has read and fully considered the section in the Memorandum Entitled entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available. (c) The undersigned is able (Ii) to bear the economic risk of this investment, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means of providing for current needs and personal contingencies, and has no need for liquidity in this investment; ; (d) The undersigned has such knowledge and experience in financial and business matters that he/she is capable of evaluating the merits and risks of an investment in the Shares and of making informed investment decision; (e) The undersigned confirms that, in making his decision to purchase the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel to the Company concerning the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in the Memorandum; (f) The Shares hereby subscribed for are being acquired by the undersigned In in good faith solely for his/her own personal account, for investment purposes only, and are not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement with any person to sell, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is available. (f-1) The Purchaser acknowledges that, except for the historical material contained herein or in the Securities and Exchange Commission ("SEC") documents attached as Exhibits to the Memorandum (the "SEC Documents"), the matters disclosed herein and therein are forward-looking statements under the federal securities laws that involve risks and uncertainties, including, but not limited to, product demand and market acceptance risks, the effect of economic conditions, the impact of competitive products and pricing, product constraints or difficulties, the results of financing efforts, actual purchases under agreements, the effect of the Company's accounting policies, and other risks detailed in the company's SEC Documents. Actual results could differ materially from those estimated or anticipated in these forward-looking statements. (f-2) The Purchaser is a resident of the state set forth on the signature page hereto. (g) The undersigned consents to the placement of a legend, until the common shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER.";; (g-1) The undersigned represents that he is an "institutional investor" or "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), , (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "institutional investor" or "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability as a purchaser of the Shares and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such person.

Representations and Warranties of the Undersigned. The undersigned understands represents and warrants to the Company as follows: (a) The undersigned acknowledges and agrees that the issuance of the Shares has not been registered under the Securities Act and that the Shares are being offered and sold pursuant exclusively to the exemption from registration provided for "accredited investors," as such term is defined in Section 4(2) of Regulation D promulgated under the Securities Act of 1933Act, as amended, (the "Act"), and in reliance on Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing an "accredited investor" for the Shares without being furnished any offering literature reasons included in Annex C attached hereto. Either the undersigned or prospectus other than the Memorandum, that no documents relating to this private placement as such have its representative has been filed supplied with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining has sufficient access to this investment have been made available to the undersigned and his representativesall information, including without limitation his attorney and/or his accountant, financial statements and that the books and records other financial information of the Company will be available upon reasonable notice including, its most recent Form 10-KSB for inspection by investors during reasonable business hours at its principal place the fiscal year ended June 30, 1998 and Form 10-QSB for the quarter ended December 31, 1998, and has been afforded with an opportunity to ask questions of business. In addition the undersigned hereby represents and warrants as follows: (a) The undersigned (X) if an individual (I) is a citizen receive answers from any officer of the United States, and at least 21 years of age, and (ii) is Company concerning information which a bonafide permanent resident of and is domiciled reasonable investor would attach significance in the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction;making investment decisions. (b) The undersigned has read will not sell or otherwise transfer any Shares until after the effective date of the S-3 provided for in Section 3(a) above or unless and fully considered until an exemption therefrom is available. The undersigned understands and agrees that the section in undersigned must bear the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of economic risk of lossthe undersigned's purchase for an indefinite period of time because, and there will be no public market for among other reasons, the Shares and it may have not be possible to liquidate an investment in the Shares; Common stock has not currently been registered under the Securities Act or State Securities Laws and may under the securities laws of any states and, therefore, cannot be sold until such Common Stock is resold, pledged, assigned or otherwise disposed of unless the securities are subsequently registered under the Securities Act and qualified under applicable securities laws of such states or unless an exemption from such registration is available. The undersigned is purchasing the Shares for the undersigned's own account, for investment and not with a view to resale or distribution except in compliance with the Securities Act. The undersigned is aware that an exemption from the registration requirements of the Securities Act pursuant to Rule 144 promulgated thereunder is not currently available; that the Company has no obligation to make available an exemption from the registration requirements pursuant to such Rule 144 or any successor rule for resale of the Shares; and that even if an exemption under Rule 144 were available, Rule 144 permits only routine sales of securities in limited amounts in accordance with the terms and conditions of such Rule 144. (c) The undersigned is able (I) agrees that, prior to bear the economic risk effectiveness of this investmentthe S-3 registering the resale of the shares of Shares being purchased hereunder, (ii) to hold a legend may be placed on any certificate or other document evidencing the Shares indefinitely, stating that they have not been registered under the Securities Act (and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means of providing for current needs and personal contingencies, and has no need for liquidity in this investment;stop transfer order may be placed with respect thereto). (d) If the undersigned is a corporation, partnership, or other entity: (i) it was not organized or reorganized for the purpose of purchasing the shares, and (ii) it is authorized, empowered and qualified to execute this Subscription Agreement and to make the commitment as herein contemplated. (e) The undersigned has has, alone or together with his, her or its purchaser representative, if any, such knowledge and experience in financial and business matters so that he/she the undersigned is capable of evaluating the relative merits and risks of an investment in the Shares and of making informed investment decision; (e) The undersigned confirms that, in making his decision to purchase purchasing the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel to the Company concerning the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in the Memorandum; (f) The Shares hereby subscribed for are being acquired by the undersigned In good faith solely for his/her own personal account, for investment purposes only, and are not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement with any person to sell, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is available. (g) The undersigned consents to the placement of a legend, until the shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence adequate means of the authority of the individual executing this Agreement to act on providing for his, her or its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature current economic needs and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability as a purchaser of the Shares and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such personpossible personal contingencies.

Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered and sold pursuant to the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned Undersigned hereby represents and warrants to the Company and its affiliates as follows: (a) The undersigned (X) if an individual (I) Undersigned is acquiring the Shares and the Warrant for his or her own account as principal, not as a citizen nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such Shares, Warrant or Warrant Shares or any portion thereof. Further, the Undersigned does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to the Shares or Warrant for which the Undersigned is subscribing or any part of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State Shares or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction;Warrant Shares. (b) The undersigned Undersigned has read full power and fully considered authority to enter into this Agreement, the section in the Memorandum Entitled "Risk Factors" execution and understands that shares are extremely speculative investments with a high degree delivery of risk of lossthis Agreement has been duly authorized, if applicable, and there will be no public market this Agreement constitutes a valid and legally binding obligation of the Undersigned. (c) The Undersigned is not subscribing for the Shares or Warrant as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person previously not known to the Undersigned in connection with investment securities generally. (d) The Undersigned understands that the Shares, the Warrant and it the Warrant Shares are “restricted securities” within the meaning of the Securities Act (as defined herein) and that the Company has not registered and is under no obligation to register the Shares, the Warrant or the Warrant Shares under the Securities Act of 1933, as amended (the “Securities Act”) or any securities laws of the United States or of any foreign jurisdiction, or to assist the Undersigned in complying with the Securities Act or the securities laws of any state of the United States or of any foreign jurisdiction. (e) The Undersigned understands that the Shares, the Warrant, the Warrant Shares and any interest therein may not be possible to liquidate an investment in be, and agrees that the Shares; Common stock has , the Warrant, the Warrant Shares and any interest therein shall not been be, resold or otherwise disposed of by the Undersigned unless the Shares, Warrant or Warrant Shares, as applicable, are subsequently registered under the Securities Act and under appropriate state securities laws, or State Securities Laws and may not be sold until such Common Stock is registered under unless the Act or Company receives a satisfactory opinion of counsel to the effect that an exemption from such registration is available. (cf) The undersigned Undersigned represents and warrants to the Company that the Undersigned has read the definition of an “accredited investor” provided in Rule 501 of Regulation D of the Securities Act, a copy of which is able attached to this Agreement as Exhibit B, and that the Subscriber qualifies as an “accredited investor” as so defined. The Undersigned also represents and warrants that it is experienced in making investments of the kind described in this Agreement and the related documents. (Ig) The Undersigned acknowledges his or her understanding that the offering and sale of the Shares and Warrant is intended to be exempt from registration under the Securities Act. In furtherance thereof, in addition to the other representations and warranties of the Undersigned made herein, the Undersigned further represents and warrants to and agrees with the Company and its affiliates as follows: (i) The Undersigned realizes that the basis for the exemption may not be present if, notwithstanding such representations, the Undersigned has in mind merely acquiring the Shares or the Warrant for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise. The Undersigned does not have any such intention; (ii) The Undersigned has the financial ability to bear the economic risk of this his or her investment, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means of for providing for his or her current needs and personal contingencies, contingencies and has no need for liquidity with respect to his or her investment in this investmentthe Company; (diii) The undersigned Undersigned has such knowledge and experience in financial and business matters that he/she is capable not been organized for the purpose of evaluating acquiring the merits and risks Shares or the Warrant; (iv) The Undersigned has been provided an opportunity for a reasonable period of an investment in time prior to the date hereof to obtain additional information concerning the offering of the Shares and of making informed investment decision; (e) The undersigned confirms thatthe Warrant, in making his decision to purchase the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel to the Company concerning the terms and conditions of this offering, and to obtain any additional information, all other information to the extent such persons possess the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in the Memorandum; (fv) The Shares hereby subscribed for are being acquired Undersigned was able to ask questions of and receive answers from the Company, or a person acting on its behalf, concerning the terms and conditions of this transaction; and (vi) The Undersigned has carefully reviewed all of the Company’s filings under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including but not limited to that certain Current Report on Form 8-K filed with the Securities and Exchange Commission on April 30, 2014. (h) The Undersigned is not relying on the Company, or its affiliates or agents with respect to economic considerations involved in this investment. The Undersigned has relied solely on its own advisers. (i) No representations or warranties have been made to the Undersigned by the undersigned In good faith solely for his/her own personal accountCompany, for investment purposes onlyor any officer, employee, agent, affiliate or subsidiary of the Company, and are in subscribing for Shares or the Warrant, the Undersigned is not being purchased for resalerelying upon any other representations or warranties of the Company. (j) Each certificate representing the Shares, resyndicationthe Warrant and the Warrant Shares shall be endorsed with substantially the following legends, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement with any person to sell, transfer or pledge in addition to any person the Shares other legend required to be placed thereon by applicable federal or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares state securities laws: “These securities have not been registered under the Securities Act andof 1933, therefore, canas amended. They may not be sold unless they are subsequently registered sold, offered for sale, pledged or hypothecated in the absence of a registration statement then in effect with respect to the securities under the such Act or an exemption from opinion of counsel satisfactory to the Company that such registration under the Act is availablenot required or unless sold pursuant to Rule 144 of such Act.” (gk) The undersigned Undersigned consents to the placement of Company making a legend, until the shares are registered, notation on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust its records or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence giving instructions to any transfer agent of the authority of Company in order to implement the individual executing this Agreement to act restrictions on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability as a purchaser transfer of the Shares and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing in this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such personSection 2.

Representations and Warranties of the Undersigned. The undersigned hereby represents and warrants to the Company as follows: (i) The undersigned is acquiring the Securities for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the "Act"), and applicable state securities laws. (ii) The undersigned understands that (A) the Shares are being offered Securities (1) have not been registered under the Act or any state securities laws, (2) will be issued in reliance upon an exemption from the registration and sold prospectus delivery requirements of the Act pursuant to the exemption from registration provided for in Section 4(2) and/or Regulation D thereof, (3) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings and (4) must be held by the undersigned indefinitely, and (B) the undersigned must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Act and applicable state securities laws or is exempt therefrom. The undersigned further understands that such exemptions depend upon, among other things, the bona fide nature of the investment intent of the undersigned expressed herein. Pursuant to the foregoing, the undersigned acknowledges that the certificate representing the Securities acquired by the undersigned shall bear a restrictive legend substantially as follows: "The Securities represented by this certificate are subject to restrictions on transfer under the Securities Act of 1933, as amended, (the "Act")and state securities laws, and Rule 506 may not be offered for sale, sold, assigned, transferred, pledged or otherwise disposed of Regulation D promulgated thereunder. The undersigned further understands unless registered under the applicable securities laws or until the Company has received advice of its counsel that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including may be transferred without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants as follows:such registration." (a) The undersigned (X) if an individual (I) is a citizen of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction; (biii) The undersigned has read and fully considered the section in the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of lossknowledge, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available. (c) The undersigned is able (I) to bear the economic risk of this investment, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means of providing for current needs and personal contingencies, and has no need for liquidity in this investment; (d) The undersigned has such knowledge skill and experience in financial financial, business and business investment matters that he/she relating to an investment of this type and is capable of evaluating the merits and risks of such investment and protecting the undersigned's interest in connection with the acquisition of the Securities. The undersigned understands that the acquisition of the Securities is a speculative investment and involves substantial risks and that the undersigned could lose its entire investment in the Securities. To the extent deemed necessary by the undersigned, the undersigned has retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of purchasing and owning the Securities. The undersigned has the ability to bear the economic risks of his investment in the Company, including a complete loss of the investment, and the undersigned has no need for liquidity in such investment. (iv) The undersigned has been furnished by the Company all information (or provided access to all information) regarding the business and financial condition of the Company, its expected plans for future business activities, the attributes of the Securities and the merits and risks of an investment in the Shares and Securities which the undersigned has requested or which is otherwise required to provide full disclosure of material facts regarding an investment in the Securities. (v) In making informed the proposed investment decision; (e) The , the undersigned confirms that, in making his decision to purchase the Shares, he/she has relied is relying solely upon independent on investigations made by him/her and/or by his/her the undersigned and the undersigned's representatives, including his own professional tax and other advisors, and . The offer to sell the Securities was communicated to the undersigned in such a manner that he and such representatives and advisors have been given the opportunity undersigned was able to ask questions of, of and to receive answers from, officers from the management of the Company and Counsel to the Company concerning the terms and conditions of this offeringthe proposed transaction and that at no time was the undersigned presented with or solicited by or through any leaflet, and to obtain public promotional meeting, television advertisement or any additional information, to the extent such persons possess such information other form of general or can acquire it without unreasonable effort public advertising or expense, necessary to verify the accuracy of the information set forth in the Memorandum;solicitation. (fvi) The Shares hereby subscribed for are being acquired by the undersigned In good faith solely for his/her own personal account, for investment purposes only, and are not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; acknowledges that the undersigned has no contract or arrangement with any person to sell, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is available. (g) The undersigned consents to the placement of a legend, until the shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as followsadvised that: "THE SHARES REPRESENTED BY THIS CERTIFICATE SECURITIES HAVE NOT BEEN REGISTERED WITH APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF ANY REPRESENTATIONS BY THE COMPANY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. IN MAKING AN INVESTMENT DECISION THE UNDERSIGNED MUST RELY ON HIS OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY REPRESENTATION. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SALE OR OTHER DISPOSITION OF THE SHARES UNDERSIGNED IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS AWARE THAT HE HAS ACQUIRED SUCH SHARES MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE AN INDEFINITE PERIOD OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDERTIME."; (hvii) FOR PARTNERSHIPSThe undersigned acknowledges and is aware that there has never been any representation, CORPORATIONSguarantee or warranty made by the Company or any officer, TRUSTSdirector, OR OTHER ENTITIES ONLY: If employee or agent or representative of the undersigned is a partnershipCompany, corporationexpressly or by implication, trust or other entity; as to (i) The the approximate or exact length of time that the undersigned has enclosed with this Agreement appropriate evidence will be required to remain an owner of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreementSecurities; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents and warrants that it was not organized the percentage of profit and/or amount of or reorganized for the specific purpose type of acquiring Sharesconsideration, and profit or loss to be realized, if any, as a result of this investment; or (iii) The undersigned has that the full power and authority to execute this Subscription Agreement limited past performance or experience on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents part of the entity; andCompany, or any future expectations will in any way indicate predictable results of the ownership of Securities or of the overall financial performance of the Company. (ivviii) The undersigned represents agrees to furnish the Company such other information as the Company may reasonably request in order to verify the accuracy of the information contained herein and agrees to notify the Company immediately of any material change in the information provided herein that he is an "accredited investor," as such term is defined in Rule 501 occurs prior to the Company's acceptance of Regulation D under the Actthis subscription. The foregoing representations and warranties and undertakings, undertakings are made by the undersigned and on behalf of the undersigned with the intent that they be relied upon in determining his its suitability as a purchaser of the Shares an investor and the undersigned hereby agrees that such representations and warranties shall survive his its purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such personSecurities.

Representations and Warranties of the Undersigned. The undersigned understands that the Shares underlying shares to be issued in the event that the undersigned decides to convert all or part of the Convertible Note into restricted common shares of Company are being offered and sold pursuant to the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares this investment without being furnished any offering literature or prospectus other than the MemorandumCompany's SEC filings and the Private Placement Memorandum dated June 3, 2003 and that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants as follows: (a) The undersigned (X) if an individual (I) is a citizen of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction; (b) The undersigned has read and fully considered the section in the Memorandum Entitled "Risk Factors" and understands that these shares are extremely speculative investments investment with a high degree of risk of loss, ; the Note and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; underlying Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available. (c) The undersigned is able (I) to bear the economic risk of this investment, (ii) to hold the Note and the underlying Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means of providing for current needs and personal contingencies, and has no need for liquidity in this investment; (d) The undersigned has such knowledge and experience in financial and business matters that he/she it is capable of evaluating the merits and risks of an investment in the Note and the underlying Shares and of making informed investment decision; (e) The undersigned confirms that, in making his its decision to purchase the Note and the underlying Shares, he/she it has relied solely upon independent investigations made by him/her it and/or by his/her its representatives, including his its own professional tax and other advisors, and that he it and such representatives and advisors have been given the opportunity to ask questions of, and to receive answers from, officers and directors of the Company and Counsel to the Company concerning the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in the MemorandumSEC filings; (f) The Note and the underlying Shares hereby subscribed for are being acquired by the undersigned In in good faith solely for his/her its own personal account, for investment purposes only, and are not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement with any person to sell, transfer or pledge to any person the Note and the underlying Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; and he/her it understands that as a result he/she it must bear the economic risk of the investment for an indefinite period of time because the Note and the underlying Shares have not been registered under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is available. (g) The undersigned consents to the placement of a legend, until the legend on any shares are registered, of restricted common stock he receives if and when he determines at this sole discretion to convert any or all of his convertible note. The legend on the stock certificates certificate(s) evidencing the Shares being purchased, which legend purchased shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence of the authority of represents and warrants that the individual executing this Agreement has authority to act on its behalf (i.e., if a trust, a copy of the trust agreementbehalf; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), and (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring SharesShares and/or Note, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he it is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability as a purchaser of the Shares and/or Note and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Note and/or Shares. By executing this Agreement, the undersigned represents that he it has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such person.

Representations and Warranties of the Undersigned. The undersigned represents, warrants, and agrees as follows: a. The undersigned understands that the Warrant and Warrant Shares are being offered and sold pursuant to under the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (the "Act")and applicable state securities act, and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands as amended, that he he/she is purchasing the Warrant and Warrant Shares without being furnished any offering literature or prospectus other than the Memorandumor, that no documents relating to this private placement as such have transaction has not been filed with or reviewed scrutinized by the United States Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All state because of the private aspects of the offering, that all documents, records records, and books pertaining to this investment investment, have been made available to the undersigned and his its representatives, including without limitation his attorney and/or his accountantif any, and that the books and records of the Company are and will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants as follows:. (a) b. The undersigned (X) if an individual (Ii) is a citizen of the United States, and at least 21 years of age, and (ii) is a bonafide permanent bona fide resident and domiciliary (not a temporary or transient resident) of and is domiciled in the State set forth on the signature page hereof or jurisdiction and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction; (b) c. The undersigned is an "accredited investor" as defined in the by federal securities laws; and if not then the purchaser represents that by virtue of his/her business and financial experience or financial experience of his or her professional advisors who are unaffiliated with and who are not compensated, to the best of his or her knowledge, by the issuer or any affiliate or selling agent of the issuer, directly or indirectly, can be reasonably assumed to have the capacity to protect his or her own interests in connection with this transaction. d. The undersigned understands and has read and fully considered for purposes of this investment the section in associated risks and the Memorandum Entitled "Risk Factors" restricted transferability of Warrant and understands Warrant Shares, and that shares (i) the Warrant and Warrant Shares are extremely a speculative investments with investment which involve a high degree of risk of lossloss by the undersigned of his or her investment therein, and (ii) there are substantial restrictions on the transferability of, and there will be no public market for the Shares Warrant and accordingly, it may not be possible for him or her to liquidate an his or her investment in the Shares; Common stock has not been registered under the Act or State Securities Laws Warrant and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available.Warrant Shares in case of emergency; (c) e. The undersigned is able (Ii) to bear the economic risk of this investmenthis or her investment for an indefinite period, and (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means of providing for current needs and personal contingencies, and has no need for liquidity in this his or her investment; (d) f. The undersigned has such knowledge and experience in financial and business matters that he/she is capable of evaluating the merits and risks of an investment in the Shares and of making informed investment decision; (e) The undersigned confirms thatundersigned, in making his or her decision to purchase the Warrant and Warrant Shares, he/she has relied solely upon independent investigations made by him/him or her and/or by his/his or her representatives, including his own professional tax representative(s) and other advisors, and that he the undersigned and any such representatives and advisors witnesses have been given the opportunity to ask questions of, and to receive answers from, officers persons acting on behalf of the Company and Counsel to concerning the Company concerning and the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in the Memorandum;. (f) g. The Warrant and Warrant Shares hereby subscribed for are being acquired by the undersigned In in good faith solely for his/his or her own personal account, for investment purposes only, and are not being purchased with a view to or for the resale, resyndication, distribution, subdivision subdivision, or fractionalization thereof; the undersigned has no contract contract, undertaking, understanding, agreement, or arrangement arrangement, formal or informal, with any person to sell, transfer transfer, or pledge to any person the Shares Warrant and Warrant Shares, or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract contract, undertaking, agreement, or arrangement; and he/her he or she understands that as a result he/the legal consequences of the foregoing representations and warranties to mean that he or she must bear the economic risk of the investment for an indefinite period of time because the Warrant and Warrant Shares have not been registered under the Act applicable securities laws, and, therefore, cannot be sold unless they are subsequently registered under such laws (which the Act Company is not obligated to do) or an exemption from such registration is available; h. The undersigned understands that the Company is relying on the truth and accuracy of the representations, declarations, and warranties herein made by him or her in offering the Warrant and Warrant Shares for sale to him or her without having first registered the same under the Act is available.Act; (g) i. The undersigned consents to the placement of a legend, until the shares are registered, legend on the stock certificates evidencing the Shares being purchasedcertificate for his or her Warrant and Warrant Shares, which legend shall be in a form substantially as follows: "THE THIS WARRANT AND WARRANT SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 19331933 ("1933 ACT"), AS AMENDED, OR UNDER ANY STATE SECURITIES ACT, OR UNDER ANY OTHER STATE OR FOREIGN GOVERNMENT SECURITIES LAWS. THIS WARRANT AND WARRANT SHARES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE SALE OR 1933 ACT, THE SECURITIES ACT OF NEW YORK, AND ANY OTHER DISPOSITION OF THE SHARES IS PROHIBITED APPLICABLE STATE SECURITIES LAWS UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT, THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL NEVADA, OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION ANY OTHER STATE OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."FOREIGN GOVERNMENT SECURITIES LAWS; (h) FOR PARTNERSHIPSj. The undersigned further consents to the placing of a stop transfer order on the books of the Company, CORPORATIONSand with any transfer agents, TRUSTSagainst the Warrant and Warrant Shares, OR OTHER ENTITIES ONLY: in accordance with the restrictions set out in the above legend; and k. If the undersigned is a corporation, partnership, corporation, trust or other entity; (i) The , the undersigned has enclosed with this Agreement appropriate evidence and the individual representative of the authority of the individual undersigned who is executing this Agreement to act on its behalf (i.e., if a trust, a copy each hereby represent and warrant that the purchase of the trust agreement; if a corporationWarrant and Warrant Shares of Common Stock pursuant to this Warrant Agreement has been duly authorized by all necessary corporate, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of or other action; that such individual is duly authorized to bind the partnership agreement), (ii) The undersigned represents to this Agreement; and warrants that it the undersigned was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment investing in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the ActCompany. The foregoing representations representations, and warranties warranties, and undertakings, undertakings are made by the undersigned with the intent that they be relied upon in determining his or her suitability as a purchaser of the Warrant and Warrant Shares and the undersigned hereby agrees that such representations and warranties shall survive his purchase the delivery of the certificate for such Warrant and Warrant Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such person.

Representations and Warranties of the Undersigned. The undersigned understands hereby represents and warrants to the Corporation as follows: a. The undersigned's domicile is in the State of _______________, and the undersigned or its signatory is over 18 years of age. b. No representations or warranties have been made to the undersigned by the Corporation or any agent of the Corporation, other than as set forth herein or in the Prospectus. c. The undersigned has full power and authority to make the representations referred to in this Subscription Agreement, to execute and deliver this Agreement and to purchase the Shares. d. The undersigned's authorization, execution, delivery, and performance of this Agreement do not conflict with any other agreement or arrangement to which the undersigned is a party or by which the undersigned is bound. e. The undersigned is aware of the Corporation's business affairs and financial condition, including the fact that the Shares are being offered Corporation has substantial debt and sold pursuant has had a history of operating losses and the undersigned acquired sufficient information about the Corporation to reach an informed and knowledgeable decision to in the acquire an interest Corporation. a. The undersigned acknowledges that this Subscription Agreement may be accepted or rejected, in whole or in part, by the Corporation in its sole discretion and that the subscription proceeds will be returned to the exemption undersigned upon any such rejection. a. The undersigned hereby agrees to indemnify and hold harmless the Corporation and each director, officer or employee thereof from registration provided and against any and all loss, damage or liability due to or arising out of a breach of any of the foregoing representations and warranties undersigned. Insofar as indemnification for in Section 4(2) of liabilities arising under the Securities Act of 19331933 may be permitted to directors, as amendedofficers and controlling persons of the Registrant pursuant to the foregoing provisions, (or otherwise, the "Act"), and Rule 506 Registrant has been advised that in the opinion of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants such indemnification is against public policy as follows: (a) The undersigned (X) if an individual (I) is a citizen of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled expressed in the State set forth on the signature page hereof Act and has no present intention of becoming a resident of any other State or jurisdictionis, or (Y) if a partnershiptherefore, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction; (b) The undersigned has read and fully considered the section in the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is availableunenforceable. (c) b. The undersigned is able (I) to bear aware of the economic risk of this investment, (ii) to hold Corporation's business affairs and the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; Subchapter S status it has elected under the undersigned has adequate means of providing for current needs and personal contingencies, and has no need for liquidity in this investment; (d) Internal Revenue Code. The undersigned has such knowledge may be required to execute certain elections and experience in financial and business matters that he/she is capable of evaluating the merits and risks of an investment in the Shares and of making informed investment decision; (e) The undersigned confirms that, in making his decision to purchase the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel to the Company concerning the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in the Memorandum; (f) The Shares hereby subscribed for are being acquired by the undersigned In good faith solely for his/her own personal account, for investment purposes only, and are not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement with any person to sell, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that representations regarding their status as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is available. (g) The undersigned consents to the placement of a legend, until the shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be shareholder in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDSubchapter S corporation. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability as a purchaser of the Shares and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this AgreementFurthermore, the undersigned represents that he has read and acknowledged each may be required to report taxable income/loss on their personal tax return based on the taxable income/loss of the representations set forth aboveCorporation. If more than one person is signing this Agreement, each representation The undersigned hereby acknowledges these conditions and warranty agrees to the foregoing conditions and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such personrepresentations.

Representations and Warranties of the Undersigned. The undersigned understands that To induce the Shares are being offered and sold pursuant ------------------------------------------------- Company to accept the exemption from registration provided for in Section 4(2) of the Securities Act of 1933undersigned's subscription, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants as followsto the Company that: (a) The undersigned (X) the undersigned, if an individual (I) individual, has reached the age of majority in the jurisdiction in which he resides, is a citizen bona fide resident of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled jurisdiction contained in the State address set forth on the signature page hereof of this Subscription Agreement, is legally competent to execute this Subscription Agreement, and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile does not intend to any other state or change residence to another jurisdiction; (b) The the undersigned, if an entity, is duly authorized to execute this Subscription Agreement and this Subscription Agreement, when executed and delivered by the undersigned, will constitute a legal, valid and binding obligation enforceable against the undersigned has read in accordance with its terms; and fully considered the section in execution, delivery and performance of this Subscription Agreement and the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree consummation of risk the transactions contemplated hereby have been duly authorized by all requisite corporate or other necessary action on the part of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available.undersigned; (c) The the Shares and Warrants subscribed for hereby are being acquired by the undersigned for investment purposes only, for the account of the undersigned and not with the view to any resale or distribution thereof, and the undersigned is able (I) not participating, directly or indirectly, in a distribution of such Shares or Warrants and will not take, or cause to bear the economic risk of this investmentbe taken, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; any action that would cause the undersigned has adequate means to be deemed an "underwriter" of providing for current needs and personal contingencies, and has no need for liquidity such Shares or Warrants as defined in this investmentSection 2(11) of the Act; (d) The the undersigned has such knowledge had access to all materials, books, records, documents and experience in financial and business matters that he/she is capable of evaluating the merits and risks of an investment in the Shares and of making informed investment decision; (e) The undersigned confirms that, in making his decision to purchase the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel information relating to the Company concerning which the terms and conditions of this offeringundersigned has requested, including (i) the SEC Filings, and to obtain any additional information(ii) the Company's Proxy Statement dated April 30, to 1999 as amended (the extent such persons possess such information or can acquire it without unreasonable effort or expense"Proxy Statement"), necessary and has been provided --------------- the opportunity to verify the accuracy of the information contained therein; (e) the undersigned acknowledges and understands that investment in the Shares and Warrants involves a high degree of risk, including without limitation, the risks set forth in the Memorandum; (f) The Shares hereby subscribed for are being acquired by the undersigned In good faith solely for his/her own personal account, for investment purposes only, and are not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement with any person to sell, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered SEC Filings under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is available. (g) The undersigned consents to the placement caption "Factors Affecting Future Results" in "Management's Discussion and Analysis of a legend, until the shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER.Financial Condition and Results of Operations"; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability as a purchaser of the Shares and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such person.

Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered and sold pursuant to the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants as followsthat: (a) The neither the execution and delivery by the undersigned of this letter agreement nor the performance of the undersigned’s obligations hereunder will result in a breach of (Xi) if an individual (I) any agreement or instrument to which the undersigned is a citizen of the United States, and at least 21 years of age, and party or (ii) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident any Law or any judgment, decree, order or award of any other State or jurisdictionGovernmental Entity, or (Y) if a partnership, trust, corporation or other entity, has a principal place except in each case as would not reasonably be expected to materially impair the ability of business and is domiciled in the State as set forth on undersigned to perform the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdictionundersigned’s obligations hereunder; (b) The it is the sole beneficial or sole registered and beneficial owner of the Subject Securities, with good and marketable title thereto free of any encumbrances and demands of any nature or kind whatsoever, and, other than pursuant to the covenants set out in this letter agreement, the undersigned has read and fully considered the section sole right to vote (in the Memorandum Entitled "Risk Factors" case of the Subject Securities entitled to be voted) and understands that shares are extremely speculative investments with a high degree dispose of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment (in the Shares; Common stock has not been registered under case of transferable Subject Securities) all of the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available.Subject Securities; (c) The undersigned is able (I) to bear except for the economic risk Arrangement Agreement and this letter agreement, no Person has any agreement or option, or any legal or contractual right or privilege capable of this investmentbecoming an agreement or option for the purchase, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; acquisition or transfer from - 6 - the undersigned has adequate means or the applicable holder any of providing for current needs and personal contingencies, and has no need for liquidity in this investmentthe Subject Securities or any interest therein or right thereto; (d) The the only securities of the Company beneficially owned or controlled, directly or indirectly, by the undersigned has such knowledge and experience in financial and business matters that he/she is capable of evaluating on the merits and risks of an investment in date hereof are the Shares and of making informed investment decisionSubject Securities; (e) The undersigned confirms thatexcept as provided for in this letter agreement, in making his decision none of the Subject Securities is subject to purchase any power of attorney, proxy, voting trust, vote pooling or other agreement with respect to the Sharesvoting or right to vote, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given call meetings of any of the opportunity to ask questions of, and to receive answers from, officers shareholders of the Company and Counsel to the Company concerning the terms and conditions or give consents or approvals of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in the Memorandum;kind; and (f) The Shares hereby subscribed for are being acquired by there is no private or governmental action, suit, proceeding, claim, arbitration or investigation pending before any Governmental Entity, or, to the knowledge of the undersigned, threatened against the undersigned In good faith solely for his/or any of his or her own personal accountproperty that, for investment purposes onlyindividually or in the aggregate, and are not being purchased for resale, resyndication, distribution, subdivision would reasonably be expected to prevent or fractionalization thereof; delay the undersigned’s ability to perform his or her obligations hereunder. There is no order of any Governmental Entity against the undersigned has no contract that would reasonably be expected to prevent or arrangement with any person delay the undersigned’s ability to sell, transfer perform his or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is availableobligations hereunder. (g) The undersigned consents to the placement of a legend, until the shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability as a purchaser of the Shares and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such person.

Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered and sold pursuant to the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants to the Company as follows: (a) The undersigned has (Xi) if an individual (I) is a citizen adequate means of providing for the undersigned's current financial needs and possible personal contingencies, and such subscriber has no need for liquidity of the United Statesundersigned's investment in the Company, and at least 21 years of age(ii) satisfied the net worth and/or other suitability standards for an investor as described or referenced under the caption "Suitability Standards" in the Memorandum, and (ii) has such knowledge and experience in financial matters that the undersigned is capable of evaluating the relative risks and merits of this investment. (b) The undersigned is a bonafide permanent BONA FIDE resident of and is domiciled the state set forth in the State set forth on undersigned's Subscription Documents, and the signature page hereof undersigned's address indicated therein is a true and correct residence, and the undersigned has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction; (b) The undersigned has read and fully considered the section in the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available. (c) The undersigned has received, read and is able thoroughly familiar with this Agreement, the Subscription Documents and the Memorandum (I) to bear particularly the economic risk of this investment, (ii) to hold information set forth under the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; caption "Risk Factors" in the undersigned has adequate means of providing for current needs and personal contingencies, and has no need for liquidity in this investment;Memorandum). (d) The undersigned has such knowledge and experience is aware of the high degree of risk involved in financial and business matters that he/she is capable of evaluating the merits and risks of making an investment in the Shares Company; it being understood, however, that this representation does not constitute a waiver of any rights that the undersigned has under the Securities Act of 1933 (the "Securities Act"), any applicable state securities act or the rules and of making informed investment decision;regulations promulgated thereunder. (e) The undersigned confirms that, in making his decision to purchase the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given the had an opportunity to ask questions ofof and received answers from the Company, and to receive answers fromor a person or persons authorized on its behalf, officers of the Company and Counsel to the Company concerning the terms and conditions of this offeringinvestment. The undersigned confirms that all documents, records and books pertaining to the investment in the Company and requested by the undersigned have been made available or delivered to the undersigned prior the purchase. (f) The undersigned understands that the Common Stock has not been registered under the Securities Act or any state securities acts and are instead being offered and sold in reliance on an exemption for private offerings, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify undersigned further understands that the accuracy of undersigned is purchasing the Common Stock in the Company only in reliance upon the information set forth in the Memorandum;Memorandum and any additional written information provided by the Company upon the undersigned's request. (fg) The Shares Common Stock Units for which the undersigned hereby subscribed for subscribes are being acquired by the undersigned In good faith solely for his/her the undersigned's own personal account, for investment purposes onlyinvestment, and are not being purchased with a view to, or for resaleresale in connection with, resyndication, any distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement with any person to sell, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any contract, undertaking, agreement or arrangement with respect to any such contract or arrangement; resale. In order to induce the Company to issue and he/her understands that as a result he/she must bear sell the economic risk of the investment Common Stock subscribed for an indefinite period of time because the Shares have not been registered under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is available. (g) The undersigned consents hereby to the placement undersigned, it is agreed that the Company will have no obligation to recognize the ownership, beneficial or otherwise, of a legend, until such Common Stock by anyone but the shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDERundersigned."; (h) FOR PARTNERSHIPSThe undersigned has received, CORPORATIONScompleted and returned to the company the Subscription Documents, TRUSTS, OR OTHER ENTITIES ONLY: If and the undersigned is a partnership, corporation, trust or other entity;hereby affirms the correctness of the statements and representations contained in the Subscription Documents. (i) The undersigned acknowledges, consents to, and is aware of all the risks related to the investment described in the Memorandum, including, but not limited to, the following: (1) That the Company has enclosed with this Agreement appropriate evidence a limited operating history and the Common Stock Units are a speculative investment which involves substantial risk or loss of the authority undersigned's entire investment in the Company. (2) That there are substantial restrictions on the transferability of the individual executing this Agreement Common Stock, and accordingly, the undersigned may have to act on its behalf hold the Common Stock indefinitely, and it may not be possible for the undersigned to liquidate the investment in the Company. (i.e., if a trust, a copy 3) That no federal or state agency has made any finding or determination as to the fairness of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy offering of the articles of incorporation; Common Stock for investment or if a partnership, a copy any recommendation or endorsement of the partnership agreement)Common Stock. (4) That the Company has never represented, guaranteed or warranted to the undersigned, its agents or employees or any other person, expressly or by implication, any of the following: (i) The approximate or exact length of time that the undersigned will be required to remain as owner of the Common Stock; (ii) The undersigned represents and warrants that it was not organized percentage of profit and/or amount of or reorganized for the specific purpose type of acquiring Sharesreturn on investment, andconsideration, profit or loss to be realized, if any, as a result of this investment; (iii) The undersigned has That the full power and authority to execute this Subscription Agreement prior performance on behalf the part of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by will in any way indicate the governing board of such entity and is not prohibited by the governing documents possible result of the entityCompany; andor (iv) The undersigned represents that he is an "accredited investorThat subscriptions will be accepted in the order in which they are received," as such term is defined (5) That the Company shall incur certain costs, expenses and undertake other actions in Rule 501 of Regulation D under reliance upon the Act. The foregoing representations and warranties and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability as a purchaser irrevocability of the Shares subscription for Common Stock made hereunder. (j) The undersigned, if an individual, is at least 21 years of age and the undersigned hereby agrees that such representations is not a foreign citizen, but is a BONA FIDE resident and warranties shall survive his purchase domiciliary of the Shares. By executing this Agreementstate set forth in the Subscription Documents. (k) The undersigned, is not (i) a "tax exempt entity" within the undersigned represents that he has read and acknowledged each meaning of Section 168(j)(4)(A) of the representations set forth above. If more than one person is signing this AgreementInternal Revenue Code of 1986 (the "Code"), each representation Retirement Account, simplified employee plan, endowment fund, foundation or other entity generally exempt from federal income taxation (such as charitable, religious, scientific and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such person.educational organizations);

Representations and Warranties of the Undersigned. The undersigned represents, warrants, and agrees as follows: a. The undersigned understands that the Warrant and Warrant Shares are being offered and sold pursuant to under the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (the "Act")and applicable state securities act, and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands as amended, that he he/she is purchasing the Warrant and Warrant Shares without being furnished any offering literature or prospectus other than the Memorandumor, that no documents relating to this private placement as such have transaction has not been filed with or reviewed scrutinized by the United States Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All state because of the private aspects of the offering, that all documents, records records, and books pertaining to this investment investment, have been made available to the undersigned and his its representatives, including without limitation his attorney and/or his accountantif any, and that the books and records of the Company are and will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants as follows:. (a) b. The undersigned (X) if an individual (Ii) is a citizen of the United States, and at least 21 years of age, and (ii) is a bonafide permanent bona fide resident and domiciliary (not a temporary or transient resident) of and is domiciled in the State set forth on the signature page hereof Switzerland and has no present intention of becoming a resident of any other United State or jurisdiction, or (Y) if a partnership, trust, corporation of America or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction; (b) c. The undersigned is an "accredited investor" as defined in the by federal securities laws; and if not then the purchaser represents that by virtue of his/her business and financial experience or financial experience of his or her professional advisors who are unaffiliated with and who are not compensated, to the best of his or her knowledge, by the issuer or any affiliate or selling agent of the issuer, directly or indirectly, can be reasonably assumed to have the capacity to protect his or her own interests in connection with this transaction. d. The undersigned understands and has read and fully considered for purposes of this investment the section in associated risks and the Memorandum Entitled "Risk Factors" restricted transferability of Warrant and understands Warrant Shares, and that shares (i) the Warrant and Warrant Shares are extremely a speculative investments with investment which involve a high degree of risk of lossloss by the undersigned of his or her investment therein, and (ii) there are substantial restrictions on the transferability of, and there will be no public market for the Shares Warrant and accordingly, it may not be possible for him or her to liquidate an his or her investment in the Shares; Common stock has not been registered under the Act or State Securities Laws Warrant and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available.Warrant Shares in case of emergency; (c) e. The undersigned is able (Ii) to bear the economic risk of this investmenthis or her investment for an indefinite period, and (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means of providing for current needs and personal contingencies, and has no need for liquidity in this his or her investment; (d) f. The undersigned has such knowledge and experience in financial and business matters that he/she is capable of evaluating the merits and risks of an investment in the Shares and of making informed investment decision; (e) The undersigned confirms thatundersigned, in making his or her decision to purchase the Warrant and Warrant Shares, he/she has relied solely upon independent investigations made by him/him or her and/or by his/his or her representatives, including his own professional tax representative(s) and other advisors, and that he the undersigned and any such representatives and advisors witnesses have been given the opportunity to ask questions of, and to receive answers from, officers persons acting on behalf of the Company and Counsel to concerning the Company concerning and the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in the Memorandum;. (f) g. The Warrant and Warrant Shares hereby subscribed for are being acquired by the undersigned In in good faith solely for his/his or her own personal account, for investment purposes only, and are not being purchased with a view to or for the resale, resyndication, distribution, subdivision subdivision, or fractionalization thereof; the undersigned has no contract contract, undertaking, understanding, agreement, or arrangement arrangement, formal or informal, with any person to sell, transfer transfer, or pledge to any person the Shares Warrant and Warrant Shares, or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract contract, undertaking, agreement, or arrangement; and he/her he or she understands that as a result he/the legal consequences of the foregoing representations and warranties to mean that he or she must bear the economic risk of the investment for an indefinite period of time because the Warrant and Warrant Shares have not been registered under the Act applicable securities laws, and, therefore, cannot be sold unless they are subsequently registered under such laws (which the Act Company is not obligated to do) or an exemption from such registration is available; h. The undersigned understands that the Company is relying on the truth and accuracy of the representations, declarations, and warranties herein made by him or her in offering the Warrant and Warrant Shares for sale to him or her without having first registered the same under the Act is available.Act; (g) i. The undersigned consents to the placement of a legend, until the shares are registered, legend on the stock certificates evidencing the Shares being purchasedcertificate for his or her Warrant and Warrant Shares, which legend shall be in a form substantially as follows: "THE THIS WARRANT AND WARRANT SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 19331933 ("1933 ACT"), AS AMENDED, OR UNDER ANY STATE SECURITIES ACT, OR UNDER ANY OTHER STATE OR FOREIGN GOVERNMENT SECURITIES LAWS. THIS WARRANT AND WARRANT SHARES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE SALE OR 1933 ACT, THE SECURITIES ACT OF NEW YORK, AND ANY OTHER DISPOSITION OF THE SHARES IS PROHIBITED APPLICABLE STATE SECURITIES LAWS UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT, THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL NEVADA, OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION ANY OTHER STATE OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."FOREIGN GOVERNMENT SECURITIES LAWS; (h) FOR PARTNERSHIPSj. The undersigned further consents to the placing of a stop transfer order on the books of the Company, CORPORATIONSand with any transfer agents, TRUSTSagainst the Warrant and Warrant Shares, OR OTHER ENTITIES ONLY: in accordance with the restrictions set out in the above legend; and k. If the undersigned is a corporation, partnership, corporation, trust or other entity; (i) The , the undersigned has enclosed with this Agreement appropriate evidence and the individual representative of the authority of the individual undersigned who is executing this Agreement to act on its behalf (i.e., if a trust, a copy each hereby represent and warrant that the purchase of the trust agreement; if a corporationWarrant and Warrant Shares of Common Stock pursuant to this Warrant Agreement has been duly authorized by all necessary corporate, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of or other action; that such individual is duly authorized to bind the partnership agreement), (ii) The undersigned represents to this Agreement; and warrants that it the undersigned was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment investing in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the ActCompany. The foregoing representations representations, and warranties warranties, and undertakings, undertakings are made by the undersigned with the intent that they be relied upon in determining his or her suitability as a purchaser of the Warrant and Warrant Shares and the undersigned hereby agrees that such representations and warranties shall survive his purchase the delivery of the certificate for such Warrant and Warrant Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such person.

Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered and sold pursuant to the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants as followsto the Company: (a) The If the undersigned (X) if is acting on behalf of another person, the undersigned has all right and authority, in the undersigned’s capacity as an individual (I) is a citizen officer, general partner, member, trustee, executor or other representative of such person to make such decision to invest in the Shares and to execute and deliver this Subscription Agreement on behalf of such person, and this Subscription Agreement has been duly authorized, executed and delivered on behalf of the United Statesundersigned and constitutes a valid and binding agreement of the undersigned, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled enforceable against it in the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing accordance with its principal place of business or its domicile to any other state or jurisdiction;terms. (b) The If the undersigned is purchasing in a fiduciary capacity, the undersigned has read due authority to execute the attached signature page and fully considered thereby legally to bind the section in trust or other entity of which the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of lossundersigned is trustee, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act legal representative or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is availableauthorized agent. (c) The undersigned is able (I) has received and had the opportunity to bear review a copy of the economic risk of this investmentProspectus. Other than the information contained in the Prospectus, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means of providing for current needs and personal contingencies, and has no need for liquidity not relied on any information provided by the Company or any affiliate thereof in connection with the undersigned’s investment decision (including without limitation with respect to tax or other economic considerations involved in this investment;). (d) The If the undersigned has is a registered investment company, a business development company or a private investment fund relying on Section 3(c)(1) or 3(c)(7) for an exclusion from the definition of investment company under the Investment Company Act of 1940, as amended, the acquisition of securities in this offering by the undersigned shall not cause the undersigned to own after such knowledge and experience in financial and business matters acquisition, together with any entities it controls (i.e., an entity of which it owns more than 25% of such other company’s voting securities), more than three percent (3%) of the outstanding voting securities of the Company, assuming that he/she is capable [ ] shares of evaluating the merits and risks Company’s Common Stock, par value $[ ], will be outstanding on the date of an investment in the Shares and of making informed investment decision;such acquisition before giving effect to such acquisition. (e) The undersigned confirms thathereby acknowledges that the Company seeks to comply with all applicable laws concerning money laundering and related activities. In furtherance of such efforts, in making his decision the undersigned hereby represents, warrants and agrees that to purchase the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given the opportunity to ask questions of, and to receive answers from, officers best of the Company undersigned’s knowledge, based upon reasonable diligence and Counsel investigation, no consideration that the undersigned has contributed or will contribute to the Company concerning has been or shall be derived from, or related to, any activity that is in contravention of any federal, state or international laws and regulations, including anti-money laundering laws and regulations. The undersigned hereby represents that neither it nor any of its owners or affiliates is a person or entity named on a list maintained by the terms Office of Foreign Asset Control (“OFAC”) of the U.S. Department of the Treasury, nor is the undersigned or any of its owners or affiliates a person or entity with whom dealings are prohibited under any OFAC regulations. Federal regulations and conditions of this offeringExecutive Orders administered by OFAC prohibit, among other things, the engagement in transactions with, and to obtain any additional informationthe provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities, including without limitation the Specially Designated Nationals and Blocked Nations List, can be found on the OFAC website at <▇▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/ofac>. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals1 or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. (f) To the best of the undersigned’s knowledge, and except as described in a letter to the extent Company delivered in conjunction with this Subscription Agreement, none of (a) the 1 These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. undersigned, (b) any person controlling or controlled by the undersigned, (c) if the undersigned is a privately-held entity, any person having a beneficial interest in the undersigned or (d) any person for whom the undersigned is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any amounts from a subscriber if such persons possess such information or can acquire it without unreasonable effort or expense, necessary subscriber cannot make the representation set forth in the preceding sentence. The undersigned agrees to verify promptly notify the accuracy Company should the undersigned become aware of any change in the information set forth in these representations. The undersigned understands and acknowledges that, by law, the Memorandum; (f) The Shares hereby subscribed for are being acquired Company may be obligated to “freeze the account” of the undersigned, including without limitation by prohibiting additional subscriptions from the undersigned In good faith solely for his/her own personal accountundersigned, for investment purposes onlydeclining any redemption requests and segregating assets in the account in compliance with governmental regulations, and are not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement with any person Company may also be required to sell, transfer or pledge report such action and to any person disclose the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans undersigned’s identity to enter into any such contract or arrangement; and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is availableOFAC. (g) The undersigned consents understands and agrees that if at any time it is discovered that any of the foregoing representations set forth in Sections 4(e) and (f) above are incorrect, or if otherwise required by applicable law or regulation related to money laundering and similar activities, the Company may, in its sole discretion, undertake appropriate actions to ensure compliance with applicable law or regulation, including but not limited to freezing, segregating or requiring the undersigned to sell such undersigned’s Shares. The undersigned agrees to provide to the placement of a legend, until Company any additional information regarding the shares are registered, on undersigned that the stock certificates evidencing Company deems necessary or appropriate to ensure compliance with all laws and regulations concerning money laundering and similar activities that may apply now or in the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDERfuture."; (h) FOR PARTNERSHIPSTo the best of the undersigned’s knowledge, CORPORATIONSnone of (a) the undersigned, TRUSTS(b) if the undersigned is a privately-held entity, OR OTHER ENTITIES ONLY: any person having a beneficial interest in the undersigned or (c) any person for whom the undersigned is acting as agent or nominee in connection with this investment is a senior foreign political figure2, or any immediate family3 member or close associate4 of a senior foreign political figure, as such terms are defined in the footnotes below. 2 A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. 3 “Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and in-laws. 4 A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure. (i) If the undersigned is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the undersigned receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the undersigned represents and warrants to the Company that (a) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities, (b) the Foreign Bank maintains operating records related to its banking activities, (c) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities and (d) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate. (j) The undersigned acknowledges that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), the Company is required to obtain, verify and record information that identifies the undersigned, which information includes the name and address of the undersigned and other information that will allow the Company to identify the undersigned in accordance with the Patriot Act. Accordingly, the Company may request information from the undersigned that will help the Company to identify the undersigned (and in the case of subscribers that are entities, the undersigned’s beneficial owners), including without limitation the Company’s physical address, tax identification number, organizational documents, certificate of good standing, license to do business, or any other information that the Company deems necessary. The undersigned agrees to provide to the Company any additional information regarding the undersigned that the Company deems necessary or appropriate to ensure compliance with the Patriot Act, or any successor law, whether now or in the future. (k) Except as set forth in this Subscription Agreement, no representations or warranties have been made to the undersigned by the Company, or any director, officer, employee, agent or affiliate of any of them. (l) The undersigned is not an affiliate of the Company. (m) The undersigned, if a natural person, has accurately set forth his, her or its state or country of residence on the signature pages hereto where indicated. The undersigned, if a corporation, partnership, corporation, trust or other entity; (i) The undersigned , has enclosed with this Agreement appropriate evidence accurately set forth such undersigned’s jurisdiction of the authority of the individual executing this Agreement to act organization on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability as a purchaser of the Shares and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such personpages hereto where indicated.

Representations and Warranties of the Undersigned. The undersigned hereby represents and warrants to the Company as follows: (a) The undersigned is acquiring the Securities for its own account, for investment and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933, as amended (the "ACT"), and applicable state securities laws. (b) The undersigned understands that (A) the Shares are being offered Securities (1) have not been registered under the Act or any state securities laws, (2) will be issued in reliance upon an exemption from the registration and sold prospectus delivery requirements of the Act pursuant to the exemption from registration provided for in Section 4(2) thereof and/or Regulation D thereunder, (3) will be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings and (4) must be held by the undersigned indefinitely, and (B) the undersigned must therefore bear the economic risk of such investment indefinitely unless a subsequent disposition thereof is registered under the Act and applicable state securities laws or is exempt therefrom. The undersigned further understands that such exemptions depend upon, among other things, the BONA FIDE nature of the investment intent of the undersigned expressed herein. Pursuant to the foregoing, the undersigned acknowledges that the certificates representing the Securities acquired by the undersigned shall bear a restrictive legend substantially as follows: "The Securities represented by this certificate are subject to restrictions on transfer under the Securities Act of 1933, as amended, (the "Act")and state securities laws, and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants as follows: (a) The undersigned (X) if an individual (I) is a citizen of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction; (b) The undersigned has read and fully considered the section in the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is offered for sale, sold, assigned, transferred, pledged or otherwise disposed of unless registered under the Act applicable securities laws or an exemption from until the Company has received advice of its counsel that the Securities may be transferred without such registration registration." In addition, the Warrants shall bear a restrictive legend substantially as follows: "The Transfer of this Warrant and the Shares of Common Stock issuable upon exercise hereof is availablesubject to compliance with the conditions specified in this Warrant, and no transfer of this Warrant or such shares shall be valid until such conditions have been satisfied." (c) The undersigned is able (I) to bear the economic risk of this investmenthas knowledge, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means of providing for current needs and personal contingencies, and has no need for liquidity in this investment; (d) The undersigned has such knowledge skill and experience in financial financial, business and business investment matters that he/she relating to an investment of this type and is capable of evaluating the merits and risks of such investment and protecting the undersigned's interest in connection with the acquisition of the Securities. The undersigned understands that the acquisition of the Securities is a speculative investment and involves substantial risks and that the undersigned could lose its entire investment in the Securities. To the extent deemed necessary by the undersigned, the undersigned has retained, at its own expense, and relied upon, appropriate professional advice regarding the investment, tax and legal merits and consequences of purchasing and owning the Securities. The undersigned has the ability to bear the economic risks of its investment in the Company, including a complete loss of the investment, and the undersigned has no need for liquidity in such investment. (d) The undersigned has been furnished by the Company all information (or provided access to all information) regarding the business and financial condition of the Company, its expected plans for future business activities, the attributes of the Securities and the merits and risks of an investment in the Shares Securities which the undersigned has requested or which is otherwise required to provide full disclosure of material facts regarding an investment in the Securities. Such disclosures include, without limitation, information concerning the Rescission Offer (defined in Section 4(h) hereof) and the liabilities of making informed investment decision;the Company associated therewith, as set forth in the draft dated July ___, 1998, of the Company's Registration Statement on Form SB-2 (the "REGISTRATION STATEMENT"), a copy of which has been received and reviewed by the undersigned. (e) The In making the proposed investment decision, the undersigned confirms that, in making his decision to purchase the Shares, he/she has relied is relying solely upon independent on investigations made by him/her and/or by his/her the undersigned and the undersigned's representatives, including his own professional tax and other advisors, and . The offer to sell the Securities was communicated to the undersigned in such a manner that he and such representatives and advisors have been given the opportunity undersigned was able to ask questions of, of and to receive answers from, officers from the management of the Company and Counsel to the Company concerning the terms and conditions of this offeringthe proposed transaction and that at no time was the undersigned presented with or solicited by or through any leaflet, and to obtain public promotional meeting, television advertisement or any additional information, to the extent such persons possess such information other form of general or can acquire it without unreasonable effort public advertising or expense, necessary to verify the accuracy of the information set forth in the Memorandum;solicitation. (f) The Shares hereby subscribed for are being acquired by the undersigned In good faith solely for his/her own personal account, for investment purposes only, and are not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; acknowledges that the undersigned has no contract or arrangement with any person to sell, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is available. (g) The undersigned consents to the placement of a legend, until the shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as followsadvised that: "THE SHARES REPRESENTED BY THIS CERTIFICATE SECURITIES HAVE NOT BEEN REGISTERED WITH APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF ANY REPRESENTATIONS BY THE COMPANY. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. IN MAKING AN INVESTMENT DECISION THE UNDERSIGNED MUST RELY ON ITS OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF ANY REPRESENTATION. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SALE OR OTHER DISPOSITION UNDERSIGNED IS AWARE THAT IT MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES THIS INVESTMENT FOR AN OPINION INDEFINITE PERIOD OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDERTIME."; (g) The undersigned acknowledges and is aware that there has never been any representation, guarantee or warranty made by the Company or any officer, director, employee or agent or representative of the Company, expressly or by implication, as to (i) the approximate or exact length of time that the undersigned will be required to remain an owner of the Securities; (ii) the amount of or type of consideration, profit or loss to be realized, if any, as a result of this investment; or (iii) that the past performance or experience of the Company, or any future expectations, will in any way indicate predictable results of the ownership of Securities or of the overall financial performance of the Company. (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence agrees to furnish the Company such other information as the Company may reasonably request in order to verify the accuracy of the authority information contained herein and agrees to notify the Company immediately of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment any material change in the Company has been affirmatively authorized by information provided herein that occurs prior to the governing board Company's acceptance of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Actthis subscription. The foregoing representations and warranties and undertakings, undertakings are made by the undersigned and on behalf of the undersigned with the intent that they be relied upon in determining his its suitability as a purchaser of the Shares an investor and the undersigned hereby agrees that such representations and warranties shall survive his its purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such personSecurities.

Representations and Warranties of the Undersigned. The undersigned understands that To induce the Shares are being offered and sold pursuant ------------------------------------------------- Company to accept the exemption from registration provided for in Section 4(2) of the Securities Act of 1933undersigned's subscription, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants as followsto the Company that: (a) The undersigned (X) the undersigned, if an individual (I) individual, has reached the age of majority in the jurisdiction in which he resides, is a citizen bona fide resident of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled jurisdiction contained in the State address set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdictionthis Subscription Agreement, or (Y) if a partnershipis legally competent to execute this Subscription Agreement, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile does not intend to any other state or change residence to another jurisdiction; (b) The the undersigned, if an entity, is duly authorized to execute this Subscription Agreement and this Subscription Agreement, when executed and delivered by the undersigned, will constitute a legal, valid and binding obligation enforceable against the undersigned has read in accordance with its terms; and fully considered the section in execution, delivery and performance of this Subscription Agreement and the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree consummation of risk the transactions contemplated hereby have been duly authorized by all requisite corporate or other necessary action on the part of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available.undersigned; (c) The the Securities subscribed for hereby are being acquired by the undersigned for investment purposes only, for the account of the undersigned and not with the view to any resale or distribution thereof except as permitted under Section 7 hereof, and the undersigned is able (I) not participating, directly or indirectly, in a distribution of such Securities and will not take, or cause to bear the economic risk of this investmentbe taken, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; any action that would cause the undersigned has adequate means to be deemed an "underwriter" of providing for current needs and personal contingencies, and has no need for liquidity such Securities as defined in this investmentSection 2(11) of the Act; (d) The the undersigned has such knowledge had access to all materials, books, records, documents and experience in financial and business matters that he/she is capable of evaluating the merits and risks of an investment in the Shares and of making informed investment decision; (e) The undersigned confirms that, in making his decision to purchase the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel information relating to the Company concerning which the terms undersigned has requested, including the SEC Filings and conditions of this offering, the Term Sheet and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary has been able to verify the accuracy of the information contained therein; (e) the undersigned acknowledges and understands that investment in the Securities involves a high degree of risk, including, without limitation, the risks set forth in the Memorandum; (f) The Shares hereby subscribed for are being acquired by the undersigned In good faith solely for his/her own personal account, for investment purposes only, and are not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement with any person to sell, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered SEC Filings under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is available. (g) The undersigned consents to the placement of a legend, until the shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: captions "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investorCertain Factors That May Affect Future Operating Results," as such term is defined in Rule 501 "Factors Which May Affect Future Results" and "Management's Discussion and Analysis of Regulation D under the Act. The foregoing representations Financial Condition and warranties and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability as a purchaser Results of the Shares and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such person.Operations;"

Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered and sold pursuant to the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of To induce the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition to accept the undersigned's subscription, the undersigned hereby represents and warrants as followsto the Company that: (a) The undersigned (X) the undersigned, if an individual (I) individual, has reached the age of majority in the jurisdiction in which he resides, is a citizen bona fide resident of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled jurisdiction contained in the State address set forth on the signature page hereof of this Subscription Agreement, is legally competent to execute this Subscription Agreement, does not intend to change residence to another jurisdiction and has no present intention of becoming is not a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdictionCanada; (b) The the undersigned, if an entity, is duly authorized to execute this Subscription Agreement and this Subscription Agreement, when executed and delivered by the undersigned, will constitute a legal, valid and binding obligation enforceable against the undersigned has read in accordance with its terms; and fully considered the section in execution, delivery and performance of this Subscription Agreement and the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree Subagmt January 5, 1999 -4- 5 consummation of risk the transactions contemplated hereby have been duly authorized by all requisite corporate or other necessary action on the part of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available.undersigned; (c) The the Shares subscribed for hereby are being acquired by the undersigned for investment purposes only, for the account of the undersigned and not with the view to any resale or distribution thereof except as permitted under Section 6 hereof, and the undersigned is able (I) not participating, directly or indirectly, in a distribution of such Shares and will not take, or cause to bear the economic risk of this investmentbe taken, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; any action that would cause the undersigned has adequate means to be deemed an "underwriter" of providing for current needs and personal contingencies, and has no need for liquidity such Shares as defined in this investmentSection 2(11) of the Act; (d) The the undersigned has had access to all materials, books, records, documents and information relating to the Company which the undersigned has requested, including (i) the SEC Filings and (ii) the Company's Proxy Statement dated April 27, 1998 (the "Proxy Statement"), and has been able to verify the accuracy of the information contained therein; (e) the undersigned acknowledges and understands that investment in the Share involves a high degree of risk, including without limitation, the risks set forth in the SEC Filings under the captions "Factors Affecting Future Operating Results" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" as well as those risk factors set forth in Annex A; (f) the undersigned acknowledges that the undersigned has been offered an opportunity to ask questions of, and receive answers from, officers of the Company concerning all material aspects of the Company and its business and the Offering, and that any request for such information has been fully complied with to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; (g) the undersigned has such knowledge and experience in financial and business matters that he/she the undersigned is capable of evaluating the merits and risks of an investment in the Shares Company and can afford a complete loss of making informed his investment decisionin the Company; (eh) The undersigned confirms thathas, in making his connection with its decision to purchase the Shares, he/she has relied solely upon independent investigations the SEC Filings and the Proxy Statement. The Undersigned has not relied upon any representations or other information (whether oral or written) from the Company, the Placement Agent or any of its agents other than as set forth herein and no oral or written representations have been made by him/her and/or by his/her representatives, including his own professional tax and other or oral or written information furnished to the undersigned or its advisors, and that he and such representatives and advisors have been given if any, in connection with the opportunity to ask questions of, and to receive answers from, officers offering of the Company Shares which were in any way inconsistent with the SEC filings and Counsel to the Company concerning the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in the Memorandum; (f) The Shares hereby subscribed for are being acquired by the undersigned In good faith solely for his/her own personal account, for investment purposes only, and are not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement with any person to sell, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is available. (g) The undersigned consents to the placement of a legend, until the shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entityProxy Statement; (i) The undersigned represents and warrants to and covenants with the Company that the undersigned has enclosed with this Agreement appropriate evidence not engaged and will not engage in any sales of the authority Shares, including a short sale covered by the Shares, prior to the effectiveness of the Resale Registration Statement (as defined in Section 6), except to the extent that any such short sale is fully covered by shares of Common Stock of the Company other than the Shares; (j) the undersigned recognizes that no governmental agency has passed upon or endorsed the merits of the issuance of the Shares or made any finding or determination as to the fairness of this Offering; (k) if the undersigned is purchasing the Shares subscribed for hereby in a representative or fiduciary capacity, the representations and warranties contained herein shall be deemed to have been made on behalf of the person or persons for whom such Shares are being purchased; (l) the undersigned has not entered into any agreement to pay commissions to any persons with respect to the purchase or sale of the Shares, except commissions for which the undersigned will be responsible; (m) the undersigned acknowledges that the Company will pay to Sunrise Securities Corp. with respect to the sale of the Shares by the Company to the undersigned (except to the extent otherwise provided in Annex A) (i) a commission of 5.0% of the aggregate Purchase Price and a non-accountable expense allowance of 3.0% thereof, payable in either case at the option of Sunrise Securities Corp. in cash or shares of Common Stock valued at the Purchase Price less the commission and non-accountable expense allowance, and (ii) five-year warrants to purchase, at a purchase price of $5.00 per share, that number of shares of Common Stock equal to 10% of the number of Shares being purchased by the undersigned hereunder; (n) all information which the undersigned has provided to the Company concerning his financial position is correct and complete as the date set forth below, and if there should be any change in such information prior to the undersigned's acceptance as a security holder of the Company, the undersigned will immediately provide such information to the Company and will promptly send confirmation of such information to the Company and the Placement Agent; (o) the undersigned is not subscribing for the Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio or presented at any seminar or meeting to which the public was invited; (p) the undersigned is an "Accredited Investor" as that term is defined in Section 501(a) of Regulation D promulgated under the Act. Specifically the undersigned is (check appropriate item(s)): |_| (i) a bank as defined in Section 3(a)(2) of the Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act whether acting in its Subagmt January 5, 1999 -6- 7 individual executing this Agreement or fiduciary capacity; a broker or dealer registered pursuant to act on Section 15 of the Exchange Act; an insurance company as defined in Section 2(13) of the Act; 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; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) of (d) of the Small Business Investment Act of 1958; a plan established and maintained by a state, its behalf (i.e.political subdivisions, for the benefit of its employees, if a trustsuch plan has total assets in excess of $5,000,000, a copy an employee benefit plan within the meaning of the trust agreement; Employment Retirement Income Security Act of 1974, if the investment decision is made by a corporationplan fiduciary, as defined in Section 3(21) of such Act, which is either a certified corporation resolution authorizing bank, savings and loan association, insurance company, or registered investment advisor, or if the signature and a copy employee benefit plan has total assets in excess of the articles of incorporation; $5,000,000, or if a partnershipself-directed plan, a copy of the partnership agreement), with investment decisions made solely by persons that are Accredited Investors; (ii) The undersigned represents and warrants that it was a private business development company as defined in Section 202(a)(22) of the investment Advisers Act of 1940; (iii) an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, corporation, Massachusetts or similar business trust, or partnership, not organized or reorganized formed for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf with total assets in excess of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and$5,000,000; (iv) The undersigned represents a director or executive officer of the Company; (v) a natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his or her purchase exceeds $1,000,000; (vi) a natural person who had an individual income (not including his or her spouse's income) in excess of $200,000 in 1996 and 1997 or joint income with his or her spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching such income level in 1998; (vii) a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring Shares, whose purchase is directed by a person having such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks entailed in the purchase of Shares; or Subagmt January 5, 1999 -7- 8 (viii) an "accredited investor," as such term is defined entity in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability as a purchaser which all of the Shares and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Sharesequity owners are Accredited Investors. By executing (If this Agreementalternative is checked, the undersigned represents must identify each equity owner and provide statements signed by each demonstrating how each is qualified as an Accredited Investor.) (q) the undersigned certifies that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreementherein concerning the Undersigned are true and correct as of the date hereof, each representation and warranty and undertaking made herein shall be a joint true and several representation, warranty or undertaking accurate as of each such personthe date of the acceptance hereof by the Company and shall survive thereafter.

Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered and sold pursuant to the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants as follows: (a) The undersigned (Xi) is over the age of 21 (if an individual (I) is a citizen of the United States, and at least 21 years of age, and individual); (ii) has adequate means of providing for the undersigned's current needs and possible contingencies, and the undersigned has no need for liquidity of the undersigned's investment in the Company; (iii) can bear the economic risk of losing the undersigned's entire investment therein; (iv) has such knowledge and experience in business and financial matters that the undersigned is a bonafide permanent resident capable of evaluating the relative risks and merits of this investment; (v) understands the speculative nature and uncertainty of the Company's business; (vi) not only can the undersigned bear the economic risk, but understands that the undersigned can lose his entire investment; and (vii) has carefully reviewed the definition of "Accredited Investor" attached hereto, and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction;an Accredited Investor. (b) The undersigned has read and fully considered acknowledges that the section in the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has securities offered herein have not been and are not being registered under the Act or State Securities Laws and may that the certificates received by the undersigned will bear a legend indicating that transfer of these securities is restricted by reason of the fact that the said securities have not be sold until such Common Stock is registered under the Act or an exemption from such registration is availablebeen so registered. (c) The undersigned is able (I) to bear the economic risk of this investment, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means of providing for current needs and personal contingencies, and has no need for liquidity in this investment; (d) The undersigned has such knowledge and experience in financial and business matters represents that he/she is capable of evaluating the merits and risks of an investment in the Shares and of making informed investment decision; (e) The undersigned confirms that, in making his decision to purchase the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel to the Company concerning the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in the Memorandum; (f) The Shares hereby subscribed for these shares are being acquired by the undersigned In good faith solely for his/, her or its own personal account, for investment purposes onlyonly and not with a view to resale or other distribution thereof, and are not being purchased for resalenor with the intention of selling, resyndication, distribution, subdivision transferring or fractionalization thereof; the undersigned has no contract or arrangement with any person to sell, transfer or pledge to any person the Shares otherwise disposing of all or any part thereofof such shares (or underlying securities) for any particular event or circumstances, any interest therein except for selling, transferring or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that as a result he/she must bear the economic risk disposing of said shares in full compliance with all applicable provisions of the investment for an indefinite period Act and the Securities Exchange Act of time because 1934, and the Shares have not been registered under Rules and Regulations promulgated by the Act and, therefore, cannot Securities and Exchange Commission thereunder. The undersigned further understands and agrees that such shares may be sold unless only if they are subsequently registered under the Act or an exemption from such registration under the Act is available, and that any routine sales of securities made in reliance upon Rule 144 can be made only after the holding period specified in that Rule, and only in the amounts set forth in and pursuant to the other terms and conditions of that Rule. The undersigned understands that a stop order will be placed on the book and records of the transfer agent regarding the shares. (gd) The address set forth below is the undersigned's (if an individual) true and correct residence, and the undersigned consents has no present intention of becoming a resident of any other state or jurisdiction prior to the placement of a legend, until the shares are registered, date on the stock certificates evidencing which payment in full for the Shares being purchased, which legend shall will be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDmade. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust corporation or other entity;, such address is such entity's principal place of business. (ie) The undersigned's execution and delivery of this Agreement has been duly authorized by all necessary legal action. If the undersigned is a corporation or partnership, the undersigned is a duly organized and validly existing legal entity under the laws of its state of organization. (f) The undersigned has enclosed with this Agreement appropriate evidence been afforded the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of the authority offering and the business of the individual executing this Agreement Company and to act obtain any additional information which the Company possesses or could acquire without unreasonable effort or expense that is necessary to verify the accuracy of information contained herein; the undersigned desires no more information; (g) There are substantial restrictions on its behalf (i.e., if a trust, a copy the transferability of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy Shares. Each of the articles certificates representing securities acquired by the undersigned pursuant hereto will bear in substance the following legend: "These securities have not been registered under the Securities Act of incorporation; 1933, as amended. They may not be sold or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment transferred in the absence of an effective Registration Statement under that Act without an opinion of counsel satisfactory to the Company has been affirmatively authorized by the governing board of that such entity and Registration is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investor,required." as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties are true and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability accurate as a purchaser of the Shares date hereof and shall be true and accurate as of the undersigned hereby agrees that closing date of the Exchange (the "Closing Date"). If, in any respect, such representations and warranties shall survive his purchase of not be true and accurate prior to the Shares. By executing this AgreementClosing Date, the undersigned represents that he has read shall give written notice of such fact to the Company, specifying which representations and acknowledged each of warranties are not true and accurate and the representations set forth above. If more than one person is signing this Agreementreasons therefor, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such personif any.

Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered and sold pursuant to the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants to the Company as follows: (a) The undersigned (X) if an individual (I) is a citizen of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction; (b) The undersigned has read and fully considered the section in the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available. (c) 1. The undersigned is able (I) to bear the economic risk of this investment, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means of providing for current needs and personal contingencies, and has no need for liquidity in this investment; (d) The undersigned has such sophisticated investor with sufficient knowledge and experience in business and financial and business matters that he/she is capable of evaluating to evaluate the merits and substantial risks of an investment inherent in the Shares and of making informed investment decision;this Exchange Offer. (e) 2. The undersigned confirms thathas received Exhibit “A” – Designations, in making his decision to purchase Preferences and Rights of Series A Unregistered Preferred Stock and Exhibit “B” – Copy of the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax Company’s 2012 Annual Report on Form 10-K as filed with the U.S. Securities 1 and other advisorsExchange Commission, and that he and such representatives and advisors have been given has had the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel its representatives, with respect to the Company concerning and the terms and conditions of this offeringthe Exchange Offer. The Company hereby offers the undersigned and the undersigned’s representatives, and to obtain any additional informationif any, access to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy books and records of the information set forth in the Memorandum; (f) The Shares Company, which access is hereby subscribed for are being acquired acknowledged by the undersigned In good faith solely for his/her own personal accountand the undersigned’s representative, for investment purposes only, if any. All materials and are not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; information requested by the undersigned has no contract or arrangement with and the undersigned’s representatives, if any, including any person information requested to sellverify any information furnished, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the have been made available. 3. The undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares Exchange Securities have not been registered under the Securities Act andof 1933, therefore, cannot be sold unless they are subsequently registered as amended (the “Securities Act”) and as a class under the Securities Exchange Act or an exemption from such registration of 1934, as amended, and any applicable state securities laws, and are “restricted securities” within the meaning of Rule 144 promulgated under the Securities Act and pursuant to the provisions of the applicable state securities or other laws. The undersigned understands that there is availableno public market for the Exchange Securities and it is anticipated by the Company that a market for the Exchange Securities will not develop. (g) 4. The undersigned consents accepts the Exchange Offer for the undersigned’s own account and not for the account of any other person and Exchange Securities will be acquired for investment purposes only and not with a view of further distribution or resale thereof without compliance with the Securities Act. 5. The undersigned acknowledges that the Exchange Securities to be issued to the placement of undersigned will be subject to a legend, until the shares are registered, on the stock certificates evidencing the Shares being purchased, which restrictive transfer legend shall be in a form substantially as follows: "THE SHARES SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDEDAMENDED (THE “ACT”). THE SALE SECURITIES MAY NOT BE SOLD, TRANSFERRED, OR OTHER DISPOSITION OTHERWISE DISPOSED OF IN THE ABSENCE OF EITHER A REGISTRATION STATEMENT UNDER THE ACT OR AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933ACT. 6. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence understands the meaning and legal consequences of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties warranties. Each such representation and undertakings, are made warranty shall survive the acquisition of the Exchange Securities by the undersigned. 7. The undersigned with understands that the intent that they be relied upon Company may in determining his suitability as a purchaser the future effect an underwritten public offering of the Shares and its securities. Accordingly, the undersigned hereby agrees that such representations and warranties shall survive his purchase to enter into an agreement prohibiting him from registering, selling, contracting to sell or otherwise disposing of the Shares. By executing this Agreement, the undersigned represents that he has read Exchange Securities and acknowledged each any shares of common stock of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty Company issued upon conversion of the Exchange Securities or undertaking in payment of each dividends respecting the Exchange Securities for such personperiod as the underwriter of such public offering(s) may reasonably request.

Representations and Warranties of the Undersigned. The undersigned represents and warrants to the Company as follows; a) The undersigned, either alone or with the assistance of his/her purchaser representative (as the term is defined under Rule 501(h) of Regulation D), if any, has had an opportunity to ask questions of and receive answers from duly designated representatives of the Company concerning the terms and conditions of the exchange and has been afforded an opportunity to examine such documents and other information which the undersigned or his/her representative, if any, has requested for the purpose of verifying the information set forth in the Agreement and Plan of Merger referred to above and for the purpose of answering any questions the undersigned or his/her representative, if any, may have concerning the business and affairs of the Company. b) The undersigned and his/her representative, if any, understand that no person has been authorized to give any information or to make any representations which were not contained in the Agreement and Plan of Merger or furnished pursuant to subparagraph (a) above and that the undersigned has not relied on any other representations or information. c) The undersigned acknowledges and understands that the Shares are being offered and sold pursuant to the exemption from registration provided for in Section 4(2) of these Securities have not been registered under the Securities Act of 1933, as amended, amended (the "Act"), and Rule 506 of Regulation D promulgated thereundermust be held indefinitely unless they are subsequently registered under the Act and/or applicable state securities laws, or exemptions from such registration are available. The Company is the only entity which may register its Securities under the Act and it is not contemplating registering any of its Securities. Furthermore, the Company has not made any representation, warranties, or covenants regarding the registration of the Securities or some other exemption under the Act. d) The undersigned further is aware that the Securities are and will be, when issued, "restricted securities" as that term is defined in Rule 144 (the "Rule") of the General Rules and Regulations under the Act. e) The undersigned is fully aware of the applicable limitations on the resale of the Securities. The Rule permits sales of "restricted securities" held for not less than two years and upon compliance with the requirements of the Rule. If the Rule is available to the undersigned, the undersigned may make only routine sales of securities in limited amounts in accordance with the terms and conditions of that Rule. f) The undersigned understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by and all certificates representing the Securities and Exchange Commission any and all securities issued in replacement thereof or by any administrative agency charged with in exchange therefore shall bear the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants as follows: (a) The undersigned (X) if an individual (I) is a citizen of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdictionfollowing legend, or (Y) if a partnershipone substantially similar thereto, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction; (b) which The undersigned has read and fully considered the section in the Memorandum Entitled understands; "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has The Securities represented by this Certificate have not been registered under the Securities Act or State of 1933 (the Act) and are restricted securities as that term is defined in Rule 144 under the Act. The Securities Laws and may not be sold until such Common Stock is registered offered for sale, sold, or otherwise transferred except pursuant to an effective registration statement under the Act or pursuant to an exemption from registration under the Act, the availability of which is to be established to the satisfaction of the Company." g) In addition, the certificates representing the Securities, and any and all securities issued in replacement thereof or in exchange therefore, shall bear such registration is availablelegend as may be required by the securities laws of the state in which the undersigned resides. (ch) Because of the restrictions imposed on resale, the undersigned understands that the Company shall have the right to note stop-transfer instructions in the stock transfer records, and the undersigned has been informed of the Company's intention to do so. Any sales, transfers, or any other dispositions of the Securities by the undersigned, if any, will be in compliance with the Act. i) The undersigned is able (I) to bear acknowledges that, either directly or with the economic risk assistance of this investment, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; his/her the undersigned has adequate means of providing for current needs and personal contingenciesRepresentative, and has no need for liquidity in this investment; (d) if any, The undersigned has such knowledge and experience in financial and business matters that he/she is capable of evaluating the merits and risks of as to make an investment in the Shares and of making informed investment decision; (e) The undersigned confirms that, in making his decision to purchase the Shares, he/she has relied solely based upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel to the Company concerning the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in the Memorandum;Agreement and Plan of Reorganization and such additional information as the undersigned may have requested and received from the Company. (fj) The Shares hereby subscribed for are being acquired by undersigned further represents that the undersigned In good faith solely for his/her own personal account, for investment purposes only, and are not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement with any person to sell, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that as a result he/she must can bear the economic risk of loss of his/her entire investment; that the address set forth below is his/her principal residence [or, if The undersigned is a corporation, partnership or other entity, the address of its principal place of business]; that The undersigned intends the exchange of the Securities for the undersigned's own account and not, in whole or in part, for the account of any other person; the undersigned is purchasing the Securities for investment and not with a view to public resale or distribution; and that the undersigned has not formed any entity for an indefinite period the purpose of time because purchasing the Shares have not been registered under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is availableSecurities. (gk) The undersigned consents to understands that the placement of a legend, until the shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned Company is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make relying upon the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, are statements made by the undersigned with the intent that they be relied upon undersigned, in determining his suitability as a purchaser of the Shares this Investment Letter, and the undersigned hereby agrees that such representations and warranties shall survive his purchase statements made by the undersigned's Representative, if the undersigned has utilized the services of the Sharesa Purchaser Representative. By executing this AgreementIn Witness Whereof, the undersigned represents that he has read and acknowledged each duly executed this Investment Letter as of the representations set forth abovedate indicated hereon. If more than one person is signing this AgreementDated: ______________, each representation and warranty and undertaking made herein shall be a joint and several representation2004 Very truly yours, warranty ---------------------------------------------- (signature) ---------------------------------------------- (print name in full) ---------------------------------------------- (street address) ---------------------------------------------- (city, state, zip) ---------------------------------------------- (social security number or undertaking of each such person.employer identification number)

Representations and Warranties of the Undersigned. The undersigned represents, warrants, and agrees as follows: a. The undersigned understands that the Shares are being offered and And sold pursuant to under the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (and Section 90.530(11) of the "Act")Nevada Revised Statutes, and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands as amended, that he it is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandumor, that no documents relating to this private placement as such have transaction has not been filed with or reviewed scrutinized by the United States Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All state because of the private aspects of the offering, that all documents, records records, and books pertaining to this investment investment, have been made available to the undersigned and his its representatives, including without limitation his attorney and/or his accountantif any, and that the books and records of the Company are and will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition This offer to purchase securities originated with the undersigned hereby represents subscriber and warrants as follows:the subscriber was not solicited by the company. The subscriber has reviewed the Company's annual and quarterly periodic reports filed with the Securities and Exchange Commission. (a) b. The undersigned (X) if an individual (I) is a citizen of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled Limited Liability Company organized in the State set forth on of Texas. c. The undersigned is an "accredited investor" as defined in the signature page hereof By federal and state securities laws; and if not then the purchaser represents that By virtue of its business and financial experience or financial experience of its professional advisors who are unaffiliated with and who are not compensated, to the best of its knowledge, by the issuer or any affiliate or selling agent of the issuer, directly or indirectly, can be reasonably assumed to have the capacity to protect its own interests in connection with this transaction. d. The undersigned understands and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction; (b) The undersigned has read and fully considered for purposes Of this investment the section in associated risks and the Memorandum Entitled "Risk Factors" restricted transferability of Shares, and understands that shares (i) the Shares are extremely a speculative investments with investment which involve a high degree of risk of lossloss by the undersigned of its investment therein, and (ii) there are substantial restrictions on the transferability of, and there will be no public market for the Shares Shares, and accordingly, it may not be possible for him or her to liquidate an its investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available.Shares in case of emergency; (c) e. The undersigned is able (Ii) to bear the economic risk of this investmentinvestment for an indefinite period, and (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means of providing for current needs and personal contingencies, and has no need for liquidity in this investment; (d) f. The undersigned has such knowledge and experience in financial and business matters that he/she is capable of evaluating the merits and risks of an investment in the Shares and of making informed investment decision; (e) The undersigned confirms thatundersigned, in making his its investment decision to purchase the Shares, he/she the Subscriber has relied solely upon independent investigations made by him/her it and/or by his/her representatives, including his own professional tax it's representative(s) and other advisors, and that he the undersigned and any such representatives and advisors witnesses have been given the opportunity to ask questions of, and to receive answers from, officers persons acting on behalf of the Company and Counsel to concerning the Company concerning and the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in the Memorandum;. (f) g. The Shares hereby subscribed for are being acquired by the undersigned In in good faith solely for his/her its own personal account, for investment purposes only, and are not being purchased with a view to or for the resale, resyndication, distribution, subdivision subdivision, or fractionalization thereof; the undersigned has no contract contract, undertaking, understanding, agreement, or arrangement arrangement, formal or informal, with any person to sell, transfer transfer, or pledge to any person the Shares Shares, or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract contract, undertaking, agreement, or arrangement; and he/her he or she understands that as a result he/the legal consequences of the foregoing representations and warranties to mean that he or she must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered under the Act applicable securities laws, and, therefore, cannot be sold unless they are subsequently registered under such laws (which the Act Company is not obligated to do) or an exemption from such registration is available; h. The undersigned understands that the Company is relying on the truth and accuracy of the representations, declarations, and warranties herein made by him or her in offering the Shares for sale to him or her without having first registered the same under the Act is available.Act; (g) i. The undersigned consents to the placement of a legend, until the shares are registered, legend on the stock certificates evidencing certificate for the Shares being purchasedShares, which legend shall will be in a form substantially as follows: "THE THESE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 19331933 ("1933 ACT"), AS AMENDED, OR UNDER THE SECURITIES ACT OF NEVADA, OR UNDER ANY OTHER STATE OR FOREIGN GOVERNMENT SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT REGISTRATION UNDER THE SALE OR 1933 ACT, THE SECURITIES ACT OF NEVADA, AND ANY OTHER DISPOSITION OF THE SHARES IS PROHIBITED APPLICABLE STATE SECURITIES LAWS UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT TRANSFER DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT, THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT NEVADA, OR ANY OTHER STATE OR FOREIGN GOVERNMENT SECURITIES LAWS; AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH HAVE BEEN PURCHASED PURSUANT TO THE AFORESAID ACT TERMS AND CONDITIONS OF A PROMISSORY NOTE AND WILL BE HELD IN ESCROW BY THE RULES AND REGULATIONS THEREUNDERCOMPANY UNTIL THE NOTE IS PAID IN FULL."; (h) FOR PARTNERSHIPSj. The undersigned further consents to the placing of a stop transfer order on the books of the Company, CORPORATIONSand with any transfer agents, TRUSTSagainst the Shares, OR OTHER ENTITIES ONLY: in accordance with the restrictions set out in the above legend; and k. If the undersigned is a corporation, partnership, corporation, trust or other entity; (i) The , the undersigned has enclosed with this Agreement appropriate evidence and the individual representative of the authority of the individual undersigned who is executing this Agreement to act on its behalf (i.e., if a trust, a copy each hereby represent and warrant that the purchase of the trust agreement; if a corporationshares of Common Stock pursuant to this Subscription Agreement has been duly authorized by all necessary corporate, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of or other action; that such individual is duly authorized to bind the partnership agreement), (ii) The undersigned represents to this Agreement; and warrants that it the undersigned was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment investing in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the ActCompany. The foregoing representations representations, and warranties warranties, and undertakings, undertakings are made by the undersigned with the intent that they be relied upon in determining his its suitability as a purchaser of the Shares and the undersigned hereby agrees that such representations and warranties shall will survive his purchase the delivery of the certificate for such Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such person.

Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered and sold pursuant undersigned, in order to the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of induce the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned to accept this Offer, hereby warrants and represents and warrants as follows: (aA) The undersigned represents that he, she or it (Xi) if an individual (I) is a citizen of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction; (b) The undersigned has read and fully considered the section in the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available. (c) The undersigned is able (I) to bear the economic risk of this investment, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means of providing for his current financial needs and possible personal contingencies, and has no need for liquidity of investment in this investment;the Shares; (ii) can afford to (a) hold unregistered securities for an indefinite period of time as required and (b) sustain a complete loss of the entire amount of the subscription; and (iii) has not made an overall commitment to investments which are not readily marketable which is disproportionate so as to cause such overall commitment to become excessive. (dB) The undersigned represents that he, she or it is an Accredited Investor as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended. In general, an "Accredited Investor" is deemed to be an institution with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. (C) The Company has not made any other representations or warranties to the undersigned with respect to the Company except as contained herein. (D) The undersigned has not authorized any person or institution to act as his Purchaser Representative (as that term is defined in Regulation D of the General Rules and Regulations under the Act) in connection with this transaction. The undersigned has such knowledge and experience in financial financial, investment and business matters that he/, she or it is capable of evaluating the merits and risks of an the prospective investment in the Shares and of making informed Shares. The undersigned has consulted with such independent legal counsel or other advisers as he, she or it has deemed appropriate to assist the undersigned in evaluating the proposed investment decision;in the Shares. (eE) The undersigned confirms thathas reviewed, in making his decision to purchase the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have or been given the opportunity to review, the Company's SEC Reports (as defined below). The undersigned has also been afforded the opportunity to ask questions of, and to receive answers from, the officers and/or directors of the Company and Counsel to the Company concerning the terms and conditions of this offering, the Offering and to obtain any additional information, to the extent such persons possess that the Company possesses such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information furnished; and has availed himself of such opportunity to the extent he, she or it considers appropriate in order to permit the undersigned to evaluate the merits and risks of an investment in the Shares. (F) The undersigned acknowledges that none of the Shares has been registered under the Act in reliance on an exemption for transactions by an issuer not involving a public offering based on the undersigned's representations set forth in herein, and further understands that the Memorandum;undersigned is purchasing the Shares without being furnished any prospectus or offering memorandum setting forth all of the information that would be required to be furnished under the Act. (fG) The undersigned further acknowledges that this Offering has not been passed upon or the merits thereof endorsed or approved by any state or federal authorities. (H) The Shares hereby being subscribed for are being acquired by solely for the account of the undersigned In good faith solely for his/her own personal accountinvestment and not with a view to, or for investment purposes onlyresale in connection with, any distribution in any jurisdiction where such sale or distribution would be precluded. By such representation, the undersigned means that no other person has a beneficial interest in the Shares subscribed for hereunder, and are that no other person has furnished or will furnish directly or indirectly, any part of or guarantee the payment of any part of the consideration to be paid to the Company in connection therewith. The undersigned does not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement with any person intend to sell, transfer or pledge to any person the Shares dispose of all or any part thereofof the except in compliance with the provisions of the Act and applicable state securities laws and understands that the Shares are being offered pursuant to a specific exemption under the provisions of the Act, any interest therein or any rights thereto; which exemption(s) depends, among other things, upon compliance with the provisions of the Act. By making the foregoing representation, the undersigned has no present plans is not agreeing to enter into hold the securities for any particular period of time. (I) Unless the Shares are subject to an effective registration statement, the undersigned further represents and agrees that the undersigned will not sell, transfer, pledge or otherwise dispose of or encumber the Shares unless prior to any such contract sale, transfer, pledge, disposition or arrangement; encumbrance, the undersigned will, if requested, furnish the Company and he/her understands its transfer agent with an opinion of counsel satisfactory to the Company in form and substance that as a result he/she must bear registration under the economic risk Act or applicable state securities laws is not required. (J) The undersigned hereby agrees that the following or similar legend shall be on the face of the investment for an indefinite period of time because certificates evidencing the Shares Shares: "These securities have not been registered under the Securities Act andof 1933, therefore, canas amended (the "Act") or under the securities laws of any state. They may not be sold unless they are subsequently registered sold, offered for sale, pledged or hypothecated in the absence of a registration statement in effect with respect to the securities under such act or an opinion of counsel reasonably satisfactory to the company that such registration is not required pursuant to a valid exemption therefrom under the Act or an exemption from Act." In addition, the undersigned agrees that the Company may place "stop transfer" orders with its transfer agents with respect to each certificate evidencing the Shares in order to implement the restrictions set forth in this Subscription Agreement. Certificates evidencing the Shares shall not contain any legend (including the legend set forth above), (i) after the declaration of effectiveness of a registration statement and thereafter while such registration statement (including the Registration Statement, as defined in Section 5(B)(1) below) covering the resale of such security remains in effect under the Securities Act, or (ii) following any sale of such Shares pursuant to Rule 144, or (iii) if such Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Staff of the Commission). The Company shall cause its counsel to issue a legal opinion to the Company's transfer agent promptly after the Effective Date if required by the Company's transfer agent to effect the removal of the legend hereunder. The Company agrees that following the Effective Date or at such time as such legend is availableno longer required under this Section (3)(J), it will, no later than five Trading Days following the delivery by an Investor to the Company or the Company's transfer agent (provided, in such case, that notice of the same have been furnished to the Company) of a certificate representing Shares issued with a restrictive legend (such date, the "Legend Removal Date"), exercise its best efforts to deliver or cause to be delivered to such Investor a certificate representing such Securities that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section (K) The undersigned hereby acknowledges that the Placement Agent, its affiliates and/or its beneficial owners may subscribe for Shares. (g) The undersigned consents to the placement of a legend, until the shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (iL) The undersigned has enclosed with this Agreement appropriate evidence of completed or caused to be completed the authority of the individual executing this Agreement Investor Suitability Questionnaire attached to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf as Appendix I and the Selling Security Holder Questionnaire, attached to this Subscription Agreement as Appendix II (collectively, the "Questionnaires"), for use in preparation of the Registration Statement, and the answers to such Questionnaires are true and correct as of the date of this Subscription Agreement and will be true and correct as of the effective date of the Registration Statement; provided that the undersigned shall be entitled to update such information by providing written notice thereof to the Company before the effective date of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents Registration Statement. The undersigned certifies that each of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, set forth in subsection (A) through (L) inclusive of this Section 3 are made by the undersigned with the intent that they be relied upon in determining his suitability true as a purchaser of the Shares date hereof and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such persondate.

Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered and sold pursuant to the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder4.1. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby Undersigned represents and warrants to HALO as followsfollows and acknowledges that HALO is relying upon such representations and warranties in connection with the transactions contemplated by this Agreement: (a) The undersigned (X) if an individual (I) is a citizen of 4.1.1. the United StatesUndersigned has the legal capacity, power and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction; (b) The undersigned has read and fully considered the section in the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available. (c) The undersigned is able (I) to bear the economic risk of this investment, (ii) authority to hold the Shares indefinitelyHALO shares owned by him at the Time of Closing, to enter into this Agreement and (iii) presently to afford a complete loss transfer the legal and beneficial title and ownership of this investment; the undersigned has adequate means HALO shares to HALO free of providing for current needs and personal contingencies, and has no need for liquidity in this investmentall encumbrances; (d) The undersigned 4.1.2. the Undersigned not been provided with any offering memorandum or similar disclosure document, including financial information, in respect of HALO or its subsidiary, NLRs current or proposed business activities; 4.1.3. the Undersigned has such knowledge and experience in financial and business matters that he/she is as to be capable of evaluating the merits and risks of an investment in the Shares common shares of NLR (the SECURITIES) and the Undersigned is able to bear the economic risk of making informed investment decisionloss of his/her/its entire investment; (e) The undersigned confirms that, in making his decision 4.1.4. HALO has provided to purchase the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given Undersigned the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel to the Company concerning the terms and conditions of this offering, the offering and he/she/it has had access to obtain any additional information, to the extent such persons possess such information concerning HALO and NLR as he/she/it has considered necessary or can appropriate in connection with his/her/its investment decision to acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in the MemorandumSecurities; (f) The Shares hereby subscribed for are being acquired by 4.1.5. the undersigned In good faith solely Undersigned is acquiring the Securities for his/her her/its own personal account, for investment purposes only, only and are not being purchased for with a view to any resale, resyndication, distribution, subdivision distribution or fractionalization thereof; other disposition of the undersigned has no contract Securities in violation of the United States or arrangement British Columbia securities laws; 4.1.6. the Undersigned understands that the Securities have not been and will not be registered under the Securities Act or the securities laws of any state of the United States and that the sale contemplated hereby is being made in reliance on an exemption from such registration requirements; 4.1.7. the Undersigned understands that the Securities are being offered without a prospectus being filed with any person to sell, transfer or pledge to any person securities commission in Canada and that the Shares or any part thereof, any interest therein or any rights thereto; sale contemplated hereby is being made in reliance on an exemption from prospectus requirements in Canada; 4.1.8. the undersigned Undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that not purchased the Securities as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising; 4.1.9. if the Undersigned decides to offer, sell or otherwise transfer any of the Securities, he/she must bear she/it will not offer, sell or otherwise transfer any of such Securities directly or indirectly, unless: (i) the economic risk sale is to NLR; (ii) the sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the Securities Act and in compliance with applicable local laws and regulations; (iii) the sale is made outside of the investment for Province of British Columbia in a transaction meeting the requirements of Multi-Lateral Instrument 45-102 under Canadian securities law; (iv) the sale is made pursuant to the exemption from the registration requirements under the Securities Act provided by Rule 144 there under and in accordance with any applicable state securities or "Blue Sky" laws; or (v) the Securities are sold in a transaction that does not require registration under the Securities Act or any applicable state laws and regulations governing the offer and sale of securities, and it has prior to such sale furnished to NLR an indefinite period opinion of time because counsel reasonably satisfactory to NLR; 4.1.10. the Shares certificates representing the Securities will bear a legend stating that such Securities have not been registered under the Securities Act and, therefore, canor the securities laws of any state of the United States and may not be offered for sale or sold unless they are subsequently registered under the Securities Act and the securities laws of all applicable states of the United States or an exemption from such registration under the Act requirements is available.; (g) The undersigned consents to 4.1.11. the placement of certificate representing the Securities will bear a legendlegend stating that such Securities shall not be traded, unless permitted under securities legislation, until the shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; earlier of (i) The undersigned has enclosed with this Agreement appropriate evidence the date that is 12 months and a day after the date the issuer first became a reporting issuer in any of the authority of the individual executing this Agreement to act on its behalf (i.e.Alberta, British Columbia, Manitoba, Nova Scotia, Ontario, Quebec and Saskatchewan, if the issuer is a trust, a copy of the trust agreementSEDAR filer; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents the date that is 12 months and warrants that it was not organized or reorganized for a day after the specific purpose later of acquiring Shares(A) the distribution date, and and (iiiB) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make date the representations and warranties made herein on its behalf and this investment issuer become a reporting issuer in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents local jurisdiction of the entitypurchaser of the securities that are the subject of the trade; and (iv) The undersigned represents 4.1.12. the Undersigned understands and agrees that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, are made by there may be material tax consequences to the undersigned with the intent that they be relied upon in determining his suitability as a purchaser of an acquisition or disposition of the Shares Securities. HALO gives no opinion and makes no representation with respect to the tax consequences to the undersigned hereby agrees that such representations and warranties shall survive his purchase under United States, Canadian, state, provincial, local or foreign tax law of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each undersigned's acquisition or disposition of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such personSecurities.

Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered and sold pursuant to the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned Undersigned hereby represents and warrants warrants, and so long as followsthis General Security Agreement remains in effect shall be deemed to continuously represent and warrant, to Lender that: (a) The undersigned Except for the security interest created hereby, the other security interests granted by the Undersigned which are hereafter approved by Lender in writing prior to their creation or assumption, or which are Permitted Liens (Xas defined in subparagraph 4(e) if an individual (I) is a citizen hereof), the Undersigned is, or with respect to Collateral acquired after the date hereof will be, the sole beneficial owner of the United StatesCollateral, free and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident clear of any other State mortgage, lien, pledge, charge, security interest, hypothecation, adverse interest, encumbrance, tax or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction;assessment. (b) The undersigned has read and fully considered Undersigned has, or with respect to Collateral acquired after the section date hereof will have, the right to grant a security interest in the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree Collateral in favor of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is availableLender. (c) The undersigned To the extent applicable, each Account, Chattel Paper, Instrument, Document of Title, Intangible and Security which constitutes Collateral is able enforceable in accordance with its terms against the party obligated to pay the same (I) to bear the economic risk of this investment, (ii) to hold the Shares indefinitely"Third Party Debtor"), and (iii) presently the amount represented by the Undersigned to afford a complete loss of this investment; Lender from time to time as owing by each Third Party Debtor or by all Third Party Debtors will be the undersigned has adequate means of providing correct amount actually and unconditionally owing by such Third Party Debtor or Third Party Debtors, except for current needs and personal contingenciesnormal cash discounts where applicable, and has no need for liquidity Third Party Debtors will have any defense, set-off, claim or counterclaim against the Undersigned which can be asserted against Lender, whether in any proceeding to enforce the Collateral, this investment;General Security Agreement or otherwise. (d) The undersigned has locations specified in Schedule A hereto as to business operations and records are accurate and complete and the Collateral insofar as it consists of goods (other than Inventory in transit from suppliers or in transit to customers) and other tangible property is at and will be kept at one of such knowledge and experience locations or at such other locations as the Undersigned shall specify in financial and business matters that he/she is capable writing to Lender and, subject to the provisions of evaluating this General Security Agreement, none of the merits and risks Collateral shall be moved therefrom without the prior written consent of an investment in the Shares and of making informed investment decision;Lender. (e) The undersigned confirms that, Undersigned's chief executive address is as set out in making his decision to purchase the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel to the Company concerning the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in the Memorandum;Schedule A hereto. (f) The Shares hereby subscribed for are being acquired by the undersigned In good faith solely for his/her own personal account, for investment purposes only, Undersigned is duly incorporated and are not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement with any person to sell, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; organized and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered validly existing under the Act andlaws of Delaware and has full corporate power, therefore, cannot be sold unless they are subsequently registered under authority and capacity to conduct its business and own the Act or an exemption from such registration under Collateral in all jurisdictions in which the Act is availableUndersigned carries on business. (g) The undersigned consents Undersigned has full corporate power, authority and capacity to the placement execute, deliver and perform all of a legend, until the shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDERits obligations under this General Security Agreement."; (h) FOR PARTNERSHIPSAll corporate action on the part of the Undersigned, CORPORATIONSits directors or shareholders, TRUSTSnecessary for the authorization, OR OTHER ENTITIES ONLY: If the undersigned is a partnershipexecution, corporation, trust or other entity;delivery and performance of this General Security Agreement has been duly taken. (i) The undersigned has enclosed with this Agreement appropriate evidence officers of the authority Undersigned executing this General Security Agreement and any other instrument or agreement required hereunder hold the offices which they purport to hold and are fully and duly authorized to execute the same. (j) This General Security Agreement when duly executed and delivered by the Undersigned will be a legal, valid and binding obligation of the individual executing this Agreement Undersigned, enforceable against it in accordance with its terms, subject only as such enforcement may be limited by bankruptcy, insolvency and any other similar laws or proceedings relating to act on its behalf the enforcement of creditors' rights generally and to the extent that equitable remedies such as specific performance and injunction are in the discretion of a court of competent jurisdiction. (i.e.k) There is no charter, if a trustby-law, a copy or capital stock provision of the trust Undersigned and no provision of any indenture, mortgage, lease or agreement; if , written or oral, to which the Undersigned is a corporationparty or under which the Undersigned is obligated, a certified corporation resolution authorizing nor to the signature and a copy knowledge of the articles Undersigned is there any law, statute, rule or regulation, or any judgment, decree or order of incorporation; any court or if agency binding on the Undersigned, which would be violated, contravened, breached by or under which default would occur as a partnership, a copy result of the partnership agreement)execution and delivery of this General Security Agreement or by the performance of any provision, condition, covenant or other term hereof. (iil) There is no litigation, tax claim, proceeding or dispute in progress, pending or, to the knowledge of the Undersigned, threatened, against, relating to or affecting the Undersigned or its property, the adverse determination of which might adversely affect the Undersigned's financial condition or operations or impair the Undersigned's ability to perform its obligations hereunder or under any other instrument or agreement required hereunder. (m) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment is solvent in the Company has been affirmatively authorized by sense that the governing board fair saleable value of such entity and is not prohibited by all of its assets exceeds the governing documents total amount of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability as a purchaser of the Shares and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such personits liabilities.

Representations and Warranties of the Undersigned. The undersigned hereby represents and warrants to the Company: (a) If the undersigned is acting on behalf of another person, the undersigned has all right and authority, in the undersigned’s capacity as an officer, general partner, member, trustee, executor or other representative of such person to make such decision to invest in the Shares and to execute and deliver this Subscription Agreement on behalf of such person, and this Subscription Agreement has been duly authorized, executed and delivered on behalf of the undersigned and constitutes a valid and binding agreement of the undersigned, enforceable against it in accordance with its terms. (b) If the undersigned is purchasing in a fiduciary capacity, the undersigned has due authority to execute the attached signature page and thereby legally to bind the trust or other entity of which the undersigned is trustee, legal representative or authorized agent. (c) The undersigned has received and had the opportunity to review a copy of the Prospectus. Other than the information contained in the Prospectus, the undersigned has not relied on any information provided by the Company or any affiliate thereof in connection with the undersigned’s investment decision (including without limitation with respect to tax or other economic considerations involved in this investment). (d) The undersigned hereby acknowledges that the Company seeks to comply with all applicable laws concerning money laundering and related activities. In furtherance of such efforts, the undersigned hereby represents, warrants and agrees that to the best of the undersigned’s knowledge, based upon reasonable diligence and investigation, no consideration that the undersigned has contributed or will contribute to the Company has been or shall be derived from, or related to, any activity that is in contravention of any federal, state or international laws and regulations, including anti-money laundering laws and regulations. The undersigned hereby represents that neither it nor any of its owners or affiliates is a person or entity named on a list maintained by the Office of Foreign Asset Control (“OFAC”) of the U.S. Department of the Treasury, nor is the undersigned or any of its owners or affiliates a person or entity with whom dealings are prohibited under any OFAC regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities, including without limitation the Specially Designated Nationals and Blocked Nations List, can be found on the OFAC website at <h▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇>. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals 1 or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. 1 These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. (e) To the best of the undersigned’s knowledge, and except as described in a letter to the Company delivered in conjunction with this Subscription Agreement, none of (a) the undersigned, (b) any person controlling or controlled by the undersigned, (c) if the undersigned is a privately-held entity, any person having a beneficial interest in the undersigned or (d) any person for whom the undersigned is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any amounts from a subscriber if such subscriber cannot make the representation set forth in the preceding sentence. The undersigned agrees to promptly notify the Company should the undersigned become aware of any change in the information set forth in these representations. The undersigned understands and acknowledges that, by law, the Company may be obligated to “freeze the account” of the undersigned, including without limitation by prohibiting additional subscriptions from the undersigned, declining any redemption requests and segregating assets in the account in compliance with governmental regulations, and the Company may also be required to report such action and to disclose the undersigned’s identity to OFAC. (f) The undersigned understands and agrees that if at any time it is discovered that any of the foregoing representations set forth in Sections 5(d) and (e) above are incorrect, or if otherwise required by applicable law or regulation related to money laundering and similar activities, the Company may, in its sole discretion, undertake appropriate actions to ensure compliance with applicable law or regulation, including but not limited to freezing, segregating or requiring the undersigned to sell such undersigned’s Notes. The undersigned agrees to provide to the Company any additional information regarding the undersigned that the Shares Company deems necessary or appropriate to ensure compliance with all laws and regulations concerning money laundering and similar activities that may apply now or in the future. (g) To the best of the undersigned’s knowledge, none of (a) the undersigned, (b) any person controlling or controlled by the undersigned, (c) if the undersigned is a privately-held entity, any person having a beneficial interest in the undersigned or (d) any person for whom the undersigned is acting as agent or nominee in connection with this investment is a senior foreign political figure2, or any immediate family3 member or close associate4 of a senior foreign political figure, as such terms are being offered defined in the footnotes below. 2 A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. 3 “Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and sold in-laws. 4 A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure. (h) If the undersigned is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the undersigned receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the undersigned represents and warrants to the Company that (a) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities, (b) the Foreign Bank maintains operating records related to its banking activities, (c) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities and (d) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate. (i) The undersigned acknowledges that pursuant to the exemption requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), the Company is required to obtain, verify and record information that identifies the undersigned, which information includes the name and address of the undersigned and other information that will allow the Company to identify the undersigned in accordance with the Patriot Act. Accordingly, the Company may request information from registration provided for the undersigned that will help the Company to identify the undersigned (and in the case of subscribers that are entities, the undersigned’s beneficial owners), including without limitation the Company’s physical address, tax identification number, organizational documents, certificate of good standing, license to do business, or any other information that the Company deems necessary. The undersigned agrees to provide to the Company any additional information regarding the undersigned that the Company deems necessary or appropriate to ensure compliance with the Patriot Act, or any successor law, whether now or in the future. (j) Except as set forth in this Subscription Agreement, no representations or warranties have been made to the undersigned by the Company, or any director, officer, employee, agent or affiliate of any of them. (k) The undersigned is not an affiliate of the Company and is not an underwriter, as defined in Section 4(22(a)(11) of the Securities Act of 1933, as amended, with respect to the Notes. (l) The undersigned, if a natural person, has accurately set forth his, her or its state or country of residence on the "Act")signature pages hereto where indicated. The undersigned, if a corporation, partnership, trust or other entity, has accurately set forth such undersigned’s jurisdiction of organization on the signature pages hereto where indicated. (m) The undersigned is knowledgeable, sophisticated and experienced in making, and Rule 506 is qualified to make decisions with respect to, investments in securities presenting an investment decision like that involved in the purchase of Regulation D promulgated thereunderthe Notes, including investments in securities issued by the Company and investments in comparable companies. The undersigned further understands that he is purchasing the Shares without being furnished nothing in this Subscription Agreement or any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been materials made available to the undersigned in connection with the purchase and his representatives, including without limitation his attorney and/or his accountant, and that the books and records sale of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of businessNotes constitutes legal, tax or investment advice. In addition the undersigned hereby represents and warrants as follows: (a) The undersigned (X) if an individual (I) is a citizen of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction; (b) The undersigned has read consulted such legal, tax and fully considered the section in the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available. (c) The undersigned is able (I) to bear the economic risk of this investment, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means of providing for current needs and personal contingencies, and has no need for liquidity in this investment; (d) The undersigned has such knowledge and experience in financial and business matters that he/she is capable of evaluating the merits and risks of an investment in the Shares and of making informed investment decision; (e) The undersigned confirms thatadvisors as it, in making his decision to purchase the Sharesits sole discretion, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel to the Company concerning the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information deemed necessary or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth appropriate in the Memorandum; (f) The Shares hereby subscribed for are being acquired by the undersigned In good faith solely for his/her own personal account, for investment purposes only, and are not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement connection with any person to sell, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is available. (g) The undersigned consents to the placement of a legend, until the shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability as a purchaser of the Shares and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such personNotes.

Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered and sold pursuant to the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants as followsto and covenants with the Company that: (a) The undersigned (X) if an individual (I) is a citizen of has full power and authority to exchange, sell, assign and transfer the United States, Old Notes exchanged hereby and at least 21 years of age, to enter into this Exchange Agreement and (ii) is a bonafide permanent resident of and is domiciled in perform all obligations required to be performed by the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction;undersigned hereunder. (b) The undersigned has read been the beneficial owner of the Old Notes continuously since at least August 1, 2014 and fully considered is the section in current beneficial owner of the Memorandum Entitled "Risk Factors" Old Notes. When the Old Notes are exchanged, the Company will acquire good, marketable and understands that shares unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances. The Old Notes exchanged hereby are extremely speculative investments with a high degree of risk of lossnot subject to any adverse claims, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act rights or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is availableproxies. (c) The undersigned is able (I) to bear the economic risk of this investmentExchange will not contravene any law, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; rule or regulation binding on the undersigned has adequate means of providing for current needs and personal contingencies, and has no need for liquidity in this investment;or any investment guideline or restriction applicable to the undersigned. (d) The undersigned is a resident of the state set forth on the signature page hereto and is not acquiring the Exchange Shares or the 2044 Notes as a nominee or agent or otherwise for any other person. (e) The undersigned will comply with all applicable laws and regulations in effect in any jurisdiction in which the undersigned purchases (or acquires pursuant to the Exchange) or sells Exchange Shares or 2044 Notes and will obtain any consent, approval or permission required for such purchases, acquisitions or sales under the laws and regulations of any jurisdiction to which the undersigned is subject or in which the undersigned makes such purchases, acquisitions or sales, and the Company shall have no responsibility therefor. (f) The undersigned has received a copy of the Private Placement Documents. The undersigned acknowledges that no person has been authorized to give any information or to make any representation concerning the Company or the Exchange other than as contained in the Private Placement Documents and the information given by the Company’s duly authorized officers and employees in connection with the undersigned’s examination of the Company and the terms of the Exchange, the Consideration, and the Company does not, and ▇. ▇▇▇▇ Capital Advisors LLC (“JWCA”) does not, take any responsibility for, and neither the Company nor JWCA can provide any assurance as to the reliability of, any other information that others may provide to the undersigned. (g) The undersigned understands and accepts that the 2044 Notes and Exchange Shares to be acquired in the Exchange involve risks, including those described in the Private Placement Documents. The undersigned has such knowledge knowledge, skill and experience in business, financial and business investment matters that he/she the undersigned is capable of evaluating the merits and risks of the Exchange and an investment in the Exchange Shares and the 2044 Notes. With the assistance of making informed the undersigned’s own professional advisors, to the extent that the undersigned has deemed appropriate, the undersigned has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment decision;in the Exchange Shares and the 2044 Notes and the consequences of the Exchange and this Exchange Agreement. The undersigned has considered the suitability of the Exchange Shares and the 2044 Notes as an investment in light of its own circumstances and financial condition and the undersigned is able to bear the risks associated with an investment in the Exchange Shares and the 2044 Notes. (eh) The undersigned confirms thatthat it is not relying on any communication (written or oral) of the Company, JWCA or any of their affiliates as investment advice or as a recommendation to participate in making his decision the Exchange and receive the Consideration in exchange for Old Notes. It is understood that information provided in the Private Placement Documents, the Final Private Placement Document or by the Company, JWCA or any of its affiliates shall not be considered investment advice or a recommendation with respect to purchase the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisorsExchange, and that he neither the Company, JWCA nor any of its or their affiliates is acting or has acted as an advisor to the undersigned in deciding whether to participate in the Exchange and to exchange Old Notes for the Consideration. (i) The undersigned confirms that the Company has not (A) given any guarantee or representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the Exchange Shares and the 2044 Notes or (B) made any representation to the undersigned regarding the legality of an investment in the Exchange Shares and the 2044 Notes under applicable investment guidelines, laws or regulations. In deciding to participate in the Exchange, the undersigned is not relying on the advice or recommendations of the Company or JWCA and the undersigned has made its own independent decision that the investment in the Exchange Shares and the 2044 Notes is suitable and appropriate for the undersigned. (j) The undersigned is familiar with the business and financial condition and operations of the Company and has conducted its own investigation of the Company, the Exchange Shares and the 2044 Notes. The undersigned has had access to the Securities and Exchange Commission filings of the Company and such representatives other information concerning the Company, the Exchange Shares and advisors have the 2044 Notes as it deems necessary to enable it to make an informed investment decision concerning the Exchange. The undersigned has been given offered the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel received answers thereto, as it deems necessary to enable it to make an informed investment decision concerning the Exchange. (k) The undersigned understands that no federal or state agency has passed upon the merits or risks of an investment in the Exchange Shares and the 2044 Notes or made any finding or determination concerning the fairness or advisability of this investment. (l) The undersigned is an “accredited investor” as defined in Rule 501(a) under the Securities Act and it and any account for which it is acting is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act. The undersigned agrees to furnish any additional information requested by the Company concerning or any of its affiliates to assure compliance with applicable U.S. federal and state securities laws in connection with the terms Exchange. (m) The undersigned is not directly, or indirectly through one or more intermediaries, controlling or controlled by, or under direct or indirect common control with, the Company and conditions of this offeringis not, and to obtain any additional informationhas not been for the immediately preceding three months, to an “affiliate” (within the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify meaning of Rule 144 under the accuracy Securities Act) of the information set forth in the Memorandum;Company. (fn) The undersigned is acquiring the Exchange Shares hereby subscribed for are being acquired by and the undersigned In good faith 2044 Notes solely for his/her the undersigned’s own personal beneficial account, for investment purposes onlypurposes, and are not being purchased with a view to, or for resaleresale in connection with, resyndication, distribution, subdivision or fractionalization thereof; any distribution of the undersigned has no contract or arrangement with any person to sell, transfer or pledge to any person the Exchange Shares or any part thereof, any interest therein or any rights thereto; the 2044 Notes. The undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that as a result he/she must bear the economic risk of Exchange Shares and the investment for an indefinite period of time because the Shares 2044 Notes have not been registered under the Securities Act and, therefore, cannot be sold unless they are subsequently registered or any state securities laws by reason of specific exemptions under the Act or an exemption from such registration under provisions thereof which depend in part upon the Act is available. (g) The undersigned consents to the placement investment intent of a legend, until the shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence and the accuracy of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the other representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, are made by the undersigned with in this Exchange Agreement. The undersigned understands that the intent Company is relying upon the representations and agreements contained in this Exchange Agreement (and any supplemental information) for the purpose of determining whether the undersigned’s participation in the Exchange meets the requirements for such exemptions. (o) The undersigned acknowledges that they be relied upon in determining his suitability as a purchaser the terms of the Shares Exchange have been mutually negotiated between the undersigned and the Company. (p) The undersigned hereby agrees that such acknowledges the Company intends to pay JWCA a fee in respect of the Exchange. (q) The undersigned will, upon request, execute and deliver any additional documents deemed by the Company, the Old Notes Trustee, the 2044 Notes Trustee or the Transfer Agent to be necessary or desirable to complete the exchange, assignment and transfer of the Old Notes exchanged hereby. (r) The undersigned understands that, unless the undersigned notifies the Company in writing to the contrary at or before the Closing, each of the undersigned’s representations and warranties shall survive his purchase contained in this Exchange Agreement will be deemed to have been reaffirmed and confirmed as of the Shares. By executing this AgreementClosing, taking into account all information received by the undersigned. (s) The undersigned was given a meaningful opportunity to negotiate the terms of the Exchange. (t) The undersigned’s participation in the Exchange was not conditioned by the Company on the undersigned’s exchange of a minimum principal amount of Old Notes for the Consideration. (u) The undersigned does not have an ownership interest equal to or greater than either 5% of the number of shares of Common Stock of the Company or 5% of the voting power outstanding of the Company, in each case, before the initial issuance of the securities issued in the Exchange. (v) The undersigned had a sufficient amount of time to consider whether to participate in the Exchange and neither the Company nor JWCA put any pressure on the undersigned represents that he has read and acknowledged each of to respond to the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such personopportunity to participate in the Exchange.

Representations and Warranties of the Undersigned. The undersigned understands that To induce the Shares are being offered and sold pursuant ------------------------------------------------- Company to accept the exemption from registration provided for in Section 4(2) of the Securities Act of 1933undersigned's subscription, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants as followsto the Company that: (a) The undersigned (X) the undersigned, if an individual (I) individual, has reached the age of majority in the jurisdiction in which he resides, is a citizen bona fide resident of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled jurisdiction contained in the State address set forth on the signature page hereof of this Subscription Agreement, is legally competent to execute this Subscription Agreement, and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile does not intend to any other state or change residence to another jurisdiction; (b) The the undersigned, if an entity, is duly authorized to execute this Subscription Agreement and this Subscription Agreement, when executed and delivered by the undersigned, will constitute a legal, valid and binding obligation enforceable against he undersigned has read in accordance with its terms; and fully considered the section in execution, delivery and performance of this Subscription Agreement and the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree consummation of risk the transactions contemplated hereby have been duly authorized by all requisite corporate or other necessary action on the part of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available.undersigned; (c) The the Shares subscribed for hereby are being acquired by the undersigned for investment purposes only, for the account of the undersigned and not with the view to any resale or distribution thereof, and the undersigned is able not participating, directly or indirectly, in a distribution of such Shares and will not take, or cause to be taken, any action that would cause the undersigned to be deemed an "underwriter" of such Shares as defined in Section 2(11) of the Act; (Id) the undersigned has had access to bear all materials, books, records, documents and information relating to the economic risk of this investmentCompany which the undersigned has requested, including (i) the Executive Summary, (ii) to hold the Shares indefinitelySEC Filings, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means of providing for current needs and personal contingenciesCompany's Proxy Statement dated April 23, 1998 (the "Proxy Statement"), and --------------- has no need for liquidity in this investment; (d) The undersigned has such knowledge and experience in financial and business matters that he/she is capable of evaluating the merits and risks of an investment in the Shares and of making informed investment decision; (e) The undersigned confirms that, in making his decision to purchase the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given provided the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel to the Company concerning the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information contained therein; (e) the undersigned acknowledges and understands that investment in the Share involves a high degree of risk, including without limitation, the risks set forth in the Memorandum; (f) The Shares hereby subscribed for are being acquired by Executive Summary and in the undersigned In good faith solely for his/her own personal account, for investment purposes only, and are not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement with any person to sell, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered SEC Filings under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is available. (g) The undersigned consents to the placement caption "Factors Affecting Future Results" in "Management's Discussion and Analysis of a legend, until the shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER.Financial Condition and Results of Operations"; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability as a purchaser of the Shares and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such person.

Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered and sold pursuant to the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of To induce the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition to accept the undersigned's subscription, the undersigned hereby represents and warrants as followsto the Company that: (a) The undersigned (X) the undersigned, if an individual (I) individual, has reached the age of majority in the jurisdiction in which he resides, is a citizen bona fide resident of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled jurisdiction contained in the State address set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdictionthis Subscription Agreement, or (Y) if a partnershipis legally competent to execute this Subscription Agreement, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile does not intend to any other state or change residence to another jurisdiction; (b) The the undersigned, if an entity, is duly authorized to execute this Subscription Agreement and this Subscription Agreement, when executed and delivered by the undersigned, will constitute a legal, valid and binding obligation enforceable against the undersigned has read in accordance with its terms; and fully considered the section in execution, delivery and performance of this Subscription Agreement and the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree consummation of risk the transactions contemplated hereby have been duly authorized by all requisite corporate or other necessary action on the part of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available.undersigned; (c) The the Securities subscribed for hereby are being acquired by the undersigned for investment purposes only, for the account of the undersigned and not with the view to any resale or distribution thereof except as permitted under Section 7 hereof, and the undersigned is able (I) not participating, directly or indirectly, in a distribution of such Securities and will not take, or cause to bear the economic risk of this investmentbe taken, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; any action that would cause the undersigned has adequate means to be deemed an "underwriter" of providing for current needs and personal contingencies, and has no need for liquidity such Securities as defined in this investmentSection 2(11) of the Act; (d) The the undersigned has such knowledge had access to all materials, books, records, documents and experience in financial and business matters that he/she is capable of evaluating the merits and risks of an investment in the Shares and of making informed investment decision; (e) The undersigned confirms that, in making his decision to purchase the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel information relating to the Company concerning which the terms undersigned has requested, including the SEC Filings and conditions of this offering, the Term Sheet and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary has been able to verify the accuracy of the information contained therein; (e) the undersigned acknowledges and understands that investment in the Securities involves a high degree of risk, including, without limitation, the risks set forth in the Memorandum; (f) The Shares hereby subscribed for are being acquired by the undersigned In good faith solely for his/her own personal account, for investment purposes only, and are not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement with any person to sell, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered SEC Filings under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is available. (g) The undersigned consents to the placement of a legend, until the shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: captions "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investorCertain Factors That May Affect Future Operating Results," as such term is defined in Rule 501 "Factors Which May Affect Future Results" and "Management's Discussion and Analysis of Regulation D under the Act. The foregoing representations Financial Condition and warranties and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability as a purchaser Results of the Shares and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such person.Operations;"

Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered and sold pursuant to the exemption from registration provided for in Section 4(2) of the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of To induce the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition to accept the undersigned's subscription, the undersigned hereby represents and warrants as followsto the Company that: (a1) The undersigned (X) the undersigned, if an individual (I) individual, has reached the age of majority in the jurisdiction in which the undersigned resides, is a citizen bona fide resident of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled jurisdiction contained in the State address set forth on the signature page hereof of this Subscription Agreement, is legally competent to execute this Subscription Agreement, and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile does not intend to any other state or change residence to another jurisdiction; (b2) The the undersigned, if an entity, is duly authorized to execute this Subscription Agreement and this Subscription Agreement, when executed and delivered by the undersigned, will constitute a legal, valid and binding obligation enforceable against the undersigned in accordance with its terms and that the execution, delivery and performance of this Subscription Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate or other necessary action on the part of the undersigned; (3) the Shares subscribed for hereby are being acquired by the undersigned for investment purposes only, for the account of the undersigned and not with the view to any resale or distribution thereof, and the undersigned is not participating, directly or indirectly, in a distribution of such Shares and will not take, or cause to be taken, any action that would cause the undersigned to be deemed an "underwriter" of such Shares as defined in Section 2(l1) of the Act; (1) (4) the undersigned has read had access to all materials, books, records, documents and fully considered information relating to the section in Company which the Memorandum Entitled undersigned has requested, including the SEC Filings and the Company's Proxy Statement, dated February 20, 1998 (the "Risk Factors" Proxy Statement"), and has been able to verify the accuracy of the information contained therein; (5) the undersigned acknowledges and understands that shares are extremely speculative investments with investment in the Shares involves a high degree of risk of lossrisk, and there will be no public market for including without limitation, the Shares and it may not be possible to liquidate an investment risks set forth in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available.Exhibit A attached hereto; (c6) The the undersigned is able (I) to bear the economic risk of this investment, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; acknowledges that the undersigned has adequate means of providing for current needs and personal contingenciesbeen offered an opportunity to ask questions of, and receive answers from, officers of the Company concerning all material aspects of the Company and its business and the Offering, and that any request, for such information has no need for liquidity in this investmentbeen fully complied with to the extent that the Company possesses such information or can acquire it without unreasonable effort or expense; (d7) The the undersigned has such knowledge and experience in financial and business matters that he/she the undersigned is capable of evaluating the merits and risks of an investment in the Shares Company and can afford a complete loss of making informed his investment decisionin the Company; (e) The 8) the undersigned confirms thathas, in making his connection with its decision to purchase the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representativesthe SEC Filings, including his own professional tax the Proxy Statement, the Risk Factors and other advisors, and that he and such representatives and advisors have been given the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel to the Company concerning the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in the Memorandumdisclosed herein; (f9) The Shares hereby subscribed for are being acquired by the undersigned In good faith solely for his/her own personal account, for investment purposes only, and are not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement with any person to sell, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is available. (g) The undersigned consents to the placement of a legend, until the shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents and warrants to and covenants with the Company that it was the undersigned has not organized or reorganized for engaged and will not engage in any sales of the specific purpose Shares prior to the effectiveness of acquiring Shares, andthe Resale Registration Statement (as defined below in Section 6); (iii10) The the undersigned recognizes that no governmental agency has passed upon the full power and authority issuance of the Shares or made any finding or determination as to execute the fairness of this Subscription Agreement on behalf of such entity and to make Offering; (11) if the undersigned is purchasing the Shares subscribed for hereby in a representative or fiduciary capacity, the representations and warranties contained herein shall be deemed to have been made herein on its behalf and this investment in of the person or persons for whom such Shares are being purchased; (12) the undersigned has not entered into any agreement to pay commissions to any persons with respect to the purchase or sale of the Shares, except commissions for which the undersigned will be responsible; (13) the undersigned acknowledges that the Company has been affirmatively authorized will pay to Sunrise Securities Corp. a commission with respect to the sale of the Shares by the governing board of such entity and is not prohibited by Company to the governing documents of the entity; andundersigned as provided in Annex A; (iv14) The the undersigned represents that he is an "accredited investor,Accredited Investor" as such that term is defined in Rule 501 Section 501(a) of Regulation D promulgated under the Act. The foregoing representations and warranties and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability as a purchaser of the Shares and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this AgreementSpecifically, the undersigned represents that he has read and acknowledged each is (check appropriate item(s)): ____ (i) a bank as defined in Section 3(a)(2) of the representations set forth above. If more than one person Act, or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Act, whether acting in its individual or fiduciary capacity; a broker or dealer registered pursuant to Section 15 of the Exchange Act; an insurance company as defined in Section 2(13) of the Act; an investment company registered under the Investment Company Act of 1940 (the "Investment Company Act") or a business development company, as defined in Section 2(a)(48) of that Act; 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; a plan established and maintained by a state, its political subdivisions or any agency or instrumentality of a state or its political subdivisions for the benefit of its employees, if such plan has total assets in excess of $5,000,000; or an employee benefit plan within the meaning of the Employment Retirement Income Security Act of 1974 if the investment decision is signing this Agreementmade by a plan fiduciary, each representation as defined in Section 3(21) of such Act, which is either a bank, savings and warranty and undertaking loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made herein shall be solely by persons that are Accredited Investors; ____ (ii) a joint and several representation, warranty or undertaking private business development company as defined in Section 202(a)(22) of each such person.the Investment Advisers Act of 1940;

Representations and Warranties of the Undersigned. The undersigned Purchaser hereby acknowledges, agrees, represents, and warrants as follows: (a) The Purchaser understands that the Shares Units are securities (the “Securities”) and are being offered and sold pursuant to under the exemption from registration provided for in Section 4(2) of Regulation S promulgated under the Securities Act of 1933, as amended, 1933 (the "Act"), and Rule 506 ; (b) The Purchaser has had the opportunity to review the Private Placement Memorandum regarding the sale of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have Units; (c) This transaction has not been filed with or reviewed scrutinized by the United States Securities and Exchange Commission or by any administrative agency charged with the administration because of the securities laws small number of any state. persons solicited and the private and offshore aspects of the offering; (d) All documents, records records, and books pertaining to this investment have been made available to the undersigned Purchaser and his its representatives, including without limitation his attorney its attorney, its accountants, and/or his accountantits purchaser representative, and that the Company has represented that the books and records of the Company will be available upon reasonable notice for inspection by investors Purchaser during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants as follows: (a) The undersigned (X) if an individual (I) is a citizen of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction; (be) The undersigned has read and fully considered the section in the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has Securities have not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is reoffered or resold in the United States to a U.S. person unless the securities are registered under the Act Act, or an exemption from such the registration requirements of the Act is available. (cf) The undersigned Purchaser is able (I) to bear not a U.S. person as defined in Regulation S and is not acquiring the economic risk Securities for the account or benefit of this investment, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means of providing for current needs and personal contingencies, and has no need for liquidity in this investmentany U.S. person; (dg) The undersigned has Purchaser agrees to resell such knowledge securities only in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; and experience agrees not to engage in financial hedging transactions with regard to such securities unless in compliance with the Act; (h) Purchaser consents to the placement of a legend on the Securities to the effect that transfer is prohibited except in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; and business matters that he/she hedging transactions involving the Securities may not be conducted unless in compliance with the Act; (i) The Company shall refuse to register any transfer of the Securities not made in accordance with the provisions of Regulation S, pursuant to registration under the Act, or pursuant to an available exemption from registration; (j) The Purchaser is capable of evaluating the merits and risks of an investment in the Shares Securities and of making an informed investment decisiondecision and understands and has fully considered for purposes of this investment the risk of loss of all monies invested herein; (ek) The undersigned confirms that, in making his decision Purchaser is able (i) to purchase bear the Shares, he/she economic risk of its investment; (ii) to hold the Securities for an indefinite period of time; and (iii) to afford a complete loss of its investment; and represents that it has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax adequate means of providing for its current needs and other advisorspossible personal contingencies, and that he and such representatives and advisors have been given the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel to the Company concerning the terms and conditions of it has no need for liquidity in this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in the Memoranduminvestment; (fl) The Shares hereby subscribed for Securities are being acquired by the undersigned In Purchaser in good faith solely for his/her its own personal account, unless otherwise specifically set forth below, and these Securities are being acquired for investment purposes only, and are not being purchased with a view to or for the resale, resyndication, distribution, subdivision subdivision, or fractionalization thereof; the undersigned Purchaser has no contract contract, undertaking, understanding, agreement, or arrangement arrangement, formal or informal, with any person to sell, transfer transfer, or pledge to any person the Shares Securities or any part thereof, any interest therein or any rights thereto; the undersigned Purchaser has no present plans to enter into any such contract contract, undertaking, agreement, or arrangement; and he/her he or she understands that as a result he/the legal consequences of the foregoing representations and warranties to mean that he or she must bear the economic risk of the investment for an indefinite period of time because the Shares Securities have not been registered under the Act Act, and, therefore, cannot be sold unless they are subsequently registered under the Act (which the Company is not obligated to do) or an exemption from such registration under the Act is available.; (gm) The undersigned Purchaser consents to the placement of a legend, until the shares are registered, legend on the stock certificates evidencing the Shares Securities being purchasedpurchased by it, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER.";: (hn) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability as a purchaser of the Shares and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty representation, warranty, and undertaking made herein shall be a joint and several representation, warranty warranty, or undertaking of each person. If the Purchaser is a partnership, corporation, trust, or other entity, the Purchaser entity and each individual signing on behalf of such personentity represent and warrant that the purchase of the Securities pursuant to this Subscription Agreement has been duly authorized by all necessary corporate, partnership, or other action, and that such individuals are authorized to bind the Purchaser to this Agreement.

Representations and Warranties of the Undersigned. The undersigned understands that Subscriber hereby represents and warrants to the Company that: i. The Subscriber is a Delaware corporation with its principal place of business and its headquarters in Salt Lake City, Utah.. ii. The Subscriber has adequate means of providing for the Subscriber’s current needs and possible personal contingencies, and the Subscriber has no need now and anticipates no need in the foreseeable future, to sell the Shares are being offered or any portion thereof for which the Subscriber subscribes. The Subscriber is able to bear the economic risks of this investment, and sold pursuant consequently, without limiting the generality of the foregoing, the Subscriber is able to hold the exemption from registration provided Shares for an indefinite period of time. iii. The Subscriber is an “Accredited Investor,” as such term is defined in Regulation D, promulgated under Section 4(2) of the Securities Act of 1933, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants as follows: (a) The undersigned (X) if an individual (I) is a citizen of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction; (b) The undersigned has read and fully considered the section in the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available. (c) The undersigned is able (I) to bear the economic risk of this investment, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means of providing for current needs and personal contingencies, and has no need for liquidity in this investment; (d) The undersigned has such knowledge and experience in financial and business matters that he/she is as to be capable of evaluating the merits and risks of an investment in the Company. The Subscriber represents that the Subscriber is a sophisticated and well-informed investor. The Subscriber recognizes that (i) the Company is in its very early development stages and has no revenues, products or services, and will not for some time and may never have any revenues, products or services; and (ii) an investment in the Company involves a very high degree of risk. iv. The Subscriber is acquiring the Shares for the Subscriber’s own account for investment only and not with a view to the distribution or resale thereof. v. The Subscriber has not offered or sold any of the Shares and of making informed investment decision; (e) The undersigned confirms that, in making his decision to purchase the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel to the Company concerning the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in the Memorandum; (f) The Shares hereby subscribed for are being acquired by the undersigned In good faith solely for his/her own personal account, for investment purposes only, and are not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement with any person to sell, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into intention of dividing the Shares with others or of reselling or otherwise disposing of any such contract of the Shares either currently or arrangement; and he/her understands after the passage of a fixed or determinable period of time or upon the occurrence or non-occurrence of any predetermined event or circumstance. vi. The Subscriber is aware that as a result he/she the Subscriber must bear the economic risk of an investment in the investment Company for an indefinite period of time because because: (i) the Shares have not been registered under the Act Securities Act, or under the securities laws of any state, and, therefore, cannot be sold unless they are subsequently registered under the Securities Act and any applicable state securities laws or an exemption from registration is available, and further that only the Company can take action to so register such registration Shares and the Company is under no obligation and does not propose to attempt to do so; and (ii) this Agreement provides that the Subscriber may not transfer (as defined below) the Shares, in whole or in part, without compliance with the terms hereof. vii. The Subscriber (and the Subscriber’s purchaser representative, if applicable) has received or been given access to the corporate documents described in Section 2, a capitalization table set forth on attached Exhibit “1” and other documents and records Subscriber has deemed necessary to make a well-informed investment decision and has been given the opportunity to meet with the officers of the Company and to have them answer any questions regarding the terms and conditions of this particular investment, and all such questions have been answered to the Subscriber’s full satisfaction. viii. The Subscriber has received no representations from the Company or its employees or agents. In making a decision to become a holder of the Shares, the Subscriber has relied solely upon a review of the documents mentioned in Section 5(g) above and independent investigations without assistance of the Company. ix. The Subscriber understands and agrees that the following restrictions and limitations are applicable to any purchase and resale or other transfer of the Shares: 1. The Subscriber agrees that the Shares shall not be sold, assigned, transferred or otherwise disposed of (a “transfer”) unless the Shares are then registered under the Securities Act is availableand any applicable state securities laws or, if such shares are not then so registered, such transfer would be exempt from the registration requirements of the Securities Act and such state laws as established by a written opinion of counsel for Subscriber, which opinion of counsel must be reasonably satisfactory to the Company; 2. The Subscriber agrees that the Shares are subject to a right of repurchase in favor of the Company which are set forth in Sections 8 and 9 below and in the PD Agreement, and the Shares shall not to be transferred unless permitted by the terms of Section 8 below. (g) The undersigned consents to the placement of a legend, until the shares are registered, 3. Legends will be placed on the stock certificates each certificate now or hereafter evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER.";the following form: (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) x. The undersigned Subscriber has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power all right and authority to execute this Subscription Agreement on behalf of such entity invest in the Shares and to make execute and deliver this Agreement. xi. This Agreement constitutes a legal, valid and binding obligation of the Subscriber, enforceable against the Subscriber in accordance with its terms, and the execution, delivery and performance of this Agreement and the fulfillment and compliance with its respective terms does not and will not conflict with, violate or cause a breach of the terms, conditions or provisions of the Subscriber’s charter documents (if applicable), any agreement, non-compete provision, contract or instrument to which the Subscriber is a party or any judgment, order or decree to which the Subscriber is subject. The Subscriber understands that certain of the representations and warranties made herein on its behalf and set forth in this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents Section 5 are being provided to determine whether sales of the entity; and (ivShares may be made pursuant to Section 4(2) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the ActSecurities Act and similar exemptions from applicable state securities laws. The foregoing representations and warranties are true and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability accurate as a purchaser of the Shares and the undersigned hereby agrees that such representations and warranties shall survive his purchase date of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such person.

Representations and Warranties of the Undersigned. The undersigned hereby represents and warrants to the Company: (a) If the undersigned is acting on behalf of another person, the undersigned has all right and authority, in the undersigned’s capacity as an officer, general partner, member, trustee, executor or other representative of such person to make such decision to invest in the Shares and to execute and deliver this Subscription Agreement on behalf of such person, and this Subscription Agreement has been duly authorized, executed and delivered on behalf of the undersigned and constitutes a valid and binding agreement of the undersigned, enforceable against it in accordance with its terms. (b) If the undersigned is purchasing in a fiduciary capacity, the undersigned has due authority to execute the attached signature page and thereby legally to bind the trust or other entity of which the undersigned is trustee, legal representative or authorized agent. (c) The undersigned has received and had the opportunity to review a copy of the Prospectus. Other than the information contained in the Prospectus, the undersigned has not relied on any information provided by the Company or any affiliate thereof in connection with the undersigned’s investment decision (including without limitation with respect to tax or other economic considerations involved in this investment). (d) If the undersigned is a private investment fund relying on Section 3(c)(1) or 3(c)(7) for an exclusion from the definition of investment company under the 1940 Act, the acquisition of securities in this offering by the undersigned shall not cause the undersigned to own after such acquisition, together with any entities it controls (i.e., an entity of which it owns more than 25% of such other company's voting securities), more than three percent (3%) of the outstanding voting securities of the Company, assuming that a total of 11,949,034 voting securities of the Company, all of which consists of shares of the Company’s Common Stock, will be outstanding on the date of such acquisition after giving effect to such acquisition. (e) The undersigned hereby acknowledges that the Company seeks to comply with all applicable laws concerning money laundering and related activities. In furtherance of such efforts, the undersigned hereby represents, warrants and agrees that to the best of the undersigned’s knowledge, based upon reasonable diligence and investigation, no consideration that the undersigned has contributed or will contribute to the Company has been or shall be derived from, or related to, any activity that is in contravention of any federal, state or international laws and regulations, including anti-money laundering laws and regulations. The undersigned hereby represents that neither it nor any of its owners or affiliates is a person or entity named on a list maintained by the Office of Foreign Asset Control (“OFAC”) of the U.S. Department of the Treasury, nor is the undersigned or any of its owners or affiliates a person or entity with whom dealings are prohibited under any OFAC regulations. Federal regulations and Executive Orders administered by OFAC prohibit, among other things, the engagement in transactions with, and the provision of services to, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibited countries, territories, persons and entities, including without limitation the Specially Designated Nationals and Blocked Nations List, can be found on the OFAC website at <h▇▇▇://▇▇▇.▇▇▇▇▇.▇▇▇/▇▇▇▇>. In addition, the programs administered by OFAC (the “OFAC Programs”) prohibit dealing with individuals1 or entities in certain countries regardless of whether such individuals or entities appear on the OFAC lists. 1 These individuals include specially designated nationals, specially designated narcotics traffickers and other parties subject to OFAC sanctions and embargo programs. (f) To the best of the undersigned’s knowledge, and except as described in a letter to the Company delivered in conjunction with this Subscription Agreement, none of (a) the undersigned, (b) any person controlling or controlled by the undersigned, (c) if the undersigned is a privately-held entity, any person having a beneficial interest in the undersigned or (d) any person for whom the undersigned is acting as agent or nominee in connection with this investment is a country, territory, individual or entity named on an OFAC list, or a person or entity prohibited under the OFAC Programs. Please be advised that the Company may not accept any amounts from a subscriber if such subscriber cannot make the representation set forth in the preceding sentence. The undersigned agrees to promptly notify the Company should the undersigned become aware of any change in the information set forth in these representations. The undersigned understands and acknowledges that, by law, the Company may be obligated to “freeze the account” of the undersigned, including without limitation by prohibiting additional subscriptions from the undersigned, declining any redemption requests and segregating assets in the account in compliance with governmental regulations, and the Company may also be required to report such action and to disclose the undersigned’s identity to OFAC. (g) The undersigned understands and agrees that if at any time it is discovered that any of the foregoing representations set forth in Sections 4(e) and (f) above are incorrect, or if otherwise required by applicable law or regulation related to money laundering and similar activities, the Company may, in its sole discretion, undertake appropriate actions to ensure compliance with applicable law or regulation, including but not limited to freezing, segregating or requiring the undersigned to sell such undersigned’s Shares. The undersigned agrees to provide to the Company any additional information regarding the undersigned that the Shares Company deems necessary or appropriate to ensure compliance with all laws and regulations concerning money laundering and similar activities that may apply now or in the future. (h) To the best of the undersigned’s knowledge, none of (a) the undersigned, (b) any person controlling or controlled by the undersigned, (c) if the undersigned is a privately-held entity, any person having a beneficial interest in the undersigned or (d) any person for whom the undersigned is acting as agent or nominee in connection with this investment is a senior foreign political figure2, or any immediate family3 member or close associate4 of a senior foreign political figure, as such terms are being offered defined in the footnotes below. 2 A “senior foreign political figure” is defined as a senior official in the executive, legislative, administrative, military or judicial branches of a foreign government (whether elected or not), a senior official of a major foreign political party, or a senior executive of a foreign government-owned corporation. In addition, a “senior foreign political figure” includes any corporation, business or other entity that has been formed by, or for the benefit of, a senior foreign political figure. 3 “Immediate family” of a senior foreign political figure typically includes the figure’s parents, siblings, spouse, children and sold in-laws. 4 A “close associate” of a senior foreign political figure is a person who is widely and publicly known to maintain an unusually close relationship with the senior foreign political figure, and includes a person who is in a position to conduct substantial domestic and international financial transactions on behalf of the senior foreign political figure. (i) If the undersigned is affiliated with a non-U.S. banking institution (a “Foreign Bank”), or if the undersigned receives deposits from, makes payments on behalf of, or handles other financial transactions related to a Foreign Bank, the undersigned represents and warrants to the Company that (a) the Foreign Bank has a fixed address, other than solely an electronic address, in a country in which the Foreign Bank is authorized to conduct banking activities, (b) the Foreign Bank maintains operating records related to its banking activities, (c) the Foreign Bank is subject to inspection by the banking authority that licensed the Foreign Bank to conduct banking activities and (d) the Foreign Bank does not provide banking services to any other Foreign Bank that does not have a physical presence in any country and that is not a regulated affiliate. (j) The undersigned acknowledges that pursuant to the exemption requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), the Company is required to obtain, verify and record information that identifies the undersigned, which information includes the name and address of the undersigned and other information that will allow the Company to identify the undersigned in accordance with the Patriot Act. Accordingly, the Company may request information from registration provided for the undersigned that will help the Company to identify the undersigned (and in the case of subscribers that are entities, the undersigned’s beneficial owners), including without limitation the Company’s physical address, tax identification number, organizational documents, certificate of good standing, license to do business, or any other information that the Company deems necessary. The undersigned agrees to provide to the Company any additional information regarding the undersigned that the Company deems necessary or appropriate to ensure compliance with the Patriot Act, or any successor law, whether now or in the future. (k) Except as set forth in this Subscription Agreement, no representations or warranties have been made to the undersigned by the Company, or any director, officer, employee, agent or affiliate of any of them. (l) The undersigned is not an affiliate of the Company and is not an underwriter, as defined in Section 4(22(a)(11) of the Securities Act of 1933, as amended, with respect to the Shares. (m) The undersigned, if a natural person, has accurately set forth his, her or its state or country of residence on the "Act")signature pages hereto where indicated. The undersigned, if a corporation, partnership, trust or other entity, has accurately set forth such undersigned’s jurisdiction of organization on the signature pages hereto where indicated. (n) The undersigned is knowledgeable, sophisticated and experienced in making, and Rule 506 is qualified to make decisions with respect to, investments in securities presenting an investment decision like that involved in the purchase of Regulation D promulgated thereunderthe Shares, including investments in securities issued by the Company and investments in comparable companies. The undersigned further understands that he is purchasing the Shares without being furnished nothing in this Subscription Agreement or any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been materials made available to the undersigned in connection with the purchase and his representatives, including without limitation his attorney and/or his accountant, and that the books and records sale of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of businessShares constitutes legal, tax or investment advice. In addition the undersigned hereby represents and warrants as follows: (a) The undersigned (X) if an individual (I) is a citizen of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction; (b) The undersigned has read consulted such legal, tax and fully considered the section in the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available. (c) The undersigned is able (I) to bear the economic risk of this investment, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means of providing for current needs and personal contingencies, and has no need for liquidity in this investment; (d) The undersigned has such knowledge and experience in financial and business matters that he/she is capable of evaluating the merits and risks of an investment in the Shares and of making informed investment decision; (e) The undersigned confirms thatadvisors as it, in making his decision to purchase the Sharesits sole discretion, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel to the Company concerning the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information deemed necessary or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth appropriate in the Memorandum; (f) The Shares hereby subscribed for are being acquired by the undersigned In good faith solely for his/her own personal account, for investment purposes only, and are not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement connection with any person to sell, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is available. (g) The undersigned consents to the placement of a legend, until the shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability as a purchaser of the Shares and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such person.

Representations and Warranties of the Undersigned. The undersigned understands that the Shares are Note is being offered and sold pursuant to the exemption under exemptions from registration provided for in Section 4(2) of under the Securities Act of 1933, as amended, amended (the "“Act"), ”) and Rule 506 offering exemptions contained in the securities laws of Regulation D promulgated thereunder. The other jurisdictions; that the undersigned further understands that he is are purchasing the Shares Note without being furnished any offering literature or prospectus other than this Agreement attached hereto, and the Memorandum, accompanying Note; that no documents relating to this private placement as such have the Offering has not been filed with or reviewed examined by the United States Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All other jurisdiction; and that all documents, records and books pertaining to this investment requested by the undersigned have been made available by the Company to the undersigned and his the undersigned’s representatives, including without limitation his attorney the attorneys, accountants and/or his accountant, and that the books and records purchaser representatives of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of businessundersigned. In addition the The undersigned hereby further represents and warrants as follows: (a) The undersigned (Xis a natural person and is an “accredited investor” as defined in Regulation D under the Act and satisfies at least one of the categories of accredited investors set forth in Rule 501(a) if of Regulation D. [If the undersigned is not a natural person, please complete Annex A] ☐ has an individual net worth (I) is a citizen determined by subtracting total liabilities from total assets), or joint net worth with such person’s spouse, in excess of $1,000,000 (excluding such person's primary residence and indebtedness thereon up to the gross value of such residence, except that if the amount of such indebtedness outstanding at the time of the United Statespurchase of the Note exceeds the amount of such indebtedness outstanding 60 days before such time, other than as a result of the acquisition of the primary residence, the amount of such excess shall be included as a liability in the determination of such person's net worth); or ☐ had an individual income in excess of $200,000 (or a joint income together with such person’s spouse in excess of $300,000) in the two most recently completed calendar years, and at least 21 years reasonably expects to have an individual income in excess of age, and $200,000 (iior a joint income together with such person’s spouse in excess of $300,000) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction;current calendar year. (b) The undersigned has read and fully considered the section in the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of losshas, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available. (c) The undersigned is able (I) to bear the economic risk of this investment, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means of providing for current needs and personal contingenciesthe undersigned’s purchaser representative (if any) together have, and has no need for liquidity in this investment; (d) The undersigned has such knowledge and experience in financial and business matters that he/she is and the undersigned is, or the undersigned and any purchaser representative together are, capable of evaluating the merits and risks of an investment in the Shares Note and any securities acquired upon the conversion of the Note (the “Securities”) and of making an informed investment decision;. (c) The undersigned understands that an investment in the Company is speculative in nature, involves a high degree of risk and is suitable only for persons of substantial means who have no need for liquidity in their investment. (d) The undersigned understands and has fully considered for purposes of this investment that there are substantial restrictions on the transferability of the Note and any Securities and that there will be no public market for the Note or the Securities (to the extent the securities are not shares of the Company’s common stock), and, accordingly, it probably will not be possible for the undersigned to liquidate the undersigned’s investment in the Note or the Securities (to the extent the securities are not shares of the Company’s common stock) in the case of an emergency or to use the Note or the Securities (to the extent the securities are not shares of the Company’s common stock) as collateral for a loan. (e) The undersigned confirms that the undersigned (i) is able to bear the economic risk of an investment in the Note and any Securities, (ii) is able to hold the Note and/or the Securities for an indefinite period of time, (iii) is able to afford a complete loss of the undersigned’s investment and (iv) has adequate means of providing for the undersigned’s current needs and possible personal contingencies and has no need for liquidity in this investment. (f) The undersigned confirms that, in making his the decision to purchase the SharesNote, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax each such undersigned and other advisors, and that he and such the undersigned’s purchaser’s representatives and advisors have been given the opportunity to ask questions of, of and to receive answers from, officers of the Company and Counsel to from the Company concerning the terms Note and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in the Memorandum;Company. (fg) The Shares hereby subscribed for are Note is being acquired by the undersigned In in good faith solely for his/her the undersigned’s own personal account, account for investment purposes only, only and are not being purchased with a view to or for resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract contract, understanding, undertaking, agreement or arrangement arrangement, formal or informal, with any person to sell, transfer or pledge to any person the Shares Note or any part thereof, any interest therein or any rights thereto; the undersigned has no present current plans to enter into any such contract contract, undertaking, agreement, understanding or arrangement; and he/her the undersigned understands that as a result he/she the legal consequences of the foregoing representations and warranties are that the undersigned must bear the economic risk of an investment in the investment Note and any Securities for an indefinite period of time because the Shares Note and the Securities have not been registered under the Act and, therefore, and therefore cannot be sold in the United States unless they are subsequently registered under the Act (which the Company is not obligated to do and has no current intention of doing) or an exemption from such registration under the Act is available. (g) The undersigned consents to the placement of a legend, until the shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D available under the Act. The undersigned further agrees not to engage in any hedging transactions with regard to the Note or the Securities unless in compliance with the Act. (h) The information set forth in this Agreement regarding the undersigned is true, correct and complete. The foregoing representations and representations, warranties and undertakings, undertakings are made by the undersigned with the intent that they be relied upon in determining his the undersigned’s suitability as a purchaser of investors in the Shares Company, and the undersigned hereby agrees that such representations and warranties shall survive his the undersigned’s purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth aboveNote. If more than one person is signing this Agreement, each representation and representation, warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such person. For any undersigned partnership, corporation, trust or other entity, the undersigned have enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on behalf of the undersigned.

Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered hereby represents and sold pursuant warrants to the exemption from registration provided for in Section 4(2) of Company, the Securities Act of 1933, as amended, (following facts and understandings: 4.1 The Undersigned has received and read and is familiar with the "Act"), and Rule 506 of Regulation D promulgated thereunderStatement. The undersigned further understands that he Undersigned is purchasing the Shares without being furnished not relying on any offering literature or prospectus other than the Memorandum, that Statement and no documents relating to this private placement as such oral representations or warranties have been filed made to him. The Company assumes no responsibility for the accuracy or adequacy of the information contained in the Statement. 4.2 The Undersigned is familiar with or reviewed the activities of the Company and recognizes that the Company is now being organized for this venture and has no material history and an investment in the Shares involves a substantial degree of risk. 4.3 The Undersigned has been advised by the Securities and Exchange Commission or by any administrative agency charged Company to consult with the administration Undersigned's own personal tax advisor to determine the effect of an investment in the securities laws of any state. Company on the Undersigned's Federal income tax status. 4.4 All documents, records and books pertaining to this investment have been made available to for inspection by the undersigned and his representativesUndersigned or, including without limitation his if applicable, Undersigned's attorney and/or his accountant, accountant and/or "Purchaser Representative" (as set forth in Paragraph 4.15 hereof); and the Undersigned understands that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants as follows: (a) The undersigned (X) if an individual (I) is a citizen of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction; (b) The undersigned has read and fully considered the section in the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available. (c) 4.5 The undersigned is able (I) to bear the economic risk of this investment, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned Undersigned and/or his attorney and/or accountant and/or Purchaser Representative has adequate means of providing for current needs and personal contingencies, and has no need for liquidity in this investment; (d) The undersigned has such knowledge and experience in financial and business matters that he/she is capable of evaluating the merits and risks of an investment in the Shares and of making informed investment decision; (e) The undersigned confirms that, in making his decision to purchase the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given had the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel to the Company concerning the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, requested necessary to verify the accuracy of the contents of the Statement, and to confer with the officers of the Company and to ask questions of, and receive answers from, the Company or a person authorized to act on its behalf concerning the terms and conditions of the transaction or the Statement, and any additional information set forth requested was supplied to the Undersigned and/or such attorney and/or accountant and/or Purchaser Representative. 4.6 The Undersigned understands that the Offering of Units and the operation of the Company's proposed business is subject to numerous conflicts of interest and risks and has carefully read the description of certain of these conflicts and risks contained in the Memorandum; (f) Statement. The Shares hereby subscribed for are being acquired by the undersigned In good faith solely for his/her own personal account, for investment purposes only, and are not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement with any person Undersigned is able to sell, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is available. (g) The undersigned consents to the placement of a legend, until the shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (i.e., if he can afford a trustcomplete loss of his investment). 4.7 The Undersigned is familiar with the nature of and risks incident to investment in real estate and securities, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; has determined (either alone or if need be on the basis of consultation with his business and tax advisors) that the purchase of his Shares is consistent with his investment objectives and income prospects. 4.8 The Shares for which the Undersigned subscribes will be acquired for investment and not with a partnership, a copy view to the resale or distribution of such Shares; and such Shares is being acquired by the partnership agreement), (ii) The undersigned represents and warrants that it was not organized or reorganized Undersigned for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power Undersigned's own account and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entity; and (iv) The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, are made by the undersigned with the intent that they be relied upon in determining his suitability as a purchaser of the Shares and the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such person.the

Representations and Warranties of the Undersigned. The undersigned understands that the Shares are being offered and sold pursuant to the exemption from registration provided for in Section 4(2) of the Securities Act of 1933acknowledges, as amended, (the "Act"), and Rule 506 of Regulation D promulgated thereunder. The undersigned further understands that he is purchasing the Shares without being furnished any offering literature or prospectus other than the Memorandum, that no documents relating to this private placement as such have been filed with or reviewed by the Securities and Exchange Commission or by any administrative agency charged with the administration of the securities laws of any state. All documents, records and books pertaining to this investment have been made available to the undersigned and his representatives, including without limitation his attorney and/or his accountant, and that the books and records of the Company will be available upon reasonable notice for inspection by investors during reasonable business hours at its principal place of business. In addition the undersigned hereby represents and warrants to, and agrees with, the Company as follows: (a) a. The undersigned (X) if an individual (I) is a citizen of the United States, and at least 21 years of age, and (ii) is a bonafide permanent resident of and is domiciled in the State set forth on the signature page hereof and has no present intention of becoming a resident of any other State or jurisdiction, or (Y) if a partnership, trust, corporation or other entity, has a principal place of business and is domiciled in the State as set forth on the signature page thereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction; (b) The undersigned has read and fully considered the section in the Memorandum Entitled "Risk Factors" and understands that shares are extremely speculative investments with a high degree of risk of loss, and there will be no public market for the Shares and it may not be possible to liquidate an investment in the Shares; Common stock has not been registered under the Act or State Securities Laws and may not be sold until such Common Stock is registered under the Act or an exemption from such registration is available. (c) The undersigned is able (I) to bear the economic risk of this investment, (ii) to hold the Shares indefinitely, and (iii) presently to afford a complete loss of this investment; the undersigned has adequate means of providing for current needs and personal possible contingencies, and has anticipates no need for liquidity now or in this investmentthe foreseeable future to sell the Securities; (d) b. The undersigned has such knowledge and experience in financial and business matters that he/she makes the undersigned capable of evaluating the merits and risks of investment in the Company and of making an informed investment decision; c. The undersigned is aware that no federal or state agency has passed upon the Units or any of the Securities or made any finding or determination concerning the fairness of this investment; d. The undersigned has had an opportunity to ask questions of and receive answers from representatives of the Company, concerning the terms and conditions of this investment, and all such questions have been answered to the full satisfaction of the undersigned. Such representatives have not, however, rendered any investment advice to the undersigned with respect to the suitability of an investment in the Units; e. The Units for which the undersigned hereby subscribes, the Shares, the Options, and the Shares of Common Stock for which such Options may be exercised will be acquired for the undersigned's own account, for investment only and not with a view toward resale or distribution in a manner which would require registration under the Securities Act of 1933, as amended; f. The undersigned has been made aware by the Company that investment in the Units involves a high degree of risk and the possible loss of the total amount invested; g. The undersigned acknowledges that neither the Company nor any representative of the Company has made any representations or warranties in respect of the Company's business or profitability; h. The undersigned, if a corporation, partnership, trust or other form of business entity is authorized and otherwise duly qualified to purchase and hold the subscribed for Units. Such entity has its principal place of business as set forth on the signature page hereof and if such entity has been formed for the specific purpose of acquiring the Units subscribed to hereunder, it hereby agrees to supply any additional written information that may be required by the Company; i. All of the information that the undersigned has furnished in this Subscription Agreement and in the reports of the Company filed with the Securities and exchange Commission pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended, including without limitation, the Company's annual report on Form 10-K for the year ended December 31, 2001 and its quarterly report on Form 10Q for the period ended September 30, 2002 (the "SEC Reports"), including without limitation, those with respect to the undersigned's financial position and business status is correct and complete as of the date of this Subscription Agreement. In the event that there is a material change in such information prior to the time Units are sold to the Subscriber pursuant to this Subscription Agreement, the undersigned will immediately furnish the revised or corrected information to the Company; j. The Subscriber understands that the Company has no obligation to register the Securities, except as expressly hereinafter set forth, and the Company may not be able to effect such registration; k. The Subscriber acknowledges that he has had the opportunity to ask questions of, and receive answers from, the Company concerning the business and financial condition of the Company; and the opportunity to review the Company's Annual Report on Form 10-K for Fiscal Year ended December 31, 2001 together with all other reports filed by the Company pursuant to Section 13 of the Securities Exchange Act of 1934 subsequent to the filing of such Form 10-K through the date of the execution and delivery of this agreement; l. No warranties or representations have been made to the Subscriber by any officer, director, employee or agent of the Company, except as expressly set forth herein; m. The Subscriber has evaluated the risks of purchasing the Units; determined that the purchase of the Shares is a suitable investment; has adequate financial resources for an investment of such character; the Subscriber alone or with its representative, has such knowledge and experience in financial and business matters that the Subscriber is capable of evaluating the merits and risks of an investment in the Shares and of making informed investment decision; (e) The undersigned confirms that, in making his decision to purchase the Shares, he/she has relied solely upon independent investigations made by him/her and/or by his/her representatives, including his own professional tax and other advisors, and that he and such representatives and advisors have been given the opportunity to ask questions of, and to receive answers from, officers of the Company and Counsel to the Company concerning the terms and conditions of this offering, and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense, necessary to verify the accuracy of the information set forth in the Memorandum; (f) The Shares hereby subscribed for are being acquired by the undersigned In good faith solely for his/her own personal account, for investment purposes only, and are not being purchased for resale, resyndication, distribution, subdivision or fractionalization thereof; the undersigned has no contract or arrangement with any person to sell, transfer or pledge to any person the Shares or any part thereof, any interest therein or any rights thereto; the undersigned has no present plans to enter into any such contract or arrangement; and he/her understands that as a result he/she must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered under the Act and, therefore, cannot be sold unless they are subsequently registered under the Act or an exemption from such registration under the Act is available. (g) The undersigned consents to the placement of a legend, until the shares are registered, on the stock certificates evidencing the Shares being purchased, which legend shall be in a form substantially as follows: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THE SALE OR OTHER DISPOSITION OF THE SHARES IS PROHIBITED UNLESS THE COMPANY RECEIVES AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY AND ITS COUNSEL THAT SUCH SALE OR OTHER DISPOSITION CAN BE MADE WITHOUT REGISTRATION UNDER THE SECURITIES ACT OF 1933. BY ACQUIRING THE SHARES REPRESENTED HEREBY THE HOLDER REPRESENTS THAT HE HAS ACQUIRED SUCH SHARES FOR INVESTMENT AND THAT HE WILL NOT SELL OR OTHERWISE DISPOSE OF THESE SHARES WITHOUT REGISTRATION OR OTHER COMPLIANCE WITH THE AFORESAID ACT AND THE RULES AND REGULATIONS THEREUNDER."; (h) FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the undersigned is a partnership, corporation, trust or other entity; (i) The undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf (i.e., if a trust, a copy of the trust agreement; if a corporation, a certified corporation resolution authorizing the signature and a copy of the articles of incorporation; or if a partnership, a copy of the partnership agreement), (ii) The undersigned represents and warrants that it was not organized or reorganized for the specific purpose of acquiring Shares, and (iii) The undersigned has the full power and authority to execute this Subscription Agreement on behalf of such entity and to make the representations and warranties made herein on its behalf and this investment in the Company has been affirmatively authorized by the governing board of such entity and is not prohibited by the governing documents of the entityUnits; and (iv) n. The undersigned represents that he is an "accredited investor," as such term is defined in Rule 501 of Regulation D under the Act. The foregoing representations and warranties and undertakings, are representations made herein by the undersigned with the intent that they Subscriber are accurate, true and correct, and may be relied upon by the Company in determining his suitability as a purchaser connection with the issuance of the Shares and Units hereunder to the undersigned hereby agrees that such representations and warranties shall survive his purchase of the Shares. By executing this Agreement, the undersigned represents that he has read and acknowledged each of the representations set forth above. If more than one person is signing this Agreement, each representation and warranty and undertaking made herein shall be a joint and several representation, warranty or undertaking of each such personSubscriber.