0001144204-06-034128 Sample Contracts

CLASS A WARRANT AGREEMENT
Warrant Agreement • August 16th, 2006 • Elderwatch Inc • Services-nursing & personal care facilities • Nevada

The undersigned hereby irrevocably elects to exercise _________ of the Class A Warrants evidenced by the attached Warrant Certificate to purchase Warrant Shares, and herewith tenders (or is concurrently tendering) payment for such Warrant Shares in an amount determined in accordance with the terms of the Warrant Agreement. The undersigned requests that a certificate representing such Warrant Shares be registered in the name of , whose address is and that such certificate be delivered to , whose address is . If said number of Warrants is less than the number of Warrants evidenced by the Warrant Certificate (as calculated pursuant to the Warrant Agreement), the undersigned requests that a new Warrant Certificate evidencing the number of Warrants evidenced by this Warrant Certificate that are not being exercised be registered in the name of , whose address is and that such Warrant Certificate be delivered to , whose address is .

ELDERWATCH, INC. REGULATION S SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION
Regulation S Subscription Agreement • August 16th, 2006 • Elderwatch Inc • Services-nursing & personal care facilities • New York