Common use of Governing Law; Choice of Venue Clause in Contracts

Governing Law; Choice of Venue. Notwithstanding the fact that the Company may conduct business in states other than Colorado, and notwithstanding the fact that some or all of the shareholders may be residents of states other than Colorado, this Agreement and the rights of the parties hereunder will be governed by, interpreted, and enforced in accordance with the laws of the State of Colorado without regard to conflict of laws principles or provisions. Any action or proceeding against any of the parties to this Agreement relating in any way to this Agreement or the subject matter hereof shall be brought and enforced exclusively in the competent state or federal courts of Colorado, and the parties to this Agreement consent to the exclusive jurisdiction of such courts in respect of such action or proceeding. Dated: November 30, 2006 ------------------ The Freeman Corporation ------------------------------------------------ Name of Entity Typed or Printed By: /s/ Scott S. Hisle (sigxxxxxx) ------------------------- Its: CFO (title or capacity) ------------------------- PO BOX 96-415 Magnolia Sx. ------------------------------------------------ Address Winchester, KY 40392 ------------------------------------------------ The Company hereby accepts the subscription evidenced by this Agreement to be effective as of December 5, 2007: HENRY COUNTY PLYWOOD CORXXXXXION By: /s/ John Venette ----------------------------- Name: John Venette Title: CFO Treasurer CERTIFICATE OF SIGNATORY (To be completed if Shares are being subscribed for by an Entity) I, Scott S. Hisle am the CFX xx Xxx Xxxxxan Corporation (the "Xxxxxy"). I certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of the Subscription Agreement and to purchase and hold the Shares, and certify further that this Agreement has been duly and validly executed on behalf of the Entity and constitutes a legal and binding obligation of the Entity.

Governing Law; Choice of Venue. Notwithstanding the fact that the Company may conduct business in states other than Colorado, and notwithstanding the fact that some or all of the shareholders may be residents of states other than Colorado, this Agreement and the rights of the parties hereunder will be governed by, interpreted, and enforced in accordance with the laws of the State of Colorado without regard to conflict of laws principles or provisions. Any action or proceeding against any of the parties to this Agreement relating in any way to this Agreement or the subject matter hereof shall be brought and enforced exclusively in the competent state or federal courts of Colorado, and the parties to this Agreement consent to the exclusive jurisdiction of such courts in respect of such action or proceeding. Dated: November 3014, 2006 ------------------ The Freeman Corporation Leitz Tooling Systems, Inc. ------------------------------------------------ Name of Entity Typed or Printed By: /s/ Scott S. Hisle Robert Boss (sigxxxxxx) ------------------------- Its: CFO Vice President (title or capacity) ------------------------- PO BOX 96-415 Magnolia Sx. 4301 East Paris Ave ------------------------------------------------ Address WinchesterGrand Rapids, KY 40392 MI 49512 ------------------------------------------------ The Company hereby accepts the subscription evidenced by this Agreement to be effective as of December 5, 2007: HENRY COUNTY PLYWOOD CORXXXXXION By: /s/ John Venette ----------------------------- Name: John Venette Title: CFO Treasurer CERTIFICATE OF SIGNATORY (To be completed if Shares are being subscribed for by an Entity) I, Scott S. Hisle Robert Boss am the CFX xx Xxx Xxxxxan Corporation ASST Xxx. Xice President of Leitz Tooling Systems, Inc. (the "XxxxxyEntity"). I certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of the Subscription Agreement and to purchase and hold the Shares, and certify further that this Agreement has been duly and validly executed on behalf of the Entity and constitutes a legal and binding obligation of the Entity.

Governing Law; Choice of Venue. Notwithstanding the fact that the Company may conduct business in states other than Colorado, and notwithstanding the fact that some or all of the shareholders may be residents of states other than Colorado, this Agreement and the rights of the parties hereunder will be governed by, interpreted, and enforced in accordance with the laws of the State of Colorado without regard to conflict of laws principles or provisions. Any action or proceeding against any of the parties to this Agreement relating in any way to this Agreement or the subject matter hereof shall be brought and enforced exclusively in the competent state or federal courts of Colorado, and the parties to this Agreement consent to the exclusive jurisdiction of such courts in respect of such action or proceeding. Dated: November 30February 23, 2006 2007 ------------------ The Freeman Corporation Individual Creditor(s): _______________________________________________ Creditor (Signature) _______________________________________________ Creditor (Signature, if more than one investor) _______________________________________________ Print Name _______________________________________________ Print Name (If more than one investor) _______________________________________________ Address _______________________________________________ Entity Creditors: Precision Face Veneers ------------------------------------------------ Name of Entity Typed or Printed By: /s/ Scott S. Hisle Steven W. Mc Neil (sigxxxxxxsixxxxxxx) ------------------------- Its: CFO President (title or capacity) ------------------------- PO BOX 96-415 Magnolia Sx. P.O. Box 5528 ------------------------------------------------ Address WinchesterXxxxxxx Xxxx Xxxxx, KY 40392 XX 00000 ------------------------------------------------ The Company hereby accepts the subscription evidenced by this Agreement to be effective as of December 5, 2007: HENRY COUNTY PLYWOOD CORXXXXXION By: /s/ John Venette ----------------------------- Name: John Venette Title: CFO Treasurer CERTIFICATE OF SIGNATORY (To be completed if Shares are being subscribed for by an Entity) I, Scott S. Hisle Steven W. Mc Neil am the CFX Xxxxxxxxx xx Xxx Xxxxxan Corporation Xxxcision Face Veneers (the "XxxxxyEntity"). I certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of the Subscription Agreement and to purchase and hold the Shares, and certify further that this Agreement has been duly and validly executed on behalf of the Entity and constitutes a legal and binding obligation of the Entity.

Governing Law; Choice of Venue. Notwithstanding the fact that the Company may conduct business in states other than Colorado, and notwithstanding the fact that some or all of the shareholders may be residents of states other than Colorado, this Agreement and the rights of the parties hereunder will be governed by, interpreted, and enforced in accordance with the laws of the State of Colorado without regard to conflict of laws principles or provisions. Any action or proceeding against any of the parties to this Agreement relating in any way to this Agreement or the subject matter hereof shall be brought and enforced exclusively in the competent state or federal courts of Colorado, and the parties to this Agreement consent to the exclusive jurisdiction of such courts in respect of such action or proceeding. Dated: November 3014, 2006 ------------------ The Freeman Corporation Automatic Lathe Cutterhead ------------------------------------------------ Name of Entity Typed or Printed By: /s/ Scott S. Hisle Craig Turner (sigxxxxxxsignxxxxx) ------------------------- Its: CFO President (title or capacity) ------------------------- PO BOX 96-415 Magnolia Sx. 1012 W. Market Center Dr. ------------------------------------------------ Address WinchesterHigh Point, KY 40392 NC 27260 ------------------------------------------------ The Company hereby accepts the subscription evidenced by this Agreement to be effective as of December 5, 2007: HENRY COUNTY PLYWOOD CORXXXXXION By: /s/ John Venette ----------------------------- Name: John Venette Title: CFO Treasurer CERTIFICATE OF SIGNATORY (To be completed if Shares are being subscribed for by an Entity) I, Scott S. Hisle Craig W. Turner am the CFX Pxxxxxxxx xx Xxx Xxxxxan Corporation Xxxomatic Lathe Cutterhead (the "XxxxxyEntity"). I certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of the Subscription Agreement and to purchase and hold the Shares, and certify further that this Agreement has been duly and validly executed on behalf of the Entity and constitutes a legal and binding obligation of the Entity.

Governing Law; Choice of Venue. Notwithstanding the fact that the Company may conduct business in states other than Colorado, and notwithstanding the fact that some or all of the shareholders may be residents of states other than Colorado, this Agreement and the rights of the parties hereunder will be governed by, interpreted, and enforced in accordance with the laws of the State of Colorado without regard to conflict of laws principles or provisions. Any action or proceeding against any of the parties to this Agreement relating in any way to this Agreement or the subject matter hereof shall be brought and enforced exclusively in the competent state or federal courts of Colorado, and the parties to this Agreement consent to the exclusive jurisdiction of such courts in respect of such action or proceeding. Dated: November 3022, 2006 ------------------ The Freeman Corporation Genwove US LTD/Swords Veneer and Lumber Co. ------------------------------------------------ Name of Entity Typed or Printed By: /s/ Scott S. Hisle Ulrich Heger (sigxxxxxxsixxxxxxx) ------------------------- Its: CFO Controller (title or capacity) ------------------------- PO BOX 96-415 Magnolia Sx. ------------------------------------------------ Address Winchester, KY 40392 ------------------------------------------------ The Company hereby accepts the subscription evidenced by this Agreement to be effective as of December 5, 2007____________,200_: HENRY COUNTY PLYWOOD CORXXXXXION By: /s/ John Venette ----------------------------- Name: John Venette Title: CFO Treasurer CERTIFICATE OF SIGNATORY (To be completed if Shares are being subscribed for by an Entity) I, Scott S. Hisle Ulrich Heger am the CFX Contxxxxxx xx Xxx Xxxxxan Corporation Xxnwove US LTD/Swords Veneer and Lumber Co. (the "XxxxxyEntity"). I certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of the Subscription Agreement and to purchase and hold the Shares, and certify further that this Agreement has been duly and validly executed on behalf of the Entity and constitutes a legal and binding obligation of the Entity.

Governing Law; Choice of Venue. Notwithstanding the fact that the Company may conduct business in states other than Colorado, and notwithstanding the fact that some or all of the shareholders may be residents of states other than Colorado, this Agreement and the rights of the parties hereunder will be governed by, interpreted, and enforced in accordance with the laws of the State of Colorado without regard to conflict of laws principles or provisions. Any action or proceeding against any of the parties to this Agreement relating in any way to this Agreement or the subject matter hereof shall be brought and enforced exclusively in the competent state or federal courts of Colorado, and the parties to this Agreement consent to the exclusive jurisdiction of such courts in respect of such action or proceeding. Dated: November 3015, 2006 ------------------ The Freeman Corporation ATC Panels, Inc. ------------------------------------------------ Name of Entity Typed or Printed By: /s/ Scott S. Hisle Rodolfo Salman (sigxxxxxx) ------------------------- Its: CFO (title or capacity) ------------------------- PO BOX 96-415 Magnolia Sx. 985 Corinth Road ------------------------------------------------ Address WinchesterMoncure, KY 40392 NC 27559 ------------------------------------------------ The Company hereby accepts the subscription evidenced by this Agreement to be effective as of December 5, 2007: HENRY COUNTY PLYWOOD CORXXXXXION By: /s/ John Venette ----------------------------- Name: John Venette Title: CFO Treasurer CERTIFICATE OF SIGNATORY (To be completed if Shares are being subscribed for by an Entity) I, Scott S. Hisle Rodolfo Salman am the CFX xx Xxx Xxxxxan Corporation XXX Xxxxxs, Inc. (the "XxxxxyEntity"). I certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of the Subscription Agreement and to purchase and hold the Shares, and certify further that this Agreement has been duly and validly executed on behalf of the Entity and constitutes a legal and binding obligation of the Entity.

Governing Law; Choice of Venue. Notwithstanding the fact that the Company may conduct business in states other than Colorado, and notwithstanding the fact that some or all of the shareholders may be residents of states other than Colorado, this Agreement and the rights of the parties hereunder will be governed by, interpreted, and enforced in accordance with the laws of the State of Colorado without regard to conflict of laws principles or provisions. Any action or proceeding against any of the parties to this Agreement relating in any way to this Agreement or the subject matter hereof shall be brought and enforced exclusively in the competent state or federal courts of Colorado, and the parties to this Agreement consent to the exclusive jurisdiction of such courts in respect of such action or proceeding. Dated: November 30December 1, 2006 ------------------ The Freeman Corporation ----------------- Norstam Veneers, Inc. ------------------------------------------------ Name of Entity Typed or Printed By: /s/ Scott S. Hisle Mark E. Fitzgerald (sigxxxxxxsixxxxxxx) ------------------------- Its: CFO President (title or capacity) ------------------------- PO BOX 96-415 Magnolia Sx. P.O. Box 32 ------------------------------------------------ Address WinchesterXxxxxxx Xxxxxxxxx, KY 40392 XX 00000 ------------------------------------------------ The Company hereby accepts the subscription evidenced by this Agreement to be effective as of December 5, 2007: HENRY COUNTY PLYWOOD CORXXXXXION By: /s/ John Venette ----------------------------- Name: John Venette Title: CFO Treasurer CERTIFICATE OF SIGNATORY (To be completed if Shares are being subscribed for by an Entity) I, Scott S. Hisle Mark E. Fitzgerald am the CFX thx Xxxxxxxxx xx Xxx Xxxxxan Corporation Xxxstam Veneers, Inc. (the "XxxxxyEntity"). I certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of the Subscription Agreement and to purchase and hold the Shares, and certify further that this Agreement has been duly and validly executed on behalf of the Entity and constitutes a legal and binding obligation of the Entity.

Governing Law; Choice of Venue. Notwithstanding the fact that the Company may conduct business in states other than Colorado, and notwithstanding the fact that some or all of the shareholders may be residents of states other than Colorado, this Agreement and the rights of the parties hereunder will be governed by, interpreted, and enforced in accordance with the laws of the State of Colorado without regard to conflict of laws principles or provisions. Any action or proceeding against any of the parties to this Agreement relating in any way to this Agreement or the subject matter hereof shall be brought and enforced exclusively in the competent state or federal courts of Colorado, and the parties to this Agreement consent to the exclusive jurisdiction of such courts in respect of such action or proceeding. Dated: November 30,200 --------------- Arkansas Face Veneer Co, 2006 ------------------ The Freeman Corporation Inc. ------------------------------------------------ Name of Entity Typed or Printed By: /s/ Scott S. Hisle Randi M. Pearson (sigxxxxxxsignaxxxx) ------------------------- Its: CFO Treasurer (title or capacity) ------------------------- PO BOX 96-415 Magnolia Sx. ------------------------------------------------ Address Winchester, KY 40392 ------------------------------------------------ The Company hereby accepts the subscription evidenced by this Agreement to be effective as of December 5, 2007: HENRY COUNTY PLYWOOD CORXXXXXION By: /s/ John Venette ----------------------------- Name: John Venette Title: CFO Treasurer CERTIFICATE OF SIGNATORY (To be completed if Shares are being subscribed for by an Entity) I, Scott S. Hisle Randi M. Pearson am the CFX Xxxxxxxxx xx Xxx Xxxxxan Corporation Xxxansas Face Veneer Co, Inc. (the "XxxxxyEntity"). I certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of the Subscription Agreement and to purchase and hold the Shares, and certify further that this Agreement has been duly and validly executed on behalf of the Entity and constitutes a legal and binding obligation of the Entity.

Governing Law; Choice of Venue. Notwithstanding the fact that the Company may conduct business in states other than Colorado, and notwithstanding the fact that some or all of the shareholders may be residents of states other than Colorado, this Agreement and the rights of the parties hereunder will be governed by, interpreted, and enforced in accordance with the laws of the State of Colorado without regard to conflict of laws principles or provisions. Any action or proceeding against any of the parties to this Agreement relating in any way to this Agreement or the subject matter hereof shall be brought and enforced exclusively in the competent state or federal courts of Colorado, and the parties to this Agreement consent to the exclusive jurisdiction of such courts in respect of such action or proceeding. Dated: November 3029, 2006 ------------------ The Freeman Corporation Individual Creditor(s): /s/ James M. Cassady ----------------------------------------------- Creditor (Signature) ----------------------------------------------- Creditor (Signature, if more than one investor) James M. Cassady ----------------------------------------------- Print Name ----------------------------------------------- Print Name (If more than one investor) 1944 Wingfield Orchard Rx. ----------------------------------------------- Address Martinsville, VA 24112 ----------------------------------------------- Entity Creditors: ------------------------------------------------ Name of Entity Typed or Printed By: /s/ Scott S. Hisle (sigxxxxxxsignature) ------------------------- Its: CFO (title or capacity) ------------------------- PO BOX 96-415 Magnolia Sx. ------------------------------------------------ Address Winchester, KY 40392 ------------------------------------------------ The Company hereby accepts the subscription evidenced by this Agreement to be effective as of December 5, 2007: HENRY COUNTY PLYWOOD CORXXXXXION By: /s/ John Venette ----------------------------- Name: John Venette Title: CFO Treasurer CERTIFICATE OF SIGNATORY (To be completed if Shares are being subscribed for by an Entity) I, Scott S. Hisle am the CFX xx Xxx Xxxxxan Corporation (the "Xxxxxy"). I certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of the Subscription Agreement and to purchase and hold the Shares, and certify further that this Agreement has been duly and validly executed on behalf of the Entity and constitutes a legal and binding obligation of the Entity.Treasurer

Governing Law; Choice of Venue. Notwithstanding the fact that the Company may conduct business in states other than Colorado, and notwithstanding the fact that some or all of the shareholders may be residents of states other than Colorado, this Agreement and the rights of the parties hereunder will be governed by, interpreted, and enforced in accordance with the laws of the State of Colorado without regard to conflict of laws principles or provisions. Any action or proceeding against any of the parties to this Agreement relating in any way to this Agreement or the subject matter hereof shall be brought and enforced exclusively in the competent state or federal courts of Colorado, and the parties to this Agreement consent to the exclusive jurisdiction of such courts in respect of such action or proceeding. Dated: November 3013, 2006 ------------------ The Freeman Corporation Interforest Corp. ------------------------------------------------ Name of Entity Typed or Printed By: /s/ Scott S. Hisle Angie Zweifel (sigxxxxxxxxxxxxxre) ------------------------- ---------------------------------- Its: CFO Credit & Collection Administrator (title or capacity) ------------------------- PO BOX 96-415 Magnolia Sx. ---------------------------------- 300 Standard Drive, Triax Xxxxxxxxxx Xxxx ------------------------------------------------ Address WinchesterGreensboro, KY 40392 North Carolixx 00000 ------------------------------------------------ The Company hereby accepts the subscription evidenced by this Agreement to be effective as of December 5, 2007: HENRY COUNTY PLYWOOD CORXXXXXION By: /s/ John Venette ----------------------------- Name: John Venette Title: CFO Treasurer CERTIFICATE OF SIGNATORY (To be completed if Shares are being subscribed for by an Entity) I, Scott S. Hisle Angie Zweifel am the CFX xx Xxx Xxxxxan Corporation Crexxx & Xxxxxxxion Administrator of Interforest Corp. (the "XxxxxyEntity"). I certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of the Subscription Agreement and to purchase and hold the Shares, and certify further that this Agreement has been duly and validly executed on behalf of the Entity and constitutes a legal and binding obligation of the Entity.

Governing Law; Choice of Venue. Notwithstanding the fact that the Company may conduct business in states other than Colorado, and notwithstanding the fact that some or all of the shareholders may be residents of states other than Colorado, this Agreement and the rights of the parties hereunder will be governed by, interpreted, and enforced in accordance with the laws of the State of Colorado without regard to conflict of laws principles or provisions. Any action or proceeding against any of the parties to this Agreement relating in any way to this Agreement or the subject matter hereof shall be brought and enforced exclusively in the competent state or federal courts of Colorado, and the parties to this Agreement consent to the exclusive jurisdiction of such courts in respect of such action or proceeding. Dated: November 30February 23, 2006 2007 ------------------ The Freeman Corporation Individual Creditor(s): _______________________________________________ Creditor (Signature) _______________________________________________ Creditor (Signature, if more than one investor) _______________________________________________ Print Name _______________________________________________ Print Name (If more than one investor) _______________________________________________ Address _______________________________________________ Entity Creditors: Clayton Rugg Veneers ------------------------------------------------ Name of Entity Typed or Printed By: /s/ Scott S. Hisle David Andrews (sigxxxxxxsixxxxxxx) ------------------------- Its: CFO Owner (title or capacity) ------------------------- PO BOX 96-415 Magnolia Sx. ------------------------------------------------ Address Winchester, KY 40392 ------------------------------------------------ The Company hereby accepts the subscription evidenced by this Agreement to be effective as of December 5, 2007: HENRY COUNTY PLYWOOD CORXXXXXION By: /s/ John Venette ----------------------------- Name: John Venette Title: CFO Treasurer CERTIFICATE OF SIGNATORY (To be completed if Shares are being subscribed for by an Entity) I, Scott S. Hisle David Andrews am the CFX ownxx xx Xxx Xxxxxan Corporation Xxxxxxx Rugg Veneers (the thx "XxxxxyXxxxxx"). I certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of the Subscription Agreement and to purchase and hold the Shares, and certify further that this Agreement has been duly and validly executed on behalf of the Entity and constitutes a legal and binding obligation of the Entity.

Governing Law; Choice of Venue. Notwithstanding the fact that the Company may conduct business in states other than Colorado, and notwithstanding the fact that some or all of the shareholders may be residents of states other than Colorado, this Agreement and the rights of the parties hereunder will be governed by, interpreted, and enforced in accordance with the laws of the State of Colorado without regard to conflict of laws principles or provisions. Any action or proceeding against any of the parties to this Agreement relating in any way to this Agreement or the subject matter hereof shall be brought and enforced exclusively in the competent state or federal courts of Colorado, and the parties to this Agreement consent to the exclusive jurisdiction of such courts in respect of such action or proceeding. Dated: November 30February 23, 2006 2007 ------------------ The Freeman Corporation Individual Creditor(s): _______________________________________________ Creditor (Signature) _______________________________________________ Creditor (Signature, if more than one investor) _______________________________________________ Print Name _______________________________________________ Print Name (If more than one investor) _______________________________________________ Address _______________________________________________ Entity Creditors: Robert A. Brinegar Truckxxx, Xxx. ------------------------------------------------ Name of Entity Typed or Printed By: /s/ Scott S. Hisle William A. Brinegar (sigxxxxxxsxxxxxxxx) ------------------------- Its: CFO President (title or capacity) ------------------------- PO BOX 96-415 Magnolia Sx. ------------------------------------------------ Address Winchester, KY 40392 ------------------------------------------------ The Company hereby accepts the subscription evidenced by this Agreement to be effective as of December 5, 2007: HENRY COUNTY PLYWOOD CORXXXXXION By: /s/ John Venette ----------------------------- Name: John Venette Title: CFO Treasurer CERTIFICATE OF SIGNATORY (To be completed if Shares are being subscribed for by an Entity) I, Scott S. Hisle William A. Brinegar am the CFX txx Xxxxxxxxx xx Xxx Xxxxxan Corporation Xxxert A. Brinegar Truckxxx, Xxx. (the xxx "XxxxxyXxtity"). I certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of the Subscription Agreement and to purchase and hold the Shares, and certify further that this Agreement has been duly and validly executed on behalf of the Entity and constitutes a legal and binding obligation of the Entity.

Governing Law; Choice of Venue. Notwithstanding the fact that the Company may conduct business in states other than Colorado, and notwithstanding the fact that some or all of the shareholders may be residents of states other than Colorado, this Agreement and the rights of the parties hereunder will be governed by, interpreted, and enforced in accordance with the laws of the State of Colorado without regard to conflict of laws principles or provisions. Any action or proceeding against any of the parties to this Agreement relating in any way to this Agreement or the subject matter hereof shall be brought and enforced exclusively in the competent state or federal courts of Colorado, and the parties to this Agreement consent to the exclusive jurisdiction of such courts in respect of such action or proceeding. Dated: November 30December 1, 2006 ------------------ The Freeman Corporation ----------------- Indiana Veneers Corp. ------------------------------------------------ Name of Entity Typed or Printed By: /s/ Scott S. Hisle Werner Lorenz (sigxxxxxx) ------------------------- Its: CFO President (title or capacity) ------------------------- PO BOX 96-415 Magnolia Sx. 1121 E. 24th Street ------------------------------------------------ Address WinchesterIndianapolis, KY 40392 IN 46205 ------------------------------------------------ The Company hereby accepts the subscription evidenced by this Agreement to be effective as of December 5, 2007: HENRY COUNTY PLYWOOD CORXXXXXION By: /s/ John Venette ----------------------------- Name: John Venette Title: CFO Treasurer CERTIFICATE OF SIGNATORY (To be completed if Shares are being subscribed for by an Entity) I, Scott S. Hisle Werner Lorenz am the CFX Prexxxxxx xx Xxx Xxxxxan Corporation Xxxiana Veneers Corp. (the "XxxxxyEntity"). I certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of the Subscription Agreement and to purchase and hold the Shares, and certify further that this Agreement has been duly and validly executed on behalf of the Entity and constitutes a legal and binding obligation of the Entity.

Governing Law; Choice of Venue. Notwithstanding the fact that the Company may conduct business in states other than Colorado, and notwithstanding the fact that some or all of the shareholders may be residents of states other than Colorado, this Agreement and the rights of the parties hereunder will be governed by, interpreted, and enforced in accordance with the laws of the State of Colorado without regard to conflict of laws principles or provisions. Any action or proceeding against any of the parties to this Agreement relating in any way to this Agreement or the subject matter hereof shall be brought and enforced exclusively in the competent state or federal courts of Colorado, and the parties to this Agreement consent to the exclusive jurisdiction of such courts in respect of such action or proceeding. Dated: November 30February 23, 2006 2007 ------------------ The Freeman Corporation Individual Creditor(s): _______________________________________________ Creditor (Signature) _______________________________________________ Creditor (Signature, if more than one investor) _______________________________________________ Print Name _______________________________________________ Print Name (If more than one investor) _______________________________________________ Address _______________________________________________ Entity Creditors: ------------------------------------------------ Name of Entity Typed or Printed By: /s/ Scott S. Hisle W.C. Armentrout (sigxxxxxxsixxxxxxx) ------------------------- Its: CFO Sec. & Treas. (title or capacity) ------------------------- PO BOX 96-415 Magnolia Sx. ------------------------------------------------ _______________________________________________ Address Winchester, KY 40392 ------------------------------------------------ _______________________________________________ The Company hereby accepts the subscription evidenced by this Agreement to be effective as of December 5, 2007: HENRY COUNTY PLYWOOD CORXXXXXION By: /s/ John Venette ----------------------------- Name: John Venette Title: CFO Treasurer CERTIFICATE OF SIGNATORY (To be completed if Shares are being subscribed for by an Entity) I, Scott S. Hisle am the CFX xx Xxx Xxxxxan Corporation (the "Xxxxxy"). I certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of the Subscription Agreement and to purchase and hold the Shares, and certify further that this Agreement has been duly and validly executed on behalf of the Entity and constitutes a legal and binding obligation of the Entity.

Governing Law; Choice of Venue. Notwithstanding the fact that the Company may conduct business in states other than Colorado, and notwithstanding the fact that some or all of the shareholders may be residents of states other than Colorado, this Agreement and the rights of the parties hereunder will be governed by, interpreted, and enforced in accordance with the laws of the State of Colorado without regard to conflict of laws principles or provisions. Any action or proceeding against any of the parties to this Agreement relating in any way to this Agreement or the subject matter hereof shall be brought and enforced exclusively in the competent state or federal courts of Colorado, and the parties to this Agreement consent to the exclusive jurisdiction of such courts in respect of such action or proceeding. Dated: November 3015, 2006 ------------------ The Freeman Corporation Mauthei, Incorporated ------------------------------------------------ Name of Entity Typed or Printed By: /s/ Scott S. Hisle Thomas E. Manthei (sigxxxxxx) ------------------------- Its: CFO President (title or capacity) ------------------------- PO BOX 96-415 Magnolia Sx3996 Charlevoix Ave. ------------------------------------------------ Address WinchesterPetoskey, KY 40392 MI 49770 ------------------------------------------------ The Company hereby accepts the subscription evidenced by this Agreement to be effective as of December 5, 2007: HENRY COUNTY PLYWOOD CORXXXXXION By: /s/ John Venette ----------------------------- Name: John Venette Title: CFO Treasurer CERTIFICATE OF SIGNATORY (To be completed if Shares are being subscribed for by an Entity) I, Scott S. Hisle am Thomas E. Mantheiam the CFX xx Xxx Xxxxxan Corporation Xxxxxxxxx of Mauthei, Incorporated (the "XxxxxyEntity"). I certify that I am empowered and duly authorized by the Entity to execute and carry out the terms of the Subscription Agreement and to purchase and hold the Shares, and certify further that this Agreement has been duly and validly executed on behalf of the Entity and constitutes a legal and binding obligation of the Entity.