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

Representations and Warranties of the Undersigned. The Undersigned hereby represents and warrants that: A. The Undersigned is financially responsible, able to meet his/her/its obligations hereunder, and acknowledges this investment may be long term and is by its nature speculative; further, the Undersigned acknowledges he/she/it is financially capable of bearing the risk of this investment. B. The Undersigned has had substantial experience in business or investments in one or more of the following: (i) knowledge of and investment experience with securities, such as stocks and bonds; (ii) ownership of interests in new ventures and/or start-up companies; (iii) experience in business and financial dealings, and the Undersigned can protect his/her/its own interests in an investment of this nature and does not have a "Purchaser Representative," as that term is defined in Regulation D of the Securities Act of 1933, as amended, (the "Securities Act") and does not need such a Representative. C. The Undersigned is capable of bearing the high degree of economic risks and burdens of this investment, including, but not limited to, the possibility of complete loss of all his/her/its investment capital and the lack of a liquid public market, such that he/she/it may not be able to readily liquidate the investment whenever desired or at the then current asking price of the Stock. D. At no time was the Undersigned presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement, or any other form of general advertising otherwise than in connection and concurrently with this Offer. E. The Stock which the Undersigned hereby subscribes is being acquired solely for his/her/its own account, for investment, and is not being purchased with a view to or for the resale or distribution thereof and the Undersigned has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale or distribution. The foregoing representations and warranties shall be true and accurate as of the date hereof and as of the date of any acceptance of this Offer by the Company and shall survive the date of such acceptance by the Company.

Representations and Warranties of the Undersigned. The Undersigned undersigned makes the following representations and warranties, together with the representations made by the undersigned in the Purchaser Questionnaire attached hereto as Exhibit A (which representations are incorporated herein by this reference), with the intent that they be relied upon by the Company and its officers, directors, employees, agents and counsel in determining the undersigned's suitability as a purchaser of the Securities. The undersigned hereby represents agrees that such representations and warrants that: A. The Undersigned is financially responsible, able to meet his/her/its obligations hereunder, and acknowledges warranties shall survive the purchase of the Securities. By signing this investment may be long term and is by its nature speculative; furtherAgreement, the Undersigned acknowledges he/she/it is financially capable of bearing undersigned represents that he or she has read and acknowledged the risk of representations set forth in this investmentSection 3 and the Purchaser Questionnaire. B. (a) The Undersigned has had substantial experience undersigned is the sole and true party in business or investments in one or more of interest, is acquiring the following: (i) knowledge of and investment experience with securities, such as stocks and bonds; (ii) ownership of interests in new ventures and/or start-up companies; (iii) experience in business and financial dealings, and the Undersigned can protect Securities for his/her/its own interests account for investment, is not purchasing the Securities subscribed for hereby for the benefit of any other person, and has no present intention of holding or managing the Securities with others or of selling, distributing or otherwise disposing of any portion of the Securities. (b) The undersigned (i) if an individual, is at least 21 years of age, and (ii) is a bona fide permanent resident of and is domiciled in the state or country set forth on the signature page hereof and has no present intention of becoming a resident of any other state or jurisdiction. (d) The undersigned is aware that an investment of this nature and does not have a "Purchaser Representative," as that term is defined in Regulation D of the Securities Act is highly speculative and subject to substantial risks. The undersigned has adequate means of 1933providing for his/her/its current needs and possible contingencies, as amended, (the "Securities Act") and does not need such a Representative. C. The Undersigned is capable of bearing able to bear the high degree of economic risks and burdens risk of this investment, including, but not limited to, (i) the possibility of the complete loss of all his/her/its investment capital and the undersigned's entire investment, (ii) the lack of a liquid public marketmarket for the Securities, (iii) if applicable to the undersigned, the principal and interest payments and other payments and fees required with respect to any loan, the proceeds of which were used to purchase the Securities. (e) The undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities and making an informed investment decision. (f) The undersigned understands that the Securities will not be registered under the Securities Act of 1933, as amended (the "1933 Act"), or any state securities laws, in partial reliance upon exemptions from registration for certain private offerings. The undersigned understands and agrees that the Securities, or any interest therein, may not be resold or otherwise disposed of by the undersigned unless the Securities are subsequently registered under the 1933 Act and under all applicable state securities laws or unless the Company receives an opinion of counsel, satisfactory to it that an exemption from registration is available. Further, the undersigned understands that only the Company can take action so as to register the Securities and the Company is under no obligation to do so at its own expense, however, should the undersigned request the Company to file a registration statement at the undersigned expense, the Company will file a registration statement in a timely manner. (g) The undersigned acknowledges and confirms that he/she/it may not be able has been given a reasonable opportunity to readily liquidate the investment whenever desired or at the then current asking price review all documents, books, records and materials of the StockCompany pertaining to this investment, has been supplied with all additional information concerning the Company and the Securities that has been requested, has had a reasonable opportunity to ask questions of and receive answers from the Company or its authorized representatives concerning this subscription and that all questions have been answered to the full satisfaction of the undersigned. Without limiting the generality of the foregoing, the undersigned acknowledges he/she/it has read and analyzed, and retained copies of, this Agreement and the following documents (collectively referred to as the "Disclosure Package"): (i) A draft of Annual Report on Form 10-K of the Company for the Fiscal Year Ended June 30, 2013; (ii) Quarterly Report on Form 10-Q of the Company for the Quarter Ended March 31, 2014, as filed with the SEC on May 20, 2014; (iii) Such other documents as the undersigned has requested from the Company. Item (i) and (ii) collectively are referred to as the “SEC Filings.” (h) The undersigned understands that (i) any investment in the Securities is highly speculative and is subject to a high degree of risk, and (ii) there are substantial restrictions on the transferability of, and there will be no public market for, the Securities, and it may be impossible to liquidate an investment in the Securities in case of an emergency. D. At (i) The undersigned has received no time was representations, written or oral, from the Undersigned presented Company or its officers, directors, employees, attorneys or agents, other than those contained in this Agreement, and the “Representation Letter From Management” with the following representations: 1. Agricon has to the best of our knowledge no other obligations as of 30 June 2014 than those listed in the “Agricon Global Corporation Balance Sheet dated 30 June 2014 and included in the Company’s 10K Report”, amounting to cash needed of USD 242,996. The company now only has normal expenses to two employees, audit and filing expenses, 2. The total cash needed to settle all outstanding debts of Agricon as per 30 June 2014 amounts to USD 330,497, 3. The undersigned are not aware of any further claims or solicited by any leafletpotential claims that could be expected to be raised against Agricon as of today’s date, 4. All transactions including the issuing of shares against debts has taken place and all registrations, public promotional meetinginformation etc. regarding this has been taken care of and finalized, circular5. Agricon has no subsidiaries as of today’s date and all transactions regarding the sales of previous subsidiaries has been finalized. This Representation Letter From Management was signed by Soren Xxxxxxxx, newspaper or magazine articleXxx Bench, radio or television advertisementXxxx Xxxxxxxxx, or any other form of general advertising otherwise than in connection Xxxx Xxxxxxxx, and concurrently with this Offer. E. The Stock which Xxxxx Xxxxx. In making the Undersigned hereby subscribes is being acquired decision to purchase the Securities, the undersigned has relied solely for upon his/her/its own accountreview of the Disclosure Package, for investmentthe representations in the Representation Letter From Management, and is not being purchased with a view this Agreement and independent investigations made by him/her/it. (j) The undersigned understands and agrees that the following restrictions and limitations are applicable to purchases, resales, pledges, hypothecations or for the resale or distribution thereof and the Undersigned has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale or distribution. The foregoing representations and warranties shall be true and accurate as other transfers of the date hereof Securities: (i) The Securities shall not be sold, pledged, hypothecated or otherwise transferred unless registered under the 1933 Act and as applicable state securities laws or the undersigned establishes to the satisfaction of the date of any acceptance of this Offer by the Company and its counsel that an exemption from registration is available; (ii) Each certificate or other document evidencing or representing any of the Securities shall survive be stamped or otherwise imprinted with legends in substantially the date following form: THE SECURITIES OF THE COMPANY EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND VARIOUS APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR ASSIGNED OR A SECURITY INTEREST CREATED THEREIN, UNLESS THE PURCHASER, TRANSFEREE, ASSIGNEE, PLEDGEE OR HOLDER OF SUCH SECURITY INTEREST COMPLIES WITH ALL STATE AND FEDERAL SECURITIES LAWS (I.E., SUCH SECURITIES ARE REGISTERED UNDER SUCH LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE THEREUNDER) AND UNLESS THE SELLER, TRANSFEROR, ASSIGNOR, PLEDGOR OR GRANTOR OF SUCH SECURITY INTEREST PROVIDES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE TRANSACTION CONTEMPLATED WOULD NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. (iii) The Company will maintain orders so as to restrict the resale, pledge, hypothecation or other transfer thereof in accordance with the provisions hereof. (k) The undersigned acknowledges and represents that he/she/it has completed and executed the signature page hereof and the Purchaser Questionnaire, and that the information contained in each of such acceptance documents is complete and accurate. (l) The undersigned represents and affirms that if an investment in the Securities is being made by a corporation, partnership, limited liability company, trust or estate, (i) the decision to invest and the execution and delivery of this Agreement have been duly authorized by such corporation, partnership, limited liability company, trust or estate; (ii) the person executing this Agreement on behalf of such corporation, partnership, limited liability company, trust or estate has all right and authority, in his/her capacity as an officer, manager, member, general partner, trustee, executor or other representative of such corporation, partnership, limited liability company, trust or estate, as the case may be, to execute and deliver this Agreement on behalf of such corporation, partnership, limited liability company, trust or estate; (iii) this Agreement is a valid and binding agreement of such corporation, partnership, limited liability company, trust or estate, as the case may be, enforceable in accordance with its terms; and (iv) such corporation, partnership, limited liability company, trust or estate was not organized for the specific purpose of acquiring the Securities. (m) The undersigned (i) acknowledges that the Disclosure Package, the information contained therein, and all other information concerning the Company delivered to the undersigned in connection with the sale of the Securities contemplated hereby (the "Proprietary Information") constitutes proprietary confidential information of the Company, (ii) warrants to the Company that he/she/it shall not use, disclose or disseminate the Proprietary Information except for the sole and isolated purpose of making an investment decision related to the purchase of the Securities, and (iii) represents and warrants that he/she/it has not distributed or disseminated, nor will he/she/it at any time distribute or disseminate, the Proprietary Information to anyone other than personal advisors of the undersigned, and that the use of the Proprietary Information by any personal advisor has been, and will at all times be, limited to the sole and isolated purpose of evaluating the proposed purchase of the Securities by the Companyundersigned.

Representations and Warranties of the Undersigned. The Undersigned hereby represents and warrants that: A. The Undersigned is financially responsible, able to meet his/her/its obligations hereunder, and acknowledges this investment may be long term and is by its nature speculative; further, the Undersigned acknowledges he/she/it is financially capable of bearing the risk of this investment. B. The Undersigned has had substantial experience in business or investments in one or more of the following: (i) knowledge of of, and investment experience with securitieswith, securities such as stocks and bonds; (ii) ownership of interests in new ventures and/or start-up companies; (iii) experience in business and financial dealings, and the Undersigned can protect his/her/its own interests in an investment of this nature and does not have a "Purchaser Representative," as that term is defined in Regulation D of the Securities Act of 1933, as amended, (the "Securities Act") and does not need such a Representative. C. The Undersigned is capable of bearing the high degree of economic risks and burdens of this investment, including, but not limited to, the possibility of complete loss of all his/her/its investment capital and the lack of a liquid public market, such that he/she/it may not be able to readily liquidate the investment whenever desired or at the then current asking price of the Stock. D. At no time was the Undersigned presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement, or any other form of general advertising otherwise than in connection and concurrently with this Offer. E. The Stock which the Undersigned hereby subscribes is being acquired solely for his/her/its own account, for investment, and is not being purchased with a view to or for the resale or distribution thereof and the Undersigned has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale or distribution. The foregoing representations and warranties shall be true and accurate as of the date hereof and as of the date of any acceptance of this Offer by the Company and shall survive the date of such acceptance by the Company.

Representations and Warranties of the Undersigned. The Undersigned hereby represents and warrants that: A. The Undersigned is financially responsible, able to meet his/her/its obligations hereunder, and acknowledges this investment may be long term and is by its nature speculative; further, the Undersigned acknowledges he/she/it is financially capable of bearing the risk of this investment. B. The Undersigned has had substantial experience in business or investments in one or more of the following: (i) knowledge of and investment experience with securities, such as stocks and bonds; (ii) ownership of interests in new ventures and/or start-up companies; (iii) experience in business and financial dealings, and the Undersigned can protect his/her/its own interests in an investment of this nature and does not have a "Purchaser Representative," as that term is defined in Regulation D of the Securities Act of 1933, as amended, (the "Securities Act") and does not need such a Representative. C. The Undersigned is capable of bearing the high degree of economic risks and burdens of this investment, including, but not limited to, the possibility of complete loss of all his/her/its investment capital and the lack of a liquid public market, such that he/she/it may not be able to readily liquidate the investment whenever desired or at the then current asking price of the Stock. D. At no time was the Undersigned presented with or solicited by any leafletanyleaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement, or any other form of general advertising otherwise than in connection and concurrently with this Offer. E. The Stock which the Undersigned hereby subscribes is being acquired solely for his/her/its own account, for investment, and is not being purchased with a view to or for the resale or distribution thereof and the Undersigned has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale or distribution. The foregoing representations and warranties shall be true and accurate as of the date hereof and as of the date of any acceptance of this Offer by the Company and shall survive the date of such acceptance by the Company.

Representations and Warranties of the Undersigned. The Undersigned hereby represents and warrants thatto the Company and its affiliates as follows: A. (a) The Undersigned is financially responsibleacquiring the Shares and the Warrant for his or her own account as principal, able to meet his/her/its obligations hereundernot as a nominee or agent, for investment purposes only, and acknowledges this investment may be long term not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and is by its nature speculative; furtherno other person has a direct or indirect beneficial interest in such Shares, Warrant or Warrant Shares or any portion thereof. Further, the Undersigned acknowledges he/she/it 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 financially capable subscribing or any part of bearing the risk of this investmentShares or Warrant Shares. B. (b) The Undersigned has had substantial experience in business or investments in one or more full power and authority to enter into this Agreement, the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the followingUndersigned. (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 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, and agrees that the Shares, the Warrant, the Warrant Shares and any interest therein shall not 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 unless the Company receives a satisfactory opinion of counsel to the effect that an exemption from registration is available. (f) The 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 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. (g) 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) knowledge of and investment experience with securitiesThe Undersigned realizes that the basis for the exemption may not be present if, notwithstanding such as stocks and bondsrepresentations, 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) ownership The Undersigned has the financial ability to bear the economic risk of interests his or her investment, has adequate means for providing for his or her current needs and personal contingencies and has no need for liquidity with respect to his or her investment in new ventures and/or start-up companiesthe Company; (iii) experience The Undersigned has not been organized for the purpose of acquiring the Shares or the Warrant; (iv) The Undersigned has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the offering of the Shares and the Warrant, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; (v) The 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 business and financial dealingsthis investment. The Undersigned has relied solely on its own advisers. (i) No representations or warranties have been made to the Undersigned by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, and in subscribing for Shares or the Warrant, the Undersigned can protect his/her/its own interests is not relying upon any other representations or warranties of the Company. (j) Each certificate representing the Shares, the Warrant and the Warrant Shares shall be endorsed with substantially the following legends, in an investment of this nature and does addition to any other legend required to be placed thereon by applicable federal or state securities laws: “These securities have not have a "Purchaser Representative," as that term is defined in Regulation D of been registered under the Securities Act of 1933, as amended, (the "Securities Act") and does not need such a Representative. C. The Undersigned is capable of bearing the high degree of economic risks and burdens of this investment, including, but not limited to, the possibility of complete loss of all his/her/its investment capital and the lack of a liquid public market, such that he/she/it . They may not be able sold, offered for sale, pledged or hypothecated in the absence of a registration statement then in effect with respect to readily liquidate the investment whenever desired securities under such Act or at an opinion of counsel satisfactory to the then current asking price Company that such registration is not required or unless sold pursuant to Rule 144 of such Act.” (k) The Undersigned consents to the Company making a notation on its records or giving instructions to any transfer agent of the Stock. D. At no time was Company in order to implement the Undersigned presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement, or any other form of general advertising otherwise than in connection and concurrently with this Offer. E. The Stock which the Undersigned hereby subscribes is being acquired solely for his/her/its own account, for investment, and is not being purchased with a view to or for the resale or distribution thereof and the Undersigned has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale or distribution. The foregoing representations and warranties shall be true and accurate as restrictions on transfer of the date hereof and as of the date of any acceptance of Shares set forth in this Offer by the Company and shall survive the date of such acceptance by the CompanySection 2.

Representations and Warranties of the Undersigned. The Undersigned hereby represents and warrants that: A. The Undersigned is financially responsible, able to meet his/her/its obligations hereunder, and acknowledges this investment may be long term and is by its nature speculative; further, the Undersigned acknowledges he/she/it is financially capable of bearing the risk of this investment. B. The Undersigned has had substantial experience in business or investments in one or more of the following: (i) knowledge of and investment experience with securities, such as stocks and bonds; (ii) ownership of interests in new ventures and/or start-up companies; (iii) experience in business and financial dealings, and the Undersigned can protect his/her/its own interests in an investment of this nature and does not have a "Purchaser Representative," as that term is defined in Regulation D of the Securities Act of 1933, as amended, (the "Securities Act") and does not need such a Representative. C. The Undersigned is capable of bearing the high degree of economic risks and burdens of this investment, including, but not limited to, the possibility of complete loss of all his/her/its investment capital and the lack of a liquid public market, such that he/she/it may not be able to readily liquidate the investment whenever desired or at the then current asking price of the Stock. D. The Undersigned has received a copy of the final Prospectus as filed with and approved by the U.S. Securities and Exchange Commission and has had access to the information set forth in Paragraph 4 hereof and was able to request copies of such information, ask questions of and receive answers from the Company regarding such information and any other information he/she/it desired concerning the terms and conditions of this transaction and all such questions have been answered to his/her/its full satisfaction. E. At no time was the Undersigned presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement, or any other form of general advertising otherwise than in connection and concurrently with this Offer. E. F. The Stock which the Undersigned hereby subscribes is being acquired solely for his/her/its own account, for investment, and is not being purchased with a view to or for the resale or distribution thereof and the Undersigned has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale or distribution. G. It has at no time been represented, guaranteed, or warranted to the Undersigned by an officer or director of the Company, or the agents or employees thereof, or any other person, expressly or impliedly, any of the following: (i) An exact or approximate length of time that the Undersigned will or will not remain as owner of the Stock; (ii) A percentage of profit and/or amount or type of consideration, profit, loss, credits or deductions to be realized, if any, as a result of the Undersigned's ownership of the Stock; or (iii) Past performance on the part of any director or officer of the Company, or the agents or employees thereof, that will in any way indicate the predictable results accruing from ownership of the Stock. The foregoing representations and warranties shall be true and accurate as of the date hereof and as of the date of any acceptance of this Offer by the Company and shall survive the date of such acceptance by the Company.

Representations and Warranties of the Undersigned. The Undersigned Investor hereby ------------------------------------------------- represents and warrants thatto the Company as follows: A. (a) The Undersigned is financially responsible, able to meet his/her/its obligations hereunder, and acknowledges this investment may be long term and is by its nature speculative; further, Investor can bear the Undersigned acknowledges he/she/it is financially capable of bearing the economic risk of this investment. B. investment and can afford a complete loss thereof. The Undersigned has had substantial experience in business or investments in one or more of the following: Investor (i) knowledge of and investment experience with securitieshas sufficient liquid assets to pay the full purchase price for the Shares, such as stocks and bonds; (ii) ownership has adequate means of interests in new ventures and/or start-up companies; providing for its current and presently foreseeable future needs, (iii) experience has no present need for liquidity of its investment in business and financial dealingsthe Shares, and the Undersigned can protect his/her/its own interests in an investment of this nature and does (iv) will not have a an overall commitment to non-marketable investments disproportionate to its net worth. (b) The Investor qualifies as an "Purchaser Representative,Accredited Investor" as that term is defined in Regulation D of D, under the Securities Act of 1933, as amended, amended (the "Securities Act") and does not need such a Representativebecause it meets one or more of the requirements which are set forth in Exhibit A annexed hereto. C. (c) The Undersigned Investor and such other persons whom it has found it necessary or advisable to consult, have sufficient knowledge and experience in business and financial matters to evaluate the risks of the investment and to make an informed investment decision with respect thereto. (d) The Investor has had the opportunity to ask questions of, and to receive answers from, the Company and its representatives, with respect to the Company and the terms and conditions of this offering. The Investor and its representatives, if any, have been offered access to the books and records of the Company (i) relating to its purchase of the Shares and (ii) which are necessary to verify the accuracy of any information which was furnished to it. All materials and information requested either by the Investor or others representing it, including any information requested to verify any information furnished, have been made available. (e) The Investor is capable aware that the purchase of bearing the Shares is a speculative investment involving a high degree of economic risks risk and burdens of this investment, including, but not limited to, the possibility of complete loss of all his/her/that there is no guarantee that it will realize any gain from its investment capital and that it could lose the total amount of its investment. (f) The Investor understands that the Shares have not been registered under the Act, nor pursuant to the provisions of the securities or other laws of any other applicable jurisdictions. The Investors understands that the Shares are being sold in reliance upon the exemption for private offerings contained in Regulation D promulgated under the Act and the lack laws of a liquid public market, such that he/she/it may not be able to readily liquidate jurisdictions. (g) The Investor is making the investment whenever desired or at the then current asking price of the Stock. D. At no time was the Undersigned presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement, or any other form of general advertising otherwise than in connection and concurrently with this Offer. E. The Stock which the Undersigned hereby subscribes is being acquired solely hereunder for his/her/its own account, account and not for investment, the account of others and is for investment purposes only and not being purchased with a view to or for the transfer, assignment, resale or distribution thereof and the Undersigned thereof, in whole or in part. The Investor has no present plans to enter into any such contract, undertaking, agreement or arrangement arrangement. (h) The Investor acknowledges that the certificates evidencing the Shares will contain a legend substantially as follows: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN PURCHASED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, OR ASSIGNED UNLESS THE SHARES ARE COVERED BY A CURRENT REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, OR COUNSEL OF THE COMPANY IS OF THE OPINION THAT NO REGISTRATION STATEMENT IS REQUIRED. (i) The undersigned is domiciled in the state set forth on the signature page hereof and has no present intention of changing its principal place of business or its domicile to any other state or jurisdiction. (j) The undersigned represents and warrants that it was not organized or reorganized for such resale or distributionthe specific purpose of acquiring Shares. 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. The Investor understands the meaning and legal consequences of the foregoing representations and warranties shall be warranties, which are true and accurate correct as of the date hereof and will be true and correct as of the date of any acceptance of this Offer by the Company Closing. Each such representation and warranty shall survive the date of such acceptance by the Companypurchase.

Representations and Warranties of the Undersigned. The Undersigned undersigned, in order to induce the Company to accept this Offer, hereby warrants and represents and warrants that: A. The Undersigned is financially responsible, able to meet his/her/its obligations hereunder, and acknowledges this investment may be long term and is by its nature speculative; further, the Undersigned acknowledges he/she/it is financially capable of bearing the risk of this investment. B. The Undersigned has had substantial experience in business or investments in one or more of the followingCompany as follows: (i) If I am an individual, I am over the age of twenty-one (21) years, reside at the address set forth below and have no present intention of becoming a resident of any other jurisdiction. (Street Address) (City, State or Country of residency, Zip Code) (ii) If I am a partnership, corporation or other entity, my principal business address, is: (Street Address) (City, State, Zip Code) (B) I have not authorized any person or institution to act as my purchaser representative in connection with this transaction. I am experienced in investment and business matters. I have such knowledge and experience in financial and business matters that I am capable of evaluating the merits and risks of my prospective investment in the Company on the terms and conditions set forth in the Offering Documents, which I have read and understand. (C) In particular, and not in limitation of the representations and warranties contained herein, I have taken full cognizance of and investment experience with securities, such as stocks and bondsunderstand: (i) the Offering Documents; (ii) ownership that the Units are speculative investments which involve a high degree of interests in new ventures and/or start-up companiesrisk of loss of my entire investment; (iii) experience in business and financial dealingsthat there are substantial restrictions on the transferability of the Units; that the Notes are non-transferable, and the Undersigned can protect his/her/its own interests in an investment of this nature unless and does not have until a "Purchaser Representative," as that term registration statement is defined in Regulation D of filed with the Securities Act of 1933, as amended, and Exchange Commission (the "Securities ActSEC") and does not need such a Representative. C. The Undersigned is capable declared effective, I will only be able to sell my shares in the public market pursuant to the provisions of bearing the high degree of economic risks SEC Rule 144. Accordingly, I may have to hold my Units indefinitely; and burdens of this investment, including, but not limited to, the possibility of complete loss of all his/her/its investment capital and the lack of a liquid public market, such that he/she/it may not be able possible for me to readily liquidate at any time my investment in the Company; (D) I: (i) have adequate means of providing for my current needs and possible personal contingencies, and have no need for liquidity of my proposed investment whenever desired or in the Company; and (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 my proposed investment in the Company and, at the then current asking price same time, bear any tax liability which may result if such investment in the Company is lost. (E) I have been: (i) furnished with a copy of the StockOffering Documents, and such other information and documentation in connection with the offering as has been requested; and (ii) afforded the opportunity to ask questions of, and receive answers from, the Company or persons acting on its behalf concerning the terms and conditions of the 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 information furnished; and have availed myself of such opportunity to the extent I consider it appropriate in order to permit me to evaluate the merits and risks of my proposed investment. D. At no time was (F) I further acknowledge that I have relied solely upon the Undersigned presented with representations, warranties, covenants and agreements made by the Company herein and that I have not relied upon any other representations or solicited other information (whether oral or written and including any projections or supplemental data) made or supplied by or on behalf of the Company or any affiliate, employee, agent or other representative of the Company. (G) I further acknowledge that I am aware that the offering has not been passed upon or the merits thereof endorsed or approved by any leaflet, public promotional meeting, circular, newspaper state or magazine article, radio or television advertisement, or any other form of general advertising otherwise than in connection and concurrently with this OfferFederal authorities. E. (H) The Stock which the Undersigned hereby subscribes is Units being subscribed for are being acquired solely for his/her/its own account, my account for investment, investment and is not being purchased with a view to to, or for resale in connection with, any distribution. By such representation, I mean that no other person, except as indicated below, has or will have a beneficial interest in the resale Units subscribed for hereunder, and that no other person, except as indicated below, has furnished or distribution thereof will furnish, directly or indirectly, any part of the consideration being paid to the Company in connection therewith. (I) If this Subscription Agreement is executed and delivered on behalf of a partnership, corporation, trust or other entity, the undersigned has been duly authorized to execute and deliver this Subscription Agreement and all other instruments executed and delivered on behalf of such partnership, corporation, trust or other entity in connection with the purchase of the Units, the signature of the undersigned is binding upon such partnership, corporation, trust or other entity and the Undersigned undersigned has no present plans delivered herewith the underlying partnership agreement, corporate charter documents or trust agreement of such entity and such other evidence of the ability of such partnership, corporation, trust or other entity to enter into any contract, undertaking, agreement or arrangement for such resale or distributionpurchase the Units as may be requested by the Company. The I hereby certify that each of the foregoing representations and warranties shall are true and will continue to be true and accurate as of the date hereof and as of the date of any acceptance of this Offer by the Company Closing Date and shall survive the date such date. If, in any respect, such representations and warranties shall not be true, I shall give written notice of such acceptance by fact to the CompanyCompany specifying which representations and warranties are not true and the reasons therefor. It is understood that all documents, records and books pertaining to the offering have been made available for my inspection, and that such documents, records and books will continue to be available upon reasonable notice for inspection during reasonable business hours prior to the Closing Date.

Representations and Warranties of the Undersigned. The Undersigned hereby represents and warrants that: A. The Undersigned is financially responsible, able to meet his/her/its obligations hereunder, hereunder and acknowledges this investment may be long term and is by its nature speculative; further, the Undersigned acknowledges he/she/it is financially capable of bearing the risk of this investment. B. The Undersigned has had substantial prior investment experience, including investment in non-listed and non-registered securities, as well as experience in business or investments in one or more of the following: (i) knowledge of and investment experience with securities, such as stocks and bonds; (ii) ownership of interests in new ventures and/or start-up companies; (iii) experience in business and financial dealingsdealings and parlance, and the Undersigned can protect his/her/its own interests in an investment of this nature and does not have a "Purchaser Representative," as that term is defined in Regulation D of the Securities Act of 1933, as amended, (the "Securities Act") and does not need such a Representative. C. The Undersigned is capable of bearing the high degree of economic risks and burdens of this investment, including, but not limited to, the possibility of complete loss of all his/her/its her investment capital and the lack of a liquid public market, such that he/she/it may not be able to readily liquidate the investment whenever desired or at the then current asking price of the Stock. D. At no time The Undersigned has had access to the information set forth in Paragraph 4 hereof and was able to request, in writing, copies of such infoiiiiation from the Company regarding such written information he/she/it desired. The Undersigned understands that the Stock has not been registered under the Securities Act and the applicable state securities laws in reliance on the exemption provided by Section 4(2) of the Securities Act and Regulation D, Rule 506 and/or Regulation S, and California B&P Code Sec. 25102(h), relating to transactions not involving a public offering. In this connection, the Undersigned presented with understands that, if the Stock is sold in the United States or solicited by any leafletto United States residents, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement, or any other form it is the position of general advertising otherwise than in connection and concurrently with this Offer. E. The Stock which the Undersigned hereby subscribes is being acquired solely SEC that the statutory basis for such exemption would not be present if his/her/its own accountrepresentation merely meant that his/her/its present intention was to hold the Stock for a short period, for investmenta deferred sale, for a market rise, or for any other fixed period. The Undersigned realizes that, in the view of the SEC, a purchase now with an intent to resell would represent a purchase with an intent inconsistent with his/her/its representation to the Company, and the SEC might regard such a sale, transfer or other disposition as a deferred sale for which the exemption is not available. E The Undersigned further understands that he/she/it is purchasing the Stock without being purchased furnished any offering literature, prospectus or private offering memorandum, other than that supplied with a view to or for the resale or distribution thereof and the Undersigned has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale or distribution. The foregoing representations and warranties shall be true and accurate as of the date hereof and as of the date of any acceptance of specifically identified in this Offer by the Company and shall survive the date of such acceptance by the CompanyOffer.

Representations and Warranties of the Undersigned. The Undersigned undersigned hereby represents and warrants thatto the Company, its officers, directors, agents, and employees as follows: A. The Undersigned is financially responsible, able to meet his/her/its obligations hereunder(a) That he(1) has adequate means of providing for his current needs and personal contingencies; he has no need now, and acknowledges this anticipates no need in the foreseeable future, to ---------------------- 1 Masculine pronouns are used solely for convenience of reference, and are intended to have general application. sell the Securities which he hereby agrees to purchase, and he currently has sufficient financial liquidity to afford a complete loss of his investment may be long term in the Company. (b) That he has received and is by its nature speculative; furthercarefully reviewed descriptive memoranda relating to the Company and any other materials relating thereto that he has requested. (c) That he has had an opportunity to ask questions of and receive answers from the authorized representatives of the Company, and to review any relevant documents and records concerning the Undersigned acknowledges he/she/it is financially capable business of bearing the risk Company and the terms and conditions of this investment, and that any such questions have been answered to the full satisfaction of the undersigned. B. The Undersigned (d) That no person or entity, other than the Company or its authorized representatives, has had substantial offered the Securities to the undersigned. (e) That he has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Company, or investments he and his financial and investment advisors together have such knowledge and experience in one or more financial and business matters that they are capable of evaluating the following:merits and risks of an investment in the Company. (if) knowledge of That the Securities for which he hereby subscribes will be acquired for his own account for investment and investment experience not with securitiesa view toward subdivision, such as stocks and bonds; (ii) ownership of interests resale, or redistribution thereof in new ventures and/or start-up companies; (iii) experience in business and financial dealings, and the Undersigned can protect his/her/its own interests in an investment of this nature and does not have a "Purchaser Representative," as that term is defined in Regulation D of manner prohibited under the Securities Act of 1933, as amended, amended (the "Securities Act") ), and he does not need such a Representative. C. The Undersigned is capable of bearing the high degree of economic risks and burdens of this investmentpresently have any reason to anticipate any change in his circumstances or other particular occasion or event which would cause him to sell his Securities. He has no contract, includingundertaking, but not limited toagreement, the possibility of complete loss of understanding, or arrangement with any person to sell, transfer, or pledge to any person any part or all his/her/its investment capital and the lack of a liquid public market, such that he/she/it may not be able to readily liquidate the investment whenever desired or at the then current asking price of the Stock. D. At no time was the Undersigned presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisementSecurities for which he hereby subscribes, or any other form of general advertising otherwise than in connection and concurrently with this Offer. E. The Stock which the Undersigned hereby subscribes is being acquired solely for his/her/its own account, for investmentinterest therein, and is not being purchased with a view to or for the resale or distribution thereof and the Undersigned has no present plans to enter into the same, (g) That (i) it has been called to his attention in connection with his investment in the Company that such investment is speculative in nature and involves a high degree of risk, and (ii) he is aware that the Company is in the start-up stage and thus does not have any contractoperating history. (h) That he will notify the Company immediately, undertaking, agreement or arrangement for such resale or distribution. The foregoing representations and warranties shall be true and accurate as of in any event prior to the date hereof and as of the date of any acceptance of this Offer by the Company and shall survive the date of such acceptance agreement is accepted by the Company, if any event occurs which would materially and adversely affect any of the above representations or warranties. (i) That he understands that no federal or state agency has passed upon or made any recommendation or endorsement of an investment in the Securities. (j) That he would come within the following categories of "accredited investor" under Rule 501(a) of Regulation D of the Securities Exchange Commission promulgated under the Securities Act of 1933 (Please check all applicable spaces): (i) His or her net worth exceeds $1,000,000 (may include spouse's net worth). ____ (ii) His or her individual income in each of the two immediately previous years has been more than $200,000 and his or her current year's income is reasonably expected to be more than $200,000, or his or her joint income with spouse in each of the two immediately previous years has been more than $300,000 and his or her current year's joint income is reasonably expected to be more than $300,000. ____ (iii) We are a trust with total assets of more than $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is being directed by an investor who, either alone or with his purchaser representative(s), has such knowledge and experience in financial affairs and business matters that he is capable of evaluating the merits and risks of the prospective investments. ____ (iv) We are an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the securities, with total assets in excess of $5,000,000. ____ (v) We are a corporation or partnership and each and every of our equity owners falls into at least one of the above categories. ____ (vi) None of the above.

Representations and Warranties of the Undersigned. The Undersigned hereby represents and warrants thatto the Company and its affiliates as follows: A. (a) The Undersigned is financially responsibleacquiring the Shares and the Warrant for his or her own account as principal, able to meet his/her/its obligations hereundernot as a nominee or agent, for investment purposes only, and acknowledges this investment may be long term not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and is by its nature speculative; furtherno other person has a direct or indirect beneficial interest in such Shares, Warrant or Warrant Shares or any portion thereof. Further, the Undersigned acknowledges he/she/it 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 financially capable subscribing or any part of bearing the risk of this investmentShares or Warrant Shares. B. (b) The Undersigned has had substantial experience in business or investments in one or more full power and authority to enter into this Agreement, the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the followingUndersigned. (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 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, and agrees that the Shares, the Warrant, the Warrant Shares and any interest therein shall not 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 unless the Company receives a satisfactory opinion of counsel to the effect that an exemption from registration is available. (f) The 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 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. (g) 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) knowledge of and investment experience with securitiesThe Undersigned realizes that the basis for the exemption may not be present if, notwithstanding such as stocks and bondsrepresentations, 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) ownership The Undersigned has the financial ability to bear the economic risk of interests his or her investment, has adequate means for providing for his or her current needs and personal contingencies and has no need for liquidity with respect to his or her investment in new ventures and/or start-up companiesthe Company; (iii) experience The Undersigned has not been organized for the purpose of acquiring the Shares or the Warrant; (iv) The Undersigned has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the offering of the Shares and the Warrant, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense; (v) The 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 business and financial dealingsthis investment. The Undersigned has relied solely on its own advisers. (i) No representations or warranties have been made to the Undersigned by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, and in subscribing for Shares or the Warrant, the Undersigned can protect his/her/its own interests is not relying upon any other representations or warranties of the Company. (j) Each certificate representing the Shares, the Warrant and the Warrant Shares shall be endorsed with substantially the following legends, in an investment of this nature and does addition to any other legend required to be placed thereon by applicable federal or state securities laws: “These securities have not have a "Purchaser Representative," as that term is defined in Regulation D of been registered under the Securities Act of 1933, as amended, (the "Securities Act") and does not need such a Representative. C. The Undersigned is capable of bearing the high degree of economic risks and burdens of this investment, including, but not limited to, the possibility of complete loss of all his/her/its investment capital and the lack of a liquid public market, such that he/she/it . They may not be able sold, offered for sale, pledged or hypothecated in the absence of a registration statement then in effect with respect to readily liquidate the investment whenever desired securities under such Act or at an opinion of counsel satisfactory to the then current asking price Company that such registration is not required or unless sold pursuant to Rule 144 of such Act.” (k) The Undersigned consents to the Company making a notation on its records or giving instructions to any transfer agent of the Stock. D. At no time was Company in order to implement the Undersigned presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement, or any other form of general advertising otherwise than in connection and concurrently with this Offer. E. The Stock which the Undersigned hereby subscribes is being acquired solely for his/her/its own account, for investment, and is not being purchased with a view to or for the resale or distribution thereof and the Undersigned has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale or distribution. The foregoing representations and warranties shall be true and accurate as restrictions on transfer of the date hereof and as of the date of any acceptance of Shares set forth in this Offer by the Company and shall survive the date of such acceptance by the CompanySection 2.

Representations and Warranties of the Undersigned. The Undersigned undersigned hereby represents and warrants thatto the Company as follows: A. The Undersigned (a) THE INVESTOR RECOGNIZES THAT AN INVESTMENT IN THE COMPANY INVOLVES SUBSTANTIAL RISK. THE INVESTOR UNDERSTANDS ALL OF THE RISK FACTORS RELATING TO THE PURCHASE OF UNITS. (b) he has not retained or consulted with a Purchaser Representative; (c) he had such knowledge and experience in financial and business matters that he is financially responsiblecapable of evaluating the merits and risks of an investment in the Company and the suitability of the units subscribed for an investment for him; (d) he has a net worth in excess of five times the amount of the purchase price tendered herein. 3 (e) the Units for which her hereby subscribes will be acquired for his own account for investment and not with the view toward resale or redistribution; also, the undersigned is not buying Units as a nominee for any other person, and he does not presently have any reason to anticipate any change in his circumstances or other particular occasion or event which would cause hi to sell his Units; (f) he has received no representations or warranties from the Company or the officers, directors, employees, or agents of the Company other than those set forth in the 10-KSB/A-1 and 10-QSB; (g) he is able to meet hisbear the economic risk of the investment in the Units subscribed for and he has sufficient net worth to sustain a loss of his entire investment in the Company without material economic hardship if such a loss should occur; (h) he has received and read and is familiar with the 10-KSB/her/its obligations hereunderA1, including all exhibits annexed thereto and the Company's 10-QSB for September 30, 1996, and acknowledges this he confirms that all documents, records, and books pertaining to his proposed investment may be long term and is by its nature speculative; further, in the Undersigned acknowledges he/she/it is financially capable of bearing the risk of this investment. B. The Undersigned has had substantial experience in business or investments in one or more of the following:Company have been made available to him; (i) knowledge he has had an opportunity to ask questions of and investment experience with securitiesreceive satisfactory answers from the Company or any person or persons acting on the Company's behalf, such as stocks concerning the terms and bonds; (ii) ownership of interests in new ventures and/or start-up companies; (iii) experience in business and financial dealings, and the Undersigned can protect his/her/its own interests in an investment of this nature and does not have a "Purchaser Representative," as that term is defined in Regulation D of the Securities Act of 1933, as amended, (the "Securities Act") and does not need such a Representative. C. The Undersigned is capable of bearing the high degree of economic risks and burdens conditions of this investment, includingand all such questions have been answered to the full satisfaction of the undersigned; (j) he represents that (I) it has been called to his attention by those individuals with whom he has dealt in connection with his investment in the Company, but that his investment in the Company is speculative and involves a high degree of risk of loss by him and his entire investment in the Company and that he must bear economic risk of such investment for an indefinite period of time because the Units have not limited to, been registered under the possibility of complete loss of all his/her/its investment capital Act or applicable state securities laws and the lack of a liquid public market, such that he/she/it may therefore cannot be able sold unless subsequently registered under the /act and such state laws or unless an exemptions form such registration is available, (ii) no assurances are or have been made regarding any economic advantages (including tax) which may inure to readily liquidate the investment whenever desired or at the then current asking price benefit of the Stock.undersigned, (iii) no assurances have been made concerning return on investments, and (iv) he is aware that this Subscription constitutes an absolute obligation for him and is independent of any other subscription for Units; D. At no time was (k) he acknowledges and is aware that it never has been represented, guaranteed, or warranted to him by the Undersigned presented with Company, its officers, directors, agents or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisementemployees, or any other form person, expressly or by implication, as to any of general advertising otherwise than the following: (I) the approximate or exact length of time that he will be required to remain as owner of his Units; (ii) the percentage of profit and/or 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 on the part of the Company, or any future projections will in any way indicate the predictable results of the ownership of Units or of the overall financial performance of the Company; (l) he has made other risk capital investments or other investments of a speculative nature and, by reason of his business and financial experience or the business and financial experience of those persons he has retained to advise him with respect to his investment in the Company, has acquired the capacity to protect his own interest in investments of this nature; (m) he acknowledges that all information made available to him and/or his personal advisor(s) in connection with his investment in the Units, including the information contained in the Memorandum and concurrently with exhibits thereto, is and shall remain confidential in all respects and may not be reproduced, distributed or used for any other purpose without prior written consent of the Company; (n) the undersigned, if an individual, represents he is a bona fide resident and domiciliary, not a transient or temporary resident, of the state and country shown below. If the undersigned is a corporation, trust or other entity, it represents that it was incorporated or organized and is existing under the laws of the state shown below; if the undersigned is a partnership, it represents that all of its general partners are bona fide residents and domiciliaries, not transient or temporary residents, of Texas; and if the undersigned is a corporation, trust, partnership or other entity, it represents it was not organized for the specific purpose of acquiring the Units; (o) he has received, complete and returned to the Company the Confidential Purchaser Questionnaire accompanying this OfferSubscription and relating to his general ability to bear the risks of an investment in the Company and his suitability as an investor in the private offering, and the undersigned hereby affirms the correctness of his answers to such questionnaire; (p) by executing in the space provided below, the undersigned accepts the terms of, and agrees to abide by, the Warrant Agreement, and at the request of the Company, he agrees to complete and return to the Company an investment letter, upon the exercise of the Warrants for the Common Stock, containing representations in support of a private placement exemption under applicable federal and state securities law; and (q) he acknowledges and agrees that he is not entitled to cancel, terminate, or revoke this Subscription or any agreements of the undersigned hereunder, once accepted by the Company, and that such Subscription and agreements shall survive changes in the transactions, documents and instruments described in the Memorandum which, in the aggregate, are not material or which are contemplated by the Memorandum. E. (r) The Stock which Investor is aware that the Undersigned hereby subscribes is being acquired solely for his/her/Units will be distributed pursuant to certain exemptions under the Securities Act (British Columbia) and its own account, for investment, regulations and the Investor is not being purchased with acquiring these securities as a view result of any information about the materials affairs of the Company that is not generally known to or the public save the knowledge of his particular transaction. (s) This subscription for the resale Units has not been induced by any representations or distribution thereof and warranties by any person whatsoever with regard to the Undersigned has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale or distribution. The foregoing representations and warranties shall be true and accurate as future value of the date hereof Company's securities. (t) The Investor is acquiring the Units as principal for the Investor's own benefit. (u) Pursuant to the Securities Act (British Columbia) and as its regulations, the Investor will hold the Common Stock and any shares acquired upon the exercise of the Warrant and such shares will be non-transferable in British Columbia for a period of one year from the date of the Subscription Agreement, and thereafter such shares may be subject to restrictions or notice or requirements under such Act upon disposition. (v) The Units were not advertised in printed media and general and regular paid circulation, radio or television. (w) No person has made to the Investor any acceptance written or oral representations: (i) that any person will resell or repurchase the Common Stock and/or the Warrant; (ii) that any person will refund the purchase price of this Offer by the Company Common Stock and/or the exercise price of the shares comprising the Warrant; (iii) as to the future price or value of the Common Stock and/or the shares issuable upon the exercise of the Warrant; or (iv) that the Common Stock and/or the shares issuable upon the exercise of the Warrant will be listed and shall survive posted for trading on a stock exchange or that application has been made to list and post the date shares and/or the shares issuable upon the exercise of such acceptance by the CompanyWarrant for trading on a stock exchange other than Vancouver Stock Exchange.

Representations and Warranties of the Undersigned. The Undersigned undersigned hereby represents and warrants thatto the Company, its officers, directors, agents, and employees as follows: A. The Undersigned is financially responsible, able to meet his/her/its obligations hereunder(a) That he(1) has adequate means of providing for his current needs and personal contingencies. He has no need now, and acknowledges this anticipates no need in the foreseeable future, to sell the Shares which he hereby agrees to purchase, and he currently has sufficient financial liquidity to afford a complete loss of his investment may be long term in the Company. (b) That he has received and is by its nature speculative; furthercarefully reviewed descriptive memoranda relating to the Company and any other materials relating thereto that he has requested. (c) That he has had an opportunity to ask questions of and receive answers from the authorized representatives of the Company, and to review any relevant documents and -------- 1 Masculine pronouns are used solely for convenience of reference, and are intended to have general application. records concerning the Undersigned acknowledges he/she/it is financially capable business of bearing the risk Company and the terms and conditions of this investment, and that any such questions have been answered to the full satisfaction of the undersigned. B. The Undersigned (d) That no person or entity, other than the Company or its authorized representatives, has had substantial offered the Shares to the undersigned. (e) That he has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Company, or investments he and his financial and investment advisors together have such knowledge and experience in one or more financial and business matters that they are capable of evaluating the following:merits and risks of an investment in the Company. (if) knowledge of That the Shares for which he hereby subscribes will be acquired for his own account for investment and investment experience not with securitiesa view toward subdivision, such as stocks and bonds; (ii) ownership of interests resale, or redistribution thereof in new ventures and/or start-up companies; (iii) experience in business and financial dealings, and the Undersigned can protect his/her/its own interests in an investment of this nature and does not have a "Purchaser Representative," as that term is defined in Regulation D of manner prohibited under the Securities Act of 1933, as amended, amended (the "Securities Act") ), and he does not need such a Representative. C. The Undersigned is capable of bearing the high degree of economic risks and burdens of this investmentpresently have any reason to anticipate any change in his circumstances or other particular occasion or event which would cause him to sell his Shares. He has no contract, includingundertaking, but not limited toagreement, the possibility of complete loss of understanding, or arrangement with any person to sell, transfer, or pledge to any person any part or all his/her/its investment capital and the lack of a liquid public market, such that he/she/it may not be able to readily liquidate the investment whenever desired or at the then current asking price of the Stock. D. At no time was the Undersigned presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisementShares for which he hereby subscribes, or any other form of general advertising otherwise than in connection and concurrently with this Offer. E. The Stock which the Undersigned hereby subscribes is being acquired solely for his/her/its own account, for investmentinterest therein, and is not being purchased with a view to or for the resale or distribution thereof and the Undersigned has no present plans to enter into the same. (g) That (i) it has been called to his attention in connection with his investment in the Company that such investment is speculative in nature and involves a high degree of risk, and (ii) he is aware that the Company is in the start-up stage and thus does not have any contractoperating history. (h) That he will notify the Company immediately, undertaking, agreement or arrangement for such resale or distribution. The foregoing representations and warranties shall be true and accurate as of in any event prior to the date hereof and as of the date of any acceptance of this Offer by the Company and shall survive the date of such acceptance agreement is accepted by the Company, if any event occurs which would materially and adversely affect any of the above representations or warranties. (i) That he understands that no federal or state agency has passed upon or made any recommendation or endorsement of an investment in the Shares. (j) That he would come within the following categories of "accredited investor" under Rule 501(a) of Regulation D of the Securities Exchange Commission promulgated under the Securities Act of 1933 (Please check all applicable spaces): (i) His or her net worth exceeds $1,000,000 (may include spouse's net worth). (ii) His or her individual income in each of the two immediately previous years has been more than $200,000 and his or her current year's income is reasonably expected to be more than $200,000, or his or her joint income with spouse in each of the two immediately previous years has been more than $300,000 and his or her current year's joint income is reasonably expected to be more than $300,000. (iii) We are a trust with total assets of more than $5,000,000, not formed for the specific purpose of acquiring the Securities, whose purchase is being directed by an investor who, either alone or with his purchaser representative(s), has such knowledge and experience in financial affairs and business matters that he is capable of evaluating the merits and risks of the prospective investments. (iv) We are an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the securities, with total assets in excess of $5,000,000. (v) We are a corporation or partnership and each and every of our equity owners falls into at least one of the above categories. (vi) None of the above.

Representations and Warranties of the Undersigned. The Undersigned In order to induce the Company to accept this subscription, the undersigned hereby represents and warrants thatto, and covenants with, the Company as follows: A. (i) The Undersigned undersigned has received and reviewed the draft registration statement on Form SB-2 as of the date hereof prepared by the Company and expected to be filed with the Securities and Exchange Commission (the "SEC") (with such amendments and revisions as the Company shall deem necessary or desirable), the Company's Corporate Fact Sheet presented to the undersigned and the Power Point Presentation (dated June 2000) (hereinafter collectively, the "Offering Materials"), and except for the Offering Materials, the representations contained herein and the representations in the Company's filings with the SEC under The Exchange Act of 1934, as amended (the "Exchange Act"), the undersigned has not relied upon any other materials or literature relating to the offer and sale of the Securities; (ii) The undersigned has had a reasonable opportunity to ask questions of and receive answers from the Company concerning the Company and the offering, and all such questions, if any, have been answered to the full satisfaction of the undersigned; (iii) The undersigned has such knowledge and expertise in financial and business matters that the undersigned is financially responsiblecapable of evaluating the merits and risks involved in an investment in the Securities (iv) The information provided by the investor in this Subscription Agreement being delivered by the undersigned to the Company herewith is true, able complete and correct in all material respects, and the undersigned understands that the Company has determined that the exemption from the registration provisions of the Act, which is based upon non-public offerings is applicable to meet his/her/the offer and sale of the Securities, based, in part, upon the representations, warranties and agreements made by the undersigned herein ; (v) Except as set forth in the Offering Materials, the representations contained in the Company's filings with the SEC under the Exchange Act, or herein, no representations or warranties have been made to the undersigned by the Company or by any agent, employee, or affiliate of the Company, and in entering into this transaction the undersigned is not relying upon any information, other than the results of independent investigation by the undersigned and the representations contained herein and in the Offering Materials and the Company's filings with the SEC under the Exchange Act,; (vi) The undersigned understands that: (A) the Shares, the Warrant and any capital stock issuable upon exercise of the Warrant have not been registered under the Act or the securities laws of any state, and are being offered by the Company based upon an exemption from such registration requirements for non-public offerings pursuant to Regulation D under the Act; (B) the Shares, the Warrant and any capital stock issuable upon exercise of the Warrant are and will be "restricted securities", as said term is defined in Rule 144 of the Rules and Regulations promulgated under the Act; (C) the Shares, the Warrant and any capital stock issuable upon exercise of the Warrant may not be sold or otherwise transferred unless they have been first registered under the Act and all applicable state securities laws, or unless an exemption from such registration provisions is available with respect to said resale or transfer; (D) other than as set forth in the Offering Materials or herein, the Company is under no obligation to register the Shares, the Warrant and any capital stock issuable upon exercise of the Warrant under the Act or any state securities laws, or to take any action to make any exemption from any such registration provisions available; (E) the certificates for the Shares, the Warrant and any capital stock issuable upon exercise of the Warrant will bear a legend to the effect that the transfer of the securities represented thereby is subject to the provisions hereof; and (F) stop transfer instructions will be placed with the Company's transfer agent, if any, for the Shares, the Warrant and any capital stock issuable upon exercise of the Warrant. (vii) The undersigned is acquiring the Shares, the Warrant and any capital stock issuable upon exercise of the Warrant solely for the account of the undersigned, for investment purposes only, and not with a view towards their public distribution; (viii) The undersigned will not sell or otherwise transfer any of the Shares, the Warrant and any capital stock issuable upon exercise of the Warrant unless and until: (A) said securities, shall have first been registered under the Act and all applicable state securities laws; or (B) the undersigned shall have first delivered to the Company a written opinion of counsel (which counsel and opinion (in form and substance) shall be reasonably satisfactory to the Company), to the effect that the proposed sale or transfer is exempt from the registration provisions of the Act and all applicable state securities laws; (ix) The undersigned has full power and authority to execute and deliver this Subscription Agreement and to perform its obligations hereunder, and acknowledges this investment may be long term and Subscription Agreement is by its nature speculative; further, the Undersigned acknowledges he/she/it is financially capable of bearing the risk of this investment. B. The Undersigned has had substantial experience in business or investments in one or more a legally binding obligation of the following: (i) knowledge of and investment experience undersigned in accordance with securities, such as stocks and bondsits terms; (iix) ownership The undersigned meets the requirements of interests in new ventures and/or start-up companies; (iii) experience in business and financial dealings, and at least one of the Undersigned can protect his/her/its own interests in suitability standards for an investment of this nature and does not have a "Purchaser Representativeaccredited investor," as that such term is defined in Regulation D of the Securities Rules and Regulations promulgated under the Act and as set forth in this Subscription Agreement; (xi) The undersigned has carefully reviewed the Risk Factors listed below associated with an investment in the Shares, the Warrant and any capital stock issuable upon exercise of 1933, the Warrant and as amended, (outlined in the "Securities Act") Offering Materials and does not need understands that an investment in such securities offered hereby is highly speculative and involves a Representative. C. The Undersigned is capable of bearing the high degree of economic risks risk and burdens of this investment, including, but should not limited to, be purchased by anyone who cannot afford the possibility of complete loss of all his/her/its investment capital and the lack of a liquid public market, such that he/she/it may not be able to readily liquidate the investment whenever desired or at the then current asking price of the Stock. D. At no time was the Undersigned presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement, or any other form of general advertising otherwise than in connection and concurrently with this Offer. E. The Stock which the Undersigned hereby subscribes is being acquired solely for his/her/its own account, for his entire investment, and is not being purchased with a view to or for the resale or distribution thereof and the Undersigned has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale or distribution. The foregoing representations and warranties shall be true and accurate as of the date hereof and as of the date of any acceptance of this Offer by the Company and shall survive the date of such acceptance by the Company.;

Representations and Warranties of the Undersigned. The Undersigned As an inducement to the Company to make an offer to the undersigned, the undersigned hereby represents and warrants that: A. The Undersigned is financially responsible, able to meet his/her/its obligations hereunder, the Company and acknowledges this investment may be long term and is by its nature speculative; further, the Undersigned acknowledges he/she/it is financially capable of bearing the risk of this investment. B. The Undersigned has had substantial experience in business or investments in one or more of the followingAgents as follows: (ia) knowledge The undersigned is an "Accredited Investor" within the meaning of and investment experience with securitiesRule 501(a), such as stocks and bonds; (ii) ownership of interests in new ventures and/or start-up companies; (iii) experience in business and financial dealings, and the Undersigned can protect his/her/its own interests in an investment of this nature and does not have a "Purchaser Representative," as that term is defined in Regulation D of promulgated under the Securities Act of 1933, 1933 as amended, amended (the "Securities Act") ), and, together with his financial advisors, if any, have such knowledge and does not need such a Representativeexpertise in financial and business matters as to be capable of evaluating the merits and risks involved in an investment in the Units. C. (b) The Undersigned address set forth at the foot of this Agreement is capable the undersigned's true and correct residence address, and he has no present intention of bearing becoming a resident of any other state or jurisdiction. (c) The undersigned has received and read or reviewed, and is familiar with the high degree terms and conditions and other information set forth in the Memorandum and this Agreement, and he confirms that all documents, records and books pertaining to the investment in the Company and requested by him, including but not limited to the Annual Report on Form 10-KSB, as amended, for the fiscal year ended March31, 1997; Quarterly Report on Form 10-QSB, for the six months September30, 1997; Form 8-K, filed November 6, 1997; Form 8-K, filed January 27, 1998; and Notice of economic risks Meeting and burdens Proxy Statement relating to the 1997 Annual Meeting, have been made available or delivered to him. (d) The undersigned has had an opportunity to ask of the Company, or a person or persons acting on its behalf, any and all relevant questions of and receive answers from the Company in connection with any aspect of the Company and the terms and conditions of this investment, including, but not limited to, and has received answers which the possibility of complete loss of all his/her/its investment capital and the lack of a liquid public market, undersigned considers to be responsive to such that he/she/it may not be able to readily liquidate the investment whenever desired or at the then current asking price of the Stockquestions. D. At no time was (e) The undersigned understands that the Undersigned presented with Units have not been registered under the Securities Act in reliance on an exemption for private offerings and he further understands that he is purchasing Units without being furnished any offering literature or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement, or any prospectus other form of general advertising otherwise than in connection and concurrently with this Offerthe Memorandum. E. (f) The Stock Units for which the Undersigned undersigned hereby subscribes is are being acquired solely for his/her/its his own account, account for investment, investment and is are not being purchased with a view to or for the resale resale, distribution, transfer, fractionalization or distribution thereof other disposition thereof, and the Undersigned undersigned has no present plans to enter into any such contract, undertaking, agreement or arrangement arrangements. (g) The undersigned acknowledges and is aware of the following: (i) That there are substantial restrictions on the transferability of the Units; that other than as set forth in the Memorandum, the Units will not be, and investors in the Company will have no rights to require that the Units be, registered under the Securities Act. (ii) That there never has been any representation, guarantee, or warranty made to the undersigned by any broker, the Company, its officers, directors, agents (including without limitation, the Agents), or employees or any other person, expressly or by implication, as to: (A) The approximate or exact length of time that he will be required to remain as owner of his Units. (B) The percentage of profits and/or amount of or type of consideration, profit or loss (including tax credits and/or benefits) to be realized, if any, as a result of this investment. (C) The past performance or experience on the part of the Company, its personnel, affiliates, Agents, employees or of any other person, will in any way indicate the predictable results of the ownership of Units. (iii) That the Company will rely on the offer to purchase being made by the undersigned hereby and that, accordingly, this offer may not be canceled, rescinded or otherwise revoked by the undersigned. (h) The Subscriber is making the foregoing representations and warranties with the intent that they may be relied upon by the Company in determining the suitability of the sale of the Securities to the Subscriber for purposes of federal and state securities laws. (i) The Subscriber further acknowledges that the Subscriber has been advised that the Securities being purchased by the Subscriber hereunder have not been registered under the provisions of the Securities Act and that the Company has represented to the Subscriber (assuming the veracity of the representations of the Subscriber made herein) that the Securities have been offered and sold by the Company in reliance upon an exemption from registration provided in Section 4(2) of the Securities Act and Regulation D thereunder. (j) In entering into this Agreement and in purchasing the Securities, the Subscriber further acknowledges that: (i) The Company has informed the Subscriber that the Securities have not been offered for sale by means of general advertising or solicitation. (ii) The Securities may not be resold by the Subscriber in absence of registration under the Securities Act or exemption from registration. In particular, the undersigned is aware that the Units, Common Stock, Warrants and Warrant Shares will be "restricted securities," as such resale term is defined in Rule 144 promulgated under the Securities Act ("Rule 144'~), and they may not be sold pursuant to Rule 144 until the conditions thereof are met. (iii) The following legend shall be placed on the Certificate(s) evidencing the Securities: THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS. (iv) The Company may place a stop transfer order on its transfer books against the Securities. Such stop order will be removed, and further transfer of the Securities will be permitted upon an effective registration of the respective Securities, or distributionthe receipt by the Company of an opinion of counsel satisfactory to the Company that such further transfer may be effected pursuant to an applicable exemption from registration. (v) The purchase of the Securities involves risks which the Subscriber has evaluated, and the Subscriber is able to bear the economic risk of the purchase of such securities and the loss of its entire investment. (k) The undersigned has completed the accompanying Qualified Investor Questionnaire and has delivered it herewith and represents and warrants that it is accurate and true in all respects and that it accurately and completely sets forth the financial condition of the undersigned on the date hereof. The undersigned has no reason to expect there will be any material adverse change in his financial condition and will advise the Company of any such changes occurring prior to the closing or termination of the Offering. (1) The undersigned has reached the age of majority in the state in which the undersigned resides, has adequate means of providing for the undersigned's current needs and personal contingencies, is able to bear the substantial economic risks of an investment in the Securities for an indefinite period of time, has no need for liquidity in such investment, and the undersigned is prepared to lose his entire investment in the Securities. (m) The undersigned's overall commitment to investments that are not readily marketable is not, and his acquisition of Securities will not cause such overall commitment to become, disproportionate to his net worth. (n) The Subscriber acknowledges that the Subscriber has made his own investigation concerning the business and affairs of the Company and in that connection, the Subscriber acknowledges the previous receipt of the Offering Memorandum and the exhibits attached thereto. (o) The undersigned understands that the Company shall have the right to accept or reject this subscription in whole or in part. Unless this subscription is accepted in whole or in part by the Company prior to the Initial Closing (as such term is defined in the Offering Memorandum) or the final closing date, this subscription shall be deemed rejected in whole. (p) It never has been represented, guaranteed or warranted by any broker, the Company, the Placement Agents, any of the officers, directors, stockbrokers, partners, employees or agents of either of the Company or the Placement Agents, or any other persons, whether expressly or by implication, that: (i) the Company or the undersigned will realize any given percentage of profits and/or amount or type of consideration, profit or loss as a result of the Company's activities or the undersigned's investment in the Company; or (ii) the past performance or experience of the management of the company, or of any other person, will in any way indicate the predictable results of the ownership of the Securities or of the Company's activities. The foregoing representations and warranties are true and accurate as of the date hereof and shall be true and accurate as of the date hereof and as of delivery of the date of any acceptance of this Offer by Funds to the Company and shall survive such delivery. If in any respect such representations and warranties shall not be true and accurate prior to delivery of the date Funds pursuant to Paragraph I hereof, the undersigned shall give written notice of such acceptance by fact to the Company, specifying which representations and warranties are not true and accurate and the reasons therefor.

Representations and Warranties of the Undersigned. The Undersigned undersigned hereby represents and warrants thatto the Company, on behalf of the beneficial owner or owners, that such beneficial owner or owners: A. The Undersigned (a) are duly authorized to consummate the purchase of the Units; (b) understand that the Common Shares and Purchase Warrants have not been and will not be registered under the Securities Act, and that the sale contemplated hereby is financially responsiblebeing made in reliance on a private placement exemption to Accredited Investors (as defined below); (c) is an "accredited investor" as defined in Rule 501(a) under the Securities Act ("Accredited Investor") and have completed the Investor Questionnaire accurately; and is acquiring the Common Shares and Purchase Warrants for its own account or for the account of an Accredited Investor as to which it exercises sole investment discretion, and not with a view to any resale, distribution or other disposition of the Units; (d) is not an underwriter, dealer or other person who participates in the distribution of the Shares that are to be offered or sold pursuant to this Subscription; (e) has received, and has carefully read and reviewed the Private Placement Offering Memorandum dated July 15, 2004, including the Risk Factors and Company financial information set forth therein (the "Offering Memorandum"), and this Agreement, and confirm that all requested documents, records and books pertaining to their prospective investment in the Company have been made available to them; (f) have had the opportunity to ask questions of, and receive answers from, the management of the Company concerning the terms of an investment in the Common Shares and Purchase Warrants, and concerning any additional information regarding the Company; (g) confirm that, except as set forth in this Agreement, no representations or warranties have been made to them by the Company, or by any of its officers, directors or any agent, employee or affiliate of any of them, and that in entering into this Agreement they are not relying upon any information, other than that contained in the Exchange Act Reports, this Agreement, and the discussions and other information described in subsection (e) and (f) above; (h) confirm that the statements and information provided by the Purchaser in this Agreement and otherwise communicated by the Purchaser to the Company, are complete and accurate in all respects; (i) acknowledge that there can be no guarantee of profit to be realized, if any. as a result of an investment in the Company; (j) acknowledge and are aware that the Common Shares and Purchase Warrants are a speculative investment which involve a high degree of risk, including those set forth in the Offering Memorandum; (k) have sufficient knowledge and experience in financial and business matters to be capable of evaluating the risks and merits of an investment in the Company, and have been provided with adequate information to be able to meet his/her/its obligations hereundermake an informed decision with respect thereto; (I) agree that if it decides to offer, and acknowledges this investment may be long term and is by its nature speculative; further, the Undersigned acknowledges he/she/it is financially capable of bearing the risk of this investment. B. The Undersigned has had substantial experience in business sell or investments in one or more otherwise transfer any of the followingCommon Shares or Purchase Warrants, it will not offer, sell or otherwise transfer any of such Common Shares or Purchase Warrants)- directly or indirectly 1 unless: (i) knowledge of (1) the sale is to an Accredited Investor, and investment experience with securities(2) a purchaser's letter containing representations, such as stocks warranties and bonds;agreements substantially similar to those contained in this Agreement and satisfactory to the Company, is executed by the purchaser and delivered to the Company prior to the sale; or (ii) ownership the sale is made outside the United States in compliance with the requirements of interests Rules 904 and 905 of Regulation S under the Securities Act and in new ventures and/or start-up companies;compliance with applicable local laws and regulations; or (iii) experience in business and financial dealings, and the Undersigned can protect his/her/its own interests in sale is made pursuant to an investment of this nature and does not have a "Purchaser Representative," as that term is defined in Regulation D of exemption from registration under the Securities Act provided by Rule 144 thereunder, if available; or (iv) the Units are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities; and it has furnished to the Company an opinion of counsel of recognized standing in the relevant jurisdictions reasonably satisfactory to the Company; and (m) understand and acknowledge that upon the original issuance of the Common Shares and Purchase Warrants, and until such time as is no longer required under the Securities Act or applicable state laws, all certificates representing the Common Shares and Purchase Warrants, and all certificates issued in exchange therefore or in substitution thereof, shall bear, on the face of such certificates, a legend substantially similar to the following: THE SECURITIES REPRESENTED BY THJS CERTIFICATE ARE RESTRICTED SECURITIES AS THAT TERM IS DEFINED IN RULE 144 UNDER THE SECURITIES ACT OF 1933, as amendedAS AMENDED (THE "ACT"), (the "Securities Act") and does not need such a RepresentativeAND HAVE NOT BEEN REGISTERED UNDER THE ACT. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGJSTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE ISSUER. THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL SKILLED IN SECURITIES MATTERS AND OTHER EVIDENCE OF COMPLIANCE WITH THE ACT PRIOR TO PERMITTING A TRANSFER OF THESE SECURITIES. THE FOREGOING REPRESENTATIONS AND WARRANTIES ARE TRUE AND ACCURATE AS OF THE DATE HEREOF AND SHALL SURVIVE THE DELIVERY OF THIS AGREEMENT BY THE PURCHASER. PURCHASER AGREES TO NOTIFY THE COMPANY PROMPTLY OF ANY CHANGES TO ANY OF THE FOREGOING. C. The Undersigned is capable of bearing the high degree of economic risks and burdens of this investment, including, but not limited to, the possibility of complete loss of all his/her/its investment capital and the lack of a liquid public market, such that he/she/it may not be able to readily liquidate the investment whenever desired or at the then current asking price of the Stock. D. At no time was the Undersigned presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement, or any other form of general advertising otherwise than in connection and concurrently with this Offer. E. The Stock which the Undersigned hereby subscribes is being acquired solely for his/her/its own account, for investment, and is not being purchased with a view to or for the resale or distribution thereof and the Undersigned has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale or distribution. The foregoing representations and warranties shall be true and accurate as of the date hereof and as of the date of any acceptance of this Offer by the Company and shall survive the date of such acceptance by the Company.

Representations and Warranties of the Undersigned. The Undersigned In order to induce the Company to accept this subscription, the undersigned hereby represents and warrants thatto, and covenants with, the Company as follows: A. (i) The Undersigned undersigned has received and reviewed the registration statement on Form SB-2 as of the date hereof prepared by the Company and filed with the Securities and Exchange Commission (the "SEC") on August 4, 2000, (with such amendments and revisions as the Company shall deem necessary or desirable) (hereinafter, the "Offering Materials"), and except for the Offering Materials and the representations contained herein, the undersigned has not relied upon any other materials or literature relating to the offer and sale of the Securities; (ii) The undersigned has had a reasonable opportunity to ask questions of and receive answers from the Company concerning the Company and the offering, and all such questions, if any, have been answered to the full satisfaction of the undersigned; (iii) The undersigned has such knowledge and expertise in financial and business matters that the undersigned is financially responsiblecapable of evaluating the merits and risks involved in an investment in the Securities (iv) The information provided by the investor in this Subscription Agreement being delivered by the undersigned to the Company herewith is true, able complete and correct in all material respects, and the undersigned understands that the Company has determined that the exemption from the registration provisions of the Act, which is based upon non-public offerings is applicable to meet his/her/the offer and sale of the Securities, based, in part, upon the representations, warranties and agreements made by the undersigned herein ; (v) Except as set forth in the Offering Materials or herein, no representations or warranties have been made to the undersigned by the Company or by any agent, employee, or affiliate of the Company, and in entering into this transaction the undersigned is not relying upon any information, other than the results of independent investigation by the undersigned and the representations contained herein and in the Offering Materials; (vi) The undersigned understands that: (A) the Debentures, Conversion Shares, the Warrant and the Warrant Shares (collectively, the "Purchased Securities") have not been registered under the Act or the securities laws of any state, and are being offered by the Company based upon an exemption from such registration requirements for non-public offerings pursuant to Regulation D under the Act; (B) the Purchased Securities are and will be "restricted securities", as said term is defined in Rule 144 of the Rules and Regulations promulgated under the Act; (C) the Purchased Securities may not be sold or otherwise transferred unless they have been first registered under the Act and all applicable state securities laws, or unless an exemption from such registration provisions is available with respect to said resale or transfer; (D) other than as set forth herein, the Company is under no obligation to register the Purchased Securities under the Act or any state securities laws, or to take any action to make any exemption from any such registration provisions available; (E) the certificates for the Purchased Securities will bear a legend to the effect that the transfer of the securities represented thereby is subject to the provisions hereof; and (F) stop transfer instructions will be placed with the Company's transfer agent, if any, for the Purchased Securities. (vii) The undersigned is acquiring the Purchased Securities solely for the account of the undersigned, for investment purposes only, and not with a view towards their public distribution in violation of any applicable law. (viii) The undersigned will not sell or otherwise transfer any of the Purchased Securities unless and until: (A) said securities, shall have first been registered under the Act and all applicable state securities laws; or (B) the undersigned shall have first delivered to the Company a written opinion of counsel (which counsel and opinion (in form and substance) shall be reasonably satisfactory to the Company), to the effect that the proposed sale or transfer is exempt from the registration provisions of the Act and all applicable state securities laws; (ix) The undersigned has full power and authority to execute and deliver this Subscription Agreement and to perform its obligations hereunder, and acknowledges this investment may be long term and Subscription Agreement is by its nature speculative; further, the Undersigned acknowledges he/she/it is financially capable of bearing the risk of this investment. B. The Undersigned has had substantial experience in business or investments in one or more a legally binding obligation of the following: (i) knowledge of and investment experience undersigned in accordance with securities, such as stocks and bondsits terms; (iix) ownership The undersigned meets the requirements of interests in new ventures and/or start-up companies; (iii) experience in business and financial dealings, and at least one of the Undersigned can protect his/her/its own interests in suitability standards for an investment of this nature and does not have a "Purchaser Representativeaccredited investor," as that such term is defined in Regulation D of the Rules and Regulations promulgated under the Act and as set forth in this Subscription Agreement; (xi) The undersigned has carefully reviewed the Risk Factors listed below associated with an investment in the Purchased Securities Act of 1933, as amended, (the "Securities Act") and does not need understands that an investment in such securities offered hereby is highly speculative and involves a Representative. C. The Undersigned is capable of bearing the high degree of economic risks risk and burdens of this investment, including, but should not limited to, be purchased by anyone who cannot afford the possibility of complete loss of all his/her/its investment capital and the lack of a liquid public market, such that he/she/it may not be able to readily liquidate the investment whenever desired or at the then current asking price of the Stock. D. At no time was the Undersigned presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement, or any other form of general advertising otherwise than in connection and concurrently with this Offer. E. The Stock which the Undersigned hereby subscribes is being acquired solely for his/her/its own account, for his entire investment, and is not being purchased with a view to or for the resale or distribution thereof and the Undersigned has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale or distribution. The foregoing representations and warranties shall be true and accurate as of the date hereof and as of the date of any acceptance of this Offer by the Company and shall survive the date of such acceptance by the Company.;

Representations and Warranties of the Undersigned. The Undersigned undersigned hereby represents and warrants thatto the Company, on behalf of the beneficial owner or owners, that such beneficial owner or owners: A. The Undersigned (a) are duly authorized to consummate the purchase of the Units; (b) understand that the Common Shares and Purchase Warrants have not been and will not be registered under the Securities Act, and that the sale contemplated hereby is financially responsiblebeing made in reliance on a private placement exemption to Accredited Investors (as defined below); (c) is an "accredited investor" as defined in Rule 501(a) under the Securities Act ("Accredited Investor") and have completed the Investor Questionnaire accurately; and is acquiring the Common Shares and Purchase Warrants for its own account or for the account of an Accredited Investor as to which it exercises sole investment discretion, and not with a view to any resale, distribution or other disposition of the Units; (d) is not an underwriter, dealer or other person who participates in the distribution of the Shares that are to be offered or sold pursuant to this Subscription; (e) has received, and has carefully read and reviewed the Private Placement Offering Memorandum dated April 2, 2004, including the Risk Factors and Company financial information set forth therein (the "Offering Memorandum"), and this Agreement, and confirm that all requested documents, records and books pertaining to their prospective investment in the Company have been made available to them; (f) have had the opportunity to ask questions of, and receive answers from, the management of the Company concerning the terms of an investment in the Common Shares and Purchase Warrants, and concerning any additional information regarding the Company; (g) confirm that, except as set forth in this Agreement, no representations or warranties have been made to them by the Company, or by any of its officers, directors or any agent, employee or affiliate of any of them, and that in entering into this Agreement they are not relying upon any information, other than that contained in the Exchange Act Reports, this Agreement, and the discussions and other information described in subsection (e) and (f) above; (h) confirm that the statements and information provided by the Purchaser in this Agreement and otherwise communicated by the Purchaser to the Company, are complete and accurate in all respects; (i) acknowledge that there can be no guarantee of profit to be realized, if any. as a result of an investment in the Company; (j) acknowledge and are aware that the Common Shares and Purchase Warrants are a speculative investment which involve a high degree of risk, including those set forth in the Offering Memorandum; (k) have sufficient knowledge and experience in financial and business matters to be capable of evaluating the risks and merits of an investment in the Company, and have been provided with adequate information to be able to meet his/her/its obligations hereundermake an informed decision with respect thereto; (I) agree that if it decides to offer, and acknowledges this investment may be long term and is by its nature speculative; further, the Undersigned acknowledges he/she/it is financially capable of bearing the risk of this investment. B. The Undersigned has had substantial experience in business sell or investments in one or more otherwise transfer any of the followingCommon Shares or Purchase Warrants, it will not offer, sell or otherwise transfer any of such Common Shares or Purchase Warrants)- directly or indirectly unless: (i) knowledge of (1) the sale is to an Accredited Investor, and investment experience with securities(2) a purchaser's letter containing representations, such as stocks warranties and bonds;agreements substantially similar to those contained in this Agreement and satisfactory to the Company, is executed by the purchaser and delivered to the Company prior to the sale; or (ii) ownership the sale is made outside. the United States in compliance with the requirements of interests Rules 904 and 905 of Regulation S under the Securities Act and in new ventures and/or start-up companies;compliance with applicable local laws and regulations; or (iii) experience in business and financial dealings, and the Undersigned can protect his/her/its own interests in sale is made pursuant to an investment of this nature and does not have a "Purchaser Representative," as that term is defined in Regulation D of exemption from registration under the Securities Act provided by Rule 144 thereunder, if available; or (iv) the Units are sold in a transaction that does not require registration under the Securities Act or any applicable United States state laws and regulations governing the offer and sale of securities; and it has furnished to the Company an opinion of counsel of recognized standing in the relevant jurisdictions reasonably satisfactory to the Company; and (m) understand and acknowledge that upon the original issuance of the Common Shares and Purchase Warrants, and until such time as is no longer required under the Securities Act or applicable state laws, all certificates representing the Common Shares and Purchase Warrants, and all certificates issued in exchange therefore or in substitution thereof, shall bear, on the face of such certificates, a legend substantially similar to the following: THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED SECURITIES AS THAT TERM IS DEFINED IN RULE 144 UNDER THE SECURITIES ACT OF 1933, as amendedAS AMENDED (THE "ACT"), (the "Securities Act") and does not need such a RepresentativeAND HAVE NOT BEEN REGISTERED UNDER THE ACT. THESE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD OR TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGJSTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE ISSUER. THE ISSUER MAY REQUIRE AN OPINION OF COUNSEL SKILLED IN SECURITIES MATTERS AND OTHER EVIDENCE OF COMPLIANCE WITH THE ACT PRIOR TO PERMITTING A TRANSFER OF THESE SECURITIES. THE FOREGOING REPRESENTATIONS AND WARRANTIES ARE TRUE AND ACCURATE AS OF THE DATE HEREOF AND SHALL SURVIVE THE DELIVERY OF THIS AGREEMENT BY THE PURCHASER. PURCHASER AGREES TO NOTIFY THE COMPANY PROMPTLY OF ANY CHANGES TO ANY OF THE FOREGOING. C. The Undersigned is capable of bearing the high degree of economic risks and burdens of this investment, including, but not limited to, the possibility of complete loss of all his/her/its investment capital and the lack of a liquid public market, such that he/she/it may not be able to readily liquidate the investment whenever desired or at the then current asking price of the Stock. D. At no time was the Undersigned presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement, or any other form of general advertising otherwise than in connection and concurrently with this Offer. E. The Stock which the Undersigned hereby subscribes is being acquired solely for his/her/its own account, for investment, and is not being purchased with a view to or for the resale or distribution thereof and the Undersigned has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale or distribution. The foregoing representations and warranties shall be true and accurate as of the date hereof and as of the date of any acceptance of this Offer by the Company and shall survive the date of such acceptance by the Company.

Representations and Warranties of the Undersigned. The Undersigned undersigned hereby represents agrees, represents, and warrants that: A. The Undersigned is financially responsible, able to meet his/her/its obligations hereunder, and acknowledges this investment may be long term and is by its nature speculative; further, the Undersigned acknowledges he/she/it is financially capable of bearing the risk of this investment. B. The Undersigned has had substantial experience in business or investments in one or more of the followingas follows: (ia) knowledge of The undersigned understands that the Securities are being offered and investment experience with securities, such as stocks and bonds; (iisold under the exemption from registration provided for by Section 4(2) ownership of interests in new ventures and/or start-up companies; (iii) experience in business and financial dealings, and the Undersigned can protect his/her/its own interests in an investment of this nature and does not have a "Purchaser Representative," as that term is defined in Regulation D of the Securities Act of 19331933 (the “Act”) and similar exemptions from registration, as amendedor limited registration provisions, for private offerings under federal and state law securities laws, that it is purchasing the Securities without being furnished any offering literature or prospectus, that this transaction has not been scrutinized by the United States Securities and Exchange Commission or by any state securities administrator because of the small number of persons solicited and the private aspects of the offering, that all documents, records, and books pertaining to this investment have been made available to the undersigned and his representatives, including his attorney, his accountants, and/or his purchaser representative, 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; (b) The undersigned, if a natural person or general partner of a partnership, (i) is a citizen of the "United States, and at least 21 years of age, and (ii) is a bona fide resident and domiciliary (not a temporary or transient resident) of the state indicated on the signature page below and has no present intention of becoming a resident of any other state or jurisdiction; (c) If the undersigned is an individual, the undersigned is an “accredited investor” as defined by Rule 501(a) of Regulation D under the Act (a natural person whose individual net worth or joint net worth with that person’s spouse, at the time of such person’s purchase of the Securities Act"exceeds $1.0 million, excluding the value of the primary residence of such person.) (d) and does not need such a Representative. C. The Undersigned undersigned is capable able (i) to bear the economic risk of bearing the high degree of economic risks and burdens of this its investment, including(ii) to hold the Securities for an indefinite period of time, but not limited to, the possibility of and (iii) to afford a complete loss of all his/her/its investment capital investment; and the lack represents that it has adequate means of a liquid public marketproviding for its current needs and possible personal contingencies, such and that he/she/it may not be able to readily liquidate the investment whenever desired or at the then current asking price of the Stock.has no need for liquidity in this investment; D. At no time was the Undersigned presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement, or any other form of general advertising otherwise than in connection and concurrently with this Offer. E. (e) The Stock which the Undersigned hereby subscribes is Securities are being acquired by the undersigned in good faith solely for his/her/its own personal account, for investmentunless otherwise specifically set forth below, and is these Securities are being acquired for investment purposes only, and not being purchased with a view to or for the resale resale, distribution, subdivision, or distribution thereof and fractionalization thereof; the Undersigned undersigned has no contract, undertaking, understanding, agreement, or arrangement, formal or informal, with any person to sell, transfer, or pledge to any person the Securities or any part thereof, the undersigned has no present plans to enter into any such contract, undertaking, agreement agreement, or arrangement for such resale or distribution. The arrangement; and it understands that the legal consequences of the foregoing representations and warranties to mean that it must bear the economic risk of the investment for an indefinite period of time because the Securities have not been registered under the 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 is available; (f) The undersigned consents to the placement of a legend on the certificate evidencing the Securities being purchased by it, which legend shall be true and accurate in form substantially as follows: (g) Its Purchaser Representative(s) (as defined in Regulation “D” of the date hereof Securities and Exchange Commission), if any, has been ____________ (if none, so specify). If the undersigned was advised by a Purchaser Representative, the undersigned has been advised by its Purchaser Representative as to the merits and risks of the date of any acceptance of this Offer by investment in the Company in general and shall survive the date suitability of the investment for the undersigned in particular, and the Purchaser Representative has confirmed to the undersigned in writing any existing or intended future relationship between the Purchaser Representative and the Company or any affiliate of such acceptance entity, and any compensation received or to be received as the result of such relationship. If more than one person is signing this Agreement, each representation, warranty, and undertaking made herein shall be a joint and several representations, warranty, or undertaking of each person. If the undersigned is a partnership, corporation, trust, or other entity (i) the undersigned represents and warrants that if it is not an “accredited investor,” each person involved in the decision of such entity to purchase the Securities has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Securities, (ii) the undersigned has enclosed with this Agreement appropriate evidence of the authority of the individual executing this Agreement to act on its behalf; and (iii) the undersigned entity and each individual signing on behalf of such entity 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 Companyundersigned to this Agreement.

Representations and Warranties of the Undersigned. The Undersigned hereby represents and warrants that: A. The Undersigned is financially responsible, able to meet his/her/its her obligations hereunder, and acknowledges this investment may be long term and is by its nature speculative; further, the Undersigned acknowledges he/she/it she is financially capable of bearing the risk of this investment. B. The Undersigned has had substantial experience in business or investments in one or more of the following: (i) knowledge of and investment experience with securities, such as stocks and bonds; (ii) ownership of interests in new ventures and/or start-up companies; (iii) experience in business and financial dealingsdealings and parlance, and the Undersigned can protect his/her/its her own interests in an investment of this nature and does not have a "Purchaser Representative," as that term is defined in Regulation D of the Securities Act of 1933, as amended, (the "Securities Act") and does not need such a Representative. C. The Undersigned is capable of bearing the high degree of economic risks and burdens of this investment, including, but not limited to, the possibility of complete loss of all his/her/its her investment capital and the lack of a liquid public market, such that he/she/it she may not be able to readily liquidate the investment whenever desired or at the then current asking price of the Stock. D. The Undersigned has had access to the information set forth in Paragraph 4 hereof and was able to request copies of such information, ask questions of and receive answers from the Company regarding such information and any other information he/she desired concerning the terms and conditions of this transaction and all such questions have been answered to his/her full satisfaction. The Undersigned understands that the Stock has not been registered under the Securities Act and the applicable state securities laws in reliance on the exemption provided by Section 4(2) of the Securities Act and Regulation D, Rule 506, relating to transactions not involving a public offering. The Undersigned further understands that he/she is purchasing the Stock without being furnished any offering literature, prospectus or private offering memorandum, other than that supplied under or identified in this Offer. E. At no time was the Undersigned presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement, or any other form of general advertising otherwise than in connection and concurrently with this Offer. E. F. The Stock which the Undersigned hereby subscribes is being acquired solely for his/her/its her own account, for investment, and is not being purchased with a view to or for the resale or distribution thereof and the Undersigned has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale or distribution. G. The Undersigned is aware of the following: (i) The Company's financial and operating history; (ii) The existence of substantial restrictions on the transferability of Stock; (iii) The Stock will not be, and the Undersigned will have no rights to require, that the Company register the Stock under the Securities Act or any state securities laws; and (iv) The Undersigned may not be able to avail himself/herself of the provisions of Rule 144 adopted by the Securities and Exchange Commission under the Securities Act or any applicable state securities acts with respect to the release of the Stock, and, accordingly, it may not be possible for the Undersigned to liquidate part or all of his/her investment in the Company or to liquidate at the then current asking price of the Stock, if any. H. It has at no time been represented, guaranteed, or warranted to the Undersigned by an officer or director of the Company, or the agents or employees thereof, or any other person, expressly or impliedly, any of the following: (i) An exact or approximate length of time that the Undersigned will or will not remain as owner of the Stock; (ii) A percentage of profit and/or amount or type of consideration, profit, loss, credits or deductions to be realized, if any, as a result of the Undersigned's ownership of the Stock; or (iii) Past performance on the part of any director or officer of the Company, or the agents or employees thereof, that will in any way indicate the predictable results accruing from ownership of the Stock. (I) The Company is under no duty to register the Stock or comply with any exemption from registration under the Securities Act or any state securities law, including supplying to the appropriate agency or to the Undersigned any information required in connection with transfers under appropriate rules and regulations. (J) The Undersigned is an "Accredited Investor", as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended. The foregoing representations and warranties shall be true and accurate as of the date hereof and as of the date of any acceptance of this Offer by the Company and shall survive the date of such acceptance by the Company.

Representations and Warranties of the Undersigned. The Undersigned undersigned hereby represents and warrants thatto the Company, its officers, directors, agents, and employees as follows: A. The Undersigned is financially responsible(a) That he(1) has adequate means of providing for his current needs and personal contingencies, able to meet his/her/its obligations hereunderhe has no need now, and acknowledges this anticipates no need in the foreseeable future, to sell the common stock which he hereby agrees to purchase, and he currently has sufficient financial liquidity to afford a complete loss of his investment may be long term in the Company. (b) That he has received and is by its nature speculative; furthercarefully reviewed descriptive memoranda relating to the Company and any other materials relating thereto that he has requested. (c) That he has had an opportunity to ask questions of and receive answers from the authorized representatives of the Company, and to review any relevant documents and records concerning the Undersigned acknowledges he/she/it is financially capable business of bearing the risk Company and the terms and conditions of this investment, and that any such questions have been answered to the full satisfaction of the undersigned. B. The Undersigned (d) That no person or entity, other than the Company or its authorized representatives, has had substantial offered the common stock to the undersigned. (e) That he has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of an investment in the Company, or investments he and his financial and investment advisors together have such knowledge and experience in one or more financial and business matters that they are capable of evaluating the following:merits and risks of an investment in the Company. (if) knowledge of That the Units for which he hereby subscribes will be acquired for his own account for investment and investment experience not with securitiesa view toward subdivision, such as stocks and bonds; (ii) ownership of interests resale, or redistribution thereof in new ventures and/or start-up companies; (iii) experience in business and financial dealings, and the Undersigned can protect his/her/its own interests in an investment of this nature and does not have a "Purchaser Representative," as that term is defined in Regulation D of manner prohibited under the Securities Act of 1933, as amended, amended (the "Securities ActAct ") ), and he does not need such a Representative. C. The Undersigned is capable of bearing presently have any reason to anticipate any change in his circumstances or other particular occasion or event which would cause him to sell his Units or the high degree of economic risks and burdens of this investmentSecurities. He has no contract, includingundertaking, but not limited toagreement, the possibility of complete loss of understanding, or arrangement with any person to sell, transfer, or pledge to any person any part or all his/her/its investment capital and the lack of a liquid public market, such that he/she/it may not be able to readily liquidate the investment whenever desired or at the then current asking price of the Stock. D. At no time was the Undersigned presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisementUnits for which he hereby subscribes, or any other form of general advertising otherwise than in connection and concurrently with this Offer. E. The Stock which interest therein, or the Undersigned hereby subscribes is being acquired solely for his/her/its own account, for investmentSecurities, and is not being purchased with a view to or for the resale or distribution thereof and the Undersigned has no present plans to enter into any contractthe same. (g) That (i) it has been called to his attention in connection with his investment in the Company that such investment is speculative in nature and involves a high degree of risk, undertaking, agreement and (ii) he is aware that the Company is in the start-up stage and thus has a limited operating history. (h) That he understands that this subscription may be accepted or arrangement for such resale rejected in whole or distribution. The foregoing representations and warranties shall be true and accurate as of the date hereof and as of the date of any acceptance of this Offer in part by the Company in its sole and absolute discretion. (i) That he understands that his subscription is irrevocable, except that he shall survive have no obligations hereunder in the event that this subscription is for any reason rejected or this offering is for any reason cancelled. ----------------- (1) Masculine pronouns are used solely for convenience of reference, and are intended to have general application. (j) That he understands that there is no guarantee that the Company will be able to sell any Units, and that there is no minimum number of Units that the Company must sell in order to complete this offering. (k) That he understands that no federal or state agency has passed upon or made any recommendation or endorsement of an investment in the Units or the Securities. (l) That he would come within the following categories of "accredited investor" under Rule 501(a) of Regulation D of the Securities and Exchange Commission promulgated under the Securities Act of 1933 (Please check ALL applicable spaces): (i) His or her net worth exceeds $1,000,000 (may include spouse's net worth). (ii) His or her INDIVIDUAL income in each of the two immediately previous years has been more than $200,000 and his or her current year's income is reasonably expected to be more than $200,000, OR his or her joint income with spouse in each of the two immediately previous years has been more than $300,000 and his or her current year's joint income is reasonably expected to be more than $300,000. (iii) We are a trust with total assets of more than $5,000,000, not formed for the specific purpose of acquiring the Units, whose purchase is being directed by an investor who, either alone or with his purchaser representative(s), has such knowledge and experience in financial affairs and business matters that he is capable of evaluating the merits and risks of the prospective investments. (iv) We are an organization described in Section 501(c)(3) of the Internal Revenue Code, a corporation, a Massachusetts or similar business trust, or a partnership, not formed for the specific purpose of acquiring the securities, with total assets in excess of $5,000,000. (v) We are a corporation or partnership and each and every one of our equity owners falls into at least one of the above categories. (vi) None of the above. (m) That he will notify the Company immediately, and in any event prior to the date of such acceptance this agreement is accepted by the Company, if any event occurs which would materially affect any of the above representations or warranties.

Representations and Warranties of the Undersigned. The Undersigned undersigned makes the following representations and warranties, (which representations are incorporated herein by this reference), with the intent that they be relied upon by the Company and its Manager, members, employees, agents and counsel in determining the undersigned’s suitability as a purchaser of the Convertible Notes. The undersigned hereby agrees that such representations and warranties shall survive the purchase of the Convertible Notes. By signing this Agreement, the undersigned represents that he or she has read and warrants that:acknowledged the representations and warranties set forth in this Section 3. If more than one person is signing this Agreement, each representation and warranty made herein shall be a joint and several representation or warranty of each person. A. (a) The Undersigned undersigned is financially responsiblethe sole and true party in interest, able to meet is acquiring the Convertible Notes for his/her/, her or its obligations hereunderown account for investment, is not purchasing the Convertible Notes subscribed for hereby for the benefit of any other person, and acknowledges this investment may be long term and is by its nature speculative; furtherhas no present intention of holding or managing the Convertible Notes with others or of selling, distributing or otherwise disposing of any portion of the Undersigned acknowledges he/she/it is financially capable of bearing the risk of this investmentConvertible Notes. B. (c) The Undersigned has had substantial experience in business or investments in one or more of the following: undersigned (i) knowledge if an individual, is a citizen of and investment experience with securitiesthe United States, such as stocks and bonds; (ii) ownership if an individual, is at least 21 years of interests in new ventures and/or start-up companies; age, and (iii) experience is a bona fide permanent resident of and is domiciled in business the state set forth on the signature page hereof and financial dealingshas no present intention of becoming a resident of any other state or jurisdiction, and the Undersigned can protect his/her/its own interests in (iv) is an investment of this nature and does not have a "Purchaser Representative," “accredited investor” as that term is defined in Regulation D of Rule 501(a) promulgated under the Securities Act of 1933, as amended, amended (the "Securities “1933 Act") and does not need such a Representative”). C. (d) The Undersigned undersigned is capable aware that an investment in the Convertible Notes is highly speculative and subject to substantial risks. The undersigned has adequate means of bearing providing for his, her or its current needs and possible contingencies, and is able to bear the high degree of economic risks and burdens risk of this investment, including, but not limited to, the possibility of the complete loss of all his/her/its investment capital and the undersigned’s entire investment, the lack of a liquid public market, and the limited transferability of the Convertible Notes, which may make the liquidation of this investment impossible for the indefinite future. (e) The undersigned has, or the undersigned together with Purchaser Representative have, such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Convertible Notes and making an informed investment decision. (f) The undersigned understands that the Convertible Notes will not be registered under the 1933 Act, or any state securities laws, in partial reliance upon exemptions from registration for certain private offerings. The undersigned understands and agrees that the Convertible Notes, or any interest therein, may not be resold or otherwise disposed of by the undersigned unless the transfer of the Convertible Notes is subsequently registered under the 1933 Act and under all applicable state securities laws or unless the Company receives an opinion of counsel, satisfactory to it that an exemption from registration is available. The undersigned understands that only the Company can take action so as to register the Convertible Notes and the Company is under no obligation to do so, nor does it propose to do so. (g) The undersigned acknowledges and confirms that he/she/she and the Purchaser Representative, if any, have been given a reasonable opportunity to review all documents, books, records and materials of the Company pertaining to this investment, have been supplied with all additional information concerning the Company and the Convertible Notes that has been requested, have had a reasonable opportunity to ask questions of and receive answers from the Company or its representative concerning this subscription and that all questions have been answered to the full satisfaction of the undersigned. (h) The undersigned represents that he or she has read and considered fully the exhibit entitled Risk Factors attached to the Company’s Operating Agreement and understands that (i) the Company has no operating history, (ii) any investment in the Convertible Notes is highly speculative and is subject to a high degree of risk, and (iii) there are substantial restrictions on the transferability of, and there will be no public market for the Convertible Notes and it may be impossible to liquidate an investment in the Convertible Notes in case of an emergency. (i) The undersigned has received no representations, written or oral, from the Company or its Manager, members, attorneys or agents, other than those contained in this Agreement. In making his, her or its decision to purchase the Convertible Notes, the undersigned has relied solely upon his review of the Company’s Operating Agreement and this Agreement and independent investigations made by him or his representatives without assistance of the Company. (j) The undersigned understands and agrees that the following restrictions and limitations are applicable to his purchases and resales, pledges, hypothecations or other transfers of the Convertible Notes: (i) The Convertible Notes shall not be able sold, pledged, hypothecated or otherwise transferred unless registered under the 1933 Act and applicable state securities laws or an exemption from registration is available; (ii) Each certificate or other document evidencing or representing the Convertible Notes shall be stamped or otherwise imprinted with one or more legends in substantially the following forms: THESE UNITS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, AND VARIOUS APPLICABLE STATE SECURITIES LAWS. THESE UNITS MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR ASSIGNED OR A SECURITY INTEREST CREATED THEREIN, UNLESS THE PURCHASER, TRANSFEREE, ASSIGNEE, PLEDGEE OR HOLDER OF SUCH SECURITY INTEREST COMPLIES WITH ALL STATE AND FEDERAL SECURITIES LAWS (I.E., THE UNITS ARE REGISTERED UNDER SUCH LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE THEREUNDER) AND UNLESS THE SELLER, TRANSFEROR, ASSIGNOR, PLEDGOR OR GRANTOR OF SUCH SECURITY INTEREST PROVIDES AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY THAT THE TRANSACTION CONTEMPLATED WOULD NOT BE IN VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. (iii) Stop transfer instructions have been or will be placed on the Convertible Notes so as to readily liquidate restrict the resale, pledge, hypothecation or other transfer thereof in accordance with the provisions hereof. (k) The undersigned acknowledges and represents that the undersigned has completed and executed this Subscription Agreement (commencing following the signature page of this Agreement) and that the information contained in each of such documents is complete and accurate. (l) The undersigned represents and affirms that if an investment whenever desired in the Convertible Notes is being made by a corporation, partnership, limited liability company, trust or at estate, (i) the then current asking price decision to invest and the execution and delivery of this Agreement have been duly authorized by such corporation, partnership, limited liability company, trust or estate; (ii) the person executing this Agreement on behalf of such corporation, partnership, limited liability company, trust or estate has all right and authority, in his or her capacity as an officer, general partner, trustee, manager, member, executor or other representative of such corporation, partnership, trust or estate, as the case may be, to execute and deliver this Agreement on behalf of such corporation, partnership, limited liability company, trust or estate; (iii) this Agreement is a valid and binding agreement of such corporation, partnership, limited liability company, trust or estate, as the case may be, enforceable in accordance with its terms; and (iv) such corporation, partnership, limited liability company, trust or estate was not organized for the specific purpose of acquiring the Convertible Notes. (m) The undersigned represents and affirms that if the undersigned is a partnership, it has, prior to the purchase of the StockConvertible Notes contemplated hereunder, made other investments, and this investment in the Company is being participated in by the partners of the undersigned in substantially the same proportions as such other prior investments. D. At no (n) The undersigned (i) acknowledges that the Operating Agreement, the information contained therein, and all other information concerning the Company delivered to the undersigned in connection with the sale of Convertible Notes contemplated hereby (the “Proprietary Information”) constitute proprietary confidential information of the Company, (ii) warrants to the Company that he or she shall not use, disclose or disseminate the Proprietary Information except for the sole and isolated purpose of making an investment decision related to the purchase of the Convertible Notes, and (iii) represents and warrants that he or she has not distributed or disseminated, nor will he or she at any time was distribute or disseminate, the Undersigned presented with or solicited Proprietary Information to anyone other than the Purchaser Representative, if any, and other personal advisers of the undersigned, and that the use of the Proprietary Information by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement, or the Purchaser Representative and/or any other form of general advertising otherwise than in connection and concurrently with this Offer. E. The Stock which the Undersigned hereby subscribes is being acquired solely for his/her/its own account, for investmentpersonal adviser has been, and is not being purchased with a view will at all times, be limited to or for the resale or distribution thereof sole and isolated purpose of evaluating the Undersigned has no present plans to enter into any contract, undertaking, agreement or arrangement for such resale or distributionproposed purchase of the Convertible Notes by the undersigned. The foregoing representations undersigned acknowledges and warranties shall be true and accurate as of the date hereof and as of the date of agrees that any acceptance of this Offer additional trade secrets or other non-public information disclosed by the Company to the undersigned will be disclosed only upon the execution by the undersigned of non-disclosure, non-competition and shall survive the date of such acceptance non-circumvention agreements determined reasonably necessary by the Company.

Representations and Warranties of the Undersigned. The Undersigned ------------------------------------------------------ hereby represents and warrants that: A. The Undersigned is financially responsible, able to meet his/her/its obligations hereunder, and acknowledges this investment may be long term and is by its nature speculative; further, the Undersigned acknowledges he/she/it is financially capable of bearing the risk of this investment. B. The Undersigned has had substantial experience in business or investments in one or more of the following: (i) knowledge of and investment experience with securities, such as stocks and bonds; (ii) ownership of interests in new ventures and/or start-up companies; (iii) experience in business and financial dealingsdealings and parlance, and the Undersigned can protect his/her/its own interests in an investment of this nature and does not have a "Purchaser Representative," as that term is defined in Regulation D of the Securities Act of 1933, as amended, (the "Securities Act") and does not need such a Representative. C. The Undersigned is capable of bearing the high degree of economic risks and burdens of this investment, including, but not limited to, the possibility of complete loss of all his/her/its investment capital and the lack of a liquid public market, such that he/she/it may not be able to readily liquidate the investment whenever desired or at the then current asking price of the Stock. D. The Undersigned has had access to the information set forth in Paragraph 4 hereof and was able to request copies of such information, ask questions of and receive answers from the Company regarding such information and any other information it desired concerning the terms and conditions of this transaction and all such questions have been answered to its full satisfaction. The Undersigned understands that the Stock has not been registered under the Securities Act and the applicable state securities laws in reliance on the exemption provided by Section 4(2) of the Securities Act and Regulation D relating to transactions not involving a public offering. The Undersigned further understands that it is purchasing the Stock without being furnished any offering literature, prospectus or private offering memorandum, other than that supplied under or identified in this Offer. E. At no time was the Undersigned presented with or solicited by any leaflet, public promotional meeting, circular, newspaper or magazine article, radio or television advertisement, or any other form of general advertising otherwise than in connection and concurrently with this Offer. E. F. The Undersigned is aware of the following: (i) The Company's financial and operating history; (ii) The existence of substantial restrictions on the transferability of Stock; (iii) The Stock which will not be, and the Undersigned hereby subscribes is being acquired solely will have no rights to require, that the Company register the Stock under the Securities Act or any state securities laws; and (iv) The Undersigned may not be able to avail himself/herself/itself of the provisions of Rule 144 adopted by the Securities and Exchange Commission under the Securities Act or any applicable state securities acts with respect to the release of the Stock, and, accordingly, it may not be possible for the Undersigned to liquidate part or all of his/her/its own accountinvestment in the Company or to liquidate at the then current asking price of the Stock, for investmentif any. G. It has at no time been represented, and is not being purchased with a view guaranteed, or warranted to or for the resale or distribution thereof and the Undersigned has no present plans to enter into any contract, undertaking, agreement by an officer or arrangement for such resale or distribution. The foregoing representations and warranties shall be true and accurate as director of the date hereof and as Company, or the agents or employees thereof, or any other person, expressly or impliedly, any of the date following: (i) An exact or approximate length of time that the Undersigned will or will not remain as owner of the Stock; (ii) A percentage of profit and/or amount or type of consideration, profit, loss, credits or deductions to be realized, if any, as a result of the Undersigned's ownership of the Stock; or (iii) Past performance on the part of any acceptance director or officer of this Offer by the Company and shall survive the date of such acceptance by the Company, or the agents or employees thereof, that will in any way indicate the predictable results accruing from ownership of the Stock.