Common use of Representations, Warranties and Agreements of Subscriber Clause in Contracts

Representations, Warranties and Agreements of Subscriber. The Subscriber hereby acknowledges, represents and warrants to the Company as follows: a) If the Subscriber is an entity, the Subscriber is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations thereunder. The execution, delivery and performance by the Subscriber of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of the Subscriber. Each transaction document to which it is a party has been duly executed by the Subscriber, and when delivered by the Subscriber in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Subscriber, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law. b) The Subscriber acknowledges and understands that the offering and sale of the Shares has not been registered under the Securities Act of 1933, as amended (the “Act”) and is intended to be exempt from registration under the Act by virtue of Rules 504, 505, and 506 of Regulation D promulgated under the Act and by virtue of Sections 4(6) and 4(2) of the Act. In accordance therewith and in furtherance thereof, the Subscriber represents and warrants and agrees as follows: i) The Subscriber is purchasing the Shares for the Subscriber’s own account for investment purposes only and not with the intent toward the further sale or distribution thereof. ii) The Subscriber acknowledges and agrees that the Shares have not been registered under the Act and may not be transferred, sold, assigned, hypothecated or otherwise disposed of, unless (i) the terms of the Shares and (ii) such transaction is the subject of a registration statement, filed with and declared effective by the United States Securities and Exchange Commission (the “SEC”), or unless an exemption from the registration requirements under the Act is available. iii) The Subscriber is an “accredited investor,” as that term is defined in Regulation D promulgated under the Act. The Subscriber has reviewed the definition of “accredited investor” contained in Accredited Investor Questionnaire in Exhibit A attached hereto and hereby represents and warrants that the Subscriber understands such definition. Prior to or in connection with the execution of this Agreement, the Subscriber shall submit to the Company the confidential Accredited Investor Questionnaire pursuant to which the Subscriber represents and warrants to the Company that the Subscriber is an “accredited investor” and sets forth the factual basis therefor. The Subscriber was informed of the significance of the foregoing representations and hereby represents that the information provided and the representations made by the Subscriber in the confidential Accredited Investor Questionnaire are true and correct in all respects as of the date hereof. iv) If the Subscriber is a natural person, the Subscriber has reached the age of majority in the jurisdiction in which the Subscriber resides, the Subscriber has adequate means of providing for the Subscriber’s current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Shares for an indefinite period of time, has no need for liquidity in such investment, and, at the present time, could afford a complete loss of such investment. v) The purchase of the Shares involves a high degree of risk and the Subscriber acknowledges that the Subscriber can bear the complete economic risk of the purchase of the Shares, including the total loss of the investment represented hereby. vi) The Subscriber has such knowledge and experience in financial, tax and business matters so as to enable the Subscriber to utilize the information made available to the Subscriber in connection herewith to evaluate the merits and risks of this investment and to make an informed investment decision with respect thereto. vii) The Subscriber acknowledges that the Subscriber, or the Subscriber’s attorney, accountant, or adviser(s), has/have had a reasonable opportunity to inspect all documents and records pertaining to this subscription for the Shares. viii) The Subscriber and/or the Subscriber’s adviser(s) has/have had a reasonable opportunity to ask questions and receive answers from a person or persons acting on behalf of the Company concerning the subscription for the Shares and all such questions have been answered to the full satisfaction of the Subscriber. ix) In making a decision to purchase the Shares, the Subscriber has not relied on any information other than information supplied to it by the Company and in this Agreement. x) The Subscriber is not relying on the Company or any agent thereof with respect to any legal, tax or economic advice related to an investment in the Shares. xi) The Subscriber is not subscribing for the Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person other than a representative of the Company. Subscriber is acquiring the Shares for his own account, for investment purposes only and not with a view to the resale or distribution thereof. xii) The Subscriber understands and acknowledges that the certificate representing the Shares will bear the following legend and any other legend required by the laws of the jurisdiction in which the Subscriber resides, and any legend required by any applicable law, including without limitation, any legend that will be useful to aid compliance with Regulation D or other regulations adopted by the SEC under the Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR OTHER EXEMPTION UNDER SAID ACT. THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION.” c) The Subscriber hereby agrees to provide such information and to execute and deliver such documents as the Company may deem reasonably appropriate with regard to the Subscriber’s suitability or otherwise in connection with this Agreement. d) The execution, delivery and performance of this Agreement by the Subscriber: (i) will not constitute a default under or conflict with any agreement or instrument to which the Subscriber is a party or by which it or its assets are bound; (ii) will not conflict with or violate any order, judgment, decree, statute, ordinance or regulation applicable to the Subscriber (including, without limitation, any applicable laws relating to permissible legal investments); and (iii) except as set forth herein, does not require the consent of any person or entity, other than those that have been obtained prior to the date hereof. This Agreement has been duly authorized, executed and delivered by the Subscriber and constitutes the valid and binding agreement of the Subscriber enforceable against it in accordance with its terms. e) The Subscriber has not retained, or otherwise entered into any agreement or understanding with, any broker or finder in connection with the purchase of the Shares by the Subscriber, and the Company will not incur any liability for any fee, commission or other compensation on account of any such retention, agreement or understanding by the Subscriber. f) The Subscriber understands, acknowledges and agrees that: i) The Shares has not been recommended by any federal or state securities commission or regulatory authority. ii) The representations, warranties, and agreements of the Subscriber contained in this Agreement shall survive the execution and delivery of this Agreement and the purchase of the Shares. iii) The Subscriber will have absolutely no decision-making authority over any matters concerning the Company. As a holder of Shares, the Subscriber acknowledges and agrees that the Subscriber will not (i) be able to participate in the management of the Company or the conduct of its business; or (ii) have any right to approve any decision or action of the Officers of the Company in connection with the business of the Company, except as provided by the Company’s Articles of Incorporation and Bylaws. g) The Subscriber recognizes that the purchase of the Shares involves a high degree of risk including, but not limited to, the following: (i) the Company remains a development stage business with limited operating history and requires funds in addition to the proceeds of this offering; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (iii) the Subscriber may not be able to liquidate its investment; (iv) transferability of the Shares is extremely limited; (v) in the event of a Company disposition, the Subscriber could sustain the loss of its entire investment; and (vi) the Company has not paid any distributions since its inception and does not anticipate paying any distributions in the near future.

Representations, Warranties and Agreements of Subscriber. The In connection with the issuance of securities hereunder, Subscriber hereby acknowledgesmakes the following representations, represents warranties and warrants agreements and confirms the following understandings: (a) The information that the Subscriber has furnished herein, including, without limitation, the information set forth in the Investor Questionnaire attached hereto as Annex II, which has been completed by the Subscriber and submitted herewith to the Company as follows: a) If Corporation, and any other information furnished by the Subscriber to the Corporation regarding whether the Subscriber qualifies as (i) an “accredited investor” as that term is an entitydefined in Rule 501 under Regulation D (“Regulation D”) promulgated under the U.S. Securities Act of 1933, as amended (the “Act”), which definition is set forth on Annex III attached hereto, and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Corporation accepts this Subscription. Further, the Subscriber is duly organized, validly existing and shall immediately notify the Corporation of any change in good standing under any statement made herein prior to the laws Subscriber’s receipt of the jurisdiction Corporation’s acceptance of its organization with full rightthis Subscription, corporate or partnership power including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” The representations and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations thereunder. The execution, delivery and performance warranties made by the Subscriber of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of the Subscriber. Each transaction document to which it is a party has been duly executed may be fully relied upon by the Subscriber, Corporation and when delivered by the Subscriber in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Subscriber, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawany investigating party relying on them. (b) The Subscriber acknowledges (i) is an “accredited investor” as that term is defined in Rule 501 under Regulation D, which definition is set forth on Annex III attached hereto, or (ii) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal year-end (for non-natural persons). The Subscriber agrees to provide to the Corporation any additional documentation the Corporation may reasonably request, including, in addition to the Investor Questionnaire any other documentation as may be required by the Corporation to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act. (c) The Subscriber has received a copy of the Offering Circular, has been given the opportunity to read and review it carefully, and has had an opportunity to question representatives of the Corporation and obtain such additional information concerning the Corporation as the Subscriber requested. All questions of the Subscriber have been satisfactorily answered prior to making this investment. (d) The Subscriber has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the Subscriber's investment, and to make an informed decision relating thereto; or the Subscriber has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the Subscriber's investment, and to make an informed decision relating thereto. (e) The Subscriber has evaluated the risks of this investment in the Corporation, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The Subscriber has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The Subscriber understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Corporation’s operations. The Subscriber understands that the Use of Proceeds in the Offering Circular are estimates, are not binding, and are subject to the Corporation’s discretion, and may not reflect the actual use of proceeds by the Corporation of the funds they receive from this offering and sale of from your investment. (f) The Subscriber understands that the Shares has are not been being registered under the Securities Act of 1933, as amended (the “"1933 Act”") and on the ground that the issuance thereof is intended to be exempt from registration under the Act by virtue Regulation A of Rules 504, 505, and 506 of Regulation D promulgated under the Act and by virtue of Sections 4(6) and 4(2Section 3(b) of the 1933 Act. In accordance therewith , and that reliance on such exemption is predicated in furtherance thereofpart on the truth and accuracy of the Subscriber’s representations and warranties, and those of the Subscriber represents and warrants and agrees as follows:other purchasers of Shares. i(g) The Subscriber is purchasing understands that the Shares for are not being registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a registerable public offering in such state, since the Shares are “covered securities” under the National Securities Market Improvement Act of 1996 (“NSMIA”). The Subscriber understands that reliance on such exemptions is predicated in part on the truth and accuracy of the Subscriber’s own account for investment purposes only representations and warranties and those of other purchasers of Shares. The Subscriber covenants not with to sell, transfer or otherwise dispose of any of the intent toward Shares unless such Shares have been registered under the further sale applicable state securities laws, or distribution thereofan exemption from state registration is available. ii(h) The Subscriber acknowledges has no need for any liquidity in this investment and agrees that is able to bear the economic risk of his investment for an indefinite period of time. The Subscriber has been advised and is aware that: (a) there is no public market for the Shares and a public market for the Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be transferred, sold, assigned, hypothecated or otherwise disposed of, unless available. (i) All contacts and contracts between the terms Subscriber and the Corporation regarding the offer and sale to him or her of Shares have been made within the Shares state indicated below subscriber’s signature on the signature page of this Subscription Agreement and (ii) the Subscriber is a resident of such transaction is the subject of a registration statement, filed with and declared effective by the United States Securities and Exchange Commission (the “SEC”), or unless an exemption from the registration requirements under the Act is availablestate. iii(j) The Subscriber is an “accredited investor,” as that term is defined in Regulation D promulgated under has relied solely upon the Act. Offering Circular, other material provided by the Corporation and independent investigations made by him or her or his or her representatives and advisors with respect to the Shares subscribed for herein, and no oral or written representations beyond the Offering Circular and other material provided by the Corporation have been made to the Subscriber or relied upon by the Subscriber by the Corporation, its representatives or assigns, or any other person or entity. (k) The Subscriber has reviewed the definition of “accredited investor” contained in Accredited Investor Questionnaire in Exhibit A attached hereto agrees not to transfer or assign this subscription or any interest therein. (l) The Subscriber hereby acknowledges and hereby represents and warrants that the Subscriber understands such definition. Prior to or in connection with the execution of this Agreementagrees that, except as may be specifically provided herein, the Subscriber shall submit is not entitled to the Company the confidential Accredited Investor Questionnaire pursuant to which the Subscriber represents and warrants to the Company that the Subscriber is an “accredited investor” and sets forth the factual basis therefor. The Subscriber was informed of the significance of the foregoing representations and hereby represents that the information provided and the representations made by the Subscriber in the confidential Accredited Investor Questionnaire are true and correct in all respects as of the date hereofwithdraw, terminate or revoke this subscription. iv(m) If the Subscriber is a natural personpartnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the Shares. (n) The Subscriber has reached the age of majority meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which the Subscriber he or she resides, the or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor. The Subscriber has adequate means received a copy of providing for the Subscriber’s current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Shares for an indefinite period of timeOffering Circular, has no need for liquidity in such investment, and, at been given the present time, could afford a complete loss opportunity to read the section of such investmentthe Offering Circular entitled “Investor Eligibility Standards” and hereby agrees to comply with all requirements of the USA PATRIOT Act and all other know-your-customer and anti-money-laundering laws and regulations. v) The purchase of the Shares involves a high degree of risk and the Subscriber acknowledges that the Subscriber can bear the complete economic risk of the purchase of the Shares, including the total loss of the investment represented hereby. vi(o) The Subscriber has such consents to, and agrees to be bound by all the terms of the Bylaws of the Corporation, including but not limited to, any restrictions on voting rights and/or any transfer restrictions contained in said Bylaws. (p) The Subscriber’s knowledge and experience in financial, tax financial and business matters so as to enable are such that it is capable of evaluating the Subscriber to utilize the information made available to the Subscriber in connection herewith to evaluate the merits and risks of this making the investment contemplated hereby, including the risks regarding Federal Cannabis Laws, as described in Section 9 hereof, and to make an informed investment decision the risk associated with respect theretothe regulatory oversight of the Act and the Regulator, as described in Section 8 hereof. vii(q) The Subscriber acknowledges and agrees that any share certificate or, in the Subscribercase of uncertified securities, or the Subscriber’s attorneyany notice of issuance, accountant, or adviser(s), has/have had a reasonable opportunity to inspect all documents and records pertaining to this subscription for the Shares. viii) The Subscriber and/or the Subscriber’s adviser(s) has/have had a reasonable opportunity to ask questions and receive answers from a person or persons acting on behalf of the Company concerning the subscription for the Shares and all such questions have been answered to the full satisfaction of the Subscriber. ix) In making a decision to purchase the Shares, the Subscriber has not relied on any information other than information supplied to it by the Company and in this Agreement. x) The Subscriber is not relying on the Company or any agent thereof with respect to any legal, tax or economic advice related to an investment in the Shares. xi) The Subscriber is not subscribing for the Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person other than a representative of the Company. Subscriber is acquiring the Shares for his own account, for investment purposes only and not with a view to the resale or distribution thereof. xii) The Subscriber understands and acknowledges that the certificate representing the Shares will shall bear the following legend and legends with the necessary information inserted (as well as any other legend legends required by the laws of the jurisdiction in which the Subscriber residesCorporation or applicable state, federal, or provincial corporate and any legend required by any applicable law, including without limitation, any legend that will be useful to aid compliance with Regulation D or other regulations adopted by the SEC under the Act: “securities laws): THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE MAY HAVE NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE OR FOREIGN SECURITIES LAW (THE "ACTS") AND MAY NOT BE TRANSFERRED BY THE HOLDER EXCEPT (A) TO THE CORPORATION, (B) AN OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S (“REGULATION S") UNDER THE SECURITIES ACT, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE SECURITIES ACT, OR (2) RULE 144 UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C) OR (D) ABOVE A LEGAL OPINION SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED. DELIVERY OF COUNSELTHIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA, PROVIDED THAT IF THE CORPORATION QUALIFIES TO BE A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S, A NEW CERTIFICATE, BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM THE CORPORATION UPON DELIVERY OF THIS CERTIFICATE, A DULY EXECUTED DECLARATION, IN A GENERALLY ACCEPTABLE FORMFORM SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR OTHER EXEMPTION UNDER SAID ACT. THE TRANSFER SALE OF THE SECURITIES REPRESENTED HEREBY IS PROHIBITED EXCEPT BEING MADE IN ACCORDANCE COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF 1933, THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) [INSERT THE ISSUANCE DATE] (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATIONTERRITORY IN CANADA.” c(r) The Subscriber hereby agrees to provide such information This Subscription Agreement and to execute and deliver such all other documents as the Company may deem reasonably appropriate with regard to the Subscriber’s suitability or otherwise executed in connection with this Agreement. d) The executionsubscription for Shares are valid, delivery binding and performance enforceable agreements of this Agreement by the Subscriber: (i) will not constitute a default under or conflict with any agreement or instrument to which the Subscriber is a party or by which it or its assets are bound; (ii) will not conflict with or violate any order, judgment, decree, statute, ordinance or regulation applicable to the Subscriber (including, without limitation, any applicable laws relating to permissible legal investments); and (iii) except as set forth herein, does not require the consent of any person or entity, other than those that have been obtained prior to the date hereof. This Agreement has been duly authorized, executed and delivered by the Subscriber and constitutes the valid and binding agreement of the Subscriber enforceable against it in accordance with its terms. e) The Subscriber has not retained, or otherwise entered into any agreement or understanding with, any broker or finder in connection with the purchase of the Shares by the Subscriber, and the Company will not incur any liability for any fee, commission or other compensation on account of any such retention, agreement or understanding by the Subscriber. f) The Subscriber understands, acknowledges and agrees that: i) The Shares has not been recommended by any federal or state securities commission or regulatory authority. ii) The representations, warranties, and agreements of the Subscriber contained in this Agreement shall survive the execution and delivery of this Agreement and the purchase of the Shares. iii) The Subscriber will have absolutely no decision-making authority over any matters concerning the Company. As a holder of Shares, the Subscriber acknowledges and agrees that the Subscriber will not (i) be able to participate in the management of the Company or the conduct of its business; or (ii) have any right to approve any decision or action of the Officers of the Company in connection with the business of the Company, except as provided by the Company’s Articles of Incorporation and Bylaws. g) The Subscriber recognizes that the purchase of the Shares involves a high degree of risk including, but not limited to, the following: (i) the Company remains a development stage business with limited operating history and requires funds in addition to the proceeds of this offering; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (iii) the Subscriber may not be able to liquidate its investment; (iv) transferability of the Shares is extremely limited; (v) in the event of a Company disposition, the Subscriber could sustain the loss of its entire investment; and (vi) the Company has not paid any distributions since its inception and does not anticipate paying any distributions in the near future.

Representations, Warranties and Agreements of Subscriber. The Subscriber -------------------------------------------------------- hereby acknowledges, represents and warrants to the Company Company, and hereby covenants and agrees with the Company, as follows: (a) If the Subscriber is an entity, the Subscriber is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with has full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out perform its obligations thereunderhereunder. The All requisite action on the part of Subscriber necessary for the authorization, execution, delivery and performance by of Subscriber's obligations under this Agreement and for the Subscriber purchase of the transactions contemplated Shares has been taken, and this Agreement, when executed by this Agreement have been a duly authorized by all necessary corporate or similar action on the part officer of the Subscriber. Each transaction document to which it is a party has been duly executed by the Subscriber, and when delivered by the Subscriber in accordance with the terms hereof, will constitute the be a valid and legally binding obligation agreement of the Subscriber, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws and other laws legal and equitable principles limiting or affecting the rights of general application affecting enforcement of creditors’ rights generally, creditors generally and/or (ii) general principles of equity, regardless of whether considered in a proceeding in equity or at law, and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions hereunder may be limited by applicable lawFederal or state securities laws. (b) The Subscriber acknowledges has carefully read this Agreement and, to the extent Subscriber believes necessary, has discussed with Subscriber's counsel and understands that other professional advisor(s) the offering representations, warranties, covenants and sale agreements which Subscriber makes by signing it, and any applicable limitations upon Subscriber's transfer of the Shares issuable thereunder. Subscriber acknowledges that Subscriber has not been registered under relied upon the Securities Act of 1933, as amended (legal counsel or accountants for the “Act”) and is intended to be exempt from registration under Company regarding the Act transactions contemplated by virtue of Rules 504, 505this Agreement, and 506 of Regulation D promulgated under Subscriber has been advised to engage separate legal counsel and accountants to represent Subscriber's individual interest and advise Subscriber regarding the Act structure of, and by virtue of Sections 4(6risks associated with, such transactions. (c) and 4(2) of the Act. In accordance therewith and in furtherance thereofSubscriber understands that as a publicly traded company, the Subscriber represents and warrants and agrees as follows: i) The Subscriber is purchasing the Shares for the Subscriber’s own account for investment purposes only and not Company files with the intent toward the further sale or distribution thereof. ii) The Subscriber acknowledges and agrees that the Shares have not been registered under the Act and may not be transferred, sold, assigned, hypothecated or otherwise disposed of, unless (i) the terms of the Shares and (ii) such transaction is the subject of a registration statement, filed with and declared effective by the United States Securities and Exchange Commission (the “"SEC”)") various reports, or unless an exemption including quarterly and annual financial statements, annual reports to shareholders, and proxy statements, and that all of such reports, statements and information are available to the public, including Subscriber, from the registration requirements under SEC and directly from the Act is available. iii) The Company. Subscriber is an “accredited investor,” as that term is defined in Regulation D promulgated under the Act. The Subscriber has reviewed the definition of “accredited investor” contained in Accredited Investor Questionnaire in Exhibit A attached hereto and hereby represents and warrants acknowledges that the Company has delivered to Subscriber understands such definition. Prior within a reasonable time prior to or in connection with the execution of this Agreement, the Subscriber shall submit to the Company the confidential Accredited Investor Questionnaire pursuant to which the Subscriber represents and warrants to the Company that the Subscriber is an “accredited investor” and sets forth the factual basis therefor. The Subscriber was informed Subscription Agreement a copy of the significance of the foregoing representations and hereby represents that the information provided and the representations made by the Subscriber in the confidential Accredited Investor Questionnaire are true and correct in all respects as of the date hereof. iv) If the Subscriber is a natural person, the Subscriber has reached the age of majority in the jurisdiction in which the Subscriber resides, the Subscriber has adequate means of providing for the Subscriber’s current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Shares for an indefinite period of time, has no need for liquidity in such investment, and, at the present time, could afford a complete loss of such investment. v) The purchase of the Shares involves a high degree of risk and the Subscriber acknowledges that the Subscriber can bear the complete economic risk of the purchase of the Shares, including the total loss of the investment represented hereby. vi) The Subscriber has such knowledge and experience in financial, tax and business matters so as to enable the Subscriber to utilize the information made available to the Subscriber in connection herewith to evaluate the merits and risks of this investment and to make an informed investment decision with respect thereto. vii) The Subscriber acknowledges that the Subscriber, or the Subscriber’s attorney, accountant, or adviser(s), has/have had a reasonable opportunity to inspect all documents and records pertaining to this subscription for the Shares. viii) The Subscriber and/or the Subscriber’s adviser(s) has/have had a reasonable opportunity to ask questions and receive answers from a person or persons acting on behalf of the Company concerning the subscription for the Shares and all such questions have been answered to the full satisfaction of the Subscriber. ix) In making a decision to purchase the Shares, the Subscriber has not relied on any information other than information supplied to it by the Company and in this Agreement. x) The Subscriber is not relying on the Company or any agent thereof with respect to any legal, tax or economic advice related to an investment in the Shares. xi) The Subscriber is not subscribing for the Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person other than a representative of the Company. Subscriber is acquiring the Shares for his own account, for investment purposes only and not with a view to the resale or distribution thereof. xii) The Subscriber understands and acknowledges that the certificate representing the Shares will bear the following legend and any other legend required by the laws of the jurisdiction in which the Subscriber resides, and any legend required by any applicable law, including without limitation, any legend that will be useful to aid compliance with Regulation D or other regulations adopted by the SEC under the Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR OTHER EXEMPTION UNDER SAID ACT. THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION.” c) The Subscriber hereby agrees to provide such information and to execute and deliver such documents as the Company may deem reasonably appropriate with regard to the Subscriber’s suitability or otherwise in connection with this Agreement. d) The execution, delivery and performance of this Agreement by the Subscriber: (i) will not constitute a default under or conflict with any agreement or instrument to which the Subscriber is a party or by which it or its assets are bound; (ii) will not conflict with or violate any order, judgment, decree, statute, ordinance or regulation applicable to the Subscriber (including, without limitation, any applicable laws relating to permissible legal investments); and (iii) except as set forth herein, does not require the consent of any person or entity, other than those that have been obtained prior to the date hereof. This Agreement has been duly authorized, executed and delivered by the Subscriber and constitutes the valid and binding agreement of the Subscriber enforceable against it in accordance with its terms. e) The Subscriber has not retained, or otherwise entered into any agreement or understanding with, any broker or finder in connection with the purchase of the Shares by the Subscriber, and the Company will not incur any liability for any fee, commission or other compensation on account of any such retention, agreement or understanding by the Subscriber. f) The Subscriber understands, acknowledges and agrees that: i) The Shares has not been recommended by any federal or state securities commission or regulatory authority. ii) The representations, warranties, and agreements of the Subscriber contained in this Agreement shall survive the execution and delivery of this Agreement and the purchase of the Shares. iii) The Subscriber will have absolutely no decision-making authority over any matters concerning the Company. As a holder of Shares, the Subscriber acknowledges and agrees that the Subscriber will not (i) be able to participate in the management of the Company or the conduct of its business; or (ii) have any right to approve any decision or action of the Officers of the Company in connection with the business of the Company, except as provided by the Company’s Articles of Incorporation and Bylaws. g) The Subscriber recognizes that the purchase of the Shares involves a high degree of risk including, but not limited to, the following: (i) the Company remains a development stage business with limited operating history and requires funds in addition to Company's Annual Report on Form 10-KSB for the proceeds of this offeringfiscal year ended September 30, 1998; (ii) an investment in the Company is highly speculative Company's Quarterly Reports on Form 10-QSB for the fiscal quarters ended December 31, 1998 and only investors who can afford the loss of their entire investment should consider investing in the Company and the SharesMarch 31, 1999; (iii) the Subscriber may not be able to liquidate its investment; (iv) transferability of the Shares is extremely limited; (v) in the event of a Company disposition, the Subscriber could sustain the loss of its entire investment; and (vi) the Company has not paid any distributions since its inception and does not anticipate paying any distributions in the near future.the

Representations, Warranties and Agreements of Subscriber. The Subscriber hereby acknowledges, represents and warrants to the Company Company, and hereby covenants and agrees with the Company, as follows: (a) If the Subscriber is an entity, the Subscriber is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with has full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out perform its obligations thereunderhereunder. The All requisite action on the part of Subscriber necessary for the authorization, execution, delivery and performance by of Subscriber's obligations under this Agreement and for the Subscriber purchase of the transactions contemplated Shares has been taken, and this Agreement, when executed by this Agreement have been a duly authorized by all necessary corporate or similar action on the part officer of the Subscriber. Each transaction document to which it is a party has been duly executed by the Subscriber, and when delivered by the Subscriber in accordance with the terms hereof, will constitute the be a valid and legally binding obligation agreement of the Subscriber, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws and other laws legal and equitable principles limiting or affecting the rights of general application affecting enforcement of creditors’ rights generally, creditors generally and/or (ii) general principles of equity, regardless of whether considered in a proceeding in equity or at law, and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions hereunder may be limited by applicable lawFederal or state securities laws. (b) The Subscriber acknowledges has carefully read this Agreement and, to the extent Subscriber believes necessary, has discussed with Subscriber's counsel and understands that other professional advisor(s) the offering representations, warranties, covenants and sale agreements which Subscriber makes by signing it, and any applicable limitations upon Subscriber's transfer of the Shares issuable thereunder. Subscriber acknowledges that Subscriber has not relied upon the legal counsel or accountants for the Company regarding the transactions contemplated by this Agreement, and Subscriber has been registered advised to engage separate legal counsel and accountants to represent Subscriber's individual interest and advise Subscriber regarding the structure of, and risks associated with, such transactions. (c) Subscriber acknowledges that the Company has delivered to Subscriber within a reasonable time prior to the execution of this Subscription Agreement a copy of the Company's most recent Annual Report on Form 10-K, and all subsequently filed Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and such other documents as Subscriber (and Subscriber's attorney, accountant and/or other advisors) deemed pertinent in order for Subscriber to make an informed investment decision. (d) Subscriber further acknowledges that no representations or warranties of any nature have been made to Subscriber with respect to the ultimate economic consequences or tax consequences of Subscriber's investment in the Company. Subscriber acknowledges that any forecasted financial data which may have been given to Subscriber is for illustration purposes only and no assurance is given that actual results will correspond with the results contemplated in any such data. (e) Subscriber acknowledges that Subscriber has had the opportunity to ask questions of, and receive answers from, or obtain additional information from, the executive officers of the Company concerning the financial and other affairs of the Company, and, to the extent deemed necessary, Subscriber has asked such questions and received satisfactory answers and desires to invest in the Company. In evaluating the suitability of an investment in the Company, the Subscriber has not relied upon any representations or other information (whether oral or written) other than as set forth in this Agreement or as contained in any documents delivered or answers given in writing by the Company to questions furnished to the Company. Subscriber has been advised and acknowledges that no federal or state agency has made any finding or determination as to the fairness or merits of an investment in the Company and that no such agency has made any recommendation or endorsement whatsoever with respect to such an investment. (f) Subscriber is an "accredited investor" as that term is defined in Rule 501 of Regulation D promulgated by the U.S. Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as amended (the “"Securities Act”"). For this purpose, Subscriber understands that an "accredited investor" includes: (i) any individual who: (A) has a net worth (with spouse) in excess of $1 million; or (B) has had an individual income in excess of $200,000 (or joint income with spouse in excess of $300,000) in each of the two most recent years and who reasonably expects the same income level for the current year; or (C) who is intended an executive officer or director of the Company; (ii) any entity in which all of the equity owners or partners are "accredited investors"; or (iii) any corporation or partnership with total assets in excess of $5,000,000 that was not formed for the specific purpose of purchasing the securities subscribed hereunder. (g) Subscriber considers himself/herself/itself to be exempt a sophisticated investor in companies similarly situated to the Company, and Subscriber has substantial knowledge and experience in financial and business matters (including knowledge of finance, securities and investments, generally, and experience and skill in investments based on actual participation) such that Subscriber is capable of evaluating the merits and risks of the prospective investment in the Company. (h) Subscriber's current address is as set forth on the signature page hereof. If Subscriber is an entity which does not meet the classification set forth under Section 2(e)(iii) above, each of Subscriber's equity owners and/or partners has the same jurisdiction of residence as the Subscriber's jurisdiction of organization and none of Subscriber's equity owners and/or partners has any present intention of moving from such jurisdiction. (i) Subscriber has been advised and acknowledges that the issuance of the Shares will not be registered under the Securities Act, in reliance upon the exemption(s) from registration promulgated thereunder, and, therefore, are "restricted securities." Subscriber also acknowledges that the issuance of the Shares will not be registered under the Act by virtue securities laws of Rules 504any state. Consequently, 505, and 506 of Regulation D promulgated under the Act and by virtue of Sections 4(6) and 4(2) of the Act. In accordance therewith and in furtherance thereof, the Subscriber represents and warrants and agrees as follows: i) The Subscriber is purchasing the Shares for the Subscriber’s own account for investment purposes only and not with the intent toward the further sale or distribution thereof. ii) The Subscriber acknowledges and agrees that the Shares have cannot been be resold unless they are registered under the Securities Act and may not be transferred, sold, assigned, hypothecated or otherwise disposed of, unless (i) the terms of the Shares and (ii) such transaction is the subject of a registration statement, filed with and declared effective by the United States Securities and Exchange Commission (the “SEC”)applicable state securities laws, or unless an exemption from the such registration requirements is available. Subscriber has been advised and acknowledges that the Company is under no obligation to take any action necessary in order to make available any exemption for the transfer of the Shares without registration. (j) Subscriber is purchasing the Shares solely for Subscriber's own account and not as nominee for, representative of, or otherwise on behalf of, any other person. Subscriber is purchasing the Shares with the intention of holding the Shares for investment, with no present intention of participating directly or indirectly in a subsequent public distribution of the Shares unless registered under the Securities Act and applicable state securities laws, or unless an exemption from such registration requirements is available. Subscriber shall not make any sale, transfer or other disposition of the Shares in violation of state or federal law. iii(k) The Subscriber has been advised that there is no assurance that the Company will continue to be a "Public Company" (i.e., a company with equity securities registered with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") or, even if the Company continues to be a Public Company, that there will be an active market for the Shares. Subscriber is an “accredited investor,” as aware that term is defined in Regulation D promulgated under the Act. The Subscriber has reviewed the definition of “accredited investor” contained in Accredited Investor Questionnaire in Exhibit A attached hereto and hereby represents and warrants that the Subscriber understands such definition. Prior to or in connection with the execution of this Agreement, the Subscriber shall submit to the Company the confidential Accredited Investor Questionnaire pursuant to which the Subscriber represents and warrants to the Company that the Subscriber is an “accredited investor” and sets forth the factual basis therefor. The Subscriber was informed of the significance of the foregoing representations and hereby represents that the information provided and the representations made by the Subscriber in the confidential Accredited Investor Questionnaire are true and correct in all respects as of the date hereof. iv) If the Subscriber is a natural person, the Subscriber has reached the age of majority in the jurisdiction in which the Subscriber resides, the Subscriber has adequate means of providing for the Subscriber’s current financial needs and contingencies, is able to bear the substantial economic risks of an 's investment in the Shares for an indefinite period of time, has no need for liquidity in such investment, and, at the present time, could afford a complete loss of such investment. v) The purchase of the Shares Company is speculative and involves a high degree of risk of loss arising from, among other things, substantial market, operational, competitive and other risks, and, having made Subscriber's own evaluation of the risks associated with this investment, Subscriber is aware and Subscriber has been advised that Subscriber must bear the economic risks of a purchase of the Shares indefinitely. (l) Subscriber acknowledges that the Shares were not offered to Subscriber can bear the complete economic risk by means of the purchase any form of the Sharesgeneral or public solicitation or general advertising, or publicly disseminated advertisements or sales literature, including the total loss of the investment represented hereby. vi(i) The Subscriber has such knowledge and experience in financial, tax and business matters so as to enable the Subscriber to utilize the information made available to the Subscriber in connection herewith to evaluate the merits and risks of this investment and to make an informed investment decision with respect thereto. vii) The Subscriber acknowledges that the Subscriber, or the Subscriber’s attorney, accountant, or adviser(s), has/have had a reasonable opportunity to inspect all documents and records pertaining to this subscription for the Shares. viii) The Subscriber and/or the Subscriber’s adviser(s) has/have had a reasonable opportunity to ask questions and receive answers from a person or persons acting on behalf of the Company concerning the subscription for the Shares and all such questions have been answered to the full satisfaction of the Subscriber. ix) In making a decision to purchase the Shares, the Subscriber has not relied on any information other than information supplied to it by the Company and in this Agreement. x) The Subscriber is not relying on the Company or any agent thereof with respect to any legal, tax or economic advice related to an investment in the Shares. xi) The Subscriber is not subscribing for the Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, magazine or similar media media, or broadcast over television or radio, or presented at (ii) any seminar or meetingmeeting to which Subscriber was invited by any of the foregoing means of communication. (m) Subscriber understands and agrees that the Company, or any solicitation of a subscription by a person other than a representative and all current and future stockholders of the Company. Subscriber is acquiring , are relying on the Shares for his own account, for investment purposes only agreements and not with a view to the resale or distribution thereofrepresentations contained herein. xii(n) The Subscriber understands and acknowledges that the certificate representing the Shares will bear the following legend and any other legend required by the laws of the jurisdiction in which the Subscriber resides, and any legend required by any applicable law, including without limitation, any legend that will be useful to aid compliance with Regulation D or other regulations adopted by the SEC under the Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR OTHER EXEMPTION UNDER SAID ACT. THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION.” c) The Subscriber hereby agrees to provide such information and to execute and deliver such documents as the Company may deem reasonably appropriate with regard to the Subscriber’s suitability or otherwise in connection with this Agreement. d) The execution, delivery and performance of this Agreement by the Subscriber: (i) will not constitute a default under or conflict with any agreement or instrument to which the Subscriber is a party or by which it or its assets are bound; (ii) will not conflict with or violate any order, judgment, decree, statute, ordinance or regulation applicable to the Subscriber (including, without limitation, any applicable laws relating to permissible legal investments); and (iii) except as set forth herein, does not require the consent of any person or entity, other than those that have been obtained prior to the date hereof. This Agreement has been duly authorized, executed and delivered by the Subscriber and constitutes the valid and binding agreement of the Subscriber enforceable against it in accordance with its terms. e) The Subscriber has not retained, or otherwise entered into any agreement or understanding with, any broker or finder in In connection with the purchase of the Shares by the Subscriber, Subscriber has not paid and the Company will not incur pay, and has no knowledge of the payment of, any liability for any fee, commission or other compensation on account of direct or indirect renumeration to any such retention, agreement person or understanding by the Subscriber. f) The Subscriber understands, acknowledges and agrees that: i) The Shares has not been recommended by any federal entity for soliciting or state securities commission or regulatory authority. ii) The representations, warranties, and agreements of the Subscriber contained in this Agreement shall survive the execution and delivery of this Agreement and otherwise coordinating the purchase of the Shares. iii(o) The Subscriber will have absolutely no decision-making authority over any matters concerning the Company. As a holder of Shares, the Subscriber acknowledges has been advised and agrees that there will be placed on any certificates representing the Shares, or any substitution(s) thereof, a legend stating in substance the following (and including any restrictions or conditions that may be required by any applicable state law), and Subscriber has been advised and further agrees that the Company will refuse to permit the transfer of the Shares out of Subscriber's name in the absence of compliance with the terms of such legend: "The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended, or under any state securities laws and may not be sold, pledged, transferred, assigned or otherwise disposed of except in accordance with such Act and the rules and regulations thereunder and in accordance with applicable state securities laws. The Company will transfer such shares only upon receipt of evidence satisfactory to the Company, which may include an opinion of counsel, that the registration provisions of such Act have been compiled with or that such registration is not required and that such transfer will not violate any applicable state securities laws." (ip) be able to participate Subscriber is aware that the Company may offer and sell additional shares of Preferred Stock, Common Stock or other securities in the management of the Company or the conduct of its business; or (ii) have any right to approve any decision or action of the Officers of the Company in connection with the business future, thereby diluting Subscriber's percentage equity ownership of the Company, except as provided by the Company’s Articles of Incorporation and Bylaws. g) The Subscriber recognizes that the purchase of the Shares involves a high degree of risk including, but not limited to, the following: (i) the Company remains a development stage business with limited operating history and requires funds in addition to the proceeds of this offering; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (iii) the Subscriber may not be able to liquidate its investment; (iv) transferability of the Shares is extremely limited; (v) in the event of a Company disposition, the Subscriber could sustain the loss of its entire investment; and (vi) the Company has not paid any distributions since its inception and does not anticipate paying any distributions in the near future.

Representations, Warranties and Agreements of Subscriber. The In connection with the issuance of securities hereunder, Subscriber hereby acknowledgesmakes the following representations, represents warranties and warrants agreements and confirms the following understandings: (a) The information that the Subscriber has furnished herein, including, without limitation, the information set forth in the Investor Questionnaire attached hereto as Annex II, which has been completed by the Subscriber and submitted herewith to the Company as follows: a) If Corporation, and any other information furnished by the Subscriber to the Corporation regarding whether the Subscriber qualifies as (i) an “accredited investor” as that term is an entitydefined in Rule 501 under Regulation D (“Regulation D”) promulgated under the U.S. Securities Act of 1933, as amended (the “Act”), which definition is set forth on Annex III attached hereto, and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date of this Agreement and will be correct and complete on the date, if any, that the Corporation accepts this Subscription. Further, the Subscriber is duly organized, validly existing and shall immediately notify the Corporation of any change in good standing under any statement made herein prior to the laws Subscriber’s receipt of the jurisdiction Corporation’s acceptance of its organization with full rightthis Subscription, corporate or partnership power including, without limitation, the Subscriber’s status as an “accredited investor” and/or “qualified purchaser.” The representations and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations thereunder. The execution, delivery and performance warranties made by the Subscriber of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of the Subscriber. Each transaction document to which it is a party has been duly executed may be fully relied upon by the Subscriber, Corporation and when delivered by the Subscriber in accordance with the terms hereof, will constitute the valid and legally binding obligation of the Subscriber, enforceable against it in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable lawany investigating party relying on them. (b) The Subscriber acknowledges (i) is an “accredited investor” as that term is defined in Rule 501 under Regulation D, which definition is set forth on Annex III attached hereto, or (ii) if the Subscriber is not an “accredited investor” as that term is defined in Rule 501 under Regulation D, the amount of Shares being purchased by the Subscriber does not exceed 10% of the greater of the Subscriber’s annual income or net worth (for natural persons), or 10% of the greater of the Subscriber’s annual revenue or net assets at fiscal year-end (for non-natural persons). The Subscriber agrees to provide to the Corporation any additional documentation the Corporation may reasonably request, including, in addition to the Investor Questionnaire any other documentation as may be required by the Corporation to form a reasonable basis that the Subscriber qualifies as an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Act. (c) The Subscriber has received a copy of the Offering Circular, has been given the opportunity to read and review it carefully, and has had an opportunity to question representatives of the Corporation and obtain such additional information concerning the Corporation as the Subscriber requested. All questions of the Subscriber have been satisfactorily answered prior to making this investment. (d) The Subscriber has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the Subscriber's investment, and to make an informed decision relating thereto; or the Subscriber has utilized the services of his, her or its financial advisor or other investment representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the Subscriber's investment, and to make an informed decision relating thereto. (e) The Subscriber has evaluated the risks of this investment in the Corporation, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him, her or it. The Subscriber has adequate financial resources for an investment of this character, and at this time could bear a complete loss of his investment. The Subscriber understands that any projections or other forward-looking statements that were made in the Offering Circular are mere estimates and may not reflect the actual results of the Corporation’s operations. The Subscriber understands that the Use of Proceeds in the Offering Circular are estimates, are not binding, and are subject to the Corporation’s discretion, and may not reflect the actual use of proceeds by the Corporation of the funds they receive from this offering and sale of from your investment. (f) The Subscriber understands that the Shares has are not been being registered under the Securities Act of 1933, as amended (the “Securities Act”) and on the ground that the issuance thereof is intended to be exempt from registration under the Act by virtue Regulation A of Rules 504, 505, and 506 of Regulation D promulgated under the Act and by virtue of Sections 4(6) and 4(2Section 3(b) of the Securities Act. In accordance therewith , and that reliance on such exemption is predicated in furtherance thereofpart on the truth and accuracy of the Subscriber’s representations and warranties, and those of the Subscriber represents and warrants and agrees as follows:other purchasers of Shares. i(g) The Subscriber is purchasing understands that the Shares for are not being registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a registerable public offering in such state, since the Shares are “covered securities” under the National Securities Market Improvement Act of 1996 (“NSMIA”). The Subscriber understands that reliance on such exemptions is predicated in part on the truth and accuracy of the Subscriber’s own account for investment purposes only representations and warranties and those of other purchasers of Shares. The Subscriber covenants not with to sell, transfer or otherwise dispose of any of the intent toward Shares unless such Shares have been registered under the further sale applicable state securities laws, or distribution thereofan exemption from state registration is available. ii(h) The Subscriber acknowledges has no need for any liquidity in this investment and agrees that is able to bear the economic risk of his investment for an indefinite period of time. The Subscriber has been advised and is aware that: (a) there is no public market for the Shares and a public market for the Shares may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Shares have not been registered under the Securities Act of 1933 and applicable state law and an exemption from registration for resale may not be transferred, sold, assigned, hypothecated or otherwise disposed of, unless available. (i) All contacts and contracts between the terms Subscriber and the Corporation regarding the offer and sale to him or her of Shares have been made within the Shares state indicated below subscriber’s signature on the signature page of this Subscription Agreement and (ii) the Subscriber is a resident of such transaction is the subject of a registration statement, filed with and declared effective by the United States Securities and Exchange Commission (the “SEC”), or unless an exemption from the registration requirements under the Act is availablestate. iii(j) The Subscriber is an “accredited investor,” as that term is defined in Regulation D promulgated under has relied solely upon the Act. Offering Circular, other material provided by the Corporation and independent investigations made by him or her or his or her representatives and advisors with respect to the Shares subscribed for herein, and no oral or written representations beyond the Offering Circular and other material provided by the Corporation have been made to the Subscriber or relied upon by the Subscriber by the Corporation, its representatives or assigns, or any other person or entity. (k) The Subscriber has reviewed the definition of “accredited investor” contained in Accredited Investor Questionnaire in Exhibit A attached hereto agrees not to transfer or assign this subscription or any interest therein. (l) The Subscriber hereby acknowledges and hereby represents and warrants that the Subscriber understands such definition. Prior to or in connection with the execution of this Agreementagrees that, except as may be specifically provided herein, the Subscriber shall submit is not entitled to the Company the confidential Accredited Investor Questionnaire pursuant to which the Subscriber represents and warrants to the Company that the Subscriber is an “accredited investor” and sets forth the factual basis therefor. The Subscriber was informed of the significance of the foregoing representations and hereby represents that the information provided and the representations made by the Subscriber in the confidential Accredited Investor Questionnaire are true and correct in all respects as of the date hereofwithdraw, terminate or revoke this subscription. iv(m) If the Subscriber is a natural personpartnership, corporation, limited liability company or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the Shares. (n) The Subscriber has reached the age of majority meets any additional suitability standards and/or financial requirements that may be required in the jurisdiction in which the Subscriber he or she resides, the or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements, and is not a minor. The Subscriber has adequate means received a copy of providing for the Subscriber’s current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Shares for an indefinite period of timeOffering Circular, has no need for liquidity in such investment, and, at been given the present time, could afford a complete loss opportunity to read the section of such investmentthe Offering Circular entitled “Investor Eligibility Standards” and hereby agrees to comply with all requirements of the USA PATRIOT Act and all other know-your-customer and anti-money-laundering laws and regulations. v) The purchase of the Shares involves a high degree of risk and the Subscriber acknowledges that the Subscriber can bear the complete economic risk of the purchase of the Shares, including the total loss of the investment represented hereby. vi(o) The Subscriber has such consents to, and agrees to be bound by all the terms of the Bylaws of the Corporation, including but not limited to, any restrictions on voting rights and/or any transfer restrictions contained in said Bylaws. (p) The Subscriber’s knowledge and experience in financial, tax financial and business matters so as to enable are such that it is capable of evaluating the Subscriber to utilize the information made available to the Subscriber in connection herewith to evaluate the merits and risks of this making the investment contemplated hereby, including the risks regarding Federal Cannabis Laws, as described in Section 9 hereof, and to make an informed investment decision the risk associated with respect theretothe regulatory oversight of the Act and the Regulator, as described in Section 8 hereof. vii(q) The Subscriber acknowledges and agrees that any share certificate or, in the Subscribercase of uncertified securities, or the Subscriber’s attorneyany notice of issuance, accountant, or adviser(s), has/have had a reasonable opportunity to inspect all documents and records pertaining to this subscription for the Shares. viii) The Subscriber and/or the Subscriber’s adviser(s) has/have had a reasonable opportunity to ask questions and receive answers from a person or persons acting on behalf of the Company concerning the subscription for the Shares and all such questions have been answered to the full satisfaction of the Subscriber. ix) In making a decision to purchase the Shares, the Subscriber has not relied on any information other than information supplied to it by the Company and in this Agreement. x) The Subscriber is not relying on the Company or any agent thereof with respect to any legal, tax or economic advice related to an investment in the Shares. xi) The Subscriber is not subscribing for the Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person other than a representative of the Company. Subscriber is acquiring the Shares for his own account, for investment purposes only and not with a view to the resale or distribution thereof. xii) The Subscriber understands and acknowledges that the certificate representing the Shares will shall bear the following legend and legends with the necessary information inserted (as well as any other legend legends required by the laws of the jurisdiction in which the Subscriber residesCorporation or applicable state, federal, or provincial corporate and any legend required by any applicable law, including without limitation, any legend that will be useful to aid compliance with Regulation D or other regulations adopted by the SEC under the Act: “securities laws): THE SECURITIES SHARES REPRESENTED BY THIS CERTIFICATE MAY HAVE NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE OR FOREIGN SECURITIES LAW (THE “ACTS”) AND MAY NOT BE TRANSFERRED BY THE HOLDER EXCEPT (A) TO THE CORPORATION, (B) AN OUTSIDE THE UNITED STATES IN ACCORDANCE WITH RULE 904 OF REGULATION S (“REGULATION S”) UNDER THE SECURITIES ACT, (C) WITHIN THE UNITED STATES IN ACCORDANCE WITH (1) RULE 144A UNDER THE SECURITIES ACT, OR (2) RULE 144 UNDER THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS OR (D) IN ANOTHER TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAWS, PROVIDED THAT IN THE CASE OF TRANSFERS PURSUANT TO (C) OR (D) ABOVE A LEGAL OPINION SATISFACTORY TO THE CORPORATION MUST FIRST BE PROVIDED. DELIVERY OF COUNSELTHIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” IN SETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA, PROVIDED THAT IF THE CORPORATION QUALIFIES TO BE A “FOREIGN ISSUER” WITHIN THE MEANING OF REGULATION S, A NEW CERTIFICATE, BEARING NO LEGEND, DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY”, MAY BE OBTAINED FROM THE CORPORATION UPON DELIVERY OF THIS CERTIFICATE, A DULY EXECUTED DECLARATION, IN A GENERALLY ACCEPTABLE FORMFORM SATISFACTORY TO THE CORPORATION, TO THE EFFECT THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR OTHER EXEMPTION UNDER SAID ACT. THE TRANSFER SALE OF THE SECURITIES REPRESENTED HEREBY IS PROHIBITED EXCEPT BEING MADE IN ACCORDANCE COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES ACT ACT. UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF 1933, THIS SECURITY MUST NOT TRADE THE SECURITY BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) [INSERT THE ISSUANCE DATE] (II) THE DATE THE ISSUER BECAME A REPORTING ISSUER IN ANY PROVINCE OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATIONTERRITORY IN CANADA.” c(r) The Subscriber hereby agrees to provide such information This Subscription Agreement and to execute and deliver such all other documents as the Company may deem reasonably appropriate with regard to the Subscriber’s suitability or otherwise executed in connection with this Agreement. d) The executionsubscription for Shares are valid, delivery binding and performance enforceable agreements of this Agreement by the Subscriber: (i) will not constitute a default under or conflict with any agreement or instrument to which the Subscriber is a party or by which it or its assets are bound; (ii) will not conflict with or violate any order, judgment, decree, statute, ordinance or regulation applicable to the Subscriber (including, without limitation, any applicable laws relating to permissible legal investments); and (iii) except as set forth herein, does not require the consent of any person or entity, other than those that have been obtained prior to the date hereof. This Agreement has been duly authorized, executed and delivered by the Subscriber and constitutes the valid and binding agreement of the Subscriber enforceable against it in accordance with its terms. e) The Subscriber has not retained, or otherwise entered into any agreement or understanding with, any broker or finder in connection with the purchase of the Shares by the Subscriber, and the Company will not incur any liability for any fee, commission or other compensation on account of any such retention, agreement or understanding by the Subscriber. f) The Subscriber understands, acknowledges and agrees that: i) The Shares has not been recommended by any federal or state securities commission or regulatory authority. ii) The representations, warranties, and agreements of the Subscriber contained in this Agreement shall survive the execution and delivery of this Agreement and the purchase of the Shares. iii) The Subscriber will have absolutely no decision-making authority over any matters concerning the Company. As a holder of Shares, the Subscriber acknowledges and agrees that the Subscriber will not (i) be able to participate in the management of the Company or the conduct of its business; or (ii) have any right to approve any decision or action of the Officers of the Company in connection with the business of the Company, except as provided by the Company’s Articles of Incorporation and Bylaws. g) The Subscriber recognizes that the purchase of the Shares involves a high degree of risk including, but not limited to, the following: (i) the Company remains a development stage business with limited operating history and requires funds in addition to the proceeds of this offering; (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares; (iii) the Subscriber may not be able to liquidate its investment; (iv) transferability of the Shares is extremely limited; (v) in the event of a Company disposition, the Subscriber could sustain the loss of its entire investment; and (vi) the Company has not paid any distributions since its inception and does not anticipate paying any distributions in the near future.

Representations, Warranties and Agreements of Subscriber. The Subscriber -------------------------------------------------------- hereby acknowledges, represents and warrants to the Company and hereby covenants and agrees with the Company as follows: (a) If the Subscriber is an entity, the Subscriber is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with has full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out perform its obligations thereunderhereunder. The All requisite action on the part of Subscriber necessary for the authorization, execution, delivery and performance by of Subscriber's obligations under this Agreement and for the Subscriber purchase of the transactions contemplated Shares has been taken, and this Agreement, when executed by this Agreement have been a duly authorized by all necessary corporate or similar action on the part officer of the Subscriber. Each transaction document to which it is a party has been duly executed by the Subscriber, and when delivered by the Subscriber in accordance with the terms hereof, will constitute the be a valid and legally binding obligation agreement of the Subscriber, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws and other laws legal and equitable principles limiting or affecting the rights of general application affecting enforcement of creditors’ rights generally, creditors generally and/or (ii) general principles of equity, regardless of whether considered in a proceeding in equity or at law, and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions hereunder may be limited by applicable lawfederal or state securities laws. (b) The Subscriber acknowledges has carefully read this Agreement and, to the extent Subscriber believes necessary, has discussed with Subscriber's counsel and understands that other professional advisor(s) the offering representations, warranties, covenants and sale agreements which Subscriber makes by signing it, and any applicable limitations upon Subscriber's transfer of the Shares issuable thereunder. Subscriber acknowledges that Subscriber has not relied upon the legal counsel or accountants for the Company regarding the transactions contemplated by this Agreement, and Subscriber has been registered under advised to engage separate legal counsel and accountants to represent Subscriber's individual interest and advise Subscriber regarding the Securities Act of 1933structure of, and risks associated with, such transactions. (c) Subscriber understands that, as amended (the “Act”) and is intended to be exempt from registration under the Act by virtue of Rules 504, 505, and 506 of Regulation D promulgated under the Act and by virtue of Sections 4(6) and 4(2) of the Act. In accordance therewith and in furtherance thereofa publicly traded company, the Subscriber represents and warrants and agrees as follows: i) The Subscriber is purchasing the Shares for the Subscriber’s own account for investment purposes only and not Company files with the intent toward the further sale or distribution thereof. ii) The Subscriber acknowledges and agrees that the Shares have not been registered under the Act and may not be transferred, sold, assigned, hypothecated or otherwise disposed of, unless (i) the terms of the Shares and (ii) such transaction is the subject of a registration statement, filed with and declared effective by the United States Securities and Exchange Commission (the “"SEC”)") various reports, or unless an exemption including quarterly and annual financial statements, annual reports to stockholders, and proxy statements and that all of such reports statements and information are available to the public, including Subscriber, from the registration requirements under SEC and directly from the Act is available. iii) The Company. Subscriber is an “accredited investor,” as that term is defined in Regulation D promulgated under the Act. The Subscriber has reviewed the definition of “accredited investor” contained in Accredited Investor Questionnaire in Exhibit A attached hereto and hereby represents and warrants acknowledges that the Company has delivered to Subscriber understands such definition. Prior within a reasonable time prior to or in connection with the execution of this Agreement, the Subscriber shall submit to the Company the confidential Accredited Investor Questionnaire pursuant to which the Subscriber represents and warrants to the Company that the Subscriber is an “accredited investor” and sets forth the factual basis therefor. The Subscriber was informed Subscription Agreement a copy of the significance of the foregoing representations and hereby represents that the information provided and the representations made by the Subscriber in the confidential Accredited Investor Questionnaire are true and correct in all respects as of the date hereof. iv) If the Subscriber is a natural person, the Subscriber has reached the age of majority in the jurisdiction in which the Subscriber resides, the Subscriber has adequate means of providing for the Subscriber’s current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Shares for an indefinite period of time, has no need for liquidity in such investment, and, at the present time, could afford a complete loss of such investment. v) The purchase of the Shares involves a high degree of risk and the Subscriber acknowledges that the Subscriber can bear the complete economic risk of the purchase of the Shares, including the total loss of the investment represented hereby. vi) The Subscriber has such knowledge and experience in financial, tax and business matters so as to enable the Subscriber to utilize the information made available to the Subscriber in connection herewith to evaluate the merits and risks of this investment and to make an informed investment decision with respect thereto. vii) The Subscriber acknowledges that the Subscriber, or the Subscriber’s attorney, accountant, or adviser(s), has/have had a reasonable opportunity to inspect all documents and records pertaining to this subscription for the Shares. viii) The Subscriber and/or the Subscriber’s adviser(s) has/have had a reasonable opportunity to ask questions and receive answers from a person or persons acting on behalf of the Company concerning the subscription for the Shares and all such questions have been answered to the full satisfaction of the Subscriber. ix) In making a decision to purchase the Shares, the Subscriber has not relied on any information other than information supplied to it by the Company and in this Agreement. x) The Subscriber is not relying on the Company or any agent thereof with respect to any legal, tax or economic advice related to an investment in the Shares. xi) The Subscriber is not subscribing for the Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person other than a representative of the Company. Subscriber is acquiring the Shares for his own account, for investment purposes only and not with a view to the resale or distribution thereof. xii) The Subscriber understands and acknowledges that the certificate representing the Shares will bear the following legend and any other legend required by the laws of the jurisdiction in which the Subscriber resides, and any legend required by any applicable law, including without limitation, any legend that will be useful to aid compliance with Regulation D or other regulations adopted by the SEC under the Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR OTHER EXEMPTION UNDER SAID ACT. THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION.” c) The Subscriber hereby agrees to provide such information and to execute and deliver such documents as the Company may deem reasonably appropriate with regard to the Subscriber’s suitability or otherwise in connection with this Agreement. d) The execution, delivery and performance of this Agreement by the Subscriber: (i) will not constitute a default under or conflict with any agreement or instrument to which the Subscriber is a party or by which it or its assets are bound; (ii) will not conflict with or violate any order, judgment, decree, statute, ordinance or regulation applicable to the Subscriber (including, without limitation, any applicable laws relating to permissible legal investments); and (iii) except as set forth herein, does not require the consent of any person or entity, other than those that have been obtained prior to the date hereof. This Agreement has been duly authorized, executed and delivered by the Subscriber and constitutes the valid and binding agreement of the Subscriber enforceable against it in accordance with its terms. e) The Subscriber has not retained, or otherwise entered into any agreement or understanding with, any broker or finder in connection with the purchase of the Shares by the Subscriber, and the Company will not incur any liability for any fee, commission or other compensation on account of any such retention, agreement or understanding by the Subscriber. f) The Subscriber understands, acknowledges and agrees that: i) The Shares has not been recommended by any federal or state securities commission or regulatory authority. ii) The representations, warranties, and agreements of the Subscriber contained in this Agreement shall survive the execution and delivery of this Agreement and the purchase of the Shares. iii) The Subscriber will have absolutely no decision-making authority over any matters concerning the Company. As a holder of Shares, the Subscriber acknowledges and agrees that the Subscriber will not (i) be able to participate in the management of the Company or the conduct of its business; or (ii) have any right to approve any decision or action of the Officers of the Company in connection with the business of the Company, except as provided by the Company’s Articles of Incorporation and Bylaws. g) The Subscriber recognizes that the purchase of the Shares involves a high degree of risk including, but not limited to, the following: (i) the Company remains a development stage business with limited operating history and requires funds in addition to the proceeds of this offeringan Executive Summary dated January 24, 2000; (ii) an investment in the Company is highly speculative and only investors who can afford Company's Annual Report on Form 10-KSB for the loss of their entire investment should consider investing in the Company and the Sharesfiscal year ended September 30, 1999; (iii) the Subscriber may not be able to liquidate its investmentCompany's Quarterly Report on Form 10- QSB for the fiscal quarter ended June 30, 1999; (iv) transferability of Amendment No. 1 to the Shares is extremely limitedCompany's Registration Statement on Form S-3 (Registration No. 333-82499) filed with the SEC on July 28, 1999; (v) in the event Company's definitive proxy statement filed with the SEC on March 23, 1999 and an amendment thereto filed with the SEC on April 12, 1999 relating to its 1999 Annual Meeting of a Company disposition, the Subscriber could sustain the loss of its entire investmentStockholders; and (vi) the Company has not paid any distributions Company's press releases since its inception September 30, 1999; and does not anticipate paying any distributions in the near future.(vii) such other documents as

Representations, Warranties and Agreements of Subscriber. The Subscriber hereby acknowledges, represents and warrants to the Company Company, and hereby covenants and agrees with the Company, (such representations, warranties, covenants and agreements to survive the Closing Date) as follows: (a) If the Subscriber is an entity, the Subscriber is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with has full right, corporate or partnership power and authority to enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out perform its obligations thereunderhereunder. The All requisite action on the part of Subscriber necessary for the authorization, execution, delivery and performance by of Subscriber's obligations under this Agreement and for the Subscriber purchase of the transactions contemplated Shares has been taken, and this Agreement, when executed by this Agreement have been a duly authorized by all necessary corporate or similar action on the part officer of the Subscriber. Each transaction document to which it is a party has been duly executed by the Subscriber, and when delivered by the Subscriber in accordance with the terms hereof, will constitute the be a valid and legally binding obligation agreement of the Subscriber, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium reorganization or other similar laws and other laws legal and equitable principles limiting or affecting the rights of general application affecting enforcement of creditors’ rights generally, creditors generally and/or (ii) general principles of equity, regardless of whether considered in a proceeding in equity or at law, and except as limited by laws relating rights to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions hereunder may be limited by applicable lawFederal or state securities laws. (b) The Subscriber acknowledges has carefully read this Agreement and, to the extent Subscriber believes necessary, has discussed with Subscriber's counsel and understands that other professional advisor(s) the offering representations, warranties, covenants and sale agreements which Subscriber makes by signing it, and any applicable limitations upon Subscriber's transfer of the Shares issuable thereunder. Subscriber acknowledges that Subscriber has not been registered under relied upon the Securities Act of 1933, as amended (legal counsel or accountants for the “Act”) and is intended to be exempt from registration under Company regarding the Act transactions contemplated by virtue of Rules 504, 505this Agreement, and 506 of Regulation D promulgated under Subscriber has been advised to engage separate legal counsel and accountants to represent Subscriber's individual interest and advise Subscriber regarding the Act structure of, and by virtue of Sections 4(6risks associated with, such transactions. (c) and 4(2) of the Act. In accordance therewith and in furtherance thereofSubscriber understands that as a publicly traded company, the Subscriber represents and warrants and agrees as follows: i) The Subscriber is purchasing the Shares for the Subscriber’s own account for investment purposes only and not Company files with the intent toward the further sale or distribution thereof. ii) The Subscriber acknowledges and agrees that the Shares have not been registered under the Act and may not be transferred, sold, assigned, hypothecated or otherwise disposed of, unless (i) the terms of the Shares and (ii) such transaction is the subject of a registration statement, filed with and declared effective by the United States Securities and Exchange Commission (the “"SEC”)") various reports, or unless an exemption including quarterly and annual financial statements, annual reports to shareholders, and proxy statements, and that all of such reports, statements and information are available to the public, including Subscriber, from the registration requirements under SEC and directly from the Act is available. iii) The Company. Subscriber is an “accredited investor,” as that term is defined in Regulation D promulgated under the Act. The Subscriber has reviewed the definition of “accredited investor” contained in Accredited Investor Questionnaire in Exhibit A attached hereto and hereby represents and warrants acknowledges that the Company has delivered to Subscriber understands such definition. Prior within a reasonable time prior to or in connection with the execution of this Agreement, the Subscriber shall submit to the Company the confidential Accredited Investor Questionnaire pursuant to which the Subscriber represents and warrants to the Company that the Subscriber is an “accredited investor” and sets forth the factual basis therefor. The Subscriber was informed Subscription Agreement a copy of the significance of the foregoing representations and hereby represents that the information provided and the representations made by the Subscriber in the confidential Accredited Investor Questionnaire are true and correct in all respects as of the date hereof. iv) If the Subscriber is a natural person, the Subscriber has reached the age of majority in the jurisdiction in which the Subscriber resides, the Subscriber has adequate means of providing for the Subscriber’s current financial needs and contingencies, is able to bear the substantial economic risks of an investment in the Shares for an indefinite period of time, has no need for liquidity in such investment, and, at the present time, could afford a complete loss of such investment. v) The purchase of the Shares involves a high degree of risk and the Subscriber acknowledges that the Subscriber can bear the complete economic risk of the purchase of the Shares, including the total loss of the investment represented hereby. vi) The Subscriber has such knowledge and experience in financial, tax and business matters so as to enable the Subscriber to utilize the information made available to the Subscriber in connection herewith to evaluate the merits and risks of this investment and to make an informed investment decision with respect thereto. vii) The Subscriber acknowledges that the Subscriber, or the Subscriber’s attorney, accountant, or adviser(s), has/have had a reasonable opportunity to inspect all documents and records pertaining to this subscription for the Shares. viii) The Subscriber and/or the Subscriber’s adviser(s) has/have had a reasonable opportunity to ask questions and receive answers from a person or persons acting on behalf of the Company concerning the subscription for the Shares and all such questions have been answered to the full satisfaction of the Subscriber. ix) In making a decision to purchase the Shares, the Subscriber has not relied on any information other than information supplied to it by the Company and in this Agreement. x) The Subscriber is not relying on the Company or any agent thereof with respect to any legal, tax or economic advice related to an investment in the Shares. xi) The Subscriber is not subscribing for the Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person other than a representative of the Company. Subscriber is acquiring the Shares for his own account, for investment purposes only and not with a view to the resale or distribution thereof. xii) The Subscriber understands and acknowledges that the certificate representing the Shares will bear the following legend and any other legend required by the laws of the jurisdiction in which the Subscriber resides, and any legend required by any applicable law, including without limitation, any legend that will be useful to aid compliance with Regulation D or other regulations adopted by the SEC under the Act: “THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933 OR (B) AN OPINION OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR OTHER EXEMPTION UNDER SAID ACT. THE TRANSFER OF THE SECURITIES REPRESENTED HEREBY IS PROHIBITED EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT OF 1933, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION.” c) The Subscriber hereby agrees to provide such information and to execute and deliver such documents as the Company may deem reasonably appropriate with regard to the Subscriber’s suitability or otherwise in connection with this Agreement. d) The execution, delivery and performance of this Agreement by the Subscriber: (i) will not constitute a default under or conflict with any agreement or instrument to which the Subscriber is a party or by which it or its assets are bound; (ii) will not conflict with or violate any order, judgment, decree, statute, ordinance or regulation applicable to the Subscriber (including, without limitation, any applicable laws relating to permissible legal investments); and (iii) except as set forth herein, does not require the consent of any person or entity, other than those that have been obtained prior to the date hereof. This Agreement has been duly authorized, executed and delivered by the Subscriber and constitutes the valid and binding agreement of the Subscriber enforceable against it in accordance with its terms. e) The Subscriber has not retained, or otherwise entered into any agreement or understanding with, any broker or finder in connection with the purchase of the Shares by the Subscriber, and the Company will not incur any liability for any fee, commission or other compensation on account of any such retention, agreement or understanding by the Subscriber. f) The Subscriber understands, acknowledges and agrees that: i) The Shares has not been recommended by any federal or state securities commission or regulatory authority. ii) The representations, warranties, and agreements of the Subscriber contained in this Agreement shall survive the execution and delivery of this Agreement and the purchase of the Shares. iii) The Subscriber will have absolutely no decision-making authority over any matters concerning the Company. As a holder of Shares, the Subscriber acknowledges and agrees that the Subscriber will not (i) be able to participate in the management of the Company or the conduct of its business; or (ii) have any right to approve any decision or action of the Officers of the Company in connection with the business of the Company, except as provided by the Company’s Articles of Incorporation and Bylaws. g) The Subscriber recognizes that the purchase of the Shares involves a high degree of risk including, but not limited to, the following: (i) the Company remains a development stage business with limited operating history and requires funds in addition to Company's Annual Report on Form 10-KSB for the proceeds of this offeringfiscal year ended June 30, 1999 (without exhibits); (ii) an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the SharesCompany's Current Reports on Form 8-K since June 30, 1999 (without exhibits); (iii) the Subscriber may not be able to liquidate its investmentCompany's press releases since June 30, 1999; (iv) transferability of certain Risk Factors relating to the Shares is extremely limitedtransactions contemplated hereunder which are attached hereto as Exhibit A; and (v) such other documents, including exhibits to the foregoing reports on Forms 10-KSB and 8-K, as Subscriber (and Subscriber's attorney, accountant and/or other advisors) deemed pertinent in the event of a Company disposition, the order for Subscriber could sustain the loss of its entire investment; and (vi) the Company has not paid any distributions since its inception and does not anticipate paying any distributions in the near future.to