Common use of Subscription Procedures Clause in Contracts

Subscription Procedures. Convertible Debentures of Securac Corp.(the "Company") are being offered ------------- (the "Debentures"). This offering is being made in accordance with the exemptions from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act") and Rule 506 of Regulation D promulgated under the 1933 Act. In order to purchase Debentures, each subscriber must complete and execute a questionnaire (the "Questionnaire") and a subscription agreement (the "Subscription Agreement"). In addition, the subscriber must make a payment pursuant to the Funds Authorization Distribution Agreement, for the amount being purchased or directly by the Holder. All subscriptions are subject to acceptance by the Company, which shall not occur until the Company has returned the signed Company Signature Page. The Questionnaire is designed to enable the Holder to demonstrate the minimum legal requirements under federal and state securities laws to purchase the Debentures. The Signature Page for the Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by each subscriber. If you are a foreign person or foreign entity, you may be subject to a withholding tax equal to thirty percent (30%) of any dividends paid by the Company. In order to eliminate or reduce such withholding tax you must submit a properly executed I.R.S. Form 4224 (Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) or I.R.S. Form 1001 (Ownership Exemption or Reduced Trade Certificate), claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment of the full subscription amount will be made by wire transfer by Dutchess Private Equities Fund, II, LP (the "Holder") on or prior to the closing per the wire instructions that will be established. In the event of a termination of the offering or the rejection of a subscription, subscription funds will be returned by the Company without interest or charges. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SUBSCRIPTION AGREEMENT ----------------------- To: Securac Corp. -------------- This Subscription Agreement is made between Securac Corp., a Nevada --------------- corporation, (the "Company"), and the undersigned prospective Holder ("Holder") who is subscribing hereby for the Company's convertible debentures (the "Debentures") on September 30, 2005. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement, together with any Exhibits thereto, relating to an offering (the "Offering") of Five Hundred Thousand dollars ($500,000) of Debentures. The Offering is limited to accredited Investors and is made in accordance with the exemptions from registration provided for under Section 4(2) of the 1933 Act and Rule 506 of Regulation D promulgated under the 1933 Act ("Regulation D").

Subscription Procedures. Convertible Debentures of Securac Corp.(the LocatePlus Holdings Corporation(the "Company") ------------------------------- are being offered ------------- (the "Debentures"). This offering is being made in accordance with the exemptions from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act") and Rule 506 of Regulation D promulgated under the 1933 Act. In order to purchase Debentures, each subscriber must complete and execute a questionnaire (the "Questionnaire") and a subscription agreement (the "Subscription Agreement"). In addition, the subscriber must make a payment pursuant to the Funds Authorization Distribution Agreement, for the amount being purchased or directly by the Holder. All subscriptions are subject to acceptance by the Company, which shall not occur until the Company has returned the signed Company Signature Page. The Questionnaire is designed to enable the Holder to demonstrate the minimum legal requirements under federal and state securities laws to purchase the Debentures. The Signature Page for the Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by each subscriber. If you are a foreign person or foreign entity, you may be subject to a withholding tax equal to thirty percent (30%) of any dividends paid by the Company. In order to eliminate or reduce such withholding tax you must submit a properly executed I.R.S. Form 4224 (Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) or I.R.S. Form 1001 (Ownership Exemption or Reduced Trade Certificate), claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment of the full subscription amount will be made by wire transfer by Dutchess Private Equities Fund, II, LP (the "Holder") on or prior to the closing per the wire instructions that will be established. In the event of a termination of the offering or the rejection of a subscription, subscription funds will be returned by the Company without interest or charges. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SUBSCRIPTION AGREEMENT ----------------------- To: Securac Corp. -------------- LocatePlus Holdings Corporation --------------------------------- This Subscription Agreement is made between Securac Corp.LocatePlus Holdings -------------------- Corporation, a Nevada --------------- placeStateDelaware corporation, (the "Company"), and the - undersigned prospective Holder ("Holder") who is subscribing hereby for the Company's convertible debentures (the "Debentures") on September 30December 29, 2005. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement, together with any Exhibits thereto, relating to an offering (the "Offering") of One Million Five Hundred Thousand dollars ($500,0001,500,000) of Debentures. The Offering is limited to accredited Investors and is made in accordance with the exemptions from registration provided for under Section 4(2) of the 1933 Act and Rule 506 of Regulation D promulgated under the 1933 Act ("Regulation D").

Subscription Procedures. The Series B Convertible Debentures Preferred Stock of Securac Corp.(the "Company") are being offered ------------- EuroGas, Inc. (the "DebenturesCompany" or "Seller") is being offered for $1,000 per share (the "Shares"). The Shares will be transferable to the extent that any such transfer is permitted by law. This offering is being made in accordance with the exemptions from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act") and Rule 506 of Regulation D promulgated under the 1933 ActAct (the "Regulation D Offering"). In order to purchase DebenturesShares, each subscriber (the "Investor") must complete and execute a questionnaire (the "Investor Questionnaire") and ), a subscription agreement (the "Subscription Agreement"), and an Internal Revenue Service Form W-9 or other appropriate form as may be applicable. In addition, the subscriber Investor must make a payment pursuant to the Funds Authorization Distribution Agreement, for the amount being purchased or directly by the Holderan escrow fund of $1,000 per share of Series B Convertible Preferred Stock subscribed for. All subscriptions are subject to acceptance by the Company, which shall not occur until the Company has returned the signed Company Signature PagePage and the stock certificate representing the Shares purchased to the Investor. The Investor Questionnaire is designed to enable the Holder Investor to demonstrate the minimum legal requirements under federal and state securities laws to purchase the DebenturesShares. The Signature Page for the Investor Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by each subscriberInvestor. Also included is an Internal Revenue Service Form W-9: "Request for Taxpayer Identification Number and Certification" for U.S. citizens or residents of the U.S. for U.S. federal income tax purposes only. (Foreign investors should consult their tax advisors regarding the need to complete Internal Revenue Service Form W-9 and any other forms that may be required). If you are a foreign person or foreign entity, you may be subject to a withholding tax equal to thirty percent (30%) % of any dividends paid by the Company. In order to eliminate or reduce such withholding tax you must submit a properly executed I.R.S. Form 4224 (Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) or I.R.S. Form 1001 (Ownership Exemption or Reduced Trade Certificate), claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment of the full subscription amount will must be made by wire transfer by Dutchess Private Equities Fund, II, LP (the "Holder") on or prior as provided below: Immediately available funds should be sent via wire transfer to the closing per escrow account stated below and the wire instructions that completed Investor Questionnaire, Subscription Agreement, and a Form W-9 or other appropriate form should be forwarded to the Escrow Agent. Your subscription funds will be establisheddeposited into a non-interest bearing escrow account of Xxxxxx X. XxXxxxx, Esq., Escrow Agent, at First Union Bank of Connecticut, Stamford, Connecticut. In the event of a termination of the offering Offering or the rejection of a subscription, subscription funds will be returned by the Company without interest or charges. The wire instructions are as follows: First Union Bank of Connecticut Executive Office 000 Xxxx Xxxxxx, X. X. Box 700 Stamford, CT 06904-0700 ABA #: 000000000 Swift #: XXXXXX00 Account #: 00000-0000000-0 Xxxx.Xxxx: Xxxxxx X. XxXxxxx, Esq. Trustee Account THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SUBSCRIPTION AGREEMENT ----------------------- To: Securac Corp. -------------- EUROGAS, INC. This Subscription Agreement is made between Securac Corp.EUROGAS, INC., a Nevada --------------- Utah corporation, (the "Company" or "Seller"), and the undersigned prospective Holder purchaser ("HolderPurchaser") who is subscribing hereby for the Company's convertible debentures Series B Convertible Preferred Stock (the "DebenturesShares") on September 30), 2005at a purchase price of $1,000 per share. The Shares being offered will be separately transferable, to the extent that any such transfer is permitted by law. The conversion terms of the Shares are set forth in Section 4 and the form of Notice of Conversion is attached hereto as Exhibit A. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription AgreementAgreement dated May , 1998, together with any Exhibits thereto, relating to an offering (the "Offering") of Five Hundred Thousand dollars ($500,000) of Debentures30,000 Shares. The Offering offering (the "Regulation D Offering") is limited to accredited Investors investors and is made in accordance with the exemptions from registration provided for under Section 4(2) of the 1933 Securities Act of 1933, as amended (the "Act"), and Rule 506 of Regulation D promulgated under the 1933 Act ("Regulation D").

Subscription Procedures. Convertible Debentures of Securac Corp.(the Nighthawk, Systems, Inc. (the "Company") are being offered ------------- (the "Debentures"). This offering is being made in accordance with the exemptions from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act") and Rule 506 of Regulation D promulgated under the 1933 Act. In order to purchase Debentures, each subscriber must complete and execute a questionnaire (the "Questionnaire") and a subscription agreement (the "Subscription Agreement"). In addition, the subscriber must make a payment pursuant to the Funds Authorization Distribution Agreement, for the amount being purchased or directly by to the HolderPurchaser. All subscriptions are subject to acceptance by the Company, which shall not occur until the Company has returned the signed Company Signature Page. The Questionnaire is designed to enable the Holder Purchaser to demonstrate the minimum legal requirements under federal and state securities laws to purchase the Debentures. The Signature Page for the Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by each subscriber. If you are a foreign person or foreign entity, you may be subject to a withholding tax equal to thirty percent (30%) % of any dividends paid by the Company. In order to eliminate or reduce such withholding tax you must submit a properly executed I.R.S. Form 4224 (Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) or I.R.S. Form 1001 (Ownership Exemption or Reduced Trade Certificate), claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment of the full subscription amount will must be made by wire transfer by Dutchess Private Equities Fund, II, LP (the "HolderPurchaser") on or prior to the closing per the wire instructions that will be established. In the event of a termination of the offering or the rejection of a subscription, subscription funds will be returned by the Company without interest or charges. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SUBSCRIPTION AGREEMENT ----------------------- To: Securac Corp. -------------- Nighthawk Systems, Inc. This Subscription Agreement is made between Securac Corp.Nighthawk Systems, Inc., a Nevada --------------- corporation, (the "Company"), and the undersigned prospective Holder purchaser ("HolderPurchaser") who is subscribing hereby for the Company's convertible debentures (the "Debentures") on September 30, 2005). This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement, together with any Exhibits thereto, relating to an offering (the "Offering") of Five Hundred Thousand dollars (up to $500,000) 250,000 of Debentures. The Offering is limited to accredited Investors and is made in accordance with the exemptions from registration provided for under Section 4(2) of the 1933 Act and Rule 506 of Regulation D promulgated under the 1933 Act ("Regulation D").

Subscription Procedures. Convertible Debentures of Securac Corp.(the Xtreme Companies, Inc (the "Company") are being offered ------------- (the "Debentures"). This offering is being made in accordance with the exemptions from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act") and Rule 506 of Regulation D promulgated under the 1933 Act. In order to purchase Debentures, each subscriber must complete and execute a questionnaire (the "Questionnaire") and a subscription agreement (the "Subscription Agreement"). In addition, the subscriber must make a payment pursuant to the Funds Authorization Distribution Agreementan escrow fund, if available, for the amount being purchased or directly by to the HolderPurchaser. All subscriptions are subject to acceptance by the Company, which shall not occur until the Company has returned the signed Company Signature Page. The Questionnaire is designed to enable the Holder Purchaser to demonstrate the minimum legal requirements under federal and state securities laws to purchase the Debentures. The Signature Page for the Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by each subscriber. If you are a foreign person or foreign entity, you may be subject to a withholding tax equal to thirty percent (30%) % of any dividends paid by the Company. In order to eliminate or reduce such withholding tax you must submit a properly executed I.R.S. Form 4224 (Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) or I.R.S. Form 1001 (Ownership Exemption or Reduced Trade Certificate), claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment of the full subscription amount will must be made by wire transfer by to Dutchess Private Equities Fund, II, LP (the "HolderPurchaser") on or prior to the closing per the wire instructions that will be established. In the event of a termination of the offering or the rejection of a subscription, subscription funds will be returned by the Company without interest or charges. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SUBSCRIPTION AGREEMENT ----------------------- ---------------------- To: Securac Corp. -------------- Xtreme Companies, Inc. ------------------------ This Subscription Agreement is made between Securac Corp.Xtreme Companies, Inc., a Nevada --------------- corporation, (the "Company"), and the undersigned prospective Holder purchaser ("HolderPurchaser") who is subscribing hereby for the Company's convertible debentures (the "Debentures") on September 30, 2005). This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement, together with any Exhibits thereto, relating to an offering (the "Offering") of Five Hundred Thousand dollars (up to $500,000) 50,000 of Debentures. The Offering is limited to accredited Investors Purchasers and is made in accordance with the exemptions from registration provided for under Section 4(2) of the 1933 Act and Rule 506 of Regulation D promulgated under the 1933 Act ("Regulation D").

Subscription Procedures. Convertible Debentures of Securac Corp.(the Union Dental Holdings, Inc. (the "Company") are being offered ------------- (the "Debentures"). This offering is being made in accordance with the exemptions from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act") and Rule 506 of Regulation D promulgated under the 1933 Act. In order to purchase Debentures, each subscriber must complete and execute a questionnaire (the "Questionnaire") and a subscription agreement (the "Subscription Agreement"). In addition, the subscriber must make a payment pursuant to the Funds Authorization Distribution Agreement, for the amount being purchased or directly by to the Holder. All subscriptions are subject to acceptance by the Company, which shall not occur until the Company has returned the signed Company Signature Page. The Questionnaire is designed to enable the Holder to demonstrate the minimum legal requirements under federal and state securities laws to purchase the Debentures. The Signature Page for the Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by each subscriber. If you are a foreign person or foreign entity, you may be subject to a withholding tax equal to thirty percent (30%) of any dividends paid by the Company. In order to eliminate or reduce such withholding tax you must submit a properly executed I.R.S. Form 4224 (Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) or I.R.S. Form 1001 (Ownership Exemption or Reduced Trade Certificate), claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment of the full subscription amount will must be made by wire transfer by Dutchess Private Equities Fund, II, LP (the "Holder") on or prior to the closing per the wire instructions that will be established. In the event of a termination of the offering or the rejection of a subscription, subscription funds will be returned by the Company without interest or charges. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SUBSCRIPTION AGREEMENT ----------------------- To: Securac Corp. -------------- Union Dental Holdings, Inc. This Subscription Agreement is made between Securac Corp.Union Dental Holdings, Inc., a Nevada --------------- Florida corporation, (the "Company"), and the undersigned prospective Holder ("Holder") who is subscribing hereby for the Company's convertible debentures (the "Debentures") on September 30August 17, 2005. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement, together with any Exhibits thereto, relating to an offering (the "Offering") of Five Six Hundred Thousand dollars ($500,000600,000) of Debentures. The Offering is limited to accredited Investors and is made in accordance with the exemptions from registration provided for under Section 4(2) of the 1933 Act and Rule 506 of Regulation D promulgated under the 1933 Act ("Regulation D").

Subscription Procedures. Convertible Debentures of Securac Corp.(the FTS Apparel, Inc. (the "Company") are being offered ------------- (the "Debentures"). This offering is being made in accordance with the exemptions from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act") and Rule 506 of Regulation D promulgated under the 1933 Act. In order to purchase Debentures, each subscriber must complete and execute a questionnaire (the "Questionnaire") and a subscription agreement (the "Subscription Agreement"). In addition, the subscriber must make a payment pursuant to the Funds Authorization Distribution Agreement, an escrow fund for the amount being purchased or directly by the Holderpurchased. All subscriptions are subject to acceptance by the Company, which shall not occur until the Company has returned the signed Company Signature Page. The Questionnaire is designed to enable the Holder Purchaser to demonstrate the minimum legal requirements under federal and state securities laws to purchase the Debentures. The Signature Page for the Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by each subscriber. If you are a foreign person or foreign entity, you may be subject to a withholding tax equal to thirty percent (30%) % of any dividends paid by the Company. In order to eliminate or reduce such withholding tax you must submit a properly executed I.R.S. Form 4224 (Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) or I.R.S. Form 1001 (Ownership Exemption or Reduced Trade Certificate), claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment of the full subscription amount will must be made by wire transfer by Dutchess Private Equities Fundto Jxxxxx X. XxXxxxx, II, LP Esq. (the "HolderEscrow Agent") on or prior to the closing per the wire instructions that will be established. In the event of a termination of the offering or the rejection of a subscription, subscription funds will be returned by the Company Escrow Agent without interest or charges. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SUBSCRIPTION AGREEMENT ----------------------- To: Securac Corp. -------------- FTS APPAREL, INC. ----------------- This Subscription Agreement is made between Securac Corp.FTS APPAREL, INC., a Nevada --------------- Colorado corporation, (the "Company"), and the undersigned prospective Holder purchaser ("HolderPurchaser") who is subscribing hereby for the Company's convertible debentures (the "Debentures") on September 30, 2005). This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement, together with any Exhibits thereto, relating to an offering (the "Offering") of Five Hundred Thousand dollars (up to $500,000) 400,000 of Debentures. The Offering is limited to accredited Investors investors and is made in accordance with the exemptions from registration provided for under Section 4(2) of the 1933 Act and Rule 506 of Regulation D promulgated under the 1933 Act ("Regulation D").

Subscription Procedures. Convertible Debentures (the “Debentures”) of Securac Corp.(the "Marmion Industries Corp., a Nevada corporation (the “Company"”) are being offered ------------- pursuant to this Subscription Agreement (the "Debentures"this “Subscription Agreement”). This offering is being made in accordance with the exemptions from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the "1933 “Securities Act"”) and Rule 506 of Regulation D promulgated under the 1933 Securities Act. In order to purchase Debentures, each subscriber Subscriber must complete and execute a this Subscription Agreement and the accompanying investor questionnaire (the "“Questionnaire") and a subscription agreement (the "Subscription Agreement"”). In addition, the subscriber Holder, as defined herein, must make a payment pursuant to the Funds Authorization Distribution Agreement, for the amount being purchased or subscribed for hereunder directly by to the HolderCompany. All subscriptions are subject to acceptance by the Company, which shall not occur until the Company has returned the signed “Company Signature Page”. The Questionnaire is designed to enable the Holder to demonstrate the minimum legal requirements under federal and state securities laws to purchase the Debentures. The Signature Page for the Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by each subscriber. If you are the Holder is a foreign person or foreign entity, you the Holder may be subject to a withholding tax equal to thirty percent (30%) of any dividends paid by the Company. In order to eliminate or reduce such withholding tax you tax, the Holder must submit a properly executed I.R.S. Form 4224 (“Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) ” or I.R.S. Form 1001 (“Ownership Exemption or Reduced Trade Certificate)”, claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment of the full subscription amount will be made by wire transfer by Dutchess Private Equities Fund, II, LP LTD (the "“Holder"”) on or prior to the closing per the wire instructions that will be established. In the event of a termination of the offering or the rejection of a subscription, subscription funds will be returned by the Company without interest or charges. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SUBSCRIPTION AGREEMENT ----------------------- To: Securac Corp. -------------- This Subscription Agreement is made between Securac Corp., a Nevada --------------- corporation, (the "Company"), and the undersigned prospective Holder ("Holder") who is subscribing hereby for the Company's convertible debentures (the "Debentures") on September 30, 2005. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement, together with any Exhibits thereto, relating to an offering (the "Offering") of Five Hundred Thousand dollars ($500,000) of Debentures. The Offering is limited to accredited Investors and is made in accordance with the exemptions from registration provided for under Section 4(2) of the 1933 Act and Rule 506 of Regulation D promulgated under the 1933 Act ("Regulation D").