Exhibit 6.7
SUBSCRIPTION AGREEMENT
XXXXXXXXXXXX.XXX, INC.
Suite 1000 - 000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
I. SUBSCRIPTION
The undersigned (the "Subscriber") hereby irrevocably subscribes for that
number of Shares set forth below, upon and subject to the terms and conditions
set forth on Schedule I attached hereto and the provisions of the Offering
Memorandum described in Schedule I, both of which the Subscriber acknowledges
that the Subscriber has carefully read. The Subscriber has also completed the
Investor Questionnaire attached hereto as Schedule II.
Total Number of Shares to be Acquired: ---------------------------
Amount to be Paid (price of $0.50 per Share; minimum of $1,000): ---------------
IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement this ----- of ---------------------------,1999.
-----------------------------
Signature Subscriber's Social Security or Tax
Print Name: ---------------------- Identification Number ----------------
Print Title:---------------------- Signature of Co-owners
Address: ------------------------- if applicable: -----------------------
Number and Street
-------------------------
City, State, Zip
Name as it should appear on the Note: ----------------------------
If Joint Ownership, check one (all parties must sign above):
[ ] Joint Tenants with [ ] Tenants in Common [ ] Community Property
Right of Survivorship
If Fiduciary or Business Organization, check one:
[ ] Trust [ ] Estate [ ] Power of Attorney
[ ] Name and Type of Business Organization: -----------------------------------
ACCEPTANCE OF SUBSCRIPTION
The foregoing Subscription is hereby accepted for and on behalf of
XXXXXXXXXXXX.XXX, INC. this ---- day of ----------------------, 1999.
XXXXXXXXXXXX.XXX, INC.
By ------------------------------------
Xxxxxx X. Xxxxxx, President
XXXXXXXXXXXX.XXX, INC.
Subscription Package
Page 1 - March 22, 1999
XXXXXXXXXXXX.XXX, INC.
Suite 1000 - 000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Schedule I to Subscription Agreement
1. General. The Subscriber understands that XXXXXXXXXXXX.XXX, INC., a
Nevada corporation (the "Company"), is offering for sale up to $150,000 in the
Company's common stock (the "Shares"). The Subscriber also understands that the
President of the Company may, in his sole discretion, increase the amount of
Shares offered. This offering is made pursuant to a Offering Memorandum dated
March 22, 1999 (the "Offering Memorandum"), all as more particularly described
and set forth in the Offering Memorandum. The Subscriber further understands
that the offering is being made without registration of the Shares under the
Securities Act of 1933, as amended (the "Securities Act") of the securities laws
of any state of the United States, and is being made in reliance upon the
exemption from registration provided by Rule 504 of Regulation D under the
Securities Act. The Subscriber has been advised that the Shares will be issued
by the Company in connection with a transaction that is exempt from registration
under Section 3(b) of the Securities Act and that it does not involve any public
offering within the meaning of Section 4(2) of the Securities Act or Section
25102(f) of the Uniform Securities Act of Nevada, or under the respective rules
and regulations of the Securities Exchange Commission and the Nevada
Commissioner of Corporations. Further, the Subscriber understands that the
Offering is being made only to investors who meet certain suitability
requirements under the Securities Act and applicable state securities laws. The
Subscriber acknowledges that the Shares will be subject to restrictions on
transfer as set forth in this Agreement.
2. Acceptance of Subscription and Issuance of Shares. It is understood and
agreed that the Company shall have the sole right, at its complete discretion,
to accept or reject this subscription, in whole or in part, for any reason and
that the same shall be deemed to be accepted by the Company only when it is
signed by a duly authorized officer of the Company and delivered to the
Subscriber as provided in Section 3 hereof. Subscriptions need not be accepted
in the order received, and the Shares may be allocated among subscribers.
Notwithstanding anything in this Agreement to the contrary, the Company shall
have no obligation to issue any of the Shares to any person who is a resident of
a jurisdiction in which the issuance of Shares to him would constitute a
violation of federal or state securities or "blue sky" or other similar laws
(collectively referred to as the "Securities Laws").
3. Closing. Closing of the purchase and sale of the Shares (the "Closing")
shall take place at the offices of the Company or at such other place as the
Company shall designate by notice to the Subscriber on the earlier of April 7,
1999 or such date as the Company shall specify by written notice to subscribers,
unless the Company extends the offering period, in which case Closing may occur
on such other date as the Manager may determine in its sole discretion. The
Company may provide for one or more Closings of sales of Shares pursuant to
subscriptions received, while continuing to offer the Shares that constitute the
unsold portion of the Offering.
4. Payment for Shares. Payment for the Shares shall be received by the
Company from the Subscriber by certified or cashier's check, wire transfer of
immediately available funds or in such manner as may be approved by the Company
at or prior to the Closing, in an amount as set forth in this Agreement. The
Company shall deliver the Shares to the Subscriber at the Closing or promptly
thereafter as specified in the offering materials.
5. Representations and Warranties of the Company. As of the date of
acceptance of the subscription for the Shares, the Company represents and
warrants that:
(a) The Company is a corporation duly formed and duly authorized to
transact business in the State of Nevada, with full power and
authority to conduct its business as it is currently being
conducted and to own its assets; and has secured any other
authorizations, approvals, permits and orders required by law for
the conduct by the Company of its business as it is currently
being conducted. Prior to the date hereof, the Company has
conducted its business activity as described in the offering
materials, including the Offering Memorandum and the Business
Plan attached thereto.
XXXXXXXXXXXX.XXX, INC.
Subscription Package
Page 2 - March 22, 1999
(b) The Company has duly authorized the issuance and sale of the
Shares upon the terms of their offer by all requisite corporate
action. The Company has reserved for issuance such number of
shares of Common Stock as are contemplated for issuance in
connection with the Offering as described in the Offering
Memorandum.
(c) The Shares will represent validly authorized, duly issued and
fully paid and non-assessable shares of Common Stock of the
Company.
6. Representations, Warranties and Covenants of the Subscriber. The
Subscriber hereby represents and warrants to and covenants with the Company and
each officer, director, and agent of the Company that:
(a) General:
(i) The Subscriber has all requisite authority to enter into
this Agreement and to perform all the obligations required
to be performed by the Subscriber hereunder.
(ii) The Subscriber is purchasing the Shares for investment
purposes and for the Subscriber's own account and not for
the account or benefit of, or for resale to, any other
person.
(iii)The Subscriber is a resident of the state set forth on the
signature page hereto and is not acquiring the Shares as an
agent or otherwise for any other person.
(b) Information Concerning the Company:
(i) The Subscriber has received a copy of the Offering
Memorandum and each of the Exhibits thereto. The Subscriber
has not been furnished any offering literature other than
the Offering Memorandum and Exhibits thereto and has relied
only on the information contained therein.
(ii) The Subscriber is aware that the Company has a limited
operating history, as described in the Offering Memorandum,
and is familiar with the business and financial condition,
properties, operations and prospects of the Company, all as
generally described in the Offering Memorandum and the
Business Plan attached thereto. The Subscriber has been
given the opportunity to obtain any information necessary to
verify the accuracy of the information set forth in the
Offering Memorandum or the Business Plan and has been
furnished all such information so requested.
(iii)The Subscriber understands that all the Subscriber's
representations and warranties contained in this Agreement
will be deemed to have been reaffirmed and confirmed as of
the date of this Agreement, taking into account all
information received by the Subscriber.
(iv) The Subscriber understands that the purchase of the Shares
involves a high degree of risk, and is subject to a variety
of risk factors, including, without limitation, those
described under "Risk Factors" in the Offering Memorandum.
(v) The Subscriber understands that no federal or state agency
has passed upon the Shares or made any finding or
determination concerning the fairness or advisability of
this investment.
XXXXXXXXXXXX.XXX, INC.
Subscription Package
Page 3 - March 22, 1999
(vi) The Subscriber understands that estimates and projections
like those contained in the Offering Memorandum or the
Business Plan, by their nature, involve significant elements
of subjective judgment, estimates, assumptions and analysis
that may or may not be correct; that there can be no
assurance that such projections or goals will be attained;
and that the projections and estimates contained in the
Offering Memorandum or the Business Plan should not be
relied upon as a promise or representation of the future
performance of the Company.
(c) Status of Subscriber:
(i) The Subscriber has such knowledge, skill and experience in
business, financial and investment matters so that he is
capable of evaluating the merits and risks of an investment
in the Shares. To the extent necessary, the Subscriber has
retained, at his own expense, and relied upon, appropriate
professional advice regarding the investment, tax and legal
merits and consequences of this Agreement and owning Shares.
(ii) The amount of the Subscriber's investment in the Shares does
not exceed ten percent (10%) of the Subscriber's net worth.
The Subscriber agrees to furnish any additional information
requested to assure compliance with applicable federal and
state securities laws in connection with the purchase and
sale of the Shares.
(d) Restrictions on Transfer or Sale of Shares:
(i) The Subscriber is acquiring the Shares solely for his own
beneficial account, for investment purposes, and not with a
view to, or for resale in connection with, any distribution
of the Shares. The Subscriber understands that the Shares
have not been registered under the Securities Laws by reason
of specific exemptions under the provisions thereof which
depend in part upon the investment intent of the Subscriber
and of the other representations made by the Subscriber in
this Agreement. The Subscriber understands that the Company
is relying upon the representations and agreements contained
in this Agreement (and any supplemental information,
including the Questionnaire contained in Schedule II) for
the purpose of determining whether this transaction meets
the requirements for such exemptions.
(ii) The Subscriber understands that there is no public market
for the Shares at the present time and such a public market
may never develop.
(iii)The Subscriber agrees: (A) that he will not sell, assign,
pledge, give, transfer or otherwise dispose of the Shares or
any interest therein, or make any offer or attempt to do any
of the foregoing, except pursuant to a registration of the
Shares under the Securities Act and all applicable
Securities Laws or in a transaction which is exempt from the
registration provisions of the Securities Act and all
applicable Securities Laws; (B) that the certificate(s) for
the Shares will bear a legend making reference to the
foregoing restrictions; and (C) that the Company and any
transfer agent for the Shares shall not be required to give
effect to any purported transfer of such Shares except upon
compliance with the foregoing restrictions.
XXXXXXXXXXXX.XXX, INC.
Subscription Package
Page 4 - March 22, 1999
(iv) The Subscriber has not offered or sold any portion of his
Shares and has no present intention of dividing his Shares
with others or of reselling or otherwise disposing of any
portion of his Shares either currently or after the passage
of a fixed or determinable period of time or upon the
occurrence or nonoccurrence of any predetermined event or
circumstance.
(v) The Subscriber acknowledges that neither the Company nor any
other person offered to sell the Shares to it by means of
any form of general solicitation or advertising.
(vi) The Subscriber acknowledges that the Company has the right
in its sole and absolute discretion to abandon this Offering
at any time prior to the completion of the offering and to
return the previously paid subscription price of the Shares
without interest thereon, to any or all of the respective
subscribers.
7. Conditions to Obligations of the Subscriber and the Company. The
obligations of the Subscriber to purchase and pay for the number of Shares
specified herein and of the Company to sell the Shares are subject to the
satisfaction of the following conditions precedent: the representations and
warranties of the Company contained in Section 5 hereof and of the Subscriber
contained in Section 6 hereof shall be true and correct on and as of the date of
Closing in all respects with the same effect as though such representations and
warranties had been made on and as of the Closing.
8. Obligations Irrevocable. The obligations of the Subscriber hereunder
shall be irrevocable, except with the consent of the Company.
9. Legend. Each certificate for Shares sold pursuant to this Agreement will
be imprinted with a legend in substantially the following form:
"THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED OR OFFERED FOR SALE OR
TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND OTHER
APPLICABLE SECURITIES LAWS WITH RESPECT TO SUCH SECURITIES IS THEN IN EFFECT, OR
IN THE OPINION OF COUNSEL, SUCH REGISTRATION UNDER THE SECURITIES ACT AND OTHER
APPLICABLE SECURITIES LAWS IS NOT REQUIRED."
10. Brokers. The Subscriber has not entered into any agreement to pay any
broker's or finder's fee to any person with respect to this Agreement or the
transactions contemplated hereby.
11. Waiver, Amendment. Neither this Agreement nor any provisions hereof
shall be modified, changed, discharged or terminated except by an instrument in
writing, signed by the party against whom any waiver, change, discharge or
termination is sought.
12. Assignability. Neither this Agreement nor any right, remedy, obligation
or liability arising hereunder or by reason hereof shall be assignable by either
the Company or the Subscriber without the prior written consent of the other
party.
13. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Nevada.
14. Section and Other Headings. The section and other headings contained in
this Agreement are for reference purposes only and shall not affect the meaning
or interpretation of this Agreement.
XXXXXXXXXXXX.XXX, INC.
Subscription Package
Page 5 - March 22, 1999
15. Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed to be
an original and all of which together shall be deemed to be one and the same
agreement.
16. Notices. All notices and other communications provided for herein shall
be in writing and shall be deemed to have been duly given if delivered
personally or sent by registered or certified mail, return receipt requested,
postage prepaid or by facsimile or other electronic means indicating the date of
receipt and the signatures of the parties:
XXXXXXXXXXXX.XXX, INC.
Subscription Package
Page 6 - March 22, 1999
(a) If to the Company, at the following address:
XXXXXXXXXXXX.XXX, INC.
Suite 1000 - 000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx
X0X 0X0
Attention: Xxxxxx X. Xxxxxx
(b) If to the Subscriber, at the address set forth on the signature
page hereto; or at such other address as either party shall have
specified by notice in writing to the other.
17. Binding Effect. The provisions of this Agreement shall be binding upon
and accrue to the benefit of the parties hereto and their respective heirs,
legal representatives, successors and permitted assigns.
18. Survival. All representations, warranties and covenants contained in
this Agreement shall survive (i) the acceptance of the subscription by the
Company, (ii) changes in the transactions, documents and instruments described
in the Offering Memorandum which are not material or which are to the benefit of
the Subscriber, and (iii) the death or disability of the Subscriber.
19. Notification of Changes. The Subscriber hereby covenants and agrees to
notify the Company upon the occurrence of any event prior to the closing of the
purchase of the Shares pursuant to this Agreement which would cause any
representation, warranty, or covenant of the Subscriber contained in this
Agreement to be false or incorrect.
IN WITNESS WHEREOF, the undersigned Subscriber has duly signed and
delivered this Schedule 1 and Schedule II to the Subscription Agreement as of
the following date.
Subscriber(s)
Date: ------------------ By: ------------------------------------
Address: ---------------------------
---------------------------
By: ----------------------------------
Address: ---------------------------
---------------------------
Witnessed: ----------------------- Date: -------------
XXXXXXXXXXXX.XXX, INC.
Subscription Package
Page 7 - March 22, 1999
XXXXXXXXXXXX.XXX, INC.
Suite 1000 - 000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxx Xxxxxxxx X0X 0X0
Schedule II to Subscription Agreement
Representations, Warranties and Covenants by Subscriber Related to Exemption
from Prospectus and Registration Requirements
The Subscriber represents, warrants, covenants and acknowledges to
Xxxxxxxxxxxx.xxx, Inc. (the "Corporation") and its agents including its
officers, directors and promoters (collectively, the "Agent"), and acknowledge
that the Corporation, its Agent and their respective counsel, are relying
thereon that:
1. To the undersigned's satisfaction, (i) the undersigned has either had
access to or has been furnished with all the information regarding the
Corporation and the terms of this investment transaction to the
undersigned's satisfaction; (ii) the undersigned has discussed the entire
investment transaction and the information described in clause (i) above
with representatives of the Corporation; (iii) the undersigned has been
provided the opportunity to ask questions concerning this investment
transaction and the terms and conditions thereof and all such questions
have been answered to the undersigned's satisfaction; (iv) the undersigned
has obtained all additional information which the undersigned deems
necessary to verify the accuracy of the information previously disclosed or
provided to the undersigned; and (v) the undersigned has had ready access
to and opportunity to review any and all documents which the undersigned
deems relevant to this transaction, and no information, oral or written,
that the undersigned has requested has been withheld by the Corporation.
2. The address of the residence of the undersigned (if an individual) or the
undersigned's place of business (if an entity) is set forth herein.
3. The Securities are being purchased under an exemption from the prospectus
and registration requirements of the Securities Act or Securities Act Rules
(British Columbia) (respectively, the "B.C. Act" and the "Rules") set out
in:
(a) Section 128(a) of the Rules, that the Placee is purchasing the
securities as principal (for his or her own account and not on behalf
of any other person);
(b) the undersigned is purchasing shares as principal and no other person,
corporation, firm or other organization will have a beneficial
interest in the shares and that:
(i) a sophisticated purchaser, as that term is defined in the B.C.
Act; OR
(ii) a spouse, parent, brother, sister or child of a senior officer or
director of affiliate of the company; OR
(iii)a company, all the voting securities of which are beneficially
owned by one or more of a senior officer or director of the
company, or of an affiliate of the company, or a spouse, parent,
brother, sister or child of a senior officer or director of the
company, or of an affiliate of the company;
(c) the undersigned completes, executes and delivers to the company a Form
20A (IP) or Form 20A (NIP), whichever is applicable in the forms
attached hereto;
(d) the shares were not to the undersigned's knowledge, advertised in
media print, of general and regular paid circulation, radio or
television; and
XXXXXXXXXXXX.XXX, INC.
Subscription Package
Page 8 - March 22, 1999
(e) the undersigned has been provided with and has read and understood the
offering memorandum of the company dated _________________1999 in
connection with the sale of the shares.
(f) no prospectus has been filed by the company with the British Columbia
Securities Commission in connection with the issuance of the shares;
(g) the issuance and sale of the shares are exempt from the prospectus
requirements of the B.C. Act or the Rules:
(h) the undersigned is restricted from using most of the civil remedies
available under the B.C. Act and the Rules;
(i) the undersigned may not receive information that would otherwise be
required to be provided to it under the B.C. Act and the Rules; and
(j) the company is relieved from certain obligations that would otherwise
apply under the B.C. Act and the Rules.
2. The Securities are being purchased under the "private issuer" exemption
ss.46(j) of the B.C. Act:
(a) The undersigned acknowledges that he/she is acquainted with, and is a
personal friend, relative or business associate of Xxxxxx X. Xxxxxx or
Xxxxx X. Xxxxxx (circle one), a director of the company, and that the
company is a non-reporting company.
3. The Subscriber further represents, warrants and covenants to the
Corporation and the Agent (and acknowledges that the Corporation and its
agents (collectively, the "Agent"), and their respective counsel, are
relying thereon) that:
(a) it has been independently advised as to the restrictions applicable to
trading in the Common Shares being subscriber for under the
Subscription Agreement imposed by applicable securities legislation in
the jurisdiction in which it resides, confirms that no representation
has been made to it by or on behalf of the Corporation or the Agent
with respect thereto, acknowledges that it is aware of the
characteristics of the Common Shares, the risks relating to an
investment therein and of the fact that it may not be able to resell
the Common Shares except in accordance with limited exemptions under
applicable securities legislation and regulatory policy, until expiry
of all applicable hold periods and compliance with the other
requirements of applicable law and that the Corporation is not a
reporting issuer in any jurisdiction and thus the applicable "hold
period" will not commence to run until the Corporation becomes a
reporting issuer in the applicable province; and
(b) if it is purchasing the Common Shares as principal for its own
account, it is purchasing such Common Shares not for the benefit of
any other person, and not with a view to the resale or distribution of
all or any of the Common Shares, it is resident in the jurisdiction
set out as the "Subscriber's Address" herein and it fully complies
with the criteria set forth below in this paragraph 3(b):
(c) it is aware that the Common Shares have not been and will not be
registered under the United States Securities Act of 1933 (the "U.S.
Securities Act") and that these securities may not be offered or sold
in the United States without registration under the U.S. Securities
Act or compliance with requirements of an exemption from registration;
and
(d) it is not acquiring the Common Shares for the account or benefit of a
person in the United States; and
(e) the Common Shares have not been offered to the undersigned in the
United States, and the individuals making the order to purchase the
Common Shares and executing and delivering this Subscription
XXXXXXXXXXXX.XXX, INC.
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Page 9 - March 22, 1999
Agreement on behalf of the undersigned were not in the United States
when the order was placed and this Subscription Agreement was executed
and delivered; and
(f) it undertakes and agrees that it will not offer or sell the Common
Shares in the United States unless such securities are registered
under the U.S. Securities Act and the securities laws of all
applicable states of the United States or an exemption from such
registration requirements is available, and further that it will not
resell the Common Shares, except in accordance with the provisions of
applicable securities legislation, regulations, rules, policies and
orders and stock exchange rules; and
(g) it is an individual, it is of the full age of majority and is legally
competent to execute this Subscription Agreement and take all action
pursuant hereto; and
(h) the Subscription Agreement has been duly and validly authorized,
executed and delivered by and constitutes a legal, valid, binding and
enforceable obligation of the Subscriber; and
(i) it has such knowledge of financial and business affairs as to be
capable of evaluating the merits and risks of its investment and it,
or, where it is not purchasing as principal, each beneficial
purchaser, is able to bear the economic risk of loss of its
investment; and
(j) it understands that the sale and delivery of the Common Shares is
conditional upon such sale being exempt from the requirements as to
the filing of a prospectus or upon the issuance of such orders,
consents or approvals as may be required to permit such sale without
the requirement of filing a prospectus; and
(k) the undersigned will execute, deliver, file and otherwise assist the
Corporation in filing, such reports, undertakings and other documents
as may be required by applicable securities legislation, regulations,
rules, policies or orders or by any securities commission or other
regulatory authority, with respect to the distribution of the Common
Shares; and
(l) it is capable of assessing the proposed investment as a result of the
Subscriber's financial experience or as a result of advice received
from a registered dealer other than the Corporation or any affiliate
thereof
IN WITNESS WHEREOF, the undersigned has executed this Schedule as of
______________ , 1999.
SUBSCRIBER:
------------------------------------
(Signature)
------------------------------------
(Print Name)
------------------------------------
(Address)
------------------------------------
(City/State/Zip Code)
------------------------------------
(Area Code/Telephone Number)
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Form 20A (IP)
Securities Act
Acknowledgment of Individual Purchaser
1. I have agreed to purchase from Xxxxxxxxxxxx.xxx, Inc. ( the "Issuer")
_____________ common shares of the Issuer at a price of $_______ per share.
2. I am purchasing the securities as a principal and, on closing of the
agreement of purchase and sale, I will be the beneficial owner of the
securities.
3. I have / have not received an offering memorandum describing the Issuer and
the securities.
4. I acknowledge that:
(a) no securities commission or similar regulatory authority has reviewed or
passed on the merits of the securities, AND
(b) there is no government or other insurance covering the securities AND
(c) I may loose all of my investment AND
(d) There are restrictions on my ability to resell the securities and it is my
responsibility to find out what those restrictions are and to comply with
them before selling the securities, AND
(e) I will not receive a prospectus that the Securities Act (the "Act") would
otherwise require be given to me because the Issuer has advised me that it
is relying on a prospectus exemption, AND
(f) Because I am not purchasing the Securities under a prospectus, I will not
have the civil remedies that would otherwise be available to me, AND
(g) The Issuer has advised me that it is using an exemption from the
requirement to sell through a dealer registered under the Act, except
purchases referred to in paragraph 5(g), and as a result I do not have the
benefit of any protection that might be available to me by having a dealer
act on my behalf.
5. I also acknowledge that: (CIRCLE ONE OF THE APPLICABLE STATEMENTS BELOW)
(a) I am purchasing securities that have an aggregate acquisition of $97,000 or
more, OR
(b) My net worth, or net worth jointly with my spouse at the date of the
agreement of purchase and sale of the security, is not less that $400,000
OR
(c) My annual net income before tax is not less than $75,000, or my annual net
income before tax jointly with my spouse is not less than $125,000 in each
of the two most recent calendar years, and I reasonably expect to have
annual net income before tax of not less than $75,000 or annual net income
before tax jointly with my spouse of not less than $125,000 in the current
calendar year, OR
(d) I am registered under the Act, OR
(e) I am a spouse, parent, brother, sister or child of a senior officer or
director of the Issuer, or of an affiliate of the Issuer, OR
(f) I am a close personal friend of a senior officer or director of the Issuer,
or of an affiliate of the Issuer, OR
(g) I am purchasing securities under section 128(c)( $25,000 - registrant
required ) of the Rules and I have spoken to a person
_______________________________( the "Registered Person") who has advised
me that the Registered Person is registered to trade or advise in the
securities and that the purchase of the securities is a suitable investment
for me.
6. If I am an individual referred to in paragraph 5(b), 5(c), or 5 (d), I
acknowledge that, on the basis of the information about the securities
furnished by the Issuer, I am able to evaluate the risks and
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Page 11 - March 22, 1999
merits of the securities because: (circle one )
(a) of my financial, business or investment experience, OR
(b) I have received advice from a person ____________________________________ (
the "Advisor" who has advised me that the Advisor is
(1) registered to advise, or exempted from the requirement to be
registered to advise in respect of the securities, AND
(2) not an insider of, or in a special relationship with the Issuer
The statements in this report are true.
DATED -------------------------------------
-------------------------------------------
Signature of Purchaser
-------------------------------------------
Name of Purchaser (Please Print)
-------------------------------------------
Street Address
-------------------------------------------
City, State, Province
-------------------------------------------
Zip Code
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