Exhibit
      10.23

     

    SUBSCRIPTION
      AGREEMENT

     

    This
      Subscription Agreement (this “Agreement”)
      is
      dated as of August ___, 2007, by and among DRTATTOFF, LLC., a California
      limited liability company (the “Company”),
      and
      the purchaser identified on the signature page hereto (each, a “Purchaser”
      ).

     

    WHEREAS,
      subject to the terms and conditions set forth in this Agreement and pursuant
      to
      Section 4(2) of the Securities Act of 1933, as amended (the “Securities
      Act”),
      and
      Rule 506 promulgated thereunder, the Company desires to issue and sell to each
      Purchaser, and each Purchaser, severally and not jointly, desires to purchase
      from the Company, securities of the Company as more fully described in this
      Agreement.

     

    NOW,
      THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement,
      and for other good and valuable consideration the receipt and adequacy of which
      are hereby acknowledged, the Company and each Purchaser agrees as
      follows:

     

    ARTICLE
      I

    DEFINITIONS

     

    1.1 Definitions.
      In
      addition to the terms defined elsewhere in this Agreement, the following terms
      have the meanings indicated in this Section 1.1:

     

    “Affiliate”
means
      any Person that, directly or indirectly through one or more intermediaries,
      controls or is controlled by or is under common control with a Person, as such
      terms are used in and construed under Rule 144 under the Securities Act.
With
      respect to a Purchaser, any investment fund or managed account that is managed
      on a discretionary basis by the same investment manager as such Purchaser will
      be deemed to be an Affiliate of such Purchaser.

     

    “Closing”
means
      the closing of the purchase and sale of the Securities pursuant to Section
      2.1.
      The
      Company may effect more than one Closing.

     

    “Closing
      Date”
means
      the day selected by the Company after all of the Transaction Documents have
      been
      executed and delivered by the Purchaser, and all conditions precedent to the
      parties’ obligations under this Agreement have been satisfied or
      waived.
      The
      Company may have more than one Closing Date.

     

    “Commission”
means
      the U.S. Securities and Exchange Commission.

     

    “including”
means
      including, without limitation.

     

    “Memorandum”
means
      the Company’s Confidential Private Placement Memorandum, dated as of August ___,
      2007with respect to the offering contemplated hereby. 

     

    “Person”
means
      an individual or corporation, partnership, trust, incorporated or unincorporated
      association, joint venture, limited liability company, joint stock company,
      government (or an agency or subdivision thereof) or other entity of any
      kind.

     

    
      
        
        

      

      
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    “Rule
      144”
means
      Rule 144 promulgated by the Commission pursuant to the Securities Act, as such
      Rule may be amended from time to time, or any similar rule or regulation
      hereafter adopted.

     

    “Securities”
means
      the Units and Warrants issuable under
      the
      Transaction Documents.

     

    “Transaction
      Documents”
means
      this Agreement and any other documents or agreements executed in connection
      with
      the transactions contemplated hereunder.

     

    “Units”
means
      the units of membership interests of the Company, and any securities into which
      such units shall hereinafter have been reclassified into.

     

    ARTICLE
      II

    SECURITIES

     

    2.1 Closing.
      On the
      Closing Date, upon the terms and subject to the conditions set forth herein,
      the
      Company agrees to deliver, and each Purchaser agrees to accept the number of
      shares of the Securities set forth opposite the Purchaser’s name on the
      signature page hereto. The Company shall deliver to the Purchaser the
      Purchaser’s respective Units as determined pursuant to the terms set forth in
      the Memorandum and the other items set forth in Section 2.2 at the Closing.
      Upon
      satisfaction of the conditions set forth in Section 2.2, the Closing shall
      occur
      at the offices of the Company, or such other location as the parties shall
      mutually agree. The Company may enter into Transaction Documents (including
      a
      Subscription Agreement) with other purchasers with respect to the Securities
      offered hereby. Each set of Transaction Documents shall be identical in all
      material respects except as to the identities of the respective Purchasers,
      the
      amount of Securities to be purchased and the date of execution and closing.
      The
      Company may have more than one Closing and Closing Date with respect to such
      other Transaction Documents.

     

    2.2 Deliveries.

     

    (a) On
      the
      Closing Date, the Company shall deliver or cause to be delivered to the
      Purchaser the following:

     

    (i) this
      Agreement duly executed by the Company; and

     

    (ii) a
      certificate evidencing a number of Units subscribed for; 

     

    (iii) a
      warrant
      evidencing a number of warrant Units subscribed for;

     

    (b) On
      the
      Closing Date, each Purchaser shall deliver or cause to be delivered the
      following: 

     

    (i) this
      Agreement duly executed by such Purchaser; and

     

    (ii) an
      Accredited
      Investor Questionnaire completed by the Purchaser and
      reasonably satisfactory to counsel for the Company.

     

    
      
        
        

      

      
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    2.3 Closing
      Conditions.

     

    (a) The
      obligations of the Company hereunder in connection with the Closing are subject
      to the following conditions being met:

     

    (i) the
      accuracy in all material respects when made and on the Closing Date (except
      for
      representations and warranties made as of a specific date, which must
      be
      accurate in all material respects as of such date) of the representations and
      warranties of the Purchaser contained herein and in the Accredited Investor
      Questionnaire attached hereto as Exhibit A;

     

    (ii) all
      obligations, covenants and agreements of the Purchaser required to be performed
      at or prior to the Closing Date shall have been performed; and

     

    (iii) the
      delivery by the Purchaser of the items set forth in Section 2.2(b) of this
      Agreement.

     

    (b) The
      respective obligations of the Purchaser hereunder in connection with the Closing
      are subject to the following conditions being met:

     

    (i) all
      obligations, covenants and agreements of the Company required to be performed
      at
      or prior to the Closing Date shall have been performed; and

     

    (ii) the
      delivery by the Company of the items set forth in Section 2.2(a) of this
      Agreement.

     

    ARTICLE
      III

    REPRESENTATIONS
      AND WARRANTIES

     

    3.1 Representations
      and Warranties of the Purchaser.
      Each
      Purchaser hereby, for itself and for no other Purchaser, represents and warrants
      as of the date hereof and as of the Closing Date to the Company as
      follows:

     

    (a) Organization;
      Authority.
      If the
      Purchaser is an entity, such Purchaser is an entity 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 the Transaction
      Documents and otherwise to carry out its obligations thereunder. The execution,
      delivery and performance by such Purchaser of the transactions contemplated
      by
      this Agreement have been duly authorized by all necessary corporate, if
      applicable, or similar action on the part of such Purchaser. Each Transaction
      Document to which it is a party has been duly executed by such Purchaser, and
      when delivered by such Purchaser in accordance with the terms hereof, will
      constitute the valid and
      legally binding obligation of such Purchaser, 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.

     

    
      
        
        

      

      
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    (b) Purchaser
      Representation.
      Such
      Purchaser understands that the Securities are “restricted securities” and have
      not been registered under the Securities Act or any applicable state securities
      law and is acquiring the Securities as principal for the Purchaser’s own account
      for investment and not with a view to,
      or for
      sale in connection with, any distribution of such Securities or any part
      thereof, has no present intention of distributing any of such Securities and
      has
      no arrangement or understanding with any other Persons regarding the
      distribution of such Securities. Such Purchaser is acquiring the Securities
      hereunder in the ordinary course of the Purchaser’s business. Such Purchaser
      does not have any agreement or understanding, directly or indirectly, with
      any
      Person to distribute any of the Securities.

     

    (c) Purchaser
      Status.
      At the
      time such Purchaser was offered the Securities, the Purchaser was, and at the
      date hereof the Purchaser is, an
      “accredited investor” as defined in
      Regulation D under
      the
      Securities Act. 

     

    (d) Experience
      of Such Purchaser.
      Such
      Purchaser, either alone or together with the Purchaser’s representatives, has
      such knowledge, sophistication and experience in business and financial matters
      so as to be capable of evaluating the merits and risks of the prospective
      investment in the Securities,
      and has
      so evaluated the merits and risks of such investment. Such Purchaser is able
      to
      bear the economic risk of an investment in the Securities, has no need for
      liquidity with respect to the Purchaser’s investment and, at the present time,
      is able to afford a complete loss of such investment.

     

    (e) General
      Solicitation.
      Such
      Purchaser is not purchasing the Securities as a result of any advertisement,
      article, notice or other communication regarding the Securities, published
      in
      any newspaper, magazine or similar media or broadcast over television or radio
      or presented at any seminar or any other general solicitation or general
      advertisement.

     

    (f) Purchaser
      Investigation.
      Such
      Purchaser has had the opportunity to request and receive all information deemed
      necessary by the Purchaser to evaluate an investment in the Company. The
      Purchaser confirms that the Company has made available to the Purchaser the
      opportunity to ask questions of, and receive answers from the Company concerning
      the terms and conditions of the Securities and the nature of the business of
      the
      Company, and to obtain additional information or documents which the Company
      possesses or can acquire without unreasonable effort or expense. In formulating
      the decision to acquire the Securities, the Purchaser has relied solely upon
      the
      Purchaser’s own advisors and the Purchaser’s own independent investigation of
      the Company with respect to this Agreement and the nature and effect of any
      investment in the Securities as well as the information contained, or
      incorporated by reference, in the Company’s Memorandum.

     

    (g) Certain
      Fees.
      No
      brokerage or finder’s fees or commissions are or will be payable to any broker,
      financial advisor or consultant, finder, placement agent, investment banker,
      bank or other Person with respect to the transactions contemplated by this
      Agreement based upon arrangements made by the Purchaser or any of the
      Purchaser’s Affiliates. The Company shall have no obligation with respect to any
      fees or with respect to any claims made by or on behalf of any Person for fees
      of a type contemplated in this Section that may be due in connection with the
      transactions contemplated by this Agreement based upon arrangements made by
      any
      Purchaser or any of the Purchaser’s Affiliates.

     

    
      
        
        

      

      
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    ARTICLE
      IV

    OTHER
      AGREEMENTS OF THE PARTIES

     

    4.1 Transfer
      Restrictions.

     

    (a) The
      Securities may only be disposed of in compliance with state and federal
      securities laws. In connection with any transfer of Securities other than
      pursuant to an effective registration statement, the Company may require the
      transferor thereof to provide to the Company an opinion of counsel selected
      by
      the transferor and reasonably acceptable to the Company, the form and substance
      of which opinion shall be reasonably satisfactory to the Company, to the effect
      that such transfer does not require registration of such transferred Securities
      under the Securities Act. As a condition of transfer, any such transferee shall
      agree in writing to be bound by the terms of this Agreement and shall have
      the
      rights of a Purchaser under this Agreement, provided, that the foregoing shall
      not apply to a transfer of Securities pursuant to an effective registration
      statement.

     

    (b) Each
      Purchaser agrees to the imprinting, so long as is required by applicable
      federal and state securities laws,
      of a
      legend on any of the certificate(s) evidencing the Securities in the following
      form:

     

    THESE
      SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION,
      OR THE SECURITIES COMMISSION OF ANY STATE, IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
      SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE COMPANY TO
      SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE
      COMPANY. 

     

    
      
        
        

      

      
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    (c) Each
      Purchaser agrees that the removal of the restrictive legend from the
      certificate(s) evidencing the Securities as set forth in this Section 4.1 is
      predicated upon the Company’s reliance that the Purchaser will sell any
      Securities pursuant to either the registration requirements of the Securities
      Act, including any applicable prospectus delivery requirements, or an exemption
      therefrom.

     

    ARTICLE
      V

    RELEASE

     

    5.1 Release.
      Each
      Purchaser, does hereby release, remise and forever discharge the Company and
      its
      predecessors, successors and assigns, and respective directors, officers,
      employees, agents and representatives thereof (collectively, the “Released
      Parties”) of and from any and all actions, cases of action, suits, claims,
      demands, accountings, covenants, contracts, agreements, debt, liabilities and
      obligations of any nature, fixed or contingent, known or unknown, whether at
      law
      or in equity, which the Purchaser ever had, now has, or which the Purchaser’s
      heirs, executors, administrators, or legal representatives, successors, or
      assigns, as applicable, or any of them, hereinafter can, shall or may have
      against the Released Parties for or by reason of any event, occurrence,
      circumstance or matter of any nature whatsoever which occurred or existed at
      any
      time on or before the date hereof.

     

    5.2 Indemnification.
      Each
      Purchaser shall indemnify and hold the Released Parties harmless from and
      against all damages, expenses, costs and attorneys’ fees which any of the
      Released Parties may suffer or incur by reason of any breach by such Purchaser
      of any of the provisions hereof.

     

    ARTICLE
      VI

    MISCELLANEOUS

     

    6.1 Fees
      and Expenses.
      Except
      as expressly set forth in the Transaction Documents to the contrary, each party
      shall pay the fees and expenses of its advisers, counsel, accountants and other
      experts, if any, and all other expenses incurred by such party incident to
      the
      negotiation, preparation, execution, delivery and performance of this Agreement.
      The Company shall pay all transfer agent fees, stamp taxes and other taxes
      and
      duties levied in connection with the issuance of any Securities in the name
      of
      the Purchaser.

     

    6.2 Entire
      Agreement.
      The
      Transaction Documents, together with the exhibits and schedules thereto, contain
      the entire understanding of the parties with respect to the subject matter
      hereof and supersede all prior agreements and understandings, oral or written,
      with respect to such matters, which the parties acknowledge have been merged
      into such documents, exhibits and schedules.

     

    6.3 Notices.
      Any and
      all notices or other communications or deliveries required or permitted to
      be
      provided hereunder shall be in writing and shall be deemed given and effective
      on the earliest of (a) the date of transmission, if such notice or communication
      is delivered via facsimile
      at the facsimile number set forth on the signature pages attached hereto prior
      to 5:30 p.m. (Eastern Time) on a business day, (b) the next business day after
      the date of transmission, if such notice or communication is delivered via
      facsimile at the facsimile number set forth on the signature pages attached
      hereto on a day that is not a business day or later than 5:30 p.m. (Eastern
      Time) on any business day, (c) the second business day following the date of
      mailing, if sent by U.S. nationally recognized overnight courier service, or
      (d)
      upon actual receipt by the party to whom such notice is required to be given.
      The address for such notices and communications shall be as set forth on the
      signature pages attached hereto.

     

    
      
        
        

      

      
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    6.4 Amendments;
      Waivers.
      No
      provision of this Agreement may be waived or amended except in a written
      instrument signed, in the case of an amendment, by the Company and each
      Purchaser or, in the case of a waiver, by the party against whom enforcement
      of
      any such waiver is sought. No waiver of any default with respect to any
      provision, condition or requirement of this Agreement shall be deemed to be
      a
      continuing waiver in the future or a waiver of any subsequent default or a
      waiver of any other provision, condition or requirement hereof, nor shall any
      delay or omission of either party to exercise any right hereunder in any manner
      impair the exercise of any such right.

     

    6.5 Construction.
      The
      headings herein are for convenience only, do not constitute a part of this
      Agreement and shall not be deemed to limit or affect any of the provisions
      hereof. The language used in this Agreement will be deemed to be the language
      chosen by the parties to express their mutual intent, and no rules of strict
      construction will be applied against any party.

     

    6.6 Successors
      and Assigns.
      This
      Agreement is intended for the benefit of and shall be binding upon and inure
      to
      the benefit of the parties and their heirs, executors, administrators, legal
      representatives, successors or permitted assigns, as applicable. The Company
      may
      not assign this Agreement or any rights or obligations hereunder without the
      prior written consent of each Purchaser. Any Purchaser may assign any or all
      of
      the Purchaser’s rights under this Agreement to any Person to whom such Purchaser
      assigns or transfers any Securities, provided such transferee agrees in writing
      to be bound, with respect to the transferred Securities, by the provisions
      hereof that apply to the “Purchaser.”

     

    6.7 Governing
      Law.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of the Transaction Documents shall be governed by and construed and enforced
      in
      accordance with the internal laws of the State of
      California, without regard to the principles of conflicts of law thereof. Each
      party agrees that all legal proceedings concerning the interpretations,
      enforcement and defense of the transactions contemplated by this Agreement
      and
      any other Transaction Documents (whether brought against a party hereto or
      its
      respective affiliates, directors, officers, shareholders, employees or agents)
      shall be commenced exclusively in the state and federal courts sitting in the
      State of California.
      Each party hereby irrevocably submits to the exclusive jurisdiction of the
      state
      and federal courts sitting in the County
      of
Los
      Angeles, State
      of
      California for the adjudication of any dispute hereunder or in connection
      herewith or with any transaction contemplated hereby or discussed herein
      (including with respect to the enforcement of any of the Transaction Documents),
      and hereby irrevocably waives, and agrees not to assert in any suit, action
      or
      proceeding, any claim that it is not personally subject to the jurisdiction
      of
      any such court, that such suit, action or proceeding is improper or inconvenient
      venue for such proceeding. Each party hereby irrevocably waives personal service
      of process and consents to process being served in any such suit, action or
      proceeding by mailing a copy thereof via registered or certified mail or
      overnight delivery (with evidence of delivery) to such party at the address
      in
      effect for notices to it under this Agreement and agrees that such service
      shall
      constitute good and sufficient service of process and notice thereof. Nothing
      contained herein shall be deemed to limit in any way any right to serve process
      in any manner permitted by law. The parties hereby waive all rights to a trial
      by jury. If either party shall commence an action or proceeding to enforce
      any
      provisions of the Transaction Documents, then the prevailing party in such
      action or proceeding shall be reimbursed by the other party for its attorneys’
fees and other costs and expenses incurred with the investigation, preparation
      and prosecution of such action or proceeding. 

     

    
      
        
        

      

      
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    6.8 Survival.
      The
      covenants, representations and warranties contained herein, including, but
      not
      limited to, those contained in Article V of this Agreement, shall survive the
      Closing and the delivery of the Securities.

     

    6.9 Execution.
      This
      Agreement may be executed in two or more counterparts, all of which when taken
      together shall be considered one and the same agreement and shall become
      effective when counterparts have been signed by each party and delivered to
      the
      other party, it being understood that both parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission, such signature shall create a valid and binding obligation of
      the
      party executing (or on whose behalf such signature is executed) with the same
      force and effect as if such facsimile signature page were an original
      thereof.

     

    6.10 Severability.
      If any
      provision of this Agreement is held to be invalid or unenforceable in any
      respect, the validity and enforceability of the remaining terms and provisions
      of this Agreement shall not in any way be affected or impaired thereby and
      the
      parties will attempt to agree upon a valid and enforceable provision that is
      a
      reasonable substitute therefor, and upon so agreeing, shall incorporate such
      substitute provision in this Agreement.

     

    6.11 Replacement
      of Securities.
      If any
      certificate or instrument evidencing any Securities is mutilated, lost, stolen
      or destroyed, the Company shall issue or cause to be issued in exchange and
      substitution for and upon cancellation thereof, or in lieu of and substitution
      therefor, a new certificate or instrument, but only upon receipt of evidence
      reasonably satisfactory to the Company of such loss, theft or destruction and
      customary and reasonable indemnity, if requested. The applicants for a new
      certificate or instrument under such circumstances shall also pay any reasonable
      third-party costs associated with the issuance of such replacement
      Securities.

     

    6.12 Remedies.
      In
      addition to being entitled to exercise all rights provided herein or granted
      by
      law, including recovery of damages, each Purchaser and the Company will be
      entitled to specific performance under the Transaction Documents. The parties
      agree that monetary damages may not be adequate compensation for any loss
      incurred by reason of any breach of obligations described in the foregoing
      sentence and hereby agree to waive in any action for specific performance of
      any
      such obligation the defense that a remedy at law would be adequate.

     

    
      
        
        

      

      
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    6.13 Independent
      Nature of Purchaser’s Obligations and Rights.
      The
      obligations of each Purchaser under any Transaction Document are several and
      not
      joint with the obligations of any other Purchaser, and no Purchaser shall be
      responsible in any way for the performance of the obligations of any other
      Purchaser under any Transaction Document. Nothing contained herein or in any
      Transaction Document, and no action taken by any Purchaser pursuant thereto,
      shall be deemed to constitute the Purchaser as a partnership, an association,
      a
      joint venture or any other kind of entity, or create a presumption that the
      Purchaser is in any way acting in concert or as a member of a group with respect
      to such obligations or the transactions contemplated by the Transaction
      Documents. Each Purchaser shall be entitled to independently protect and enforce
      the Purchaser’s rights, including without limitation, the rights arising out of
      this Agreement or out of the other Transaction Documents, and it shall not
      be
      necessary for any other Purchaser to be joined as an additional party in any
      proceeding for such purpose. Each Purchaser has been represented by the
      Purchaser’s own separate legal counsel in the Purchaser’s review and negotiation
      of the Transaction Documents. The Company has elected to provide all Purchasers
      with the same terms and the Transaction Documents for the convenience of the
      Company and not because it was required or requested to do so by the
      Purchasers.

     

    [SIGNATURE
      PAGE FOLLOWS]

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the Company has caused this Securities Purchase Agreement
      to be
      duly executed by its authorized signatory as of the date first indicated
      above.

    

      
        	
                DRTATTOFF,
                  LLC 

              	 	
                ADDRESS

                 

                8500
                  Wilshire Blvd

                Beverly
                  Hills CA 90211

              
	
                By:

              	  
	 	 
	 	
                Name:
                  

                Title:
                  

              	 	
                Facsimile
                  No.: (310) 659-4159

              
	 	 	 	
                With
                  a copy to (which shall not constitute notice):

                 

                Bruce
                  Rosetto

                Blank
                  Rome LLP

                1200
                  North Federal Highway, Suite 417

                Boca
                  Raton, FL 33432

              


      

    

     

    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

    [SIGNATURE
      PAGE FOR PURCHASER FOLLOWS]

     

    
      
        
        

      

      
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    PURCHASER
      SIGNATURE PAGES TO THE SUBSCRIPTION AGREEMENT

    


    IN
      WITNESS WHEREOF, the undersigned executed or caused this Subscription Agreement
      to be duly executed by its respective authorized signatories as of the date
      first indicated above.

     

    Number
      of
      Units subscribed for: _______________________

    Number
      of
      Warrant Units subscribed for: _______________________

    Name
      of
      Purchaser: __________________________

    Signature
      of Authorized Signatory of Subscriber:
      __________________________

    Name
      of
      Authorized Signatory: _________________________

    Title
      of
      Authorized Signatory: __________________________

    Email
      Address of Authorized Signatory: ________________________________

    EIN
      Number of Purchaser: ______________________________________

    


    Address
      for Notice of Purchaser:

    


    Facsimile
      No. of Purchaser:

    


    Address
      for Delivery of Securities for Purchaser (if not same as above):

     

    
      
        
        

      

      
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    EXHIBIT
      A

    ACCREDITED
      INVESTOR QUESTIONNAIRE

     

    (a) INDIVIDUAL
      INVESTOR QUESTIONNAIRE

     

    Investor
      Name: ______________________   

    


    The
      information contained in this Questionnaire is being furnished in order to
      determine whether the undersigned Investor's subscription to purchase the Units
      and Warrants described in the Confidential Private Offering Memorandum may
      be
      accepted.

    


    ALL
      INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
      The
      undersigned Investor understands, however, that the Company may present this
      Questionnaire to such parties as it deems appropriate if called upon to
      establish that the proposed offer to purchase the Units and Warrants is exempt
      from registration under the Securities Act of 1933, as amended, or meets the
      requirements of applicable state securities or “blue sky” laws. Further, the
      undersigned Investor understands that the offering may be required to be
      reported to the Securities and Exchange Commission and to various state
      securities and “blue sky” regulators.

    


    Please
      answer all questions. If the answer is “none” or “not applicable,” please so
      state. 

    


    INFORMATION
      REQUIRED OF EACH PROSPECTIVE INVESTOR: 

    


    1.  
Name:
      ___________________________________________________________ 
      Age:
      ___________________

    


    Social
      Security Number: ______________________________________ No.
      of
      Dependents: _______________

    


    Marital
      Status: ______________________________________________________
      Citizenship: ____________

    


    2.    Residence
      Address and Telephone Number:
      _____________________________________________________

    
    

    
      ___________________________________________________________________________

       

      ___________________________________________________________________________

    

    


    3.  
State
      in
      which you:

    


    Are
      licensed to drive?
      ______________________________________________________________________

    


    Are
      registered to vote?
      _____________________________________________________________________

    


    File
      income tax returns?
      _____________________________________________________________________

     

    
      
        
        

      

      
        C-12

        
          

        

      

      
        
        

      

    

    


    4.   Employer
      and Position:
      _____________________________________________________________________

     

          __________________________________________________________________________

     

    5.     Business
      Address and Telephone Number:
      ______________________________________________________

    

        
        ___________________________________________________________________________

        
        

        
        ___________________________________________________________________________

    

    


    6.   Business
      or professional education and the degrees received are as follows:

    


    School Degree  Year
      Received

         

        
        ___________________________________________________________________________

       

        
        ___________________________________________________________________________

       

        
        ___________________________________________________________________________

       

        
        ___________________________________________________________________________

        
        

        
        ___________________________________________________________________________

    

    


    

      
        	
                7.

              	
                (a)
                  

              	
                Individual
                  income during 2005:

              	
                ______

              	
                $50,000
                  - $100,000

              
	 	 	
                (exclusive
                  of spouse's

              	
                ______

              	
                $100,000
                  - $200,000

              
	 	 	
                income)

              	
                ______

              	
                over
                  $200,000

              
	 	 	 	 	 
	 	
                (b)
                  

              	
                Individual
                  income during 2006:

              	
                ______

              	
                $50,000
                  - $100,000

              
	 	 	
                (exclusive
                  of spouse's

              	
                ______

              	
                $100,000
                  - $200,000

              
	 	 	
                income)

              	
                ______

              	
                over
                  $200,000

              
	 	 	 	 	 
	 	
                (c)
                  

              	
                Estimated
                  income during 2007:

              	
                ______

              	
                $50,000
                  - $100,000

              
	 	 	
                (exclusive
                  of spouse's 

              	
                ______

              	
                $100,000
                  - $200,000

              
	 	 	
                income

              	
                ______

              	
                over
                  $200,000

              
	 	 	 	 	 
	 	
                (d)
                  

              	
                Joint
                  income, with spouse,

              	
                ______

              	
                $100,000
                  - $300,000

              
	 	 	
                during
                  2005

              	
                ______

              	
                over
                  $300,000

              
	 	 	 	 	 
	 	
                (e)
                  

              	
                Joint
                  income, with spouse,

              	
                ______

              	
                $100,000
                  - $300,000

              
	 	 	
                during
                  2006

              	
                ______

              	
                over
                  $300,000

              
	 	 	 	 	 
	 	
                (f)
                  

              	
                Estimated
                  joint income,

              	
                ______

              	
                $100,000
                  - $300,000

              
	 	 	
                with
                  spouse, for 2007

              	
                ______

              	
                over
                  $300,000

              
	 	 	 	 	 
	
                8.

              	
                Estimated
                  net worth

              	
                ______

              	
                under
                  $1,000,000

              
	 	
                (may
                  include joint net

              	
                ______

              	
                over
                  $1,000,000

              
	 	
                worth
                  with spouse)

              	 	 


      

    

     

    
      
        
        

      

      
        C-13

        
          

        

      

      
        
        

      

    

     

    
      	9.	
              Are
                you involved in any litigation, which, if an adverse decision occurred,
                would materially affect your financial condition? Yes  
                No
                 
                If
                yes, please provide details:

            


    

         


         
      ___________________________________________________________________________

     

         
      ___________________________________________________________________________

     

         
      ___________________________________________________________________________


    
      	
              10.

            	
              I
                consider myself to be an experienced and sophisticated investor or
                am
                advised by a qualified investment advisor, all as required under
                the
                various securities laws and regulations: Yes ____ No
                ____

            


    

    


    
      	
              11.

            	
              I
                understand the full nature and risk of an investment in the Units
                and
                Warrants, and I can afford the complete loss of my entire investment.
                Yes
                ____ No ____

            


    

    


    
      	
              12.

            	
              I
                am able to bear the economic risk of an investment in the Units and
                Warrants for an indefinite period of time and understand that an
                investment in the Units is illiquid. Yes ____ No ____ 

            


    

    


    
      	
              13.

            	
              I
                further understand that I will be required to agree not to dispose
                of the
                Units or Warrants except in compliance with other conditions contained
                in
                the accompanying Subscription Agreement and Confidential Private
                Offering
                Memorandum. Yes ____ No ____

            


    

    


    
      	14.	
              Have
                you participated in other private placements of securities? Yes ____
                No
                ____

            


    

    


    I
      understand that the Company will be relying on the accuracy and completeness
      of
      my responses to the foregoing questions and I represent and warrant to the
      Company as follows:

     

    The
      answers to the above questions are complete and correct and may be relied upon
      by the Company whether the offering in which I propose to participate is exempt
      from registration under the Act and the securities laws of certain
      states;

    


    I
      will
      notify the Company immediately of any material change in any statement made
      herein occurring prior to the closing of any purchase by me of an interest
      in
      the Company; and 

    


    I
      have
      sufficient knowledge and experience in financial and business matters to
      evaluate the merits and risks of the prospective investment; I am able to bear
      the economic risk of the investment and currently could afford a complete loss
      of such investment. 

    


    [Signature
      Page Follows]

    


    
      
        
        

      

      
        C-14

        
          

        

      

      
        
        

      

    

    


    IN
      WITNESS WHEREOF, I have executed this Investor Questionnaire this __________
      __,
      2007 and declare that it is truthful and correct to the best of my
      knowledge.

    


    
      	 
	
              Signature
                of Prospective Investor

            
	 
	 
	
              Signature
                of Prospective Investor

            


    

     

    
      
        
        

      

      
        C-15

        
          

        

      

      
        
        

      

    

     

    CORPORATION
      INVESTOR QUESTIONNAIRE

     

    Investor
      Name: _______________________________ (the
      “Corporation”) 

    


    The
      information contained in this Questionnaire is being furnished in order to
      determine whether the undersigned Corporation's subscription to purchase the
      Units and Warrants described in the Confidential Private Offering Memorandum
      may
      be accepted.

    


    ALL
      INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
      The
      undersigned Corporation understands, however, that the Company may present
      this
      Questionnaire to such parties as it deems appropriate if called upon to
      establish that the proposed offer to purchase the Units and Warrants is exempt
      from registration under the Securities Act of 1933, as amended, or meets the
      requirements of applicable state securities or “blue sky” laws. Further, the
      undersigned Corporation understands that the offering may be required to be
      reported to the Securities and Exchange Commission and to various state
      securities and “blue sky” regulators.

    


    
      	
              I.

            	
              PLEASE
                CHECK ANY OF STATEMENTS 1-4 BELOW THAT APPLIES TO THE
                CORPORATION.

            


    

    


    ___
      1.
 The
      undersigned Corporation: (a) has total assets in excess of $_________; and
      (b)
      was not formed for the specific purpose to purchase the Units and
      Warrants.

    


    ___
      2.
 Each
      of
      the stockholders of the undersigned Corporation is able to certify that such
      stockholder meets at least one of the following two conditions:

    


    a. the
      stockholder is a natural person whose individual net worth1 or
      joint
      net worth with his or her spouse exceeds $_________; or

    


    b. the
      stockholder is a natural person who had an individual income in excess of
      $_______ in each of 2005 and 2006 and who reasonably expects an individual
      income in excess of $_______ in 2007.

    


    ___
      3.
 Each
      of
      the stockholders of the undersigned Corporation is able to certify that such
      stockholder is a natural person who, together with his or her spouse, has had
      a
      joint income in excess of $_______ in each of 2005 and 2006 and who reasonably
      expects a joint income in excess of $_______ during 2007.

    


    ___
      4.
 The
      undersigned Corporation is:

    


    a. a
      bank as
      defined in Section 3(a)(2) of the Securities Act; or

    


    b. a
      savings
      and loan association or other institution as defined in Section 3(a)(5)(A)
      of
      the Securities Act whether acting in its individual or fiduciary capacity;
      or

     

      
        

      

    

    1 For
      purposes of this Questionnaire, the term “net worth” means the excess of total
      assets over total liabilities. In determining income, an investor should add
      to
      his or her adjusted gross income any amounts attributable to tax-exempt income
      received, losses claimed as a limited Company, deductions claimed for depletion,
      contributions to IRA or Keogh retirement plan, alimony payments, and any amount
      by which income from long-term capital gains has been reduced in arriving at
      adjusted gross income.


     

    
      
        
        

      

      
        C-16

        
          

        

      

      
        
        

      

    

    


    c. a
      broker
      or dealer registered pursuant to Section 15 of the Securities Exchange Act
      of
      1934, as amended; or

    


    d. an
      insurance company as defined in Section 2(13) of the Securities Act;
      or

    


    e. an
      investment company registered under the Investment Company Act of 1940, as
      amended, or a business development company as defined in Section 2(a)(48) of
      the
      Investment Company Act of 1940, as amended; or

    


    f. a
      small
      business investment company licensed by the U.S. Small Business Administration
      under Section 301 (c) or (d) of the Small Business Investment Act of 1958,
      as
      amended; or

    


    g. an
      organization described in Section 501(c)(3) of the Internal Revenue Code of
      1986, as amended, or a Massachusetts or similar business trust or Company not
      formed for the specific purpose to purchase the Units offered hereby, with
      total
      assets in excess of $_________; or

    


    h. a
      private
      business development company as defined in Section 202(a)(22) of the Investment
      Advisers Act of 1940, as amended.

    


    IF
      YOU
      CHECKED STATEMENT 2 OR STATEMENT 3 IN SECTION I AND DID NOT
      CHECK
      STATEMENT 1, YOU MUST PROVIDE A LETTER SIGNED BY AN OFFICER OF THE UNDERSIGNED
      CORPORATION LISTING THE NAME OF EACH STOCKHOLDER AND THE REASON (UNDER STATEMENT
      2 OR STATEMENT 3) WHY SUCH STOCKHOLDER QUALIFIES AS AN ACCREDITED INVESTOR
      (ON
      THE BASIS OF NET WORTH, INDIVIDUAL INCOME, OR JOINT INCOME) OR
      EACH
      STOCKHOLDER MUST PHOTOCOPY AND COMPLETE SECTION II BELOW.

    


    
      	
              II.

            	
              IF
                YOU CHECKED STATEMENT 2 OR STATEMENT 3 IN SECTION I ABOVE, EACH
                STOCKHOLDER MUST CHECK ANY OF THE STATEMENTS 1-5 BELOW THAT APPLIES
                TO
                SUCH STOCKHOLDER AND SIGN BELOW WHERE
                INDICATED.

            


    

    


    ___
      1.
 I
      have an
      individual net worth or joint net worth with my spouse in excess of
      $_________.

    


    ___
      2.
 I
      have
      had an individual income in excess of $_______ in each of 2005 and 2006, and
      I
      reasonably expect an individual income in excess of $_______ for 2007. NOTE:
      IF
      YOU ARE BUYING JOINTLY WITH YOUR SPOUSE, YOU MUST EACH HAVE AN INDIVIDUAL INCOME
      IN EXCESS OF $200,000 IN EACH OF THESE YEARS IN ORDER TO CHECK THIS
      BOX.

    


    ___
      3.
 My
      spouse
      and I have had a joint income in excess of $_______ in each of 2005 and 2006,
      and I reasonably expect a joint income in excess of $_______ for
      2007.

    


    ___
      4.
 I
      am a
      Massachusetts resident, and my purchase of the Units does not exceed 25% of
      my
      net worth or, if I am married, 25% of the combined net worth of my spouse and
      me, excluding principal residence and home furnishings.

    


    
      
        
        

      

      
        C-17

        
          

        

      

      
        
        

      

    

     

    


    
      	 	
              ___
                5.

            	
              I
                am a director or executive officer of the
                Corporation.

            


    

    


    
      	 	 	 	 
	
            	
              
                Print
                  Name of Shareholder(s)

              

            	 	
              Signature
                of Shareholder(s)

            


    

     

    
      	III.	
              OTHER
                CERTIFICATIONS.

            


    

    


    By
      signing the Signature Page, the undersigned certifies the
      following:

    


    (a) that
      the
      Corporation's purchase of the Units and Warrants will be solely for the
      Corporation's own account and not for the account of any other person or entity;
      and

    


    (b) that
      the
      Corporation's name, address of principal place of business, place of
      incorporation, and taxpayer identification number as set forth in this
      Questionnaire are true, correct, and complete.

    


    
      	IV.	
              GENERAL
                INFORMATION.

            


    

    


    (a) PROSPECTIVE
      PURCHASER (THE CORPORATION)

    


    Name:
      _________________________________________________________________________________

    


    Principal
      Place of Business:
      _________________________________________________________________

    (Number
      and Street)

    


    Address
      for Correspondence (if different):
      ______________________________________________________

    (Number
      and Street)

    


    Telephone
      Number:  (_____) _______________________________ 

    


    State
      of
      Incorporation: ____________________________  Date
      of Formation: ________________________

    


    Taxpayer
      Identification Number: ____________________________

    


    Number
      of
      Stockholders: _________________________________

    


    (b) INDIVIDUAL
      WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE CORPORATION

    


    Name:
      _________________________________________________________________________________

    


    Position
      or Title:
      _________________________________________________________________________

    


    (c) IF
      SECTION II HAS BEEN COMPLETED, NAMES OF INDIVIDUAL STOCKHOLDERS

    


    Name(s)
      of Stockholders:
      __________________________________________________________________

    


    
      
        
        

      

      
        C-18

        
          

        

      

      
        
        

      

    

    
      


      Name(s)
        of Stockholders:
        _________________________________________________________________



    1.
      Are
      you involved in any litigation, which, if an adverse decision occurred, would
      materially affect your financial condition? Yes  
      No
 
      If yes,
      please provide details:

    
       

            __________________________________________________________________________

       

            __________________________________________________________________________

       

            __________________________________________________________________________



    2.
      I
      consider myself to be an experienced and sophisticated investor or am advised
      by
      a qualified investment advisor, all as required under the various securities
      laws and regulations: Yes ____ No ____

    


    3.
      I
      understand the full nature and risk of an investment in the Units or Warrants,
      and I can afford the complete loss of my entire investment. Yes ____ No
      ____

    


    4.
      I am
      able to bear the economic risk of an investment in the Units and Warrants for
      an
      indefinite period of time and understand that an investment in the Units is
      illiquid. Yes ____ No ____ 

    


    5.
      I
      further understand that I will be required to agree not to dispose of the Units
      and Warrants except in compliance with other conditions contained in the
      accompanying Subscription Agreement and Confidential Private Offering
      Memorandum. Yes ____ No ____

    


    6.
      Have
      you participated in other private placements of securities? Yes ____ No
      ____

    


    [Signature
      Page Follows]

    


    
      
        
        

      

      
        C-19

        
          

        

      

      
        
        

      

    

    


    The
      undersigned understands that the Company is relying upon the representations
      set
      forth above in determining whether to accept the subscription being
      tendered.

    


    
      	 
	
              Name
                of Corporation

            
	 
	 
	
              By:

              
                

              

              *Signature
                of Authorized Officer

            
	
            
	 
	
              Title
                (If Signed on Behalf of Entity)

            
	 
	 
	
              Print
                Name

            
	 
	 
	
              Date

            


    

     

    * Signature
      must match signatory to attached Subscription Agreement.

    


    
      
        
        

      

      
        C-20

        
          

        

      

      
        
        

      

    

     

    PARTNERSHIP
      INVESTOR QUESTIONNAIRE

     

    Investor
      Name: ____________________________ (the
      “Partnership”)

     

    The
      information contained in this Questionnaire is being furnished in order to
      determine whether the undersigned Partnership’s subscription to purchase the
      Units and Warrants described in the Company’s Subscription
      Agreement and Confidential Private Offering Memorandum may be
      accepted.

     

    ALL
      INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY.
      The
      undersigned Partnership understands, however, that the Company may present
      this
      Questionnaire to such parties as it deems appropriate if called upon to
      establish that the proposed offer to purchase the Units and Warrants is exempt
      from registration under the Securities Act of 1933, as amended, or meets the
      requirements of applicable state securities or “blue sky” laws. Further, the
      undersigned Partnership understands that the offering may be required to be
      reported to the Securities and Exchange Commission and to various state
      securities and “blue sky” regulators.

     

    
      	
              I.

            	
              PLEASE
                CHECK ANY OF STATEMENTS 1-3 BELOW THAT APPLIES TO THE
                PARTNERSHIP.

            


    

     

    


    ___
      1.
 The
      undersigned Partnership: (a) has total assets in excess of $_________; and
      (b)
      was not formed for the specific purpose to purchase the Units and
      Warrants.

    


     

    ___
      2.
 Each
      of
      the partners of the undersigned Partnership is able to certify that such partner
      meets at least one of the following two conditions:

    


    a. the
      partner is a natural person whose individual net worth2 or
      joint
      net worth with his or her spouse exceeds $_________; or

    


    b. the
      partner is a natural person who had an individual income in excess of $_______
      in each of 2005 and 2006 and who reasonably expects an individual income in
      excess of $_______ in 2007.

    


    ___
      3.
 Each
      of
      the partners of the undersigned Partnership is able to certify that such partner
      is a natural person who, together with his or her spouse, has had a joint income
      in excess of $_______ in each of 2005 and 2006 and who reasonably expects a
      joint income in excess of $_______ during 2007.

     

    IF
      YOU
      CHECKED STATEMENT 2 OR STATEMENT 3 IN SECTION I AND DID NOT
      CHECK
      STATEMENT 1, YOU MUST PROVIDE A LETTER SIGNED BY AN OFFICER, PARTNER OR GENERAL
      PARTNER OF THE UNDERSIGNED PARTNERSHIP LISTING THE NAME OF EACH PARTNER
      AND THE REASON (UNDER STATEMENT 2 OR STATEMENT 3) WHY SUCH PARTNER QUALIFIES
      AS
      AN ACCREDITED INVESTOR (ON THE BASIS OF NET WORTH, INDIVIDUAL INCOME, OR JOINT
      INCOME) OR
      EACH
      PARTNER MUST PHOTOCOPY AND COMPLETE SECTION II BELOW. 

     

    
      
        

      

    

    
       2
        For purposes of this Questionnaire, the term “net worth” means the excess of
        total assets over total liabilities. In determining income, an investor should
        add to his or her adjusted gross income any amounts attributable to tax-exempt
        income received, losses claimed as a limited partnership, deductions claimed
        for
        depletion, contributions to IRA or Keogh retirement plan, alimony payments,
        and
        any amount by which income from long-term capital gains has been reduced
        in
        arriving at adjusted gross income.

    

     

    
      
        
        

      

      
        21

        
          

        

      

      
        
        

      

    

     

    
      	
              II.
                

            	
              IF
                YOU CHECKED STATEMENT 2 OR STATEMENT 3 IN SECTION I ABOVE, EACH PARTNER
                MUST CHECK ANY OF THE STATEMENTS 1-5 BELOW THAT APPLIES TO SUCH PARTNER
                AND SIGN BELOW WHERE
                INDICATED.

            


    

     

    ___
      1.
 I
      have an
      individual net worth or joint net worth with my spouse in excess of
      $_________.

     

    ___
      2.
 I
      have
      had an individual income in excess of $_______ in each of 2005 and 2006, and
      I
      reasonably expect an individual income in excess of $_______ for 2007.


     

    ___
      3.
 My
      spouse
      and I have had a joint income in excess of $_______ in each of 2005 and 2006,
      and I reasonably expect a joint income in excess of $_______ for
      2007.

     

    ___
      4.
 I
      am a
      Massachusetts resident, and my purchase of the Units does not exceed 25% of
      my
      net worth or, if I am married, 25% of the combined net worth of my spouse and
      me, excluding principal residence and home furnishings.

     

    ___
      5.
 I
      am a
      director, manager or executive officer of the Partnership.

     

    
      	
            	 	 	 
	
            	
              
                
                  
                    Print
                      Name of Partner(s)

                  

                

              

            	 	
              Signature
                of Shareholder(s)

            


      
        	
              	 	 	 
	
              	
                
                  
                    Print
                      Name of Partner(s)

                  

                

              	 	
                Signature
                  of Shareholder(s)

              


        
          	
                	 	 	 
	
                	
                  
                    
                      Print
                        Name of Partner(s)

                    

                  

                	 	
                  Signature
                    of Shareholder(s)

                


        

      

    

     

    III.
       OTHER
      CERTIFICATIONS.

     

    By
      signing the Signature Page, the undersigned certifies the
      following:

     

    
      
        
        

      

      
        22

        
          

        

      

      
        
        

      

    

    


    1. that
      the
      Partnership's purchase of the Units and Warrants will be solely for the
      Partnership's own account and not for the account of any other person or entity;
      and

     

    2. that
      the
      Partnership's name, address of principal place of business, place of
      incorporation, and taxpayer identification number as set forth in this
      Questionnaire are true, correct, and complete.

     

    IV.
       GENERAL
      INFORMATION.

    


    1. PROSPECTIVE
      PURCHASER (THE PARTNERSHIP)

     

    Name:
      __________________________________________________________________________________

     

    Principal
      Place of Business For Correspondence:

    
       

           
        ___________________________________________________________________________

    

     

         
      ___________________________________________________________________________

     

    Telephone
      Number:  (_____) __________________

    
      


      State
        of
        Certification: ____________________________  Date
        of Formation: ________________________

      


      Taxpayer
        Identification Number: ____________________________

      


      Number
        of
        Partners: _________________________________

    

     

    2. INDIVIDUAL
      WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE PARTNERSHIP

     

    Name:
      _________________________________________________________________________________ 

    
       

    

    Position
      or Title:
      _________________________________________________________________________

    


    3. IF
      SECTION II HAS BEEN COMPLETED, NAMES OF INDIVIDUAL PARTNERS

    


    Name(s)
      of Partners:
      ______________________________________________________________________  

     

    Name(s)
      of Partners:
      ______________________________________________________________________

     

    1.
      Are
      you involved in any litigation, which, if an adverse decision occurred, would
      materially affect your financial condition? Yes ___ 
No
      ___
      If yes,
      please provide details:

    
      
         

             
          ___________________________________________________________________________

      

      
         

             
          ___________________________________________________________________________

      

      
         

             
          ___________________________________________________________________________

      



    
      
        
        

      

      
        23

        
          

        

      

      
        
        

      

    

    


    2.
      I
      consider myself to be an experienced and sophisticated investor or am advised
      by
      a qualified investment advisor, all as required under the various securities
      laws and regulations: Yes ____ No ____

    


    3.
      I
      understand the full nature and risk of an investment in the Units and Warrants,
      and I can afford the complete loss of my entire investment. Yes ____ No
      ____

    


    4.
      I am
      able to bear the economic risk of an investment in the Units and Warrants for
      an
      indefinite period of time and understand that an investment in the Units and
      Warrants is illiquid. Yes ____ No ____ 

    


    5.
      I
      further understand that I will be required to agree not to dispose of the Units
      or Warrant except in compliance with other conditions contained in the
      accompanying Subscription Agreement and Confidential Private Offering
      Memorandum. Yes ____ No ____

    


    6.
      Have
      you participated in other private placements of securities? Yes ____ No
      ____

    


    [Signature
      Page Follows]

    


    
      
        
        

      

      
        24

        
          

        

      

      
        
        

      

    

    


    The
      undersigned understands that the Company is relying upon the representations
      set
      forth above in determining whether to accept the subscription being
      tendered.

    


    
      	 
	
              Name
                of Partnership

            
	 	 
	
              By:
                

            	 
	 	
               Name:
                

            	 
	 	
               Its:
                

            	 



    

     

    
      
        
        

      

      
        25