Unassociated Document


    SUBSCRIPTION
AGREEMENT

     

    This
Subscription Agreement (this “Agreement”) is being
delivered to the purchaser identified on the signature page to this Agreement
(the “Subscriber”) in
connection with its investment inFTOH Corp., a Delaware
Corporation, formerly, Tri-Mark
MFG, Inc., a California corporation(the “Company”) whose
shares of common stock are quoted on the OTC bulletin board. The Company is
conducting a private placement (the “Offering”) of a
minimum of Six Million Dollars ($6,000,000) (the “Minimum Offering”) and a
maximum of Ten Million Dollars ($10,000,000) (the “Maximum Offering”)of shares
of the Company’s common stock (“Shares” or the “Securities”) at a
purchase price of$1.00per Share.  Notwithstanding anything to the
contrary herein, the Minimum Offering amount shall be inclusive of, and offset
by,(A) the principal, plus accrued and unpaid interest, upon one or more secured
bridge notes dated September 29, 2010 or thereafter, in the principal amount of
up to $900,000, sold and issued by 5to1.com, Inc., a Delaware corporation
(“5:1”) to certain lenders which may at the election of the lenders be converted
into the Offering; and (B) up to $2.1 million of convertible securities issued
by the Company at the time of Closing of the Minimum Offering.This Agreement has
been distributed by 5:1and on behalf of the Company, the intended successor in
interest to the business of 5:1, and as such, the delivery of funds by
Subscriber to the account set forth in Exhibit A, as
provided in Section 1(b) hereof, shall be governed by the terms of the Escrow
Agreement annexed hereto as Exhibit B, as to
which terms Subscriber hereby agrees to be bound.

     

    1.           SUBSCRIPTION AND PURCHASE
PRICE

     

    (a)           Subscription.  Subject
to the conditions set forth in Section 2 hereof, the Subscriber hereby
subscribes for and agrees to purchase the number of Shares indicated on the
signature page hereof on the terms and conditions described herein.

     

    (b)           Purchase of
Shares.  The Subscriber understands and acknowledges that the
purchase price to be remitted to the Company in exchange for the Shares shall be
as set forth in the preamble to this Agreement, and the Company shall round up,
or down, to the nearest whole number any fractional purchases per Shares, for an
aggregate purchase price as set forth on the signature pages hereof (the “Aggregate Purchase
Price”). The Subscriber’s delivery of this Agreement to the Company shall
be accompanied by payment for the Shares subscribed for hereunder, payable in
United States Dollars, by wire transfer of immediately available funds delivered
contemporaneously with the Subscriber’s delivery of this Agreement to the
Company in accordance with the wire instructions provided on Exhibit A. The
Subscriber understands and agrees that, subject to Section 2 and applicable
laws, by executing this Agreement, it is entering into a binding
agreement.

     

    2.           ACCEPTANCE,
OFFERING TERM AND CLOSING PROCEDURES

     

    (a)           Acceptance or
Rejection. The obligation of the Subscriber to purchase the Shares shall
be irrevocable, and the Subscriber shall be legally bound to purchase the Shares
subject to the terms set forth in this Agreement. The Subscriber understands and
agrees that the Company reserves the right to reject this subscription for
Shares in whole or part in any order at any time prior to the Closing for any
reason, notwithstanding the Subscriber’s prior receipt of notice of acceptance
of the Subscriber’s subscription. In the event of rejection of this subscription
by the Company in accordance with this Section 2, or if the sale of the Sharesis
not consummated by the Company for any reason or no reason, this Agreement and
any other agreement entered into between the Subscriber and the Company relating
to this subscription shall thereafter have no force or effect, and the Company
shall promptly return or cause to be returned to the Subscriber the purchase
price remitted to the Company, without interest thereon or deduction
therefrom.

     

    (b)           Closing.  The
closing of the purchase and sale of the Shares hereunder (the “Closing”) shall take
place at the offices ofSichenzia Ross Friedman Ference LLP, 61 Broadway, 32nd
Fl., New York, NY 10006or such other place as determined by the
Company.  The Closing shall take place on a Business Day promptly
following the satisfaction of the conditions set forth in Section 7 below, as
determined by the Company (the “Closing Date”).
“Business Day”
shall mean from the hours of 9:00 a.m. (Eastern Time) through 5:00 p.m. (Eastern
Time) of a day other than a Saturday, Sunday or other day on which commercial
banks in New York, New York are authorized or required to be closed. The Shares
purchased by the Subscriber will be delivered by the Company promptly following
the Closing.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c)           Following Acceptance or
Rejection.  The Subscriber acknowledges and agrees that this
Agreement and any other documents delivered in connection herewith will be held
by the Company. In the event that this Agreement is not accepted by the Company
for whatever reason, which the Company expressly reserves the right to do, this
Agreement, the Aggregate Purchase Price received (without interest thereon) and
any other documents delivered in connection herewith will be returned to the
Subscriber at the address of the Subscriber as set forth in this Agreement. If
this Agreement is accepted by the Company, the Company is entitled to treat the
Aggregate Purchase Price received as an interest free loan to the Company until
such time as the Subscription is accepted.

     

    3.           THE
SUBSCRIBER’S REPRESENTATIONS, WARRANTIES AND COVENANTS

     

    The
Subscriber hereby acknowledges, agrees with and represents, warrants and
covenants to the Company, as follows:

     

    (a)           The
Subscriber has full power and authority to enter into this Agreement, the
execution and delivery of which has been duly authorized, if applicable, and
this Agreement constitutes a valid and legally binding obligation of the
Subscriber.

     

    (b)           The
Subscriber acknowledges its understanding that the Offering and sale of the
Securities is intended to be exempt from registration under the Securities Act
of 1933, as amended (the “Securities Act”), by
virtue of Section 4(2) of the Securities Act and the provisions of Regulation D
promulgated thereunder (“Regulation
D”).  In furtherance thereof, the Subscriber represents and
warrants to the Company and its affiliates as follows:

     

    (i)        
   The Subscriber realizes that the basis for the exemption from
registration may not be available if, notwithstanding the Subscriber’s
representations contained herein, the Subscriber is merely acquiring the
Securitiesfor a fixed or determinable period in the future, or for a market
rise, or for sale if the market does not rise. The Subscriber does not have any
such intention.

     

    (ii)           The
Subscriber realizes that the basis for exemption would not be available if the
Offering is part of a plan or scheme to evade registration provisions of the
Securities Act or any applicable state or federal securities laws.

     

    (iii)          The
Subscriber is acquiring theSecuritiessolely for the Subscriber’s own beneficial
account, for investment purposes, and not with a view towards, or resale in
connection with, any distribution of the Securities.If other than an individual,
the Subscriber also represents it has not been organized solely for the purpose
of acquiring the Securities.

     

    (iv)          The
Subscriber has the financial ability to bear the economic risk of the
Subscriber’s investment, has adequate means for providing for its current needs
and contingencies, and has no need for liquidity with respect to an investment
in the Company.

     

    (v)           The
Subscriber and the Subscriber’s attorney, accountant, purchaser representative
and/or tax advisor, if any (collectively, the “Advisors”) has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of a prospective investment in the Securities.
The Subscriber has not authorized any person or entity to act as its Purchaser
Representative (as that term is defined in Regulation D of the General Rules and
Regulations under the Securities Act) in connection with the
Offering.

     

    (vi)          The
Subscriber (together with its Advisors, if any) has received all documents
requested by the Subscriber, if any, has carefully reviewed them and understands
the information contained therein, prior to the execution of this
Agreement.

     

    (c)          The
Subscriber is not relying on the Company or any of its employees, agents,
sub-agents or advisors with respect to the legal, tax, economic and related
considerations involved in this investment. The Subscriber has relied on the
advice of, or has consulted with, only its Advisors. Each Advisor, if any, has
disclosed to the Subscriber in writing (a copy of which is annexed to this
Agreement) the specific details of any and all past, present or future
relationships, actual or contemplated, between the Advisor and the Company or
any affiliate or sub-agent thereof.


    
      
         


      

      
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    (d)          The
Subscriber has carefully considered the potential risks relating to the Company
and a purchase of the Securities, and fully understands that the Securities are
a speculative investment that involves a high degree of risk of loss of the
Subscriber’s entire investment.Among other things, the Subscriber has carefully
considered each of the risks described under the heading “Risk Factors” in the
Company’s SEC Filings (as defined in Section 4(d) below), which risk factors are
incorporated herein by reference.

     

    (e)          The
Subscriber will not sell or otherwise transfer anySecurities without
registration under the Securities Act or an exemption therefrom, and fully
understands and agrees that the Subscriber must bear the economic risk of its
purchase because, among other reasons, the Securities have not been registered
under the Securities Act or under the securities laws of any state and,
therefore, cannot be resold, pledged, assigned or otherwise disposed of unless
they are subsequently registered under the Securities Act and under the
applicable securities laws of such states, or an exemption from such
registration is available.  In particular, the Subscriber is aware
that the Securities are “restricted securities,” as such term is defined in Rule
144 promulgated under the Securities Act (“Rule 144”), and they
may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144
are met. The Subscriber also understands that, except as otherwise provided in
Section 5 hereof, the Company is under no obligation to register the Securities
on behalf of the Subscriber or to assist the Subscriber in complying with any
exemption from registration under the Securities Act or applicable state
securities laws. The Subscriber understands that any sales or transfers of the
Securities are further restricted by state securities laws and the provisions of
this Agreement.

     

    (f)           No
oral or written representations or warranties have been made, or information
furnished, to the Subscriber or its Advisors, if any, by the Company or any of
its officers, employees, agents, sub-agents, affiliates, advisors or
subsidiaries in connection with the Offering, other than any representations of
the Company contained herein, and in subscribing for the Shares, the Subscriber
is not relying upon any representations other than those contained
herein.

     

    (g)         The
Subscriber’s overall commitment to investments that are not readily marketable
is not disproportionate to the Subscriber’s net worth, and an investment in the
Securities will not cause such overall commitment to become
excessive.

     

    (h)         The
Subscriber understands and agrees that the certificates for the Securities shall
bear substantially the following legend until (i) such Securities shall have
been registered under the Securities Act and effectively disposed of in
accordance with a registration statement that has been declared effective or
(ii) in the opinion of counsel for the Company, such Securitiesmay be sold
without registration under the Securities Act, as well as any applicable “blue
sky” or state securities laws:

     

    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE
STATE SECURITIES LAWS.  SUCH SECURITIES HAVE BEEN ACQUIRED FOR
INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE,
TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION
COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.

     

    (i)          Neither
the Securities and Exchange Commission (the “SEC”) nor any state
securities commission has approved the Securities or passed upon or endorsed the
merits of the Offering. There is no government or other insurance covering any
of the Securities.

     

    (j)          The
Subscriber and its Advisors, if any, have had a reasonable opportunity to ask
questions of and receive answers from a person or persons acting on behalf of
the Company concerning the Offering and the business, financial condition,
results of operations and prospects of the Company, and all such questions have
been answered to the full satisfaction of the Subscriber andits Advisors, if
any.

     

    (k)         The
Subscriber is unaware of, is in no way relying on, and did not become aware of,
the Offering through or as a result of, any form of general solicitation or
general advertising, including, without limitation, any article, notice,
advertisement or other communication published in any newspaper, magazine or
similar media or broadcast over television or radio, or electronic mail over the
Internet, in connection with the Offering and is not subscribing for Shares and
did not become aware of the Offering through or as a result of any seminar or
meeting to which the Subscriber was invited by, or any solicitation of a
subscription by, a person not previously known to the Subscriber in connection
with investments in securities generally.


    
      
         


      

      
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    (l)          The
Subscriber has taken no action that would give rise to any claim by any person
for brokerage commissions, finders’ fees or the like relating to this Agreement
or the transactions contemplated hereby.

     

    (m)        The
Subscriber acknowledges that any estimates or forward-looking statements or
projections furnished by the Company to the Subscriber were prepared by the
management of the Company in good faith, but that the attainment of any such
projections, estimates or forward-looking statements cannot be guaranteed by the
Company or its management and should not be relied upon.

     

    (n)         (For
ERISA plans only) The fiduciary of the ERISA plan (the “Plan”) represents
that such fiduciary has been informed of and understands the Company’s
investment objectives, policies and strategies, and that the decision to invest
“plan assets” (as such term is defined in ERISA) in the Company is consistent
with the provisions of ERISA that require diversification of plan assets and
impose other fiduciary responsibilities. The Subscriber or Plan fiduciary (i) is
responsible for the decision to invest in the Company; (ii) is independent of
the Company and any of its affiliates; (iii) is qualified to make such
investment decision; and (iv) in making such decision, the Subscriber or Plan
fiduciary has not relied primarily on any advice or recommendation of the
Company or any of its affiliates.

     

    (o)         This
Agreement is not enforceable by the Subscriber unless it has been accepted by
the Company, and the Subscriber acknowledges and agrees that the Company
reserves the right to reject any subscription for any reason.

     

    (p)         The
Subscriber will indemnify and hold harmless the Companyand, where applicable,
its directors, officers, employees, agents, advisors, affiliates and
shareholders, and each other person, if any, who controls any of the foregoing
from and against any and all loss, liability, claim, damage and expense
whatsoever (including, but not limited to, any and all fees, costs and expenses
whatsoever reasonably incurred in investigating, preparing or defending against
any claim, lawsuit, administrative proceeding or investigation whether commenced
or threatened) (a “Loss”) arising out of
or based upon any representation or warranty of the Subscriber contained herein
or in any document furnished by the Subscriber to the Companyin connection
herewith being untrue in any material respect or any breach or failure by the
Subscriber to comply with any covenant or agreement made by the Subscriber
herein or therein; provided, however, that the
Subscriber shall not be liable for any Lossthat in the aggregate exceeds the
Subscriber’s Aggregate Purchase Price tendered hereunder.

     

    (q)         The
Subscriber is, and on each date on which the Subscriber continues to own
restricted securities from the Offering will be, an “Accredited Investor” as
defined in Rule 501(a) under the Securities Act. In general, an “Accredited
Investor” is deemed to be an institution with assets in excess of $5,000,000 or
individuals with a net worth in excess of $1,000,000 or annual income exceeding
$200,000 or $300,000 jointly with his or her spouse.

     

    (r)          The
Subscriber has reviewed, or had an opportunity to review, all of the SEC
Filings.

     

    (s)          The
Subscriber acknowledges receipt and careful review of all documents furnished in
connection with this transaction by the Company or 5:1 (collectively, the
“Offering Documents”) and has been furnished by the Company during the course of
this transaction with all information regarding the Company and 5:1 which the
Subscriber has requested or desires to know; and the Subscriber has been
afforded the opportunity to ask questions of and receive answers from duly
authorized officers or other representatives of the Company and 5:1 concerning
the terms and conditions of the Offering, and any additional information which
the Subscriber has requested.

     

    (t)          The
Subscriber acknowledges that if the Subscriber is a Registered Representative of
a Financial Industry Regulatory Authority, Inc. (“FINRA”) member firm, the
Subscriber must give such firm the notice required by the FINRA’s Conduct Rules,
receipt of which must be acknowledged by such firm on the signature page
hereof.

     

    (u)         The
Subscriber hereby acknowledges that neither the Company nor any persons
associated with the Company who may provide assistance or advice in connection
with the Offering (other than the placement agent, if one is engaged by the
Company) are or are expected to be members or associated persons of members of
the FINRA or registered broker-dealers under any federal or state securities
laws.  This Offering is made directly by the officers or directors of
5:1 and the Company, jointly.


    
      
         


      

      
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    (v)         The
Subscriber understands that, pursuant to the terms of the Offering, the Company
may pay one or more placement agents a commission of up to ten (10%) percent in
connection with the Offering.  The Subscriber further understands
that, pursuant to the terms of the Offering, the Company must receive
subscriptions for an aggregate purchase price of $6,000,000 (subject to
reduction as set forth in the introductory paragraph hereto) in order to close
on the sale of any Shares and that persons affiliated with the Company, 5:1 or
its consultants, advisors, or placement agents may subscribe for Common Stock,
in which case the Company may accept subscriptions from such affiliated parties
in order to reach the Minimum Offering; and that, accordingly, no investor
should conclude that achieving the Minimum Offering is the result of any
independent assessment of the merits or advantages of the Offering, 5:1 or the
Company made by Subscribers in the Minimum Offering.

     

    (w)         The
Subscriber hereby represents that, except as expressly set forth in the Offering
Documents, no representations or warranties have been made to the Subscriber by
the Company or any agent, employee or affiliate of the Company and, in entering
into this transaction, the Subscriber is not relying on any information other
than that contained in the Offering Documents and the results of independent
investigation by the Subscriber.

     

    (x)          All
information provided by the Subscriber in the Investor Questionnaire attached
hereto is true and accurate in all respects, and the Subscriber acknowledges
that the Company will be relying on such information to its possible detriment
in deciding whether the Company can sell these securities to the Subscriber
without giving rise to the loss of the exemption from registration under
applicable securities laws.

     

    4.           THE
COMPANY’S REPRESENTATIONS, WARRANTIES AND COVENANTS

     

    The
Company hereby acknowledges, agrees with and represents, warrants and covenants
to the Subscriber, as follows:

     

    (a)          The
Company has the corporate power and authority to execute and deliver this
Agreement and to perform its obligations hereunder. This Agreement has been duly
authorized, executed and delivered by the Company and is valid, binding and
enforceable against the Company in accordance with its terms.

     

    (b)          The
Securities to be issued to the Subscriber pursuant to this Agreement, when
issued and delivered in accordance with the terms of this Agreement, will be
duly and validly issued and will be fully paid and non-assessable.

     

    (c)          Neither
the execution and delivery nor the performance of this Agreement by the Company
will conflict with the Company’s organizational materials, as amended to date,
or result in a breach of any terms or provisions of, or constitute a default
under, any material contract, agreement or instrument to which the Company is a
party or by which the Company is bound.

     

    (d)         The
Company is subject to, and in full compliance with, the reporting requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended (the
“Exchange
Act”). The Company has made available to each Subscriber through the
EDGAR system true and complete copies of each of the Company’s Quarterly Reports
on Form 10-Q, Annual Reports on Form 10-K and Current Reports on Form 8-K
(collectively, the “SEC Filings”), and
all such SEC Filings are incorporated herein by reference.  The SEC
Filings, when they were filed with the SEC (or, if any amendment with respect to
any such document was filed, when such amendment was filed), complied in all
material respects with the applicable requirements of the Exchange Act and the
rules and regulations thereunder and did not, as of such date, contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary in order to make the statements therein, in the
light of the circumstances under which they were made, not misleading. All
reports and statements required to be filed by the Company under the Securities
Act and the Exchange Act have been filed, together with all exhibits required to
be filed therewith. The Company and each of its direct and indirect
subsidiaries, if any (collectively, the “Subsidiaries”), are
engaged in all material respects only in the business described in the SEC
Filings, and the SEC Filings contain a complete and accurate description in all
material respects of the business of the Company and the
Subsidiaries.


    
      
         


      

      
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    (e)         The
Company acknowledges and agrees that the Subscriber is acting solely in the
capacity of an arm’s length purchaser with respect to the Securities and the
transactions contemplated hereby. The Company further acknowledges that the
Subscriber is not acting as a financial advisor or fiduciary of the Company (or
in any similar capacity) with respect to this Agreement and the transactions
contemplated hereby and any advice given by the Subscriber or any of its
representatives or agents in connection with this Agreement and the transactions
contemplated hereby is merely incidental to the Subscriber’s purchase of the
Shares. The Company further represents to the Subscriber that the Company’s
decision to enter into this Agreement has been based solely on the independent
evaluation of the transactions contemplated hereby by the Company and its
representatives.

     

    (f)          The
Company will indemnify and hold harmless the Subscriber and, where applicable,
its directors, officers, employees, agents, advisors and shareholders, from and
against any and all Lossarising out of or based upon any representation or
warranty of the Company contained herein or in any document furnished by the
Company to the Subscriber in connection herewith being untrue in any material
respect or any breach or failure by the Company to comply with any covenant or
agreement made by the Company to the Subscriber in connection therewith; provided, however, that the
Company’s liability shall not exceed the Subscriber’s Aggregate Purchase Price
tendered hereunder.

     

    5.           PIGGY-BACK
REGISTRATION RIGHTS

     

    (a)          For
a period of twelve (12) months following the Closing Date, the Company shall
notify the Subscriber in writing at least twenty (20) days prior to the filing
of any registration statement under Securities Act, in connection with a public
offering of shares of the Company’s common stock (including, but not limited to,
registration statements relating to secondary offerings of securities of the
Company but excluding any registration statements (i) on Form S-4 or S-8 (or any
successor or substantially similar form), or of any employee stock option, stock
purchase or compensation plan or of securities issued or issuable pursuant to
any such plan, or a dividend reinvestment plan, (ii) otherwise relating to any
employee, benefit plan or corporate reorganization or other transactions covered
by Rule 145 promulgated under the Securities Act, or (iii) on any registration
form that does not permit secondary sales or does not include substantially the
same information as would be required to be included in a registration statement
covering the resale of the Shares)and will afford the Subscriber an opportunity
to include in such registration statement all or part of the Shares held by the
Subscriber. In the event the Subscriber desires to include in any such
registration statement all or any part of the Shares held by the Subscriber, the
Subscriber shall within ten (10) days after the above-described notice from the
Company, so notify the Company in writing, including the number of such Shares
that the Subscriber wishes to include in such registration statement. If the
Subscriber decides not to include all of its Shares and in any registration
statement thereafter filed by the Company, the Subscriber shall nevertheless
continue to have the right to include any Shares in any subsequent registration
statement or registration statements as may be filed by the Company with respect
to the offering of the securities, all upon the terms and conditions set forth
herein.

    


    (b)         Notwithstanding the foregoing, if the
managing underwriter or underwriters of any such proposed public offering or
private placement advise the Company that the total amount or kind of securities
that the Subscriber, the Company and any other persons intended to be included
in such proposed public offering is sufficiently large to adversely affect the
success of such proposed public offering or private placement, then the amount
or kind of securities to be offered for the various parties wishing to have
shares of the Company’s common stock registered shall be included in the
following order:

    


    (i)           if
the Company proposes to register treasury shares or authorized but unissued
shares of its common stock (collectively, “Primary
Securities”):

    


    (A)           first, the Primary Securities;
and

    


    (B)           second, the Shares requested to be
included in such registration statement, together with shares of its common
stockthat do not constitute Shares or Primary Securities (“Other
Securities”) held by
parties exercising similar piggy-back registration rights (or if necessary, such
Shares and Other Securities pro rata among the holders thereof based upon the
number of such Shares and Other Securities requested to be registered by each
such holder).


    
      
         


      

      
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    (ii)           if
the Company proposes to register Other Securities:

    


    (A)           first, the Other Securities requested
to be included in such registration by holders exercising demand registration
rights; and

    


    (B)           second, the Shares requested to be
included in such registration, together with Other Securities held by parties
exercising similar piggy-back registration rights (or if necessary, such Shares
and Other Securities pro rata among the holders thereof based upon the number of
such Shares and Other Securities requested to be registered by each such
holder).

    


    Anything to the contrary in this
Agreement notwithstanding, the Company may withdraw or postpone a registration
statement referred to herein at any time before it becomes effective or
withdraw, postpone or terminate the offering after it becomes effective without
obligation to the Subscriber.

    


    (c)           In connection with its obligation under
this Section 5, the Company will (i) furnish to theSubscriber without charge, at
least one copy of any effective registration statement and any post-effective
amendments thereto, including financial statements and schedules, and, if the
Subscriber so requests in writing, all documents incorporated therein by
reference and all exhibits (including those incorporated by reference) in the
form filed with the SEC; and (ii) deliver to the Subscriber and the
underwriters, if any, without charge, as many copies of the then effective
prospectus included in the registration statement, as the same may be amended or
supplemented (including such prospectus subject to completion)(the “Prospectus”), and any amendments or supplements
thereto as such persons may reasonably request.

    


    (d)           As a condition to the inclusion of its
Shares, the Subscriber shall furnish to the Company such information regarding
the Subscriber and the distribution proposed by the Subscriber as the Company
may request in writing or as shall be required in connection with any
registration, qualification or compliance referred to in this
Agreement.

    


    (e)           The Subscriber agrees by acquisition of
the Shares that, upon receipt of any notice from the Company of the happening of
any event that, in the good faith judgment of the Company’s Board of Directors,
requires the suspension of the Subscriber’s rights under this Section 5,
theSubscriber will forthwith discontinue disposition of the Shares pursuant to
the then current Prospectus until the Subscriber is advised in writing by the
Company that the use of the Prospectus may be resumed. If so directed by the
Company, on the happening of such event, the Subscriber will deliver to the
Company (at the Company’s expense) all copies, other than permanent file copies
then in the Subscriber’s possession, of the Prospectus covering theShares at the
time of receipt of such notice.

    


    (f)           The Subscriber hereby covenants with
the Company (i) not to make any sale of Shares without effectively causing the
prospectus delivery requirements under the Securities Act to be satisfied, and
(ii) if such Shares are to be sold by any method or in any transaction other
than on a national securities exchange, the Nasdaq Global Select Market, the
NasdaqGlobal Market, Nasdaq Capital Market or in the over-the-counter market, in
privately negotiated transactions, or in a combination of such methods, to
notify the Company at least 5 business days prior to the date on which the
Subscriber first offers to sell any such Shares.

    


    (g)           The Subscriber acknowledges and agrees
that the Shares sold pursuant to aregistration statement described in this
Section 5 are not transferable on the books of the Company unless the stock
certificate submitted to the transfer agent evidencing theShares is accompanied
by a certificate reasonably satisfactory to the Company to the effect that (x)
the Shares have been sold in accordance with such registration statement and (y)
the requirement of delivering a current Prospectus has been
satisfied.

    


    (h)           The Subscriber shall not take any
action with respect to any distribution deemed to be made pursuant to such
registration statement that would constitute a violation of Regulation M under
the Exchange Act, or any other applicable rule, regulation or
law.

    


    (i)           Upon
the expiration of the effectiveness of any registration statement described in
this Section 5, the Subscriber shall discontinue sales of the Sharespursuant to
such registration statement upon receipt of notice from the Company of the
Company’s intention to remove from registration the Shares covered by such
registration statement that remain unsold, and the Subscriber shall notify the
Company of the number of registeredShares that remain unsold immediately upon
receipt of such notice from the Company.


    
      
         


      

      
        - 7
-

        
          

        

      

      
         


      

    

    


    (j)           Anything to the contrary contained in
this Agreement notwithstanding, when, in the opinion of counsel for the Company,
registration of the Shares and is not required by the Securities Act, in
connection with a proposed sale of such Shares, the Subscriber shall have no
rights pursuant to this Section 5. In furtherance and not in limitation of the
foregoing, the Subscriber shall have no rights pursuant to this Section 5 at
such time as all of the Subscriber’s Shares may be sold without limitation
pursuant to Rule 144.

    


    6.           USE
OF PROCEEDS

     

    The Company anticipates using the
grossproceeds from the Offering for general corporate purposes including growth
initiatives and capital expenditures.

    


    7.           CONDITIONS
TO ACCEPTANCE OF SUBSCRIPTION

     

    The
Company’s right to accept the subscription of the Subscriberis conditioned upon
satisfaction of the following conditions precedent on or before the date the
Company accepts such subscription:

     

    (a)           As
of the Closing, no legal action, suit or proceeding shall be pending that seeks
to restrain or prohibit the transactions contemplated by this
Agreement.

     

    (b)           The
representations and warranties of the Companycontained in this Agreement shall
have been true and correct in all material respects on the date of this
Agreement and shall be true and correct as of the Closing as if made on the
Closing Date.

     

    (c)           The
contemporaneous closing of the acquisition of 5:1.

     

    
      	
              8.

            	
              MISCELLANEOUS
      PROVISIONS

            


    

     

    (a)           All
parties hereto have been represented by counsel, and no inference shall be drawn
in favor of or against any party by virtue of the fact that such party’s counsel
was or was not the principal draftsman of this Agreement.

     

    (b)           Each
of the parties hereto shall be responsible to pay the costs and expenses of its
own legal counsel in connection with the preparation and review of this
Agreement and related documentation.

     

    (c)           Neither
this Agreement, nor any provisions hereof, shall be waived, modified, discharged
or terminated except by an instrument in writing signed by the party against
whom any waiver, modification, discharge or termination is sought.

     

    (d)           The
representations, warranties and agreement of the Subscriber and the Company made
in this Agreement shall survive the execution and delivery of this Agreement and
the delivery of the Securities.

     

    (e)           Any
party may send any notice, request, demand, claim or other communication
hereunder to the Subscriber at the address set forth on the signature page of
this Agreement or to the Company at its primary office (including personal
delivery, expedited courier, messenger service, fax, ordinary mail or electronic
mail), but no such notice, request, demand, claim or other communication will be
deemed to have been duly given unless and until it actually is received by the
intended recipient. Any party may change the address to which notices, requests,
demands, claims and other communications hereunder are to be delivered by giving
the other parties written notice in the manner herein set forth.

     

    (f)           Except
as otherwise provided herein, this Agreement shall be binding upon, and inure to
the benefit of, the parties to this Agreement and their heirs, executors,
administrators, successors, legal representatives and assigns.  If the
Subscriber is more than one person or entity, the obligation of the Subscriber
shall be joint and several and the agreements, representations, warranties and
acknowledgments contained herein shall be deemed to be made by, and be binding
upon, each such person or entity and its heirs, executors, administrators,
successors, legal representatives and assigns. This Agreement sets forth the
entire agreement and understanding between the parties as to the subject matter
hereof and merges and supersedes all prior discussions, agreements and
understandings of any and every nature among them.


    
      
         


      

      
        - 8
-

        
          

        

      

      
         


      

    

     

    (g)           This
Agreement is not transferable or assignable by the Subscriber.

     

    (h)           This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York, without giving effect to conflicts of law
principles.

     

    (i)     
      The Company and the Subscriber hereby agree
that any dispute that may arise between them arising out of or in connection
with this Agreement shall be adjudicated before a court located in the City of
New York, Borough of Manhattan, and they hereby submit to the exclusive
jurisdiction of the federal and state courts of the State of New York located in
the City of New York, Borough of Manhattan with respect to any action or legal
proceeding commenced by any party, and irrevocably waive any objection they now
or hereafter may have respecting the venue of any such action or proceeding
brought in such a court or respecting the fact that such court is an
inconvenient forum, relating to or arising out of this Agreement or any acts or
omissions relating to the sale of the securities hereunder, and consent to the
service of process in any such action or legal proceeding by means of registered
or certified mail, return receipt requested, postage prepaid, in care of the
address set forth herein or such other address as either party shall furnish in
writing to the other.

     

    (j)     
      This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

     

    [Signature
Pages Follow]


    
      
         


      

      
        - 9
-

        
          

        

      

      
         


      

    


    ALL SUBSCRIBERS MUST
COMPLETE THIS PAGE

    


    IN
WITNESS WHEREOF, the Subscriber has executed this Agreement on the ____ day of
__________ 2010.

    


    
      
        	 
      	
                x
      $1.00   =

              	 
      
	
                Shares
      subscribed for

              	 
      	
                Aggregate
      Purchase Price

              


      

    

    


    Manner in
which Title is to be held (Please Check One):

     

    
      	
              1.

            	
              ___

            	
              Individual

            	
              7.

            	
              ___

            	
              Trust/Estate/Pension
      or Profit sharing Plan

              Date
      Opened:______________

            
	
              2.

            	
              ___

            	
              Joint
      Tenants with Right of Survivorship

            	
              8.

            	
              ___

            	
              As
      a Custodian for

              ________________________________

              Under
      the Uniform Gift to Minors Act of the State of

              ________________________________

            
	
              3.

            	
              ___

            	
              Community
      Property

            	
              9.

            	
              ___

            	
              Married
      with Separate Property

            
	
              4.

            	
              ___

            	
              Tenants
      in Common

            	
              10.

            	
              ___

            	
              Keogh

            
	
              5.

            	
              ___

            	
              Corporation/Partnership/
      Limited Liability Company

            	
              11.

            	
              ___

            	
              Tenants
      by the Entirety

            
	
              6.

            	
              ___

            	
              IRA

            	 
      	 
      	 
      


    

    


    ALTERNATIVE
DISTRIBUTION INFORMATION

     

    To direct
distribution to a party other than the registered owner, complete the
information below. YOU MUST COMPLETE THIS SECTION IF THIS IS AN IRA
INVESTMENT.

     

    Name of
Firm (Bank, Brokerage, Custodian):

     

    Account
Name:

     

    Account
Number:

     

    Representative
Name:

     

    Representative
Phone Number:

     

    Address:

     

    City,
State, Zip:


    
      
         


      

      
        - 10
-

        
          

        

      

      
         


      

    


    IF MORE
THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.

    INDIVIDUAL
SUBSCRIBERS MUST COMPLETE THIS PAGE 10.

    SUBSCRIBERS
WHICH ARE ENTITIES MUST COMPLETE PAGE 11.

     

    EXECUTION BY NATURAL
PERSONS

     

    
      
        	
                  

              
	
                Exact
      Name in Which Title is to be
Held

              


      

    

    


    
      
        	
                  

              	 
      	
                  

              
	
                Name
      (Please Print)

              	 
      	
                Name
      of Additional Purchaser

              
	 
      	 
      	 
      
	
                  

              	 
      	
                  

              
	
                Residence:
      Number and Street

              	 
      	
                Address
      of Additional Purchaser

              
	 
      	 
      	 
      
	
                  

              	 
      	
                  

              
	
                City,
      State and Zip Code

              	 
      	
                City,
      State and Zip Code

              
	 
      	 
      	 
      
	
                  

              	 
      	
                  

              
	
                Social
      Security Number

              	 
      	
                Social
      Security Number

              
	 
      	 
      	 
      
	
                  

              	 
      	
                  

              
	
                Telephone
      Number

              	 
      	
                Telephone
      Number

              
	 
      	 
      	 
      
	
                  

              	 
      	
                  

              
	
                Fax
      Number (if available)

              	 
      	
                Fax
      Number (if available)

              
	 
      	 
      	 
      
	
                  

              	 
      	
                  

              
	
                E-Mail
      (if available)

              	 
      	
                E-Mail
      (if available)

              
	 
      	 
      	 
      
	
                  

              	 
      	
                  

              
	
                (Signature)

              	 
      	
                 (Signature
      of Additional Purchaser)

              


      

    

    


    ACCEPTED
this ___ day of ____________ 2010, on behalf of the Company.

    


    
      
        	
                By:

              	
                  

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    


    
      
         


      

      
        - 11
-

        
          

        

      

      
         


      

    

    


    EXECUTION BY SUBSCRIBER
WHICH IS AN ENTITY

    (Corporation,
Partnership, LLC, Trust, Etc.)

    


    
      
        	
                  

              
	
                Name
      of Entity (Please Print)

              


      

    

    


    
      
        	
                Date
      of Incorporation or Organization:

              
	 
      
	
                State
      of Principal Office:

              
	 
      
	
                Federal
      Taxpayer Identification Number:

              
	
                  

              
	
                Office
      Address

              
	 
      
	
                  

              
	
                City,
      State and Zip Code

              
	 
      
	
                  

              
	
                Telephone
      Number

              
	 
      
	
                  

              
	
                Fax
      Number (if available)

              
	 
      
	
                  

              
	
                E-Mail
      (if available)

              


      

    

    


    
      
        
          	
                  By:

                	
                    

                
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

    


    [seal]

    


    
      
        
          
            	
                    Attest:

                  	
                      

                  	 
      	
                      

                  
	 
      	
                    (If
      Entity is a Corporation)

                  	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	
                      

                  
	 
      	 
      	 
      	
                    Address

                  


          

        

      

    

    


    
      	
              ACCEPTED
      this ____ day of __________ 2010, on behalf of the
  Company.

            


    

    


    
      
        	
                By:

              	
                  

              
	 
      	
                Name:

              
	 
      	
                Title:

              


      

    


    
      
         


      

      
        - 12
-

        
          

        

      

      
         


      

    

     

    INVESTOR
QUESTIONNAIRE

     

    Instructions:  Check
all boxes below which correctly describe you.

     

    
      	
               ̈

            	
              You
      are (i) a
      bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as
      amended (the “Securities
      Act”), (ii) a savings
      and loan association or other institution, as defined in Section
      3(a)(5)(A) of the Securities Act, whether acting in an individual or
      fiduciary capacity, (iii) a broker
      or dealer registered pursuant to Section 15 of the Securities Exchange Act
      of 1934, as amended (the “Exchange Act”),
      (iv) an
      insurance company as defined in Section 2(13) of the Securities Act,
      (v) an
      investment company registered under the Investment Company Act of 1940, as
      amended (the “Investment Company
      Act”), (vi) a business
      development company as defined in Section 2(a)(48) of the Investment
      Company Act, (vii) 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, (viii) a plan
      established and maintained by a state, its political subdivisions, or an
      agency or instrumentality of a state or its political subdivisions, for
      the benefit of its employees and you have total assets in excess of
      $5,000,000, or (ix) an employee
      benefit plan within the meaning of the Employee Retirement Income Security
      Act of 1974, as amended (“ERISA”) and (1)
      the decision that you shall subscribe for and purchase shares of common
      stock (the “Shares”), is
      made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is
      either a bank, savings and loan association, insurance company, or
      registered investment adviser, or (2) you have total assets in excess of
      $5,000,000 and the decision that you shall subscribe for and purchase the
      Shares is made solely by persons or entities that are accredited
      investors, as defined in Rule 501 of Regulation D promulgated under the
      Securities Act (“Regulation D”)
      or (3) you are a self-directed plan and the decision that you shall
      subscribe for and purchase theShares is made solely by persons or entities
      that are accredited investors.

            


    

     

    
      	
              o

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

            


    

     

    
      	
              o

            	
              You
      are an organization described in Section 501(c)(3) of the Internal Revenue
      Code of 1986, as amended (the “Code”), a
      corporation, Massachusetts or similar business trust or a partnership, in
      each case not formed for the specific purpose of making an investment in
      the Shares and its underlying securities in excess of
      $5,000,000.

            


    

     

    
      	
              o

            	
              You
      are a director or executive officer of the
  Company.

            


    

     

    
      	
              o

            	
              You
      are a natural person whose individual net worth, or joint net worth with
      your spouse, exceeds $1,000,000 at the time of your subscription for and
      purchase of the Shares (excluding principal
  residence).

            


    

     

    
      	
              o

            	
              You
      are a natural person who had an individual income in excess of $200,000 in
      each of the two most recent years or joint income with your spouse in
      excess of $300,000 in each of the two most recent years, and who has a
      reasonable expectation of reaching the same income level in the current
      year.

            


    

     

    
      	
              o

            	
              You
      are a trust, with total assets in excess of $5,000,000, not formed for the
      specific purpose of acquiring the Shares and whose subscription for and
      purchase of the Shares is directed by a sophisticated person as described
      in Rule 506(b)(2)(ii) of Regulation
D.

            


    

     

    
      	
              o

            	
              You
      are an entity in which all of the equity owners are persons or entities
      described in one of the preceding
paragraphs.

            


    


    
      
         


      

      
        - 13
-

        
          

        

      

      
         


      

    

     

    Check
all boxes below which correctly describe you.

     

    With
respect to this investment in the Shares, your:

     

    
      
        
          	
                  Investment
      Objectives: 

                	
                   ̈Aggressive
      Growth

                	
                   ̈Speculation

                	 
      
	 	 	 	 
	
                  Risk
      Tolerance: 

                	
                   ̈Low
      Risk 

                	
                   ̈Moderate
      Risk 

                	
                   ̈High
      Risk

                


        

      

    

    


    Are you
associated with a FINRA Member
Firm?          ̈Yes       ̈No

     

    
      Your
initials (purchaser and co-purchaser, if applicable) are required for each item
below:

    

     

    
      	
              ____  
      ____ 

            	
              I/We
      understand that this investment is not
  guaranteed.

            


    

     

    
      	
              ____  
      ____ 

            	
              I/We
      are aware that this investment is not
liquid.

            


    

     

    
      	
              ____  
      ____ 

            	
              I/We
      are sophisticated in financial and business affairs and areable to
      evaluate the risks and merits of an investment in
      thisoffering.

            


    

     

    
      	
              ____  
      ____ 

            	
              I/We
      confirm that this investment is considered “high risk.” (This type of
      investment is considered high risk due to the inherent risksincludinglack
      of liquidity and lack of diversification.  Success or failure
      of private placements such as this is dependent on the corporate issuer
      ofthese securities and is outside the control of the investors. While
      potential loss is limited to the amount invested,such loss is
      possible.)

            


    

     

    
      FINRA
Affiliation

    

     

    Are you
affiliated directly or indirectly with a member broker-dealer firm of the
Financial Industry Regulatory Authority, Inc. as an employee, officer, director,
partner or shareholder or as a relative or member of the same household of an
employee, director, partner or shareholder of a FINRA member broker-dealer
firm?

     

    Yes____   No_____

     

    If the
answer is “yes,” then, in order to purchase securities in the offering, the
Subscriber will need to provide the Issuer with a FINRA member affiliate
certification whereby the FINRA member firm acknowledges the affiliation and its
receipt of the notice required by Article 3, Sections 28(a) and (b) of the Rules
of Fair Practice with respect to an investment in Securities pursuant to the
offering described herein.

     

    
      Anti-Money Laundering
Rules

    

     

    In order
for the Company to comply with applicable anti-money laundering/U.S. Treasury
Department Office of Foreign Assets Control (“OFAC”) rules and regulations,
Subscriber is required to provide the following information:

     

    
      	
              (a)

            	
              Payment
      Information

            


    

     

    (i)      Name
and address (including country) of the bank from which Subscriber’s payment to
the Company is being wired (the “Wiring Bank”):

     

    
      _______________________________________

    

     

    
      _______________________________________

    

     

    
      _______________________________________

    


    
      
         


      

      
        - 14
-

        
          

        

      

      
         


      

    

     

    
      _______________________________________

    

     

    (ii)   Subscriber’s
wiring instructions at the Wiring Bank:

     

    
      _______________________________________

    

     

    
      _______________________________________

    

     

    
      _______________________________________

    

     

    (iii)  Is
the Wiring Bank located in the U.S. or another “FATF Country”*?

     

    
      	
              _____
      Yes

            	
              ______
      No

            


    

     

    
      (iv)    Is
Subscriber a customer of the Wiring Bank?

    

     

    
      	
              _____
      Yes

            	
              ______
      No

            


    

     

    (b)   Additional
Information

     

    Investors
wishing to subscribe must provide the following additional information or
documents unless you have previously delivered such information to the Company
or to a Placement Agent for the Offering as part of the establishment of your
account at the Placement Agent.

     

    
      	
               
      

            	
              For
      Individual Investors:

            


    

     

    
      	
              ____

            	
              A
      government issued form of picture identification (e.g., passport or
      drivers license).

            


    

     

    
      	
              ____

            	
              Proof
      of the individual’s current address (e.g., current utility bill), if not
      included in the form of picture
identification.

            


    

     

    
      	
              ____

            	
              One
      or more of the above documentations has previously provided to Placement
      Agent.

            


    

     

    
      	
               
      

            	
              For
      Funds of Funds or Entities that Invest on Behalf of Third
      Parties:

            


    

     

    
      	
              _____

            	
              A
      certificate of due formation and organization and continued authorization
      to conduct business in the jurisdiction of its organization (e.g.,
      certificate of good standing).

            


    

     

    
      	
              _____

            	
              An
      “incumbency certificate” attesting to the title of the individual
      executing these subscription materials on behalf of the prospective
      investor.

            


    

     

    
      	
              _____

            	
              A
      completed copy of a certification that the entity has adequate anti-money
      laundering policies and procedures (“AML Policies and Procedures”) in
      place that are consistent with the USA PATRIOT Act, OFAC and other
      relevant federal, state or non-U.S. anti-money laundering laws and
      regulations (with a copy of the entity’s current AML Policies and
      Procedures to which such certification
relates).

            


    

     

    
      	
              _____

            	
              A
      letter of reference for any entity not located in the U.S. or other FATF
      country, from the entity’s local office of a reputable bank or brokerage
      firm that is incorporated, or has its principal place of business located,
      in the U.S. or other FATF Country certifying that the prospective investor
      maintains an account at such bank/brokerage firm for a length of time and
      containing a statement affirming the prospective investor’s
      integrity.

            


    

     

      
        

      

    

    * As of
the date hereof, countries that are members of the Financial Action Task Force
on Money Laundering (“FATF Country”)
are:  Argentina, Australia, Austria, Belgium, Brazil, Canada, Denmark,
Finland, France, Germany, Greece, Hong Kong, Iceland, Ireland, Italy, Japan,
Luxembourg, Mexico, Kingdom of the Netherlands, New Zealand, Norway, Portugal,
Russian Federation, Singapore, South Africa, Spain, Sweden, Switzerland, Turkey,
United Kingdom and the United States of America.

     

    
      
         


      

      
        - 15
-

        
          

        

      

      
         


      

    

     

    
      	
              ____

            	
              One
      or more of the above documentations has previously provided to Placement
      Agent.

            


    

     

    
      	
               
      

            	
              For
      all other Entity Investors:

            


    

     

    
      	
              _____

            	
              A
      certificate of due formation and organization and
      continued  authorization to conduct business in the jurisdiction
      of its organization (e.g., certificate of good
  standing).

            


    

     

    
      	
              _____

            	
              An
      “incumbency certificate” attesting to the title of the individual
      executing these subscription materials on behalf of the prospective
      investor.

            


    

     

    
      	
              _____

            	
              A
      letter of reference from the entity’s local office of a reputable bank or
      brokerage firm that is incorporated, or has its principal place of
      business located, in the U.S. or other FATF Country certifying that the
      prospective investor maintains an account at such bank/brokerage firm for
      a length of time and containing a statement affirming the prospective
      investor’s integrity.

            


    

     

    
      	
              _____

            	
              If
      the prospective investor is a privately-held entity, a certified list of
      the names of every person or entity who is directly or indirectly the
      beneficial owner of 25% or more of any voting or non-voting class of
      equity interests of the Subscriber, including (i) country of citizenship
      (for individuals) or principal place of business (for entities) and, (ii)
      for individuals, such individual’s principal employer and
      position.

            


    

     

    If the
prospective investor is a trust, a certified list of (i) the names of the
current beneficiaries of the trust that have, directly or indirectly, 25% or
more of any interest in the trust, (ii) the name of the settlor of the trust,
(iii) the name(s) of the trustee(s) of the trust, and (iv) the country of
citizenship (for individuals) or principal place of business (for
entities).

     

    
      	
              _____

            	
              One
      or more of the above documentations has previously provided to Placement
      Agent.

            


    

     

    The
Subscriber hereby represents and warrants that all of its answers to this
Investor Questionnaire are true as of the date of its execution of the
Subscription Agreement pursuant to which it purchased the Shares.

     

    
      
        	
                  

              	 
      	
                  

              
	
                Name
      of Purchaser  [please print]

              	 
      	
                Name
      of Co-Purchaser  [please print]

              
	 
      	 
      	 
      
	
                  

              	 
      	
                  

              
	
                Signature
      of Purchaser (Entities please

              	 
      	
                Signature
      of Co-Purchaser

              
	
                provide
      signature of Purchaser’s duly

              	 
      	 
      
	
                authorized
      signatory.)

              	 
      	 
      
	 
      	 
      	 
      
	
                  

              	 
      	 
      
	
                Name
      of Signatory (Entities only)

              	 
      	 
      
	 
      	 
      	 
      
	
                  

              	 
      	 
      
	
                Title
      of Signatory (Entities only)

              	 
      	 
      


      

    


    
      
         


      

      
        - 16
-

        
          

        

      

      
         


      

    


    VERIFICATION
OF INVESTMENT ADVISOR/BROKER

     

    I state
that I am familiar with the financial affairs and investment objectives of the
investor named above and reasonably believe that a purchase of the securities is
a suitable investment for this investor and that the investor, either
individually or together with his or her purchaser representative, understands
the terms of and is able to evaluate the merits of this offering.  I
acknowledge:

     

    
      	
               
      

            	
              (a)

            	
              that
      I have reviewed the Subscription Agreement and forms of securities
      presented to me, and attachments (if any)
  thereto;

            


    

     

    
      	
               
      

            	
              (b)

            	
              that
      the Subscription Agreement and attachments thereto have been fully
      completed and executed by the appropriate party;
  and

            


    

     

    
      	
               
      

            	
              (c)

            	
              that
      the subscription will be deemed received by the Company upon acceptance of
      the Subscription Agreement.

            


    

     

    
      Deposit
securities from this offering directly to purchaser’s
account?     oYes     oNo

    

     

    
      	
               
      

            	
              If
      “Yes,” please indicate the account number:
      _____________________________________

            


    

     

    
      
        	
                  

              	 
      	
                  

              
	
                Broker/Dealer

              	 
      	
                Account
      Executive

              
	 
      	 
      	 
      
	
                  

              	 
      	
                  

              
	
                (Name
      of Broker/Dealer)

              	 
      	
                (Signature)

              
	 
      	 
      	 
      
	
                  

              	 
      	
                  

              
	
                (Street
      Address of Broker/Dealer Office)

              	 
      	
                (Print
      Name)

              
	 
      	 
      	 
      
	
                  

              	 
      	
                  

              
	
                (City
      of Broker/Dealer
    Office)  (State)  (Zip)

              	 
      	
                (Representative
      I.D. Number)

              
	 
      	 
      	 
      
	
                  

              	 
      	
                  

              
	
                (Telephone
      Number of Broker/Dealer Office)

              	 
      	
                (Date)

              
	 
      	 
      	 
      
	
                  

              	 
      	
                  

              
	
                (Fax
      Number of Broker/Dealer Office)

              	 
      	
                (E-mail
      Address of Account
Executive)

              


      

    


    
      
         


      

      
        - 17
-

        
          

        

      

      
         


      

    


    Exhibit
A

    


    Wire
Instructions

    


    


    PLEASE
WIRE IN U.S. DOLLARS


    
      
         


      

      
         

        
          

        

      

      
         


      

    


    Exhibit
B

    


    ESCROW
AGREEMENT


    
      
         


      

      
        - 19
-