Unassociated Document


    1,000
Units

     

    Klein
Retail Centers, Inc.

     

    $10,000,000
in Aggregate Principal Amount of 10% Convertible Notes and

    Accompanying
Warrants

     

    (Each
Unit consisting of a $10,000 three-year convertible 10% promissory note
(“Note”), convertible at any time

    until
maturity into shares of the Company’s common stock, par value $0.001 per share
(“Common Stock”), at

    the
rate of $5.00 of outstanding Note balance per share, and an accompanying warrant
to purchase 1,600

    additional
shares of Company Common Stock, at the exercise price of $6.00 per share
(“Warrant”)

    (Minimum
Desired Purchase Amount: 1 Unit ($10,000)

    MANAGING PLACEMENT AGENT
AGREEMENT

     

    July 1,
2009

     

    Freedom
Investors Corp.

    333
Bishops Way, Suite 122

    Brookfield,
Wisconsin 53005

     

    Gentlemen:

     

    Klein
Retail Centers, Inc., a Delaware corporation (“Company”), hereby confirms its
agreement with you, as Managing Placement Agent, as follows:

     

    1. Description of the
Offering. The Company proposes to offer, offer for sale and sell, to
qualified investors, a minimum of twenty (20) Units (“Minimum Offering”) and a
maximum of 1,000 Units (“Maximum Offering”), pursuant to a private placement
memorandum (“Memorandum”) dated July 1, 2009 (“Offering”). Each Unit consists of
one (1) $10,000 three-year convertible 10% promissory note (“Note”), convertible
at any time until maturity into shares of the Company’s common stock, par value
$0.001 per share (“Common Stock”), at the rate of $5.00 of outstanding Note
balance per share, and an accompanying warrant to purchase 1,600 additional
shares of Company Common Stock, at the exercise price of $6.00 per share
(“Warrant”). Any Warrant not exercised within 60 months of the conclusion of the
Offering will lapse. The price of one Unit is $10,000 cash. The preferred
minimum purchase per investor is one Unit; provided, however, that the Company
may, in its sole discretion, allow an investor to purchase a fractional
Unit.

     

    The
Offering may be terminated at any time at the discretion of the Company. The
Company reserves the right to refuse to sell Units to any person at any
time.

     

    The
Company and the Offering are more fully described in the Memorandum. All terms
used in this Agreement, unless specifically defined herein, shall have the same
meanings as set forth in the Memorandum.

     

    2. Representations and
Warranties of the Company. The Company hereby represents and warrants to,
and agrees with, you as follows:

     

    (a) The
offer, offer for sale, and sale of the Units have not been and will not be
registered with the United States Securities and Exchange Commission
(“Commission”). The Units are to be offered, offered for sale, and sold in
reliance upon exemptions from the registration requirements of Section 5 of the
Securities Act of 1933, as amended (“Securities Act”), including one or more of
the exemptions provided by Section 4(2) of such Act and Regulation D
(“Regulation D”) of the General Rules and Regulations (“Rules and Regulations”)
promulgated by the Commission there under.

     

    (b) The
Memorandum (including any exhibits thereto) has been prepared by the Company and
contains all material information specified in the Securities Act and the Rules
and Regulations, including all information required to be furnished under Rule
502(b)(2) of Regulation D. As of the date of the Memorandum and at all times
subsequent thereto up to and including the final Closing (as hereinafter
defined) or termination of the Offering pursuant to Section 14 hereof, the
Memorandum and any amendments and supplements thereto (i) will contain all
statements which are required to be included therein in order to qualify the
offer, offer for sale and sale of the Units for exemption from registration
under the Securities Act, in accordance with the Securities Act and the Rules
and Regulations, and will in all material respects conform to the requirements
of the Securities Act and the Rules and Regulations with respect to such
exemption from registration and (ii) will not contain any untrue statement of
any material fact or omit to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading, except that the foregoing does not apply
to statements or omissions made in reliance upon and in conformity with written
information furnished to the Company by you or by any other Placement Agent
through you specifically for use therein


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Freedom
Investors Corp.

    333
Bishops Way, Suite 122

    Brookfield,
Wisconsin 53005

    Page
2

     

    (c) All
material contracts or other documents which are, pursuant to the Rules and
Regulations or state securities laws and regulations, required to be included as
exhibits to or described in the Memorandum have been so included or
described.

     

    (d)
Neither the Company, nor any of its predecessors or affiliates have, to the best
of their knowledge, within the six (6) calendar months preceding the date of
this Agreement, offered, offered to sell, offered for sale, or sold any Units,
or any other securities, the offer or sale of which securities would be
“integrated” by the Commission or the courts under the standards of existing
judicial interpretations or the Rules or Regulations with offers, offers to
sell, offers for sale or sales of the Units proposed to be made pursuant hereto,
for the purpose of determining whether a public offering of Units had been made
or for the purpose of determining the aggregate amount of the securities
offered.

     

    (e) The
Company has been duly organized and is validly existing as a corporation in good
standing under laws of the State of Delaware, with full power and authority to
own its property and conduct its business as now conducted, and is duly
qualified to do business as a foreign corporation in good standing in all other
jurisdictions where the ownership or leasing of its property or the conduct of
its business requires such qualification; the Company has acquired, or will
acquire as necessary to conduct its business as described in the Memorandum, all
permits, licenses and other authorizations required under applicable law to
conduct its business in all jurisdictions where such permits, licenses or
authorizations are required.

     

    (f) The
Company does not own an equity interest in any corporation, partnership, joint
venture, association or other entity of any nature, and you shall be promptly
advised as to any change with respect to the foregoing representation; any
provision of this Agreement which conflicts with this subsection shall be
controlled hereby.

     

    (g) The
Company has full legal right, power and authority to enter into this Agreement
and to issue, sell and deliver its Units as described herein and in the
Memorandum; this Agreement (i) has been duly authorized, executed and delivered
by the Company, (ii) constitutes the legal, valid and binding obligation of the
Company, and (iii), subject to applicable bankruptcy, insolvency and other laws
affecting the enforceability of creditors' rights generally, is enforceable as
to the Company in accordance with its terms, specific performance hereof being
limited by general principles of equity and the enforceability of the
indemnification provisions hereof. No consent, approval, authorization or other
order of or filing with any governmental authority is required for the
execution, delivery or performance of this Agreement by the Company or the
consummation by the Company of the transactions contemplated hereby, except as
may be required under the Securities Act, the Securities Exchange Act of 1934,
as amended (“Exchange Act”), or state securities or “blue sky” laws in
connection with the offer for sale and sale of Units as described herein and in
the Memorandum.

     

    (h) The
Company is not (i) in violation of its Articles of Incorporation, its Bylaws, or
with respect to any order, writ, injunction or decree of any court, governmental
agency or body or arbitration tribunal or (ii) in default under any indenture,
mortgage, deed of trust, loan agreement, lease or other agreement or instrument
to which the Company is a party or to which it or its property is subject and
which is of material significance in respect of the Company business or
financial condition as described in the Memorandum.

     

    (i) The
Company has not made any payment or transferred any funds or assets, conferred
any personal benefit by use of such assets or received any funds, assets or
benefits in violation of any law or regulation; no funds of the Company have
been set aside to be used for any payment prohibited by law.

     

    (j)
Except as described or referred to in the Memorandum, there is not pending, or,
to the knowledge of the Company, threatened, any action, suit, proceeding,
inquiry or investigation to which the Company is a party, or to which the
property of the Company is subject, before or brought by any court, governmental
agency or body or arbitration tribunal, which, if determined adversely to the
Company, would result in any material adverse change in the business, financial
position, net worth, results of operations or prospects of the Company, or
materially and adversely affect its property or assets.

     

    (k) The
execution, delivery and performance of this Agreement by the Company and the
consummation by the Company of the transactions contemplated hereby and by the
Memorandum will not conflict with or result in a breach or violation by the
Company of any of the terms or provisions of, constitute a default in any
material respect under, or result in the creation of any lien, charge, security
interest or encumbrance (except as otherwise described in the Memorandum) upon
any of the assets of the Company pursuant to the terms of, (i) any indenture,
mortgage, deed of trust, loan agreement, lease or other agreement or instrument
to which the Company is a party or to which it or its property is subject, (ii)
its Articles of Incorporation or its Bylaws or (iii) any statute, judgment,
decree, order, rule or regulation, applicable to the Company, of any court or
governmental agency or body having jurisdiction over the Company or its
property.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Freedom
Investors Corp.

    333
Bishops Way, Suite 122

    Brookfield,
Wisconsin 53005

    Page
3

     

    (l) The
Company has authorized the Units (and the component securities thereof), and the
shares of Common Stock issuable upon the exercise of Warrants, all as set forth
in the Memorandum. All outstanding Units (and the component securities thereof),
Warrants , and shares of Common Stock issuable upon the exercise of Warrants,
have been duly authorized, validly and legally issued and are fully paid and
non-assessable; such securities have not been issued in violation of or subject
to any preemptive rights provided by law or by the Company's Articles of
Incorporation or Bylaws. The Units and such securities conform in all material
respects to all statements with respect thereto contained in the Memorandum, and
such statements conform to the provisions set forth in the Articles of
Incorporation and Bylaws of the Company. The Units and all securities to be sold
in the Offering, upon receipt by the Company of full payment therefore and
delivery at the Initial Closing (as herein defined) or an Additional Closing (as
herein defined), will be duly authorized, validly and legally issued, fully paid
and nonassessable; no Unit will have been issued in violation of or subject to
any preemptive rights provided for by law or by the Company's Articles of
Incorporation or Bylaws or will be subject to any lien, claim, encumbrance,
security interest, preemptive rights or any other claim of any third
party.

     

    (m) The
financial statements and related notes included in the Memorandum or, any
amendments or supplements thereto, present fairly the financial position,
results of operations and changes in financial position of the entities
purported to be shown thereby at the dates and for the periods indicated and
have been prepared in accordance with generally accepted accounting principles
applied on a consistent basis, except as otherwise stated therein.

     

    (n) The
Company has filed all federal, state and local income and franchise tax returns
required to be filed through the date hereof and has paid all taxes due; no tax
deficiency has been, nor does the Company have knowledge of any tax deficiency
which might be, asserted against it which, if determined adversely, could
materially affect the earnings, assets, affairs, business prospects or condition
(financial or other) of the Company.

     

    (o) Since
inception, the Company has not sustained any material loss or interference with
its business or property from fire, flood, hurricane, accident or other calamity
(whether or not covered by insurance), or from any labor dispute or judicial or
governmental action, order or decree, except in each case as described in or
contemplated by the Memorandum or any amendments or supplements thereto;
subsequent to the respective dates as of which information is given in the
Memorandum (including any amendments or supplements thereto), the Company has
not incurred any material liabilities or obligations, direct or contingent, or
entered into any material transactions, not in the ordinary course of business,
and there has not been any material change in the Company equity or long-term
debt, or any material adverse change, or any development involving a prospective
material adverse change, in the business, financial position, net worth, results
of operations or prospects of the Company, except in each case as described in
or contemplated by the Memorandum or any amendments or supplements thereto;
subsequent to the respective dates as of which information is given in the
Memorandum (including any amendments or supplements thereto) through the final
Closing Date or termination of the Offering pursuant to Section 14 hereof, the
Company shall not incur any material liabilities or obligations (direct or
contingent), enter into any material transactions not in the ordinary course of
business, issue any options, warrants or rights to purchase Units or allocate or
make any distribution in respect of Units, except in each case as described in
or contemplated by the Memorandum or any amendments or supplements
thereto.

     

    (p) The
Company keeps accurate books and records and maintains internal accounting
controls which provide reasonable assurance that (i) transactions are executed
in accordance with management's authorization, (ii) transactions are recorded as
necessary to permit preparation of its financial statements and to maintain
accountability for its assets, (iii) access to its assets is permitted only in
accordance with management's authorization and (iv) the reported accountability
for its assets is compared with existing assets at reasonable
intervals.

     

    (q) The
Company owns, or possesses the requisite licenses or other rights to use, all
trademarks, service marks, service names, trade names and patents, rights,
license rights, copyrights or other rights (collectively, “Intangibles”)
necessary for, or currently used in, the conduct of its business as described in
or contemplated by the Memorandum; there is no claim or action by any person
pertaining to (or proceeding pending or threatened which challenges) the rights
of the Company with respect to any Intangibles used in or necessary to the
operation of the Company in the conduct of its business as described in or
contemplated by the Memorandum; and the Company's products, services and
processes have not infringed and do not infringe, and will not as planned
infringe upon the proprietary rights held or asserted by third parties, which
infringement if resolved adversely to the Company, could materially affect
adversely the earnings, assets, affairs, business prospects or condition
(financial and other) of the Company.

     

    (r) There
are no holders of securities of the Company who, pursuant to any agreement,
understanding or otherwise, have any right to have securities of the Company
registered under the Securities Act except as disclosed in the
Memorandum.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Freedom
Investors Corp.

    333
Bishops Way, Suite 122

    Brookfield,
Wisconsin 53005

    Page
4

     

    (s) For a
period of five years from the final Closing Date or termination of the Offering
pursuant to Section 14 hereof, neither the Company nor any of its affiliates
will solicit the financial participation of any person who has been introduced
to the Company or any of its affiliates by or through you in connection with
this Offering regarding an investment in any other investment vehicle with which
the Company or any of its affiliates is in any way connected; provided, however,
that nothing in this Subsection (s) will prohibit a person introduced to the
Company or any of its affiliates by or through you in connection with this
Offering from investing in any other investment vehicle with which the Company
or any of its affiliates is in any way connected if such person is
introduced to such investment vehicle by an independent broker-dealer. The
Company and its affiliates recognize that those persons or entities that have
been introduced to them by you have an existing valuable relationship with you.
The Company and its affiliates further recognize the proprietary nature of your
customer lists and such relationship, the confidentiality of which is essential
to your business. Neither the Company nor any of its affiliates will refer any
person introduced to them by you to any other broker-dealer or affiliate
thereof, or provide any other broker-dealer access to the names of any persons
introduced to the Company or any of its affiliates by you.

     

    3. Representations and
Warranties of the Managing Placement Agent. You hereby represent and
warrant to, and agree with, the Company as follows:

     

    (a) You
are a corporation duly organized, validly existing and in good standing under
the laws of the jurisdiction in which you are incorporated, with all requisite
power and authority to enter into this Agreement and to carry out your
obligations hereunder.

     

    (b) This
Agreement (i) has been duly authorized, executed and delivered by you, (ii)
constitutes your legal, valid and binding obligation, and (iii) subject to
applicable bankruptcy, insolvency and other laws affecting the enforceability of
creditors' rights generally, is enforceable as to you in accordance with its
terms, specific performance hereof being limited by general principles of equity
and the enforceability of the indemnification provisions hereof.

     

    (c) The
execution, delivery and performance of this Agreement by you and the
consummation by you of the transactions contemplated hereby and by the
Memorandum will not conflict with or result in a breach or violation by you of
any of the terms or provisions of, or constitute a default in any material
respect under, (i) any indenture, mortgage, deed of trust, loan agreement, lease
or other agreement or instrument to which you are a party or to which you or
your property are subject, (ii) your corporate charter or bylaws or (iii) any
statute, judgment, decree, order, rule or regulation applicable to you of any
court or governmental agency or body having jurisdiction over you, your
affiliates or your property.

     

    (d) You
are, and at all times through the final Closing Date (as herein defined) shall
remain, duly registered pursuant to the provisions of the Exchange Act, and a
broker-dealer duly registered as such in those states in which you are required
to be so registered in order to carry out the Offering as contemplated by the
Memorandum; you are, and at all times through the final Closing Date shall
remain, a member in good standing of the Financial Industry Regulatory Authority
(“FINRA”); if a foreign dealer, you shall, when procuring subscribers in the
United States, conform to the Rules of Fair Practice of FINRA and, if not
eligible for membership in FINRA, when making sales outside of the United
States, shall not make sales to United States citizens; you will not re-allow
discounts or pay commissions or other compensation for participation in the
distribution of the Offering to any broker-dealer which is not a member of
FINRA, including foreign broker-dealers registered under the Exchange Act; you
shall act as an independent contractor, and nothing herein shall constitute you
an employee of the Company; you shall not make sales of Units to discretionary
accounts.

     

    (e) In
connection with the offer, offer for sale and sale of the Units, you (and your
representatives and agents) shall conform to and comply with (i) the provisions
of the Rules of Fair Practice of FINRA, (ii) applicable provisions of federal
law, including without limitation the Securities Act, the Exchange Act and the
rules and regulations promulgated by the Commission under such statutes, and
(iii) applicable state securities laws, rules and regulations, including without
limitation those referred to in such letters regarding state securities and
“blue sky” matters (“Blue Sky Letters”) as are prepared by counsel for the
Company and sent to you from time to time, with regard to, among other things,
the period during which and conditions under which the Units may be offered,
offered for sale and sold in various states; you shall not distribute the
Memorandum or otherwise commence the Offering in any jurisdiction without prior
written confirmation from the Company or its counsel that the Offering may be
commenced under applicable securities laws, rules and regulations.

     

    (f)
Pursuant to your appointment made in Section 7 hereof, you will use your best
efforts to procure subscribers for the Units and will conduct the Offering in
compliance with the suitability standards set forth in the Memorandum and with
the requirements of Regulation D; accordingly, as of each Closing Date (as
herein defined), you will have:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Freedom
Investors Corp.

    333
Bishops Way, Suite 122

    Brookfield,
Wisconsin 53005

    Page
5

     

    
      (i) not
made any untrue statement of a material fact and not omitted to state a material
fact required to be stated or necessary to make any statement made not
misleading, to the extent any representations are made by you concerning the
Offering or matters set forth in the Memorandum other than those set forth in
the Memorandum;

    

     

    (ii) not
offered, offered for sale, or sold the Units by means of:

     

    
      
        	 	
                (A)

              	
                any
      advertisement, article, notice, or other communication mentioning the
      Units published in any newspaper, magazine or similar medium or broadcast
      over television or radio;

              


      

    

     

    
      
        	 	
                (B)

              	
                any
      seminar or meeting, the attendees of which have been invited by any
      general solicitation or general advertising;
or

              


      

    

     

    
      
        	 	
                (C)

              	
                any
      letter, circular, notice, or other written communication, unless the
      communication is accompanied or preceded by the
  Memorandum;

              


      

    

     

    
      (iii)
prior to the sale of any Units, reasonably believed that each subscriber and his
or her purchaser representative, if any, met the suitability and other investor
standards set forth in the Memorandum and the Blue Sky Letters, and you will
have prepared and maintained, for your benefit and the benefit of the Company,
file memoranda and other appropriate records substantiating the
foregoing;

    

     

    
      (iv) only
used sales materials other than the Memorandum which have been approved for use
in the Offering by the Company, and refrained from providing any such materials
to any offeree, unless such materials were accompanied or preceded by the
Memorandum;

    

     

    (v)
provide each offeree with a copy of the Memorandum;

     

    
      (vi)
promptly distributed any amendment or supplement to the Memorandum provided to
you pursuant to Section 4(d) of this Agreement to persons who had previously
received a copy of the Memorandum from you and who you believed continued to be
interested in the Units and have included such amendment or supplement in all
deliveries of the Memorandum made after receipt of any such amendment or
supplement; and

    

     

    
      (vii) not
made any representations on behalf of the Company other than those contained in
the Memorandum, nor shall you have acted as an agent of the Company or for the
Company in any other capacity except as expressly set forth
herein.

    

     

    4. Covenants of the
Company. The Company covenants and agrees with you as
follows:

     

    (a) The
Company will use its best efforts to conduct the Offering in compliance with the
requirements of Regulation D; accordingly, the Company will (i) cause to be
prepared, executed and timely filed with the Commission such notices on
Form D as are required by Rule 503 of Regulation D and will take all action
necessary to comply with Rule 503 of Regulation D, (ii) limit the number of
persons from which it will accept subscriptions so that only persons who qualify
as “accredited” are permitted to invest, as that term is defined by Regulation
D, (iii) provide to each prospective purchaser of Units, and his or her
representative, if any, such information, documents and instruments as may be
requested and which is or are required to be provided pursuant to Paragraphs
(b)(2)(iv) and (v) of Rule 502 of Regulation D, (iv) not offer to sell or sell
any of the Units by means of any form of general solicitation or general
advertising within the meaning of Rule 502(c) of Regulation D and (v) otherwise
comply insofar as it is able with all requirements imposed upon it by the
Securities Act and the Rules and Regulations to the extent necessary to permit
the continuance of the Offering in accordance with the provisions hereof and of
the Memorandum; further, the Company and its affiliates shall not during the
term of the Offering nor for a period of six (6) calendar months following the
final Closing Date (as herein defined) or termination of the Offering pursuant
to Section 14 hereof, directly or indirectly, offer, offer or contract to sell,
sell, grant any option to purchase or otherwise dispose of any of its securities
(including any resales of Units acquired by the Company or its affiliates),
except and to the extent any such offer or sale shall not jeopardize reliance
upon the availability of exemptions from registration and qualification
requirements of applicable federal and state securities laws relied upon with
respect to the offer and sale of the Units contemplated by this Agreement; and
no such offer, offer or contract to sell, sale, grant of option to purchase or
other disposition of any of its securities (including any resale’s of Units
acquired by the Company or its affiliates) shall be made during the term of the
Offering nor for a period of six (6) calendar months following the final Closing
Date or termination of the Offering pursuant to Section 14 hereof unless you
shall have received at least thirty (30) days advance notice of such offer or
sale and provided that the Company shall not have received notice of your
objection or the objection of your counsel during such thirty (30)-day notice
period.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Freedom
Investors Corp.

    333
Bishops Way, Suite 122

    Brookfield,
Wisconsin 53005

    Page
6

     

    (b) The
Company will promptly notify you (and confirm any oral notice in writing) of the
issuance by the Commission or by any state securities administrator of any stop
order or other order enjoining the offer, sale, or offer for sale of the Units
or enjoining the use of the Memorandum in connection with the offer, offer for
sale, or sale of the Units, or of the initiation of any proceedings for that
purpose. The Company will make every reasonable effort to prevent the issuance
of any such stop order and, if any such stop order shall at any time be issued,
to obtain the lifting thereof as promptly as possible.

     

    (c) The
Company will (i) use its best efforts to qualify the Units for sale under the
securities or “blue sky” laws of Wisconsin and such other jurisdictions as are
agreed upon in writing between you and the Company, (ii) make applications and
furnish such information as may reasonably be required in connection therewith
and (iii) continue such qualifications in effect for so long as may be necessary
to complete the Offering, provided, however, that the Company shall not be
required to qualify as a foreign Company or a dealer in securities, except in
jurisdictions where such qualification of the Company as a dealer in securities
is necessary to qualify the Units for sale.

     

    (d) Until
the final Closing Date (as herein defined) or termination of the Offering
pursuant to Section 14 hereof, if any event occurs as a result of which the
Memorandum as then amended or supplemented would include any untrue statement of
a material fact, or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they are made,
not misleading, or if it is necessary to amend or supplement the Memorandum to
comply with the Securities Act, the Rules and Regulations or the securities or
“blue sky” laws of any jurisdiction in which the Units is qualified for sale
pursuant to subsection (c) above, the Company will forthwith, at its own
expense, prepare and furnish to you a reasonable number of copies of an
amendment or supplement to the Memorandum which will correct such statement or
omission or effect such compliance.

     

    (e) The
Company has delivered or will deliver to you such number of serially numbered
copies of the Memorandum and all amendments and supplements thereto, heretofore
or hereafter made, including all exhibits and other documents included therein,
as you may reasonably require from time to time during the course of the
Offering. In addition, the Company has delivered or will deliver to you such
number of copies of a subscription booklet for use by investors as correspond to
the copies provided of the Memorandum.

     

    (f) Prior
to each Closing (as herein defined), the Company will review the file memoranda
or other records maintained by you and all other Selected Placement Agents (as
herein defined) substantiating the suitability of the subscribers to be admitted
at that Closing, and prior to each Closing will have reasonable grounds to
believe and in fact will believe that each subscriber meets the suitability
standards set forth in the Memorandum and in the Blue Sky Letters.

     

    (g) The
Initial Closing (as herein defined) shall not take place unless and until (i)
all the conditions of your obligations set forth in Section 10 of this Agreement
relating to such Initial Closing are satisfied and (ii) cleared funds in respect
of subscriptions for at least twenty (20) Units have been received by the Escrow
Agent under the terms of the Escrow Agreement by November 30, 2009, unless
extended by written agreement between you and the Company. In the event the
Offering is terminated for any reason before the Initial Closing takes place,
all funds advanced by subscribers for Units will be promptly returned directly
to them, without interest or deduction, as provided in the Escrow
Agreement.

     

    (h) The
Company will apply the net proceeds from the sale of the Units as set forth in
the Memorandum.

     

    (i) The
Company will make available for inspection by you or your authorized
representative, at its principal office during normal business hours, any
information and documents relating to the business and operations of the Company
as you may reasonably request and as are available to the Company or obtainable
by it without unreasonable effort or expense.

     

    (j) The
Company will cause to be prepared and delivered to you, prior to use, copies of
changed, amended, or altered offering documents which are prepared by it
following the date of this Agreement.

     

    (k)
Through the final Closing Date (as herein defined), to the extent any
representations other than those set forth in the Memorandum are made by them,
neither the Company nor any of its affiliates will make any untrue statements of
a material fact or omit to state a material fact required to be stated or
necessary to make any statement made, in light of the circumstances under which
it was made, not misleading concerning the Offering or any matters set forth in
or contemplated by the Memorandum.

     

    (l) There
shall be delivered to your counsel, within ten (10) days of filing by the
Company, a copy of each transmittal letter and Form D filed with the
Commission.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Freedom
Investors Corp.

    333
Bishops Way, Suite 122

    Brookfield,
Wisconsin 53005

    Page
7

     

    (m) For
five (5) years following the date of the Memorandum, the Company will furnish to
you copies of all reports and other communications (financial or other)
furnished by the Company to its security holders and, as soon as available,
copies of any reports or financial statements furnished or filed by the Company
to or with the Commission, the securities administrator of any state or any
national securities exchange.

     

    5. Covenants of the Placement
Agent. Pursuant to your appointment made in Section 7 hereof, you will in
good faith use your best efforts to procure subscribers for the Units in a
manner intended to be in compliance with the suitability standards set forth in
the Memorandum and with the requirements of Regulation D; accordingly, as of the
Initial Closing Date (as herein defined) and each Additional Closing Date (as
herein defined), you will have:

     

    
      
        	 	
                (a)

              	
                not
      made any untrue statement of a material fact and not omitted to state a
      material fact required to be stated or necessary to make any statement
      made not misleading, to the extent any representations are made by you
      concerning the Offering or matters set forth in the Memorandum other than
      those set forth in the Memorandum;
and

              


      

    

     

    
      
        	 	
                (b)

              	
                not
      offered, offered for sale, or sold the Units by means
  of:

              


      

    

     

    (i)   
any advertisement, article, notice, or other communication mentioning the Units
published in any newspaper, magazine or similar medium or broadcast over
television or radio;

     

    (ii)  
any seminar or meeting, the attendees of which have been invited by any general
solicitation or general advertising; or

     

    (iii)
 any letter, circular, notice, or other written communication, unless the
communication is accompanied or preceded by the Memorandum:

     

    6. State Qualifications.
The Company further represents and warrants to, and agrees with, you as
follows:

     

    (a) The
Company will take all necessary action and file all forms and documents
necessary to either qualify or register the Units for sale or exempt the Units
from such qualification or registration in the State of Wisconsin and such other
jurisdictions as are agreed upon in writing between you and the Company; the
Company will take all necessary action and file all forms and documents
necessary to either qualify or register the Units for sale or exempt the Units
from such qualification or registration in such other states as you and the
Company shall agree upon in writing.

     

    (b) The
Company or its counsel will provide you or your counsel with copies, at the time
they are filed, of all correspondence, applications, forms, and other documents
filed with each jurisdiction where the Units is to be registered or qualified or
offered in an exempt transaction; upon receipt of notification by the Company of
the qualification, registration, or exemption of the Units by an applicable
jurisdiction, the Company or its counsel will promptly notify you or your
counsel in writing of such action, which writing shall summarize the conditions
and other requirements imposed by such jurisdiction in granting such
qualification, registration or exemption, including offeree qualification or
suitability and broker-dealer and agent registration requirements applicable to
the conduct of the Offering; you shall not offer or sell the Units in any
jurisdiction until receipt of such written notification from the Company or its
counsel.

     

    (c) In
each jurisdiction where the Units have been registered or qualified or are
offered or sold in an exempt transaction as provided above, the Company will
make and file such statements, documents, materials, and reports in each year as
are or may be required to be made or filed either by the Company under the laws
of such jurisdiction.

     

    (d) The
Company will promptly provide to you for delivery to all offerees and purchasers
and their representatives, if any, any additional information, documents and
instruments which you or the Company deem necessary to comply with the rules,
regulations, and judicial and administrative interpretations respecting
compliance with such exemptions or qualifications and registrations in those
jurisdictions where the Units are to be offered or sold.

     

    7. Purchase, Sale, and Delivery
of the Units. On the basis of the covenants, representations, and
warranties herein contained and subject to the terms and conditions herein set
forth:

     

    (a) The
Company hereby engages you as its exclusive agent to solicit subscriptions for
the Units in accordance with the terms of the Memorandum and this Agreement, and
you agree to use your best efforts to procure such subscriptions. You may,
however, discharge your responsibilities under this Agreement by acting as a
Managing Placement Agent and forming a group of securities dealers (“Selected
Placement Agents”), including you, to procure subscribers for the Units. Any
agreement between you and a securities dealer pursuant to which such securities
dealer becomes a Selected Placement Agent shall require such Selected Placement
Agent to represent and warrant that it will conduct the Offering in the manner
set forth in Sections 3 and 5 of this Agreement. The allocation of Units among
you and the Selected Placement Agents shall be made by you.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Freedom
Investors Corp.

    333
Bishops Way, Suite 122

    Brookfield,
Wisconsin 53005

    Page 8

     

    (b)
Subject to the terms and conditions set forth herein, in consideration of your
execution of this Agreement and performance of your obligations hereunder, the
Company agrees that, at each Closing (as herein defined), you shall receive (i)
commissions in an amount equal to 8%, (ii) a non-accountable expense allowance
equal to 2% and (iii) a due diligence fee equal to 2% of the aggregate purchase
price paid for Units sold by you (or any Selected Placement Agent) and delivered
at such Closing. The Managing Placement Agent, in its sole discretion, may waive
the Selling Commission with respect to any subscription. To the extent that a
participating broker dealer was responsible for an investor's subscription, the
Managing Placement Agent may pay all or a portion of the Selling Commission
earned with respect to such subscription to such participating broker
dealer.

     

    (c) Each
subscriber for Units shall be required to (i) complete and execute triplicate
originals of the subscription agreement (in the form included as an exhibit to
the Memorandum) and any purchaser representative questionnaire or other
document(s) which may be required by you or the Company in connection with such
subscription (collectively, “Subscription Documents”) and (ii) tender payment in
full for the Units subscribed for (“Subscription Payment”); checks representing
Subscription Payments should be made payable to “Klein Retail Center, Inc.
Escrow Account,” and you shall deliver all Subscription Payments received by you
to Century Bank and Trust (“Escrow Agent”), by 12:00, noon, on the business day
following such receipt by any Selected Placement Agent (including you), together
with a schedule setting forth the amount of each such Subscription Payment and
the name, mailing address and state of residence of the subscriber. Subscription
Payments received by the Escrow Agent shall be deposited and administered by it
pursuant to the terms of the agreement between the Company and the Escrow Agent
(“Escrow Agreement”). Concurrently with your delivery of each Subscription
Payment to the Escrow Agent, you shall forward to the Company, at the address
appearing in Section 15 hereof, two (2) executed originals of all related
Subscription Documents, retaining one (1) executed original of all such
Subscription Documents for your records.

     

    (d)
Within ten (10) days following receipt by it of executed Subscription Documents,
the Company shall determine to accept or reject each subscription and shall
notify you and the Escrow Agent orally (to be confirmed in writing). If the
Company elects to accept a subscription, it shall, within fifteen (15) days
following receipt by it of executed Subscription Documents relating thereto,
countersign and forward to the subscriber a counterpart original of the
subscription agreement at the mailing address set forth therein. If the Company
elects to reject a subscription, the related Subscription Payment shall, upon
receipt by the Escrow Agent of oral notice (to be confirmed in writing) from the
Company of such rejection, promptly be returned directly to the subscriber by
the Escrow Agent, without interest thereon or deduction therefrom, pursuant to
the terms of the Escrow Agreement. The Company reserves the right, in its sole
discretion, for any reason, to refuse to sell Units to any person at any
time.

     

    (e) In
the event that cleared funds representing payment in full for at least 20 Units
have not been received by the Escrow Agent under the terms of the Escrow
Agreement by November 30, 2009, unless extended by written agreement between you
and the Company, the Offering will terminate. Provided that cleared funds
representing payment in full for at least 20 Units have been received by the
Escrow Agent under terms of the Escrow Agreement by November 30, 2009, unless
extended by written agreement between you, and the Company, the Company may
continue the Offering until (i) 1,000 Units are sold or (ii) June 30, 2010,
whichever first occurs; the Offering may be terminated at any time prior thereto
at the discretion of the Company, or extended by amendment to this
Agreement.

     

    (f)
Subject to the terms hereof and of the Escrow Agreement, the first disbursement
of subscription proceeds (including disbursement of amounts due to you
hereunder) shall take place not less than five (5) days nor more than fifteen
(15) days following the date upon which cleared funds representing payment in
full for at least twenty (20) Units have been received by the Company under the
terms of the Escrow Agreement, unless otherwise agreed in writing between you
and the Company; such initial disbursement is referred to herein as the “Initial
Closing,” and the date thereof is referred to as the “Initial Closing Date.”
Following the Initial Closing, subscription proceeds shall be disbursed from
time to time as agreed between the Company and the Placement Agent, but not less
frequently than monthly; each such further disbursement of subscription proceeds
is referred to herein as an “Additional Closing,” and the date thereof as an
“Additional Closing Date.” The Initial Closing and Additional Closings are
sometimes referred to herein as a “Closing” or “Closings”; the Initial Closing
Date and Additional Closing Dates are sometimes referred to herein as a “Closing
Date” or “Closing Dates.” The last Closing Date hereunder is referred to herein
as the “final Closing Date”. The date, upon which the Offering shall terminate,
for any reason, is referred to herein as the “Termination Date.”

     

    (f) Each
Closing shall take place at the offices of the Company or, at your option, at
such other place as you may agree upon in writing with the
Company.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Freedom
Investors Corp.

    333
Bishops Way, Suite 122

    Brookfield,
Wisconsin 53005

    Page 9

     

    (g) On or
before each Closing Date, you shall supply to the Company a list setting forth
the name and state of residence of each person to whom you have then distributed
a Memorandum, together with the serial number of the Memorandum so distributed
to each such person and an accounting for each serially-numbered Memorandum not
distributed by you.

     

    (h) After
the final Closing Date, you will not be considered to have any continuing or
future duty or obligation of any kind to the Company. You have not assumed, nor
will you assume or be permitted to assume, any duties, responsibilities, or
obligations with regard to the management, operations or any of the business
affairs of the Company after the final Closing.

     

    8. Further Covenants of the
Company. The Company does not intend to register any Units under the
Securities and Exchange Act of 1934, now or in the future, except as disclosed
in or contemplated by the Memorandum.

     

    9. Expenses of Sale.
Whether or not the transactions contemplated hereunder are consummated or
this Agreement becomes effective or is terminated for any reason, except as
set forth below, the Company will pay (directly or by reimbursement) all costs
and expenses incurred in connection with the Offering, including (a) all costs,
fees and expenses (other than certain legal fees of your counsel and other
out-of-pocket expenses incurred by you, as provided below) incurred in
connection with the performance of the Company's obligations hereunder,
including, without limiting the generality of the foregoing, all costs and
expenses incurred in connection with the registration or qualification of the
Units for sale pursuant the securities or “blue sky” laws and regulations of any
state and the preparation, printing, filing and distribution of the Memorandum
and all amendments and supplements thereto, all in such quantities as you, on
behalf of the Selected Placement Agents, may reasonably require; (b) all costs,
fees and expenses of the Company's counsel, independent public accountants, and
transfer agent(s); all transfer taxes, if any, with respect to transfer, sale
and delivery of the Units (including component securities thereof and Common
Stock issuable upon the exercise of Warrants), and printing of certificates
representing any and all of the foregoing securities; and (c) your reasonable
out-of-pocket expenses incurred in connection with the Offering, promptly upon
demand, including fees and expenses of your counsel; provided, however, that,
without the consent of the Company, such payment or reimbursement of legal fees
and expenses shall not exceed in the aggregate $25,000, and reimbursement of
other out-of-pocket expenses shall not exceed in the aggregate
$5,000

     

    10. Conditions to Your
Obligations. Your obligations hereunder shall be subject to the accuracy
of and compliance with, as of the date hereof and on each Closing Date, the
representations and warranties contained in Sections 2 and 4 hereof, the
performance by the Company of its obligations hereunder required to be performed
on or before each Closing Date, and to the following further
conditions:

     

    (a) As of
each Closing Date, no stop order or other order enjoining the offer, sale, or
offer for sale of the Units or enjoining the use of the Memorandum in connection
with the offer, offer for sale, or sale of the Units shall have been issued, and
no proceedings for any such purpose shall be pending or be, to the Company's
knowledge, contemplated by the Commission or by any state securities
administrator.

     

    (b) You
shall not have advised the Company that the Memorandum, or any amendment or
supplement thereto, contains any untrue statement of fact which, in your
judgment, is material or omits to state a fact which, in your judgment, is
material and is required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading.

     

    (c)
Unless waived, you shall have received, on each Closing Date, opinions, dated as
of such Closing Date, of Mark Long, Esq., counsel to the Company, satisfactory
in form and substance to you and your counsel, to the effect that:

     

    
      	 	
              (i)

            	
              the
      Company has been duly organized and is validly existing as a corporation
      in good standing under
      the laws of the State of Delaware, with full power and authority to own
      its properties and conduct its business as is now conducted, and is duly
      qualified to do business as a foreign corporation in good standing in all
      other jurisdictions in where the ownership or leasing of its property or
      the conduct of its business requires such
      qualification;

            


    

     

    
      
        	 	
                (ii)

              	
                to
      the best knowledge of such counsel, the Company does not own an equity
      interest in any corporation, partnership, joint venture, association or
      other entity of any nature, except as disclosed in the
      Memorandum.

              


      

    

     

    
      
        	 	
                (iii)

              	
                to
      the best knowledge of such counsel, the Company is not (i) in violation of
      its corporate charter or bylaws, or with respect to any order, writ,
      injunction or decree of any court, governmental agency or body or
      arbitration tribunal or (ii) in default under any indenture, mortgage,
      deed of trust, loan agreement, lease or other agreement or instrument to
      which the Company is a party or to which it or its property is
      subject and which is of material significance in respect of the business
      or financial condition of the Company as described in the
      Memorandum;

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Freedom
Investors Corp.

    333
Bishops Way, Suite 122

    Brookfield,
Wisconsin 53005

    Page 10

     

    
      
        	 	
                (iv)

              	
                the
      Company has authorized Units and other securities as set forth in the
      Memorandum; all outstanding Units and other securities of the Company
      (including those sold in the Offering) have been duly authorized, validly
      and legally issued and are fully paid and nonassessable, and such Units
      and other securities have not been issued in violation of or subject to
      any preemptive rights provided for by law or by the Articles of
      Incorporation or Bylaws; the Units conform in all material respects to the
      description thereof contained in the Memorandum and any amendments and
      supplements thereto, and, to the best knowledge of such counsel, none of
      the Units purchased in the Offering will, when delivered, be subject to
      any lien, claim, encumbrance, security interest, preemptive rights or any
      other claim of any third
party;

              


      

    

     

    
      
        	 	
                (v)

              	
                the
      Company has full legal right, power and authority to enter into this
      Agreement and to issue, sell and deliver its Units as described herein and
      in the Memorandum; this Agreement has been duly authorized, executed and
      delivered by the Company, constitutes the legal, valid and binding
      obligation of the Company, and, subject to general principles of equity
      and applicable bankruptcy, insolvency and other laws affecting the
      enforceability of creditors' rights generally, is enforceable as to the
      Company in accordance with its terms, provided that such counsel may
      specifically refrain from opining as to the validity or enforceability of
      the indemnification provisions hereof insofar as they are or may be held
      to be violative of public policy (under either state or federal law)
      against such types of provisions in the context of the offer, offer for
      sale, or sale of securities; no consent, approval, authorization or other
      order of or filing with any governmental authority is required for the
      execution, delivery or performance of this Agreement by the Company or the
      consummation by the Company of the transactions contemplated hereby,
      except as may be required under the Securities Act, the Exchange Act or
      state securities or "blue sky" laws in connection with the offer for sale
      and sale of Units as described herein and in the Memorandum; the
      execution, delivery and performance of this Agreement by the Company and
      the consummation by the Company of the transactions contemplated hereby
      and by the Memorandum will not conflict with or result in a breach or
      violation by the Company of any of the terms or provisions of, constitute
      a default in any material respect under, or result in the creation of any
      lien, charge, security interest or encumbrance (except as otherwise
      described in the Memorandum) upon any of the assets of the Company
      pursuant to the terms of, (A) any indenture, mortgage, deed of trust, loan
      agreement, lease or other agreement or instrument known to such counsel to
      which the Company is a party or to which it or its property is subject,
      (B) the Articles of Incorporation or Bylaws of the Company or (C) any
      statute, judgment, decree, order, rule or regulation, known to such
      counsel and applicable to the Company, of any court or governmental agency
      or body having jurisdiction over the Company or its
    property;

              


      

    

     

    
      
        	 	
                (vi)

              	
                to
      the best knowledge of such counsel, there is not pending or threatened any
      action, suit, proceeding, inquiry or investigation to which the Company is
      a party, or to which the property of the Company is subject, before or
      brought by any court, governmental agency or body or arbitration tribunal,
      except as described in the Memorandum and except for litigation which is
      incident to the kind of business conducted by the Company and which,
      individually or in the aggregate, is not material to the
      Company;

              


      

    

     

    
      
        	 	
                (vii)

              	
                to
      the best knowledge of such counsel, no stop order or other order enjoining
      the offer, sale, or offer for sale of the Units or enjoining the use of
      the Memorandum in connection with the offer, offer for sale, or sale of
      the Units shall have been issued, and no proceedings for any such purpose
      shall be pending or be contemplated by the Commission or by any state
      securities administrator;

              


      

    

     

    
      
        	 	
                (viii)

              	
                to
      the best knowledge of such counsel, the Company owns or possesses
      requisite licenses or other rights to use, all Intangibles used or
      required to be used in the business of the Company as described or
      contemplated in the Memorandum or any amendment or supplement thereto; to
      the best knowledge of such counsel, there is no claim or action by any
      person pertaining to, or proceeding pending or threatened which challenges
      the rights of the Company with respect to such Intangibles; and to the
      best knowledge of such counsel, the Company's products, services and
      processes have not infringed and do not infringe upon any proprietary
      rights held or asserted by third parties which infringement, if resolved
      adversely to the Company, could materially adversely affect its earnings,
      assets, affairs, business prospects or condition (financial or
      other).

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Freedom
Investors Corp.

    333
Bishops Way, Suite 122

    Brookfield,
Wisconsin 53005

    Page 11

     

    
      
        	 	
                (ix)

              	
                to
      the best of the knowledge of such counsel, the Memorandum and all other
      offering documentation prepared on behalf of the Company (except financial
      statements and other financial data contained therein, as to which such
      counsel need express no opinion), as well as any application for
      qualification or registration filed by the Company pursuant to any state
      “blue sky” or securities law (except financial statements and other
      financial data contained therein, as to which such counsel need express no
      opinion), do not contain any untrue statement of a material fact or omit
      to state any material fact required to be stated therein or necessary in
      order to make the statements therein, in light of the circumstances under
      which they were made, not misleading concerning the Offering or any
      matters set forth in or contemplated by the Memorandum and any amendment
      or supplement thereto;

              


      

    

     

    
      
        
          	 	
                  (x)

                	
                  to
      the best knowledge of such counsel, the representations and warranties of
      the Company contained in this Agreement are true and correct; and
      

                


        

         

        such
further effect with respect to other matters relating to this Agreement, the
offer, offer for sale and sale of the Units and the consummation of the
transactions contemplated by this Agreement and by the Memorandum (including any
amendment or supplement thereto) as you or your counsel may reasonably
request.

      

    

     

    (d) You
shall have received, on each Closing Date, the opinion, dated as of such Closing
Date, of Mark Long Esq. of San Diego California, counsel to the Company,
satisfactory in form and substance to you and your counsel, to the effect
that:

     

    
      
        	 	
                (i)

              	
                to
      the best knowledge of such counsel, no stop order or other order enjoining
      the offer, sale, or offer for sale of the Units or enjoining the use of
      the Memorandum in connection with the offer, offer for sale, or sale of
      the Units shall have been issued, and no proceedings for any such purpose
      shall be pending or be contemplated by the Commission or by any state
      securities administrator;

              


      

    

     

    
      	 	
              
                (ii)

              

            	
              
                to
      the best of the knowledge of such counsel, the Memorandum and all other
      offering documentation prepared on behalf of the Company (except financial
      statements and other financial data contained therein, as to which such
      counsel need express no opinion), as well as any application for
      qualification or registration filed by the Company pursuant to any state
      “blue sky” or securities law (except financial statements and other
      financial data contained therein, as to which such counsel need express no
      opinion), do not contain any untrue statement of a material fact or omit
      to state any material fact required to be stated therein or necessary in
      order to make the statements therein, in light of the circumstances under
      which they were made, not misleading concerning the Offering or any
      matters set forth in or contemplated by the Memorandum and any amendment
      or supplement thereto;

              

            


    

     

    
      	 	
              
                (iii)

              

            	
              
                the
      Memorandum, including any amendment or supplement thereto, and all other
      offering documentation prepared on behalf of the Company (except financial
      statements and other financial data contained therein, as to which such
      counsel need express no opinion), as well as any application for
      qualification or registration filed pursuant to any state "blue sky" or
      securities law (except financial statements and other financial data
      contained therein, as to which such counsel need express no opinion), as
      of their respective dates, complied as to form with all applicable
      provisions of the Securities Act, the Rules and Regulations and the
      securities or “blue sky” laws and regulations of the states in which such
      application for qualification or registration was
    filed;

              

            


    

     

    
      	 	
              
                (iv)

              

            	
              
                the
      disclosures in the Memorandum, taken together with the Company's offer to
      each subscriber to provide access to additional information, are
      sufficient to satisfy the “information requirements” of Paragraph (b) of
      Rule 502 of Regulation D, assuming the receipt by each subscriber of a
      copy of the Memorandum;

              

            


    

     

    
      	 	
              
                (v)

              

            	
              
                the
      descriptions in the Memorandum and any supplements thereto of statutes and
      of contracts and all other documents are materially accurate and fairly
      represent the information required to be presented pursuant to Paragraph
      (b) of Rule 502 of Regulation D, and such counsel does not know of
      any legal or governmental proceedings required to be described in the
      Memorandum which are not described in the Memorandum or any contracts or
      documents of any character required to be described in the Memorandum
      which are not described as
required;

              

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Freedom
Investors Corp.

    333
Bishops Way, Suite 122

    Brookfield,
Wisconsin 53005

    Page 12

     

    
      
        	 	
                (vi)

              	
                based
      upon, and assuming the accuracy and verity of, the files prepared and
      maintained pursuant to Section 3(f)(iii) hereof and the executed
      Subscription Agreements in the form included as an exhibit to the
      Memorandum, such counsel is of the opinion that the number of purchasers
      of Units is in compliance with the requirements of Paragraph (b)(2)(i) of
      Rule 506 of Regulation D, as computed in accordance with Rule 501(e) of
      Regulation D; and

              


      

    

     

    such
further effect with respect to other matters relating to this Agreement, the
offer, offer for sale and sale of the Units and the consummation of the
transactions contemplated by this Agreement and by the Memorandum (including any
amendment or supplement thereto) as you or your counsel may reasonably
request.

     

    (e) In
rendering the opinions required herein, counsel and special securities counsel
to the Company may, as to factual matters, rely upon certificates, statements,
letters, representations and affidavits of officers of the Company, your
officers, any other records of the Company, certificates of public officials,
and letters of independent certified public accountants. With respect to the
opinions required herein, “known to such counsel”, “to the best knowledge of
such counsel” or any like phrase or reference shall mean to the best knowledge
of such counsel after due inquiry and investigation; “due inquiry and
investigation” shall include only (i) discussions, inquiries and conferences
with officials and agents of the Company occurring in connection with such
counsel's representation of the Company, (ii) review of certain corporate
records, documents and proceedings of the Company as is provided to such counsel
by the Company, and (iii) review of files maintained by such counsel relating to
the Company. “Due inquiry and investigation” shall not mean or imply any
independent verification of any factual matter of such counsel becomes aware as
a result of the aforementioned discussions, inquiries, conferences and
reviews.

     

    (f) You
shall have received, on each Closing Date, certificates, dated as of such
Closing Date, of the chief executive officer and the chief financial officer of
the Company to the effect that, to the best of their knowledge and belief, based
upon reasonable investigation:

     

    
      
        	
              	
                (i)

              	
                the
      representations and warranties of the Company in this Agreement are true
      and correct, as if made on and as of the date of such certificate, and the
      Company has complied with all the agreements and covenants and satisfied
      all the conditions on its part to be performed or satisfied at or prior to
      the date of such certificate:

              


      

    

     

    
      	
            	
              
                (ii)

              

            	
              
                the
      Memorandum and all other offering documentation, including all
      applications for qualification or registration filed pursuant to state
      “blue sky” or securities laws with respect to the Offering, prepared on
      behalf of the Company, including any amendments or supplements thereto, do
      not include any untrue statement of a material fact or omit to state any
      material fact required to be stated therein or necessary to make the
      statements therein, in light of the circumstances under which they were
      made, not misleading;

              

            


    

     

    
      	
            	
              
                (iii)

              

            	
              
                subsequent
      to the date of the Memorandum, and any amendments or supplements thereto,
      the Company has not sustained any material loss or interference with its
      business or property from fire, flood, hurricane, accident or other
      calamity, whether or not covered by insurance, or from any labor dispute
      or any court or governmental action, order or decree, and there has not
      been any material change in the equity or long-term debt of the Company,
      or any material adverse change, or any development involving a prospective
      material adverse change, in the business, financial position, net worth or
      results of operations of the Company, except in each case as described in
      or contemplated by the Memorandum and any amendments or supplements
      thereto; and

              

            


    

     

    
      	
            	
              
                (iv)

              

            	
              
                no
      stop order or other order enjoining the offer, sale, or offer for sale of
      the Units or enjoining the use of the Memorandum in connection with the
      offer, offer for sale, or sale of the Units has been issued, and no
      proceedings for any such purpose are pending or are, to the knowledge of
      such officer, contemplated by the Commission or by any state securities
      administrator.

              

            


    

     

    (g) You
shall have received, on each Closing Date, a survey prepared by Mark Long, Esq.
counsel to the Company, dated as of such Closing Date and addressed to you,
relating to the securities or “blue sky” laws of the jurisdictions of Wisconsin
and such other states upon which you and the Company agree in writing (“Blue Sky
Survey”); the Blue Sky Survey will indicate that offers of the Units and sales
of the Units on the Closing Date which are made or effected in conformity with
your representations contained in Sections 3 and 5 of this Agreement and your
certificate required pursuant to Section 11 of this Agreement and the Blue
Sky Letters supplied to you are in compliance with such securities or “blue sky”
laws and advising that the appropriate blue sky action, if any, was taken in
each of such jurisdictions so as to permit such offers and sales as indicated in
such Survey; the Blue Sky Survey may be based upon an examination of the
statutes and regulations, if any, of such jurisdictions as reported in standard
compilations and upon interpretive advice obtained from representatives of
certain securities commissions.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Freedom
Investors Corp.

    333
Bishops Way, Suite 122

    Brookfield,
Wisconsin 53005

    Page 13

     

    (h) The
Company shall have furnished to you such further certificates and documents, as
you shall reasonably request.

     

    All such
opinions, certificates, letters and documents will be in compliance with the
provisions hereof only if they are reasonably satisfactory to you and to your
counsel.

     

    11. Conditions to Company's
Obligations. The obligations of the Company shall be subject to the
accuracy as of the date hereof and on each Closing Date of your representations
and warranties contained in Section 3 hereof and compliance with your covenants
contained in Section 5 hereof which shall be set forth in a Certificate which
may be relied upon by counsel to the Company in preparing the Blue Sky Survey
provided for under Section 10(g) hereof, to the performance by you of your
obligations hereunder required to be performed on or before any Closing Date,
and to the following further conditions:

     

    (a) You
are a corporation duly organized, validly existing and in good standing under
the laws of the state of your incorporation, with all requisite power and
authority to enter into this Agreement and to carry out your obligations
hereunder.

     

    (b) This
Agreement has been duly authorized, executed and delivered by you and is a valid
and binding agreement on your part, except as to the validity of the
indemnification provisions hereof insofar as they are or may be held to be in
violation of public policy (under either state or federal law) against such
types of provisions in the context of the offer, offer for sale, or sale of
securities.

     

    12. Indemnification and
Contribution.

     

    (a) The
Company will (i) indemnify and hold you harmless against any losses, claims,
damages or liabilities, joint or several, to which you may become subject under
the Securities Act, the Exchange Act, the various state securities acts or
otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any untrue statement or alleged
untrue statement of any material fact contained in the Memorandum, any other
offering documentation or state “blue sky” application prepared on behalf of the
Company, or in any amendments or supplements thereto, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances under which they were made, not misleading and (ii)
reimburse you for any legal or other expenses reasonably incurred in connection
with investigating or defending any such loss, claim, damage liability or
action; provided, however, that the Company shall not be liable in any such case
to the extent that any such loss, claim, damage or liability arises out of or is
based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in the Memorandum, in any other offering documentation or
in any state “blue sky” application prepared on behalf of the Company of such
amendment or supplement in reliance upon and in conformity with written
information furnished to the Company by you or any Selected Placement Agent
specifically for use in the preparation thereof.

     

    The
foregoing indemnity agreement shall (i) extend upon the same terms and
conditions to, and shall inure to the benefit of, your officers and directors
and your counsel and each person, if any, who “controls” you within the meaning
of the Securities Act or the Exchange Act, and to each Selected Placement Agent
and each of its respective officers and directors and each person, if any, who
“controls” any of them within the meaning of the Securities Act of the Exchange
Act and (ii) be in addition to any liability which the Company may otherwise
have.

     

    (b) You
and any Selected Placement Agents will (i) indemnify and hold harmless the
Company against any losses, claims, damages, or liabilities to which it may
become subject, under the Securities Act, the Exchange Act, the various state
securities acts or otherwise insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the Memorandum, in any other offering documentation or state "blue sky"
application prepared on behalf of the Company or any amendment or supplement
thereto, or arise out of or are based upon the omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were made, not
misleading, in each case to the extent, but only to the extent, that such untrue
statement or alleged untrue statement or omission or alleged omission was made
in the Memorandum, in any other offering documentation or in any state “blue
sky” application prepared on behalf of the Company or such amendment or
supplement in reliance upon and in conformity with written information furnished
to the Company by you specifically for use in the preparation thereof; you
also will reimburse the Company for such legal or other expenses reasonably
incurred in connection with investigating or defending any such loss, claim,
damage, liability or action as to which you are required to indemnify the
Company.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Freedom
Investors Corp.

    333
Bishops Way, Suite 122

    Brookfield,
Wisconsin 53005

    Page 14

     

    The
foregoing indemnity agreement shall (i) extend upon the same terms and
conditions to, and shall inure to the benefit of, the General Partner and its
managers, counsel to the Company and each person, if any, who "controls" the
Company within the meaning of the Securities Act or the Exchange Act and (ii) be
in addition to any liability which you may otherwise have.

     

    (c)
Promptly after receipt by an indemnified person of notice of the commencement of
any action, such indemnified person shall, if a claim in respect thereof is to
be made against the indemnifying party under this Section, notify the
indemnifying party in writing of the commencement thereof; but the omission to
so notify the indemnifying party shall not relieve it from any liability which
it may have to any indemnified party otherwise than under such subparagraph. In
case any such action shall be brought against such indemnified party, and it
shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate in, and, to the extent that
it shall wish, jointly with any other indemnifying party similarly notified, to
assume the defense thereof, with counsel selected by the indemnifying party but
satisfactory to such indemnified party, and after the indemnified
party shall have received notice from the agreed upon counsel that the
defense under such paragraph has been assumed, the indemnifying party shall not
be responsible for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof, other than reasonable
costs of investigation.

     

    (d) In
order to provide for just and equitable contribution under the Securities Act or
the Exchange Act in any case in which (i) any person who would be entitled to
indemnification pursuant to this Section if enforceable according to its terms
makes a claim for indemnification pursuant to this Section, but it is judicially
determined (by the entry of a final judgment or decree by a court of competent
jurisdiction and the expiration of time to appeal or the denial of the last
right of appeal) that such indemnification may not be enforced in such case
notwithstanding the fact that the express provisions of this Section provide for
indemnification in such case, or (ii) contribution under the Securities Act or
the Exchange Act may otherwise be required, you shall contribute to the
aggregate losses, claims, damages or liabilities incurred (which shall, for all
purposes of this agreement, include, but not be limited to, all costs of defense
and investigation and all attorneys' fees) in either such case (after
contribution from others) an amount equal to the product determined by
multiplying the total amount of such losses, claims, damages or liabilities by a
fraction, the numerator of which equals the fees paid to you under Section 7
plus the amount paid to you or your counsel under Section 9, and the denominator
of which is equal to the aggregate proceeds of the sale of Units in the Offering
(before deduction of commissions or expenses), and the Company shall be
responsible for the balance of such losses, claims, damages or liabilities;
provided, that with respect to the rescission of the sale of any Units, your
liability shall not exceed the commissions earned and a pro rata portion of all
other fees and cost reimbursements paid to you under this Agreement with respect
to the rescinded sale. If the foregoing allocation is not permitted by law,
there shall be considered, in determining the amount of contribution to which
the respective parties are entitled, the relative benefits received by each
party from the sale of Units in the Offering (taking into account the portion of
the proceeds of the Offering realized by each), the parties' relative knowledge
and access to information concerning the matter with respect to which the claim
was asserted, the opportunity to correct and prevent any statement or omission,
and any other equitable considerations appropriate in the circumstances. The
Company and you agree that it would not be equitable if the amount of such
contribution were determined by pro rata or pro capita allocation (even if the
Selected Placement Agents, including you, were treated as one entity for such
purpose). No Selected Placement Agent (including you) or person controlling such
Selected Placement Agent shall be obligated to make contribution hereunder which
in the aggregate exceeds the total purchase price of Units sold to subscribers
procured by such Selected Placement Agent, less the aggregate amount of any
damages which such Selected Placement Agent and its controlling persons have
otherwise been required to pay in respect of the same or any substantially
similar claim. The Selected Placement Agents' obligations hereunder are several
in proportion to the number of Units sold to subscribers procured by them and
not joint. No person guilty of a fraudulent misrepresentation (within the
meaning of Section 11 of the Securities Act) shall be entitled to contribution
from any person who is not guilty of such fraudulent misrepresentation. The
foregoing contribution agreement shall in no way affect the contribution
liabilities of any persons having liability under Section 11 of the Securities
Act other than those identified in this Section as being entitled to
indemnification. Any officer, director, controlling person, of you, the Selected
Placement Agents or the Company shall be entitled to contribution to the same
extent as you, the Selected Placement Agents or the Company are so
entitled.

     

    13. Representations and
Agreements to Survive Delivery. All representations, warranties,
covenants and agreements of the Company and you herein or in certificates
delivered pursuant hereto, and the indemnity agreement contained in Section 12
hereof, shall survive the delivery and execution of this Agreement and the
Closings and shall remain operative and in full force and effect regardless
of any investigation made by or on behalf of you or any person controlling you,
any Selected Placement Agent or any controlling person thereof, the Company, or
any of its officers, directors, or controlling persons. The indemnification
provisions of Section 12 hereof are in addition to any and all remedies or
rights any of the parties hereto may have, including the right to sue and
recover damages for any breach of any representation, warranty or covenant made
or given by one or more parties to any other party.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Freedom
Investors Corp.

    333
Bishops Way, Suite 122

    Brookfield,
Wisconsin 53005

    Page 15

     

    14. Termination. You
shall have the right to terminate this Agreement by giving notice as hereinafter
specified any time at or prior to the final Closing Date if:

     

    (a) the
Company fails, refuses, or becomes unable to comply fully with any of the
provisions of this Agreement on their parts to be performed prior to the final
Closing Date, or if any of the agreements, conditions, covenants,
representations or warranties of the Company herein contained are not performed
or fulfilled within the times specified;

     

    (b) prior
to the final Closing Date, the Congress of the United States or any state
legislative body passes any act or measure, or any order, rule or regulation is
adopted by any governmental body or any authoritative accounting institute or
board, or any governmental executive, which is believed in good faith by you to
have a material impact on the markets for securities in general, or if a banking
moratorium should have been declared by the United States or Wisconsin
authorities;

     

    (c) prior
to the final Closing Date, there shall have occurred the outbreak of any war or
any other event of calamity which, in your reasonable judgment, materially
disrupts the financial markets of the United States; or

     

    (d) prior
to the final Closing Date, any materially adverse change occurs, since the date
of this Agreement, in the condition (financial or other), business, operations,
income, properties, earnings, affairs or business prospects of the Company,
whether or not arising in the ordinary course of business.

     

    If you
elect to terminate this Agreement, the Company shall be notified promptly by you
by telephone or telegram, and confirmed by letter.

     

    15. Notices. All notices
or communications under this Agreement, except as herein otherwise specifically
provided, shall be in writing;

     

    If sent
to you, such notices and communications shall be mailed, delivered or
telegraphed and confirmed to you at the following address:

     

    Freedom
Investors Corp.

    333
Bishops Way, Suite 122

    Brookfield,
Wisconsin 53005

    Attention:
Joel R. Blumenschein

     

    If sent
to the Company, such notices and communications (including executed Subscription
Documents) shall be mailed, delivered or telegraphed and confirmed to the
Company at the following address:

     

    Klein
Retail Centers, Inc.

    330
Intertech Parkway, Ste. 300

    Angola,
Indiana 46703

    Attention:
Kenneth S. Klein

     

    By giving
written notice to the other, both you and the Company may change your addresses,
respectively, for receiving notices.

     

    16. Parties. This
Agreement shall inure to the benefit of and be binding upon you, the Company,
and each of your respective successors and assigns. Nothing expressed or
mentioned in this Agreement is intended or shall be construed to give any person
or corporation, other than the parties hereto and their respective successors
and assigns and the controlling persons, officers and directors and counsel
referred to in this Agreement, any legal or equitable right, remedy or claim
under or in respect to this Agreement or any provision herein contained. No
purchaser of Units from you shall be construed as a successor or assignee by
reason merely of such purchase.

     

    17. Severability. Every
provision in this Agreement is intended to be severable. If any term or
provision hereof is illegal or invalid for any reason whatsoever, such
illegality or invalidity shall not affect the validity of the remainder
hereof.

     

    18. Captions. The
captions or headings in this Agreement are inserted for convenience and
identification only and are in no way intended to describe, interpret, define,
or limit the scope, extent, or intent of this Agreement or any provisions
hereof.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Freedom
Investors Corp.

    333
Bishops Way, Suite 122

    Brookfield,
Wisconsin 53005

    Page 16

     

    19. Applicable Law. This
Agreement shall be governed by and construed under the laws of the State of
Wisconsin.

     

    20. Prior Agreements.
This Agreement supersedes all prior agreements, oral or written, covering the
same subject matter.

     

    If the
foregoing correctly sets forth our understanding, please so indicate in the
space provided below for that purpose whereupon this letter shall constitute a
binding agreement between us.

     

    
      
        
          
            	 	
                    Very
      truly yours,

                  
	 	 
	 	
                    Klein
      Retail Centers, Inc.

                  
	 	 
	 	
                    By:

                  	
                    /S/ KENNETH S. KLEIN

                  
	 	 
      	
                    Kenneth
      S. Klein,
President

                  


          

        

      

    

     

    Accepted
and agreed to as of the day and year first above written.

    


    
      
        
          
            	 	
                    Freedom
      Investors Corp.

                  
	 	 
	 	
                    By:

                  	
                    /S/ JOEL R.
      BLUMENSCHEIN

                  
	 	 
      	
                    Joel
      R. Blumenschein,
President