ex102.htm


    EXHIBIT
10.2

    SECURITIES
PURCHASE AGREEMENT

     

    


              SECURITIES PURCHASE AGREEMENT
(the "Agreement"),
is made and entered into as of November 15, 2009, by and among Pimi Agro
Cleantech, Inc., a Delaware corporation (the “Company”),
and the purchaser listed on Exhibit A attached hereto (the
“Purchaser”).

    


    WHEREAS, the Company and the
Purchaser are executing and delivering this Agreement in reliance upon the
exemption from securities Purchaser afforded by Section 4(2) of the Securities
Act of 1933, as amended (the "Securities
Act"), and Rule 506 of Regulation D ("Regulation D")
as promulgated by the United States Securities and Exchange Commission (the
"SEC")
under the Securities Act;

    


    WHEREAS, the Company desires
to issue and sell to the Purchasers, and the Purchasers desire to purchase from
the Company, up to ____ shares of common stock, par value $0.01 per share, of
the Company (the “Securities”),
on the terms and subject to the conditions set forth in this
Agreement.

    


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

    


    1.           Agreement
to Purchase and Sell Securities.  On the terms and
subject to the conditions contained in this Agreement, Purchaser agrees to
purchase, and the Company agrees to sell and issue to Purchaser, at Closing (as
defined below), that number of Securities set forth on the signature page
attached hereto.  The purchase price of each share shall be
$1.35.

    


    1.1           Option for Additional
Investment.  The Company grants Purchaser the right to make an
additional Investment of up to _____ shares of the Company's Common Stock at the
Purchase Price referenced in Section 1 (the “Additional Investment”) provided
Purchaser (i) informs the Company of its intention to make such an Additional
Investment, (ii) delivers to the Company a completed Subscriber Signature Page
for the additional Investment, and (iii) tenders the payment in connection with
the Additional Investment to the Company within ten (10) days of the Company’s
attainment of a trading symbol on the NASDAQ Bulletin Board which ever comes
first.

    


    2.           Closing.  The closing of
the purchase and sale of the Securities shall take place at the offices of the
Company at 10:00 a.m. Eastern time on November _, 2009, or at such other time
and place as the Company and Purchasers representing a majority of the Common
Stock to be purchased mutually agree upon (which time and place are referred to
in this Agreement as the “Closing”).  At
the Closing, the Company shall, against delivery of payment for the Purchased
Securities by wire transfer of immediately available funds in accordance with
the Company’s instructions, (a) authorize its transfer agent to issue to
Purchaser one or more stock certificates (the “Certificates”)
registered in the name of Purchaser (or in such nominee name(s) as designated by
such Purchaser), representing the appropriate number of Common Stock purchased
hereunder.  Closing documents may be delivered by facsimile with
original signature pages sent by overnight courier.  The date of the
Closing is referred to herein as the “Closing
Date.”

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    3.           Representations
and Warranties of The Company.  The Company
hereby represents and warrants to Purchaser, as of the Closing Date, as
follows:

    


    3.1           Organization and
Standing.  The Company is a corporation duly organized, validly
existing and in good standing under the laws of the state of Delaware, and has
full corporate power and authority to execute and deliver this Agreement and
perform its obligations hereunder.

    


    3.2           Public Company Status. The
Company’s common stock is not currently included for annotation on the Over the
Counter Bulletin Board (“OTCBB”), and there is no public trading market. To be
quoted on the OTCBB, a market maker must file an application on our behalf in
order to make a market for our common stock. The Company has engaged in
preliminary discussions with a FINRA Market Maker to file its application on
Form 211 with the FINRA, however, to date no filing has been made.

    


    3.3           Authority Relative to this Agreement;
No Conflict.  The execution, delivery and performance of this
Agreement by the Company have been duly and validly authorized by all necessary
corporate proceedings and no other authorization or approval is required to
permit consummation of the transactions contemplated hereby.  This
Agreement has been duly executed and delivered by the Company and constitutes
the legal, valid and binding obligation of the Company enforceable against the
Company in accordance with its terms.  Neither the execution and
delivery of this Agreement nor the consummation of the transactions contemplated
hereby will (a) violate or result in a breach of or default or acceleration
under (i) any provisions of the certificate of incorporation or by-laws (or
other governing instrument) of the Company, as currently in effect, or (ii) any
mortgage, indenture, contract, agreement, license, franchise, permit,
instrument, trust, power, judgment, decree, order, ruling or federal, state or
local statute or regulation to which the Company is presently a party or by
which it or its properties may be subject, (b) result in the creation or
imposition of any lien, claim, charge, restriction or encumbrance of any kind
whatsoever upon, or give to any other person any interest or right (including
any right of termination or cancellation) in or with respect to any properties,
assets, business, agreements or contracts of the Company, or (c) require any
consent, approval or waiver of, filing with, or notification to any person
(including, without limitation, any governmental or regulatory
authority).

    


    3.4           Title to the
Securities.  The Securities, when issued, sold and delivered by
the Company to Purchaser in accordance with the terms of this Agreement, will be
duly authorized, validly issued, fully paid and non-assessable, and will be free
and clear of all restrictions, claims, liens, charges and encumbrances
whatsoever, except as may exist under applicable federal and state securities
laws. Holders of Securities of Common Stock have no preemptive rights to
purchase any other Securities or securities of any class that may at any time be
sold or offered for sale by The Company.  There are no options,
warrants, rights or other commitments relating to the sale of the
Securities.

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    3.5           Offering of Common
Stock.  Neither The Company nor anyone acting on its behalf has
in the past or will hereafter take any action that would cause the issuance or
sale of the Securities to violate the registration requirements of the
Securities Act.

    


    3.6           Consents. The company is not
required to obtain any consent, authorization or order of, or make any filing or
registration with, any court, governmental agency or any regulatory or
self-regulatory agency or any other person in order for it to execute, deliver
or perform any of its obligations under or contemplated by this Agreement, in
each case in accordance with the terms hereof or thereof.  All
consents, authorizations, orders, filings and registrations which the Company is
required to obtain pursuant to the preceding sentence have been obtained or
effected on or prior to the Closing, and the Company is unaware of any facts or
circumstances which might prevent the Company from obtaining or effecting any of
the registration, application or filings pursuant to the preceding
sentence.

    


    3.7           Acknowledgment Regarding Purchaser's
Purchase of Securities.  The Company acknowledges and agrees
that the Purchaser is acting solely in the capacity of arm's length purchaser
with respect to this Agreement and the transactions contemplated hereby and
thereby and that the Purchaser is not (i) an officer or director of the Company,
(ii) an "affiliate" of the Company or any of its subsidiaries (as defined in
Rule 144) or (iii) to the knowledge of the Company, a "beneficial owner" of more
than 10% of the shares of Common Stock (as defined for purposes of Rule 13d-3 of
the Securities Exchange Act of 1934, as amended (the "1934
Act")).  The Company further acknowledges that the Purchaser is
not acting as a financial advisor or fiduciary of the Company or any of its
subsidiaries (or in any similar capacity) with respect to this Agreement and the
transactions contemplated hereby and thereby, and any advice given by the
Purchaser or any of its representatives or agents in connection with this
Agreement and the transactions contemplated hereby and thereby is merely
incidental to the Purchaser's purchase of the Securities.  The Company
further represents to the Purchaser that the Company's decision to enter into
this Agreement has been based solely on the independent evaluation by the
Company and its representatives.

    


    3.8           No General Solicitation; Placement
Agent.  Neither the Company, nor any of its subsidiaries or
affiliates, nor any person acting on its or their behalf, has engaged in any
form of general solicitation or general advertising (within the meaning of
Regulation D) in connection with the offer or sale of the Securities. The
Company shall pay, and hold the Purchaser harmless against, any liability, loss
or expense (including, without limitation, reasonable attorney's fees and
out-of-pocket expenses) arising in connection with any such claim. The Company
has not engaged any placement agent or other agent in connection with the sale
of the Securities.

    


    3.9           Absence of
Litigation.  There is no action, suit, proceeding, inquiry or
investigation before or by any court, public board, government agency,
self-regulatory organization or body pending or, to the knowledge of the
Company, threatened against or affecting the Company or any of its subsidiaries,
the Common Stock or any of the Company's subsidiaries or any of the Company's or
its subsidiaries' officers or directors in their capacities as
such.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    4.  Representations
and Warranties of Purchaser.  Purchaser hereby
represents and warranties to Seller as follows:

    


    4.1           Accredited Investor
Status.  The Purchaser, if an individual, is an "accredited
investor" as that term is defined in Rule 501(a) of Regulation D.

    


    4.2           Organization; Authority. The
Purchaser, if an entity, is an entity duly organized, validly existing and in
good standing under the laws of the jurisdiction of its organization with the
requisite power and authority to enter into and perform under this Agreement.
The execution, delivery and performance of this Agreement by such Purchaser have
been duly authorized and executed by all necessary action by such Purchaser.
This Agreement, when delivered in accordance with the terms hereof, will
constitute the valid and legally binding obligation of such Purchaser,
enforceable against it in accordance with its terms, except (a) as limited by
general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting
enforcement of creditors’ rights generally, (b) as limited by laws relating to
the availability of specific performance, injunctive relief or other equitable
remedies and (c) insofar as indemnification and contribution provisions may be
limited by applicable law

    


    4.3           No Public Sale or
Distribution.  The Purchaser is acquiring the Securities for
its own account and not with a view towards, or for resale in connection with,
the public sale or distribution thereof, except pursuant to sales registered or
exempted under the 1933 Act; provided, however, that by
making the representations herein, the Purchaser does not agree to hold any of
the Securities for any minimum or other specific term and reserves the right to
dispose of the Securities at any time in accordance with or pursuant to a
registration statement or an exemption under the Securities Act.  The
Purchaser is acquiring the Securities hereunder in the ordinary course of its
business. The Purchaser does not presently have any agreement or understanding,
directly or indirectly, with any person or entity to distribute any of the
Securities.

    


    4.4           Transfer or
Resale.  The Purchaser understands that: (i) the Securities
have not been and are not being registered under the Securities Act or any state
securities laws, and may not be offered for sale, sold, assigned or transferred
unless (A) subsequently registered thereunder, (B) the Purchaser shall have
delivered to the Company an opinion of counsel, in a generally acceptable form,
to the effect that such Securities to be sold, assigned or transferred may be
sold, assigned or transferred pursuant to an exemption from such registration,
or (C) the Purchaser provides the Company with reasonable assurance that such
Securities can be sold, assigned or transferred pursuant to Rule 144 or Rule
144A promulgated under the Securities Act, as amended, (or a successor rule
thereto) (collectively, "Rule
144"); (ii) any sale of the Securities made in reliance on Rule 144 may
be made only in accordance with the terms of Rule 144 and further, if Rule 144
is not applicable, any resale of the Securities under circumstances in which the
seller may be deemed to be an underwriter (as that term is defined in the
Securities Act) may require compliance with some other exemption under the
Securities Act or the rules and regulations of the SEC thereunder; and (iii)
neither the Company nor any other person is under any obligation to register the
Securities under the Securities Act or any state securities laws or to comply
with the terms and conditions of any exemption thereunder. The Securities may be
pledged in connection with a bona fide margin account or other loan or financing
arrangement secured by the Securities and such pledge of Securities shall not be
deemed to be a transfer, sale or assignment of the Securities hereunder, and no
Purchaser effecting a pledge of Securities shall be required to provide the
Company with any notice thereof or otherwise make any delivery to the Company
pursuant to this Agreement.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    4.5           Authority Relative to this Agreement.
The Purchaser further represents and warrants to, and covenants with, the
Company that (i) the Purchaser has full right, power, authority and capacity to
enter into this Agreement and to consummate the transactions contemplated hereby
and has taken all necessary action to authorize the execution, delivery and
performance of this Agreement, and (ii) this Agreement constitutes a valid and
binding obligation of the Purchaser enforceable against the Purchaser in
accordance with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors’ and contracting parties’ rights generally and except as
enforceability may be subject to general principles of equity (regardless of
whether such enforceability is considered in a proceeding in equity or at law)
and except as the indemnification agreements of the Purchasers herein may be
legally unenforceable.

    


    4.6           Knowledge and Access to
Information.  i)  Purchaser has made such
investigation into the financial condition, earnings, prospects and affairs of
the Company as Purchaser deems appropriate to make an informed decisions as to
whether to subscribe to the Securities and, except for the
specific representations and warranties contained in this Agreement, is not
relying on any representation or warranty by the Company or any other person in
entering into this Agreement, and ii)  Purchaser has been offered the
opportunity to ask questions of any officer of the Company or any other person
responsible for the management of the Company relating to the financial
condition, earnings, prospects and affairs of the Company.

    


    4.7           Restricted
Securities.  The Purchaser understands that the certificates or
other instruments representing the Securities, except as set forth below, shall
bear any legend as required by the "blue sky" laws of any state and a
restrictive legend in substantially the following form (and a stop-transfer
order may be placed against transfer of such stock certificates):

     

    THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED
OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION
OF COUNSEL, IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED
UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID
ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN
CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.

     

    The
legend set forth above shall be removed and the Company shall issue a
certificate without such legend to the holder of the Securities upon which it is
stamped, unless otherwise required by state securities laws, when (i) such
Securities are registered for resale under the Securities Act, (ii) in
connection with a sale, assignment or other transfer, such holder provides the
Company with an opinion of counsel, in a generally acceptable form, to the
effect that such sale, assignment or transfer of the Notes may be made without
registration under the applicable requirements of the Securities Act, or (iii)
such holder provides the Company with reasonable assurance that the Securities
can be sold, assigned or transferred pursuant to Rule 144 or Rule
144A.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    4.8           No Conflicts.  The
execution, delivery and performance by the Purchaser of this Agreement and the
consummation by the Purchaser of the transactions contemplated hereby and
thereby will not (i) result in a violation of the organizational documents of
the Purchaser or (ii) conflict with, or constitute a default (or an event which
with notice or lapse of time or both would become a default) under, or give to
others any rights of termination, amendment, acceleration or cancellation of,
any agreement, indenture or instrument to which the Purchaser is a party, or
(iii) result in a violation of any law, rule, regulation, order,
judgment  or decree (including federal and state securities laws)
applicable to the Purchaser, except in the case of clauses (ii) and (iii) above,
for such conflicts, defaults, rights or violations which would not, individually
or in the aggregate, reasonably be expected to have a material adverse effect on
the ability of the Purchaser to perform its obligations hereunder.

     

    5.  Miscellaneous.

    


    5.1           Notices.  All
notices required or permitted hereunder shall be in writing and shall be deemed
effectively given:

     

    (i) upon
personal delivery to the party to be notified;

     

    (ii) when sent
by confirmed facsimile if sent during normal business hours of the recipient, if
not, then on the next business day;

     

    (iii) three (3)
business days after having been sent by registered or certified mail, return
receipt requested, postage prepaid; or

     

    (iv) one (1)
day after deposit with a nationally recognized overnight courier, specifying
next day delivery, with written verification of receipt.

     

    


    All communications shall be sent as
follows:

     

    
      	
              If
      to the Company, to:

               

              Youval
      Saly

              269
      South Beverly Drive, Suite 1091

              Beverly
      Hills, California 90212

               

              With
      a Copy, to:

               

              Sichenzia
      Ross Friedman Ference LLP

              61
      Broadway, 32nd
      Fl.

              New
      York, New York 10006

              Attn:
      Jonathan R. Shechter

              (t)
      212-930-9700

              (f)
      212-930-9725

            
	
               

              If
      to the Purchaser, to:

               

               

            


    

    5.2           Governing Law.  This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of New York applicable to agreements made and to be performed
therein.

    


    5.3           Binding
Effect.  This Agreement and all of the provisions hereof shall
be binding upon and inure only to the benefit of the parties hereto and their
respective heirs, executors and personal representatives, and successors to the
business and assets of such parties.

    


    5.4           Additional
Acts.    Each of the parties hereto shall hereafter,
at the reasonable request of the other party hereto, execute and deliver such
further documents and agreements, and do such further acts and things as may be
necessary or expedient to carry out the provisions of this
Agreement.

    


    5.5           Entire Agreement;
Amendments.  This Agreement constitutes a complete statement of
all of the arrangements between the parties with respect to the transactions
contemplated by this Agreement, and supersedes all prior agreements and
understandings with respect to such transactions between them.  This
Agreement cannot be changed or terminated except by an instrument in writing
signed by the parties hereto.

    


    5.6           Brokers.  Each party
hereto represents and warrants to the other party that neither such party nor
any director, officer, partner, agent or employee of such party has employed any
broker or finder, or, directly or indirectly, incurred any liability for any
brokerage or finder's fees or commissions or similar payments in connection with
the transactions contemplated by this Agreement.

    


    5.7           Counterparts.  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
page follows]

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    


    


    


    


    


    IN WITNESS WHEREOF, the undersigned
have executed this Agreement on the date first above written.

     

    
      
        	 	
                Pimi
      Agro Cleantech, Inc.

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	
                Youval
      Saly

                Chief
      Executive Officer

              	 
	 	 	 	 
	 	 	 	 


      



    

 

    


    


    


    
      
        
        

      

      
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    SIGNATURE
PAGE TO 


     

    SECURITIES
PURCHASE AGREEMENT 


     

    DATED
AS OF NOVEMBER ___, 2009 


     

    BY
AND AMONG 


     

    PIMI
AGRO CLEANTECH, INC.

     

    AND
THE PURCHASER NAMED THEREIN

     

    The
undersigned hereby executes and delivers to Pimi Agro Cleantech, Inc., the
Securities Purchase Agreement (the “Agreement”)
to which this signature page is attached, which Agreement and signature page,
together with all counterparts of such Agreement and signature pages of the
other Purchasers named in such Agreement, shall constitute one and the same
document in accordance with the terms of such Agreement.

     

    
    

     

    
      	 	Name
      of Purchaser:
      __________________________
      
              


              Signature:____________________________________

               

              By:_________________________________________

              


              Subscription
      Price: $ 1.35

              


              Title:________________________________________

              
 

              Address: ____________________________________

               

              Telephone: ___________________________________

              


              Fax: _________________________________________

               

              SS/Tax
      ID
Number______________________________

            


    

     

    


     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    CONFIDENTIAL

     

    ACCREDITED
INVESTOR QUESTIONNAIRE

     

    
      	
              To:

            	
               

            


    

    


     

    For
purposes of assuring Pimi Agro Cleantech, Inc. (the “Company”) that you qualify
as an "accredited investor," as defined in Rule 501 of Regulation D under the
Securities Act of 1933, as amended (the "Securi­ties Act”), you represent
and warrant that you are an "accredited investor" by virtue of your responses to
the questions below.  In order to certify that you are an accredited
investor, respond affirmatively to at least one of the following questions
(check "yes" below the appropriate items(s)):

    


    A.
If you are a natural person, is your net worth (joint­ly with your spouse,
if any), in­­cluding homes, home furnishings and automobiles, in excess
of $1,000,000 (valu­ing your assets on the basis of their current fair
market value)?

     

    Yes_____        No_____

    


     

    B.
If you are a natural person, was your individual income for both 2007 and 2008
and your anticipated individual income for 2009 in excess of
$200,000?

     

    Yes_____        No_____

    


     

    C.
If you are a natural person, was your joint income with your spouse for both
2007 and 2008 and your anticipated individual income for 2009, in ex­cess of
$300,000?

     

    Yes_____        No_____

    


     

    D.
Are you a director or executive officer of the Company?

     

    Yes_____        No_____

    


     

    E.
If you are a corporation, a limited liability company, a par­tner­ship,
an organization described in Section 501(c)(3) of the Internal Revenue Code or a
Massa­chusetts or similar business trust not formed for the specific purpose
of acquiring the securities offered, are your total assets in ex­­cess
of $5,000,000?

     

    Yes_____        No_____

    


     

    F.
If you are a trust, (i) do you have total assets in excess of $5,000,000, (ii)
were you formed for a purpose other than the specific purpose of acquiring the
shares of common stock, and (iii) is your purchase of the shares of common stock
directed by a person having such knowledge and experience in financial and
business matters that he or she is capable of evaluating the merits and risks of
the proposed transaction.   (If your answer is "no" to any of
parts (i), (ii), or (iii) of this section (f), answer no below.)

     

    Yes_____        No_____

    


    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    G.
Are you either a bank as defined in Section 3(a)(2) of the Securities Act, a
savings and loan association or other institution as defined in Section
3(a)(5)(A) of the Securities Act (acting either in its individual or fiduciary
capacity), a broker or dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934 (“broker/dealer”), affiliated with a
broker/dealer an insurance company as defined in Section 2(a)(13) of the
Securities Act, an investment company registered under the Investment Company
Act of 1940 (the “Investment Company Act”), a business development company as
defined in Section 2(a)(48) of the Investment Company Act, or 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?

     

    Yes_____        No_____

    


     

    H.
If you are an employee benefit plan, within the mean­ing of the Employee
Retire­ment Income Security Act of 1974, as amended ("ERISA"), (i) are your
in­­vest­ment decisions made by a bank, savings and loan
association, insurance com­pany, or registered investment advisor acting as
a plan fiduciary or any other type of “plan fiduciary” as such term is defined
in Section 3(21) of ERISA, (ii) are your total plan assets in excess of
$5,000,000, or (iii) if a self-directed plan, are your investment decisions made
sole­ly by persons that are accredited investors?  (If your answer
is "yes" to any of parts (i), (ii), or (iii) above, answer yes
below.)

     

    Yes_____        No_____

    


     

    I.
If you are a plan established and main­tained by a state, its political
subdivisions, or any agency or instrumentality of a state or its political
subdivisions, for the benefit of its employees, do you have total assets in
excess of $5,000,000?

     

    Yes_____        No_____

    


     

    J.
Are you a private business development company as defined in Section 202(a)(22)
of the Investment Advisers Act of 1940?

     

     Yes_____        No_____

     

    


    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    K.
If you are an entity, are all of the equity owners of the entity accredited
in­vestors, that is, can each equity owner answer "yes" to at least one of
the ques­tions in Sections (a) through (j) above?

     

    Yes_____        No_____

     

    If
this Section K is the only section that you have responded to in the
affirmative, you must identify each equity owner of the entity either below or
on a separate sheet if necessary, and each equity owner must also
separately  provide the Company with their own  fully
completed and executed Accredited Investor Questionnaire in order to demonstrate
that they are an accredited investor in their own capacity.

    


    Equity Owners:

    


    
 

    
 

    The
foregoing representation and warranty has been made by you with the
understanding that the Company is, and will be, relying upon the truth and
accuracy of the representation and warranty herein made by you in transferring
to you the shares of common stock without having regis­tered them under the
Securities Act or any applicable state securities laws, and you agree that such
representation and warranty shall survive your acquisition of the shares of
common stock.

     

    


     

    


     

    


     

    [balance
of page intentionally left blank]

     

    


     

    
      
        
        

      

      
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    IN
WITNESS WHEREOF, you have executed this Accredited Investor Questionnaire as of
the date set forth below, intending to be legally bound hereby.

     

     

     

    
      
        	
                Individuals sign
      below:

                 

                 

              	 	 	 	 
	 	 	 	 	 
	Signature of
      Subscriber         	 	 	Signature of Joint Subscriber, if
      any*	 
	
                 

              	 	 	
                 

              	 
	 	 	 	 	 
	Print
      Name of Subscriber       	 	 	Print
      Name of Joint Subscriber, if any*	 
	 	 	 	 	 
	
                *If
      investment is in joint names, both must sign.

              	 	 	 	 


      



                                                                      

    


     

    


    Date:
_____________________

    


    Corporations,
limited liability companies, trusts, partnerships, retirement plans or
retirement accounts and other entities sign below:

    


    


    ___________________________________________

     (Print
Name of Entity)

    


    


    By:_________________________________________

     (Signature)

    


    


    
 

     (Print
Name and Title of Signatory)

    


    


    Date:
___________________

    


    


    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    


    


    
 

     

    EXHIBIT
A

     

    


     

    Schedule
of Purchasers

     

    


     

    


     

    Name: _____________________

     

     

    Total
investment: __________

     

     

    Price per
share: US$ 1.35

     

     

    Number of shares of
commons stock US$ 0.01 each: _____

    
13