Private Placement Ethos


    NONE
      OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
      “SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES
      SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE
      SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN
      THE
      UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN
      EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
      STATE SECURITIES LAWS.

    


    PRIVATE
      PLACEMENT SUBSCRIPTION AGREEMENT 

    (United
      States Accredited Subscribers Only)

    


    TO:
       ETHOS
      ENVIRONMENTAL, INC. (the “Company”) 

           
       7015
      ALAMITOS AVE

    SAN
      DIEGO, CA 92154 USA

    


    Purchase
      of Shares

    


    1.
       Subscription

    


    1.1
       The
      undersigned, namely, Sonia Dominguez, (the “Subscriber”) hereby irrevocably
      subscribes for and agrees to purchase from the Company, on the basis of the
      representations and warranties and subject to the terms and conditions set
      forth
      herein, 50,000 common shares in the capital of the Company (the “Shares”) at the
      price of US$1.00 per Share (such subscription and agreement to purchase being
      the “Subscription”) for the total purchase price of $50,000 (the “Subscription
      Proceeds”) which is tendered herewith, on the basis of the representations and
      warranties and subject to the terms and conditions set forth
      herein.

    


    1.2
       Subject
      to the terms hereof, the Subscription will be effective upon its acceptance
      by
      the Company. The Subscriber acknowledges that the offering of the Shares
      contemplated hereby is part a private placement of Shares having an aggregate
      subscription level of US$50,000 (the “Offering”). The Offering is not subject to
      any minimum aggregate subscription level.

    


    2.
       Payment

    


    2.1
       The
      Subscription Proceeds must accompany this Subscription and shall be paid by
      certified check or bank draft drawn on a U.S. national bank made payable and
      delivered to the Company. Alternatively, the Subscription Proceeds may be wired
      to the Company to the wiring instructions that are provided in this Subscription
      Agreement.

    


    2.2
       The
      Subscriber acknowledges and agrees that this Subscription Agreement, the
      Subscription Proceeds and any other documents delivered in connection herewith
      will be held on behalf of the Company. In the event that this Subscription
      Agreement is not accepted by the Company for whatever reason, which the Company
      expressly reserves the right to do, within 30 days of the delivery of an
      executed Subscription Agreement by the Subscriber, this Subscription Agreement,
      the Subscription Proceeds (without interest thereon) and any other documents
      delivered in connection herewith will be returned to the Subscriber at the
      address of the Subscriber as set forth in this Subscription
      Agreement.

    2.3
       Where
      the
      Subscription Proceeds are paid to the Company, the Company is entitled to treat
      such Subscription Proceeds as an interest free loan to the Company until such
      time as the Subscription is accepted and the certificates representing the
      Shares have been issued to the Subscriber.

         
      

    3. 
           Questionnaire
      and Undertaking and Direction 

     

    3.1 The
      Subscriber must complete, sign and return to the Company the following
      documents: 

    


    (a) 
           two
      (2)
      executed copies of this Subscription Agreement; and 

    


        (b) 
           a
      Prospective Investor Suitability Questionnaire in the form attached as Appendix
      1 (the   “Questionnaire”).
      

    


    3.2   The
      Subscriber shall complete, sign and return to the Company as soon as possible,
      on request by the Company, any documents, questionnaires, notices and
      undertakings as may be required by regulatory authorities, stock exchanges
      and
      applicable law.

      

    4. 
           Closing 

    


    4.1 Closing
      of the offering (the “Offering”) of the Shares (the “Closing”) shall occur on
      March ___, 2007, or on such other date as may be determined by the Company
      (the
“Closing Date”).

     

    5. 
           Acknowledgements
      of Subscriber 

     

    5.1 
           The
      Subscriber acknowledges and agrees that: 

     

       (a) 
           the
      Shares have not been registered under the 1933 Act, or under any state
      securities or  “blue
      sky” laws of any state of the United States, and are being offered only in a
      transaction not involving  any
      public offering within the meaning of the 1933 Act, and, unless so registered,
      may not be offered or  sold
      in
      the United States or to U.S. Persons (as defined herein), except pursuant to
      an
      effective registration  statement
      under the 1933 Act, or pursuant to an exemption from, or in a transaction not
      subject to, the  registration
      requirements of the 1933 Act, and in each case only in accordance with
      applicable state  securities
      laws; 

     

       (b) 
           the
      Company will refuse to register any transfer of the Shares not made in
      accordance  with
      the
      provisions of Regulation S, pursuant to an effective registration statement
      under the 1933 Act or  pursuant
      to an available exemption from, or in a transaction not subject to, the
      registration requirements of  the
      1933
      Act; 

     

       (c) 
           the
      Company has not undertaken, and will have no obligation, to register any of
      the
 Shares
      under the 1933 Act; 

     

       (d) 
           the
      decision to execute this Subscription Agreement and purchase the Shares agreed
      to  be
      purchased hereunder has not been based upon any oral or written representation
      as to fact or otherwise  made
      by
      or on behalf of the Company and such decision is based entirely upon a review
      of
      information  (the
      “Company Information”) which has been provided by the Company to the Subscriber.
      If the Company  has
      presented a business plan or any other type of corporate profile to the
      Subscriber, the Subscriber  acknowledges
      that the business plan, the corporate profile and any projections or predictions
      contained in  any
      such
      documents may not be achieved or be achievable; 

     

       (e) 
           the
      Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity
      to
      ask  questions
      of and receive answers from the Company regarding the Offering, and to obtain
      additional  information,
      to the extent possessed or obtainable without unreasonable effort or expense,
      necessary
      to  verify
      the accuracy of the information contained in the Company Information, or any
      business plan,  corporate
      profile or any other document provided to the Subscriber;

    


    (f) 
           the
      books
      and records of the Company were available upon reasonable notice for
 inspection,
      subject to certain confidentiality restrictions, by the Subscriber during
      reasonable business  hours
      at
      its principal place of business and that all documents, records and books
      pertaining to this  Offering
      have been made available for inspection by the Subscriber, the Subscriber's
      attorney and/or  advisor(s);
      

     

    (g) 
           by
      execution hereof the Subscriber has waived the need for the Company to
 communicate
      its acceptance of the purchase of the Shares pursuant to this Subscription
      Agreement; 

     

    (h) 
           the
      Company is entitled to rely on the representations and warranties and the
      statements  and
      answers of the Subscriber contained in this Subscription Agreement and in the
      Questionnaire, and the  Subscriber
      will hold harmless the Company from any loss or damage it may suffer as a result
      of the  Subscriber's
      failure to correctly complete this Subscription Agreement or the Questionnaire;
      

     

    (i) 
           the
      Subscriber will indemnify and hold harmless the Company and, where applicable,
      its  respective
      directors, officers, employees, agents, advisors and shareholders from and
      against any and all  loss,
      liability, claim, damage and expense whatsoever (including, but not limited
      to,
      any and all fees, costs  and
      expenses whatsoever reasonably incurred in investigating, preparing or defending
      against any claim,  lawsuit,
      administrative proceeding or investigation whether commenced or threatened)
      arising out of or  based
      upon any representation or warranty of the Subscriber contained herein, the
      Questionnaire or in any  other
      document furnished by the Subscriber to the Company in connection herewith,
      being untrue in any  material
      respect or any breach or failure by the Subscriber to comply with any covenant
      or agreement  made
      by
      the Subscriber to the Company in connection therewith; 

     

    (j) 
           the
      issuance and sale of the Shares to the Subscriber will not be completed if
      it
      would be  unlawful
      or if, in the discretion of the Company acting reasonably, it is not in the
      best
      interests of the  Company;
      

     

    (k) 
           the
      Subscriber has been advised to consult its own legal, tax and other advisors
      with  respect
      to the merits and risks of an investment in the Shares and with respect to
      applicable resale  restrictions
      and it is solely responsible (and the Company is in any way responsible) for
      compliance with  applicable
      resale restrictions; 

     

    (l) 
           the
      Shares are not listed on any stock exchange or automated dealer quotation system
       and
      no
      representation has been made to the Subscriber that any of the Shares will
      become listed on any  stock
      exchange or automated dealer quotation system, except that currently certain
      market makers make  market
      in
      shares of the Company on the National Association of Securities Dealers Inc.'s
      OTC Bulletin  Board;
      

     

    (m) 
           neither
      the SEC nor any other securities commission or similar regulatory authority
      has
 reviewed
      or passed on the merits of the Shares; 

     

    (n) 
           no
      documents in connection with this Offering have been reviewed by the SEC or
      any
 state
      securities administrators; 

     

    (o) 
           there
      is
      no government or other insurance covering any of the Shares; and 

     

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

    


    6. 
           Representations,
      Warranties and Covenants of the Subscriber 

     

    6.1 The
      Subscriber hereby represents and warrants to and covenants with the Company
      (which representations, warranties and covenants shall survive the Closing)
      that:

       

    (a) 
           the
      Subscriber is resident in the United States; 

    


    (b) 
           the
      Subscriber has received and carefully read this Subscription Agreement;


    


    (c) 
           the
      Subscriber has the legal capacity and competence to enter into and execute
      this
 Subscription
      Agreement and to take all actions required pursuant hereto and, if the
      Subscriber is a  corporation,
      it is duly incorporated and validly subsisting under the laws of its
      jurisdiction of incorporation  and
      all
      necessary approvals by its directors,  shareholders
      and others have been obtained to authorize  execution
      and performance of this Subscription Agreement on behalf of the Subscriber;
      

    


    (d) 
           the
      Subscriber (i) has adequate net worth and means of providing for its current
      financial  needs
      and
      possible personal contingencies, (ii) has no need for liquidity in this
      investment, and (iii) is able  to
      bear
      the economic risks of an investment in the Shares for an indefinite period
      of
      time, and can afford  the
      complete loss of such investment; 

    


    (e) 
           the
      Subscriber is aware that an investment in the Company is speculative and
      involves  certain
      risks, including the possible loss of the investment; 

    


    (f) 
           the
      entering into of this Subscription Agreement and the transactions contemplated
       hereby
      do
      not result in the violation of any of the terms and provisions of any law
      applicable to, or, if  applicable,
      the constating documents of, the Subscriber, or of any agreement, written or
      oral, to which the  Subscriber
      may be a party or by which the Subscriber is or may be bound; 

    


    (g) 
           the
      Subscriber has duly executed and delivered this Subscription Agreement and
      it
 constitutes
      a valid and binding agreement of the Subscriber enforceable against the
      Subscriber; 

     

    (h) 
           the
      Subscriber has the requisite knowledge and experience in financial and business
       matters
      as to be capable of evaluating the merits and risks of the investment in the
      Shares and the  Company,
      and the Subscriber is providing evidence of such knowledge and experience in
      these matters  through
      the information requested in the Questionnaire; 

     

    (i) 
           the
      Subscriber understands and agrees that the Company and others will rely upon
      the
 truth
      and
      accuracy of the acknowledgements, representations and agreements contained
      in
      this  Subscription
      Agreement, and agrees that if any of such acknowledgements, representations
      and
 agreements
      are no longer  accurate
      or have been breached, the Subscriber shall promptly notify the  Company;
      

     

    (j) 
           All
      information contained in the Questionnaire is complete and accurate and may
      be
 relied
      upon by the Company, and the Subscriber will notify the Company immediately
      of
      any material  change
      in
      any such information occurring prior to the closing of the purchase of the
      Shares; 

     

    (k) 
           the
      Subscriber is purchasing the Shares for its own account for investment purposes
      only  and
      not
      for the account of any other person and not for distribution, assignment or
      resale to others, and no  other
      person has a direct or indirect beneficial interest is such Shares, and the
      Subscriber has not  subdivided
      his interest in the Shares with any other person; 

     

    (l) 
           the
      Subscriber is not an underwriter of, or dealer in, the common shares of the
      Company,  nor
      is
      the Subscriber participating, pursuant to a contractual agreement or otherwise,
      in the distribution of  the
      Shares; 

     

    (m) 
           the
      Subscriber has made an independent examination and investigation of an
      investment  in
      the
      Shares and the Company and has depended on the advice of its legal and financial
      advisors and  agrees
      that the Company will not be responsible in anyway whatsoever for the
      Subscriber's decision to  invest
      in
      the Shares and the Company; 

     

    (n) 
           if
      the
      Subscriber is acquiring the Shares as a fiduciary or agent for one or more
      investor  accounts,
      the investor accounts for which the Subscriber acts as a fiduciary or agent
      satisfy the definition  of
      an
“Accredited Investor”, as the term is defined under Regulation D of the 1933
      Act; 

     

    (o) 
           if
      the
      Subscriber is acquiring the Shares as a fiduciary or agent for one or more
      investor  accounts,
      the Subscriber has sole investment discretion with respect to each such account,
      and the  Subscriber
      has full power to make the foregoing acknowledgements, representations and
      agreements on  behalf
      of
      such account; 

     

    (p) 
           the
      Subscriber is not aware of any advertisement of any of the Shares and is not
       acquiring
      the Shares as a result of any form of general solicitation or general
      advertising including  advertisements,
      articles, notices or other communications published in any newspaper, magazine
      or similar  media
      or
      broadcast over radio or television, or any seminar or meeting whose attendees
      have been invited  by
      general solicitation or general advertising; and 

     

    (q) 
           no
      person
      has made to the Subscriber any written or oral representations: 

     

        (i) 
           that
      any
      person will resell or repurchase any of the Shares; 

     

        (ii) 
           that
      any
      person will refund the purchase price of any of the Shares; 

     

        (iii) 
           as
      to the
      future price or value of any of the Shares; or 

     

    (iv) 
           that
      any
      of the Shares will be listed and posted for trading on any stock  exchange
      or automated dealer quotation system or that application has been made to list
      and post  any
      of
      the Shares of the Company on any stock exchange or automated dealer quotation
      system. 

      

    6.2 In
      this
      Subscription Agreement, the term “U.S. Person” shall have the meaning ascribed
      thereto in Regulation S and for the purpose of the Subscription includes any
      person in the United States.

     
         
      

    7. 
           Acknowledgement
      and Waiver 

     

    7.1 
           The
      Subscriber has acknowledged that the decision to purchase the Shares was solely
      made on the basis of publicly available information. The Subscriber hereby
      waives, to the fullest extent permitted by law, any rights of withdrawal,
      rescission or compensation for damages to which the Subscriber might be entitled
      in connection with the distribution of any of the Shares. 

     

    8. Representations
      and Warranties will be Relied Upon by the Company 

     

    8.1 
           The
      Subscriber acknowledges that the representations and warranties contained herein
      are made by it with the intention that they may be relied upon by the Company
      and its legal counsel in determining the Subscriber's eligibility to purchase
      the Shares under applicable securities legislation, or (if applicable) the
      eligibility of others on whose behalf it is contracting hereunder to purchase
      the Shares under applicable securities legislation.

      

    The
      Subscriber further agrees that by accepting delivery of the certificates
      representing the Shares on the Closing Date, it will be representing and
      warranting that the representations and warranties contained herein are true
      and
      correct as at the Closing Date with the same force and effect as if they had
      been made by the Subscriber at the Closing Date and that they will survive
      the
      purchase by the Subscriber of Shares and will continue in full force and effect
      notwithstanding any subsequent disposition by the Subscriber of such
      Shares.

    


    9. 
           Resale
      Restrictions 

     

    9.1 
           The
      Subscriber acknowledges that any resale of the Shares will be subject to resale
      restrictions contained in the securities legislation applicable to each
      Subscriber or proposed transferee. The Subscriber acknowledges that the Shares
      have not been registered under the 1933 Act of the securities laws of any state
      of the United States and that the Company does not intend to register same
      under
      the 1933 Act, or the securities laws of any such state and has no obligation
      to
      do so. The Shares may not be offered or sold in the United States unless
      registered in accordance with federal securities laws and all applicable state
      securities laws or exemptions from such registration requirements are
      available.

     

    10. 
           Legending
      and Registration of Subject Shares 

     

    10.1 
           The
      Subscriber hereby acknowledges that that upon the issuance thereof, and until
      such time as the same is no longer required under the applicable securities
      laws
      and regulations, the certificates representing any of the Shares will bear
      a
      legend in substantially the following form:

    


    “NONE
      OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED
      STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE
      SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD EXCEPT
      PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT
      TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
      STATE SECURITIES LAWS.”

    


    The
      Subscriber hereby acknowledges and agrees to the Company making a notation
      on
      its records or giving instructions to the registrar and transfer agent of the
      Company in order to implement the restrictions on transfer set forth and
      described in this Subscription Agreement.

    


    11. 
           Costs
      

     

    11.1 
           The
      Subscriber acknowledges and agrees that all costs and expenses incurred by
      the
      Subscriber (including any fees and disbursements of any special counsel retained
      by the Subscriber) relating to the purchase of the Shares shall be borne by
      the
      Subscriber.

     
        
      

    11.2 The
      Subscriber hereby acknowledges and agrees to the Company making a notation
      on
      its records or giving instructions to the registrar and transfer agent of the
      Company in order to implement the restrictions on transfer set forth and
      described in this Subscription Agreement.

    


    12.  Governing
      Law 

     

    12.1 
           This
      Subscription Agreement is governed by the laws of the State of Nevada and the
      federal laws of the United States of America applicable therein. The Subscriber,
      in its personal or corporate capacity and, if applicable, on behalf of each
      beneficial purchaser for whom it is acting, irrevocably agrees to the
      jurisdiction of the State of Nevada.

    13. Survival  

      
      

    13.1 This
      Subscription Agreement, including without limitation the representations,
      warranties and covenants contained herein, shall survive and continue in
      full force and effect and be binding upon the parties hereto notwithstanding
      the
      completion of the purchase of the Shares by the Subscriber pursuant
      hereto.   

       
      

    14. 
       Assignment 
      

       
      

    14.1 
       This
      Subscription Agreement is not transferable or assignable.  

      
      

    15. Severability 

      
      

    15.1 
       The
      invalidity or unenforceability of any particular provision of this Subscription
      Agreement shall not affect or limit the validity or enforceability of the
      remaining provisions of this Subscription Agreement.   

      
      

    16. 
       Entire
      Agreement  

      
         
      

    16.1 
       Except
      as
      expressly provided in this Subscription Agreement and in the agreements,
      instruments and other documents contemplated or provided for herein, this
      Subscription Agreement contains the entire agreement between the parties
      with respect to the sale of the Shares and there are no other terms,
      conditions, representations or warranties, whether expressed, implied, oral
      or written, by statute or common law, by the Company or by anyone else. 


    


    


    17. 
       Notices  

     
         
      

    17.1 All
      notices and other communications hereunder shall be in writing and shall be
      deemed to have been duly given if mailed or transmitted by any standard
      form of telecommunication. Notices to the Subscriber shall be directed to
      the address on the signature page of this Subscription Agreement and notices
      to
      the Company shall be directed to it at the address written above,
      Attention: The President; fax number: (619) 575-9300.

    


    18. 
           Counterparts
      and Electronic Means 

     

    18.1 
           This
      Subscription Agreement may be executed in any number of counterparts, each
      of
      which, when so executed and delivered, shall constitute an original and all
      of
      which together shall constitute one instrument. Delivery of an executed copy
      of
      this Agreement by electronic facsimile transmission or other means of electronic
      communication capable of producing a printed copy will be deemed to be execution
      and delivery of this Agreement as of the date hereinafter set forth.


    


    IN
      WITNESS WHEREOF,
      the
      Subscriber has duly executed this Subscription Agreement as of the date
      hereinafter set forth.

    


    DELIVERY
      AND REGISTRATION INSTRUCTIONS

    


    
      	
              1. 
                    

            	
              Delivery
                - please deliver the Share certificates to: 

            
	
               

            	
               _________________________________________________________________

            
	
               

            	
               _________________________________________________________________ 

            
	
               

            	
                
                

            
	
              2. 
                    

            	
              Registration
                - registration of the certificates which are to be delivered at closing
                should be made as follows: 

            
	
                   
                  _________________________________________________________________

            
	
               

            	
              (name)
                

            
	
                   
                  _________________________________________________________________

            
	
               

            	
              (address)
                

            
	
                
                

            
	
              3. 
                    

            	
              The
                undersigned hereby acknowledges that he or she will deliver to the
                Company
                all such additional completed forms in respect of the Subscriber's
                purchase of the Shares as may be required for filing with the appropriate
                securities commissions and regulatory authorities. 

            
	
               

            


    

    


    _________________________________________________________________

    (Name
      of
      Subscriber - Please type or print)

    


    _________________________________________________________________

    (Signature
      and, if applicable, Office)

    


    _________________________________________________________________

    (Address
      of Subscriber)

    


    _________________________________________________________________

    (City,
      State, and Zip Code of Subscriber)

    


    United
      States of America

    _________________________________________________________________

    (Country
      of Subscriber)

    


    _________________________________________________________________

    (Fax
      Number and email address)

    


    ACCEPTANCE

    


    The
      above-mentioned Subscription Agreement in respect of the Shares is hereby
      accepted by Ethos Environmental, Inc.

    


    DATED
      at
      __________________________________, the _______day of __________________,
      2007.

    


    


    ETHOS
      ENVIRONMENTAL, INC.

    


    


    


    ___________________________________________

    Title:

    Authorized
      Signatory


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX
      1

     

    ACCREDITED
      INVESTOR QUESTIONNAIRE

    


    All
      capitalized terms herein, unless otherwise defined, have the meanings ascribed
      thereto in the Subscription Agreement.

    


    This
      Questionnaire is for use by each Subscriber who is a US person (as that term
      is
      defined Regulation S of the United States Securities Act of 1933 (the “1933
      Act”)) and has indicated an interest in purchasing Shares of ETHOS
      ENVIRONMENTAL, INC. (the “Company”). The purpose of this Questionnaire is to
      assure the Company that each Subscriber will meet the standards imposed by
      the
      1933 Act and the appropriate exemptions of applicable state securities laws.
      The
      Company will rely on the information contained in this Questionnaire for the
      purposes of such determination. The Shares will not be registered under the
      1933
      Act in reliance upon the exemption from registration afforded by Section 3(b)
      and/or Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is
      not
      an offer of the Shares or any other securities of the Company in any state
      other
      than those specifically authorized by the Company.

    


    All
      information contained in this Questionnaire will be treated as confidential.
      However, by signing and returning this Questionnaire, each Subscriber agrees
      that, if necessary, this Questionnaire may be presented to such parties as
      the
      Company deems appropriate to establish the availability, under the 1933 Act
      or
      applicable state securities law, of exemption from registration in connection
      with the sale of the Shares hereunder.

    


    The
      Subscriber covenants, represents and warrants to the Company that it satisfies
      one or more of the categories of “Accredited Investors”, as defined by
      Regulation D promulgated under the 1933 Act, as indicated below: (Please initial
      in the space provide those categories, if any, of an “Accredited Investor” which
      the Subscriber satisfies)

    


    
      	
              ______
                Category 1  

            	
              An
                organization described in Section 501(c)(3) of the United States
                Internal
                Revenue Code, 

            
	
               
                

            	
              a
                corporation, a Massachusetts or similar business trust or partnership,
                not
                formed for the specific

            
	
               
                

            	
              purpose
                of acquiring the Shares, with total assets in excess of US
                $5,000,000; 

            
	
              ______
                Category 2  

            	
              A
                natural person whose individual net worth, or joint net worth
                with that person's spouse, on the

            
	
               
                

            	
              date
                of purchase exceeds US $1,000,000;  

            
	
              ______
                Category 3  

            	
              A
                natural person who had an individual income in excess of US $200,000
                in each of the two most

            
	
               
                

            	
              recent
                years or joint income with that person's spouse in excess of US $300,000
                in each of those years and has a reasonable expectation of reaching
                the same income level in the current year; 

            
	
              ______
                Category 4  

            	
              A
                “bank” as defined under Section (3)(a)(2) of the 1933 Act or
                savings and loan association or other institution as defined
                in Section 3(a)(5)(A) of the 1933 Act acting in its individual or
                fiduciary capacity; a broker dealer registered pursuant to Section 15
                of the Securities Exchange Act of 1934 (United States); an insurance
                company as defined in Section 2(13) of the 1933 Act; an investment
                company registered under the Investment Company Act of 1940 (United
                States) or a business development company as defined in Section
                2(a)(48) of such Act; 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 (United States); a plan
                with total assets in excess of $5,000,000 established and maintained
                by a state, a political subdivision thereof, or an agency or
                instrumentality of a state or a political subdivision thereof, for
                the benefit of its employees; an employee benefit plan within the
                meaning
                of the Employee Retirement Income Security Act of 1974 (United
                States) whose investment decisions are made by a plan fiduciary, as
                defined in Section 3(21) of such Act, which is either a bank, savings
                and loan association, insurance company or registered investment
                adviser, or if the employee benefit plan has total assets in excess
                of $5,000,000, or, if a self- directed plan, whose investment decisions
                are made solely by persons that are accredited
                investors; 

            
	
              ______
                Category 5  

            	
              A
                private business development company as defined in Section 202(a)(22)
                of the Investment Advisers Act of 1940
                (United States); 

            
	
              ______
                Category 6  

            	
              A
                director or executive officer of the Company;  

            
	
              ______
                Category 7  

            	
              A
                trust with total assets in excess of $5,000,000, not formed for
                the specific purpose of acquiring the Shares, whose purchase is
                directed by a sophisticated person as described in Rule 506(b)(2)(ii)
                under the 1933 Act; 

            
	
              ______
                Category 8  

            	
              An
                entity in which all of the equity owners satisfy the requirements
                of one
                or more of the foregoing categories; 

            
	
               
                

            	 


    

    


    Note
      that
      prospective Subscribers claiming to satisfy one of the above categories of
      Accredited Investor may be required to supply the Company with a balance sheet,
      prior years' federal income tax returns or other appropriate documentation
      to
      verify and substantiate the Subscriber's status as an Accredited
      Investor.

    


    If
      the
      Subscriber is an entity which initialed Category 8 in reliance upon the
      Accredited Investor categories above, state the name, address, total personal
      income from all sources for the previous calendar year, and the net worth
      (exclusive of home, home furnishings and personal automobiles) for each equity
      owner of the said entity:

    


    _______________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________
      

    


    The
      Subscriber hereby certifies that the information contained in this Questionnaire
      is complete and accurate and the Subscriber will notify the Company promptly
      of
      any change in any such information. If this Questionnaire is being completed
      on
      behalf of a corporation, partnership, trust or estate, the person executing
      on
      behalf of the Subscriber represents that it has the authority to execute and
      deliver this Questionnaire on behalf of such entity.

    


    
      	
              IN
                WITNESS WHEREOF,
                the undersigned has executed this
                Questionnaire as of March ______, 2007.  
                

               
                    

            
	
              If
                a Corporation, Partnership or Other Entity:  

            	
               
                

            	
               
                

            	
              If
                an Individual:  

            	
               
                

            	
               
                

            	
               
                

            	
               
                

            	
               
                

            
	
               
                

              ____________________________________________

              Print
                or Type Name of Entity  

            	
               
                

            	
               
                

            	
              _____________________________________________

              Signature 
                

            	
               
                

            	
               
                

            	
               
                

            	
               
                

            	
               
                

            
	
               
                

              ____________________________________________

              Signature
                of Authorized Signatory  

            	
               
                

            	
               
                

            	
              _____________________________________________

              Print
                or Type Name  

            	
               
                

            	
               
                

            	
               
                

            	
               
                

            	
               
                

            
	
               
                

              ____________________________________________

              Type
                of Entity

            	 	 	
              _____________________________________________

              Social
                Security/Tax I.D. Number