Unassociated Document


    EXHIBIT
      A

    SUBSCRIPTION
      AGREEMENT

    AND

    LETTER
      OF INVESTMENT INTENT

    


    The
      Small
      Business Company, Inc.

    674
      Via
      de La Valle, Suite 226

    Solana
      Beach, California 92075

     

    Gentlemen:

     

    The
      undersigned irrevocably subscribe(s) for and agrees to purchase the number
      of
      investment units (“Units”) indicated below (above the signature(s) of the
      undersigned) of The Small Business Company, Inc., an Delaware corporation
      (“Company”), each Unit consisting of a $25,000 subordinated convertible
      debenture (“Debenture”) and a warrant (“Warrant”) to purchase 25,000 shares of
      common stock of the Company, par value $0.0001 per share (“Common Stock”), upon
      the terms and conditions set forth below. A check payable to “The Small Business
      Company, Inc. Escrow Account” in the amount of the full purchase price of the
      Units subscribed for is enclosed herewith. The undersigned agree(s) that the
      Company has the right to reject any subscription for Units for any reason and
      will promptly return the funds delivered herewith in the event that this
      subscription is rejected. The undersigned acknowledge(s) that the Company and
      any placement agent will rely upon the accuracy and completeness of the
      representations contained herein in complying with applicable securities laws
      and agrees to notify the Company immediately of any material change in such
      information.

     

    Each
      of
      the undersigned acknowledges and represents as follows:

     

    (a) That
      the
      undersigned has conducted his/her/its own due diligence investigation of the
      Company and its Stock, and has received and reviewed the private placement
      memorandum of the Company, dated February 16, 2007 (“Memorandum”), relating to
      the offering, and reviewed such books, financial statements, records, business
      plans, resumes of officers and directors, and other information as the
      undersigned deems relevant and desirable to aid in his/her/its evaluation of
      opportunities and risks of investing in the Units;

     

    (b) That
      the
      undersigned (i) believes that he/she/it, either alone or with the assistance
      of
      his/her/its professional advisor(s), has the knowledge and experience in
      financial and business matters necessary to evaluate the merits and risks of
      an
      investment in the Units and (ii) has obtained, to the extent he/she/it deems
      necessary, his/her/its own personal professional advice with respect to the
      risks associated with (and suitability of) an investment in the Units in light
      of his/her/its economic condition and financial needs;

     

    (c) That
      the
      undersigned has been given access to full and complete information regarding
      the
      Company and has utilized such access to his/her/its satisfaction for the purpose
      of obtaining information in addition to, or verifying information included
      in,
      the Memorandum; and particularly, the undersigned has either met or been given
      a
      reasonable opportunity to meet with representatives of the Company for the
      purpose of asking questions of, and receiving answers from, such representatives
      concerning the terms and conditions of the offering of Units and to obtain
      any
      additional information to the extent reasonably available, necessary to verify
      the accuracy of information provided in the Memorandum;

     

    (d) That
      the
      undersigned (i) recognizes that the Units (including the Debentures and the
      Warrants) as an investment involve a high degree of risk, including, but not
      limited to, the risks described in the Memorandum under the caption “Risk
      Factors,” and (ii) is in financial position to be able to bear the economic risk
      and withstand a complete loss of his/her/its investment;

     

    (e) That
      the
      undersigned realizes that (i) the Units (including the Debentures, the Warrants
      and Common Stock issued upon the conversion of Debentures or the exercise of
      Warrants) are an illiquid investment; (ii) purchasers of Units must bear the
      economic risk of investment indefinitely because such securities have not been
      registered under the Securities Act and, therefore, cannot be sold unless they
      are subsequently registered under the Securities Act or an exemption from such
      registration is available; (iii) there is presently no public market for the
      Units (including the Debentures, the Warrants and Common Stock issued upon
      the
      conversion of Debentures or the exercise of Warrants) and the undersigned may
      not be able to liquidate his/her/its investment in the event of an emergency
      or
      pledge securities as collateral security for loans; and (iv) the transferability
      of Units (including the Debentures, the Warrants and Common Stock issued upon
      the conversion of Debentures or the exercise of Warrants ) and (A) requires
      conformity with the restrictions contained in paragraph 2, below, and (B) will
      be further restricted by a legend placed on the certificates representing
      Debentures, the Warrants and Common Stock issued upon the conversion of
      Debentures or the exercise of Warrants), stating that the securities represented
      thereby have not been registered under the Securities Act and referencing the
      restrictions on the transferability of such securities.

     

    
      
         

      

      
        A-1

        
          

        

      

      
         

      

    

     

    (f) The
      undersigned has been advised that the Units (including the Debentures, the
      Warrants and Common Stock issued upon the conversion of Debentures or the
      exercise of Warrants) have not been registered under the Securities Act or
      applicable state securities laws, but are being offered and sold pursuant to
      exemptions from such registration, and that your reliance upon such exemptions
      is predicated in part on the representations and warranties of the undersigned
      that (i) any Units (including the Debentures, the Warrants and Common Stock
      issued upon the conversion of Debentures or the exercise of Warrants) purchased
      are for his/her/its own account, for investment, and without the intention
      of
      reselling or redistributing the same, (ii) he/she/it has made no agreement
      with
      others regarding any Units (including the Debentures, the Warrants and Common
      Stock issued upon the conversion of Debentures or the exercise of Warrants)
      purchased and (iii) his/her/its financial condition is such that it is not
      likely that it will be necessary to dispose of any Units (including the
      Debentures, the Warrants and Common Stock issued upon the conversion of
      Debentures or the exercise of Warrants) in the foreseeable future. The
      undersigned is aware that, in the view of the Securities and Exchange
      Commission, the purchase of Units (including the Debentures, the Warrants and
      Common Stock issued upon the conversion of Debentures or the exercise of
      Warrants) with an intent to resell by reason of any foreseeable specific
      contingency or anticipated change in market values, or any change in the
      condition of the Company, or in connection with a contemplated liquidation
      or
      settlement of any loan obtained for the acquisition of Units (including the
      Debentures, the Warrants and Common Stock issued upon the conversion of
      Debentures or the exercise of Warrants) and for which such securities are
      pledged as security, would represent an intent inconsistent with the foregoing
      representations. The undersigned further represents and agrees that if, contrary
      to his/her/its foregoing intentions, he/she/it should later desire to dispose
      of
      or transfer any Units (including the Debentures, the Warrants and Common Stock
      issued upon the conversion of Debentures or the exercise of Warrants) in any
      manner, he/she/it shall not do so without first obtaining (i) opinion of counsel
      satisfactory to the Company that such proposed disposition or transfer lawfully
      may be made insofar as Company's liability is concerned without registration
      of
      such securities for such purpose under the Securities Act and applicable state
      securities laws, or (ii) such registration.

     

    ALL
      INFORMATION SUPPLIED IN RESPONSE TO PARAGRAPHS 2 THROUGH
      10

    WILL
      BE TREATED AS CONFIDENTIAL.

     

    1.  This
      offering is limited to subscribers who are “accredited investors” (as defined in
      Rule 501 of Regulation D promulgated by the Common Stock and Exchange Commission
      under the Securities Act). The undersigned represents and warrants that
      he/she/it or the purchaser named in this Agreement comes within each category
      marked below. The undersigned agrees to promptly furnish any additional
      information which the Company deems necessary to form a reasonable belief as
      to
      the status of the undersigned as an accredited or non-accredited
      investor.

     

    2.             
      INDICATE
      EACH INVESTOR CATEGORY WHICH DESCRIBES THE UNDERSIGNED

    BY
      PLACING AN “X” IN THE APPROPRIATE BOX(ES).

     

    The
      undersigned is an “accredited investor” as defined in Rule 502(b) of Regulation
      D, promulgated under the Securities Act of 1933 because (select all that
      apply):

     

    
      	 	o 	
              a
                natural person (not a partnership, corporation, etc.) whose individual
                net
                worth, or joint net worth with his/her spouse, presently and at the
                time
                of purchase exceeds $1,000,000.

            


    

     

    Note.
      Calculate net worth to include equity in personal property and real estate,
      including your principal residence, cash, short-term investments, stocks and
      securities. Equity in personal property and real estate should be based on
      the
      fair market value less debt secured by such property.

     

    
      	 	o 	
              a
                natural person (not a partnership, corporation, etc.) who had an
                individual income in excess of $200,000, or joint income of more
                than
                $300,000 when income of his/her spouse is included, in each of the
                last
                two years (including foreign income, tax exempt income and full amount
                of
                capital gains against losses) and reasonably expects the same level
                of
                income in the current year.

            


    

     

    
      	 	o 	
              an
                employee benefit plan within the meaning of Title I of the Employee
                Retirement Income Security Act of 1974 (i) with investment decisions
                made
                by a plan fiduciary which is a bank, savings and loan association,
                insurance company or registered investment advisor, or (ii) with
                total
                assets in excess of $5,000,000, or (iii) which is a self-directed
                plan
                with investment decisions made solely by accredited
                investors.

            


    

     

    
      	 	o 	
              a
                corporation, business trust, or partnership, not formed for the purpose
                of
                acquiring the securities subscribed for, with total assets in excess
                of
                $5,000,000.

            


    

     

    
      	 	 	 
	 	
              (Description
                of Entity)

            	 


    

     

    
      
        	 	o 	
                a
                  director or an executive officer of the
                  Company.

              


      

    

    
       

      
        
           

        

        
          A-2

          
            

          

        

        
           

        

      

       

      
        	 	o 	
                a
                  trust, with total assets in excess of $5,000,000, whose investment
                  decisions are made by sophisticated persons as described in Rule
                  506 of
                  Regulation D promulgated by the Securities and Exchange Commission
                  under
                  the Securities Act. 

              


        
           

          
            	 	o 	
                    
                      other
                        category defined as an “accredited investor” under Item 502(b) of
                        Regulation D. 

                    

                  


            
               

            

          

        

      

    

    
      	 	 	 
	 	
              (Description
                of Entity)

            	 


    

     

    Note.
      If
      relying upon this category, please specify the category relied
      upon.

     

    
      	 	o 	
              
                an
                  entity all the equity owners of which are “accredited investors” within
                  one or more of the above
                  categories.

              

            


    

     


    
      	 	 	 
	 	
              (Description
                of Entity)

            	 


    

     

    ALL
      INFORMATION SUPPLIED IN RESPONSE TO PARAGRAPHS 2 THROUGH
      10

    WILL
      BE TREATED AS CONFIDENTIAL.

    


    
      	
              INFORMATION
                REQUIRED OF ALL PROSPECTIVE INVESTORS.
                (If a particular question is not applicable, insert "N/A." Attach
                additional pages as needed.)

            


    

     

    
      	 	
              Name:

            	 	 	
              Soc.
                Sec. No.: 

            	 	 
	 	
              Name:

            	 	 	
              Soc.
                Sec. No.:

            	 	 
	 	
              Street:

            	 	 	
              Telephone:

            	 	 
	 	
              City:

            	 	 	
              Cell
                Phone:

            	 	 
	 	
              State:

            	 	 	
              Fax
                No.:

            	 	 
	 	
              Zip:

            	 	 	
              E-Mail:

            	 	 


    

     

    
      REGISTRATION
        OF SECURITIES.
        (Fill
        out if different than above, e.g. for trusts, pension plans,
        etc.):

    

     

    
      	 	 	 	 	 
	 	
              Name
                of Registered Holder(s)

            	 	
              Federal
                I.D. No.

            	 
	 	 	 	 	 
	 	
              Street
                Address

            	 	
              Telephone
                Number

            	 
	 	 	 	 	 
	 	
              City,
                State, Zip Code

            	 	
              Web
                Site

            	 


    

     

    
      	
               

              OWNERSHIP:

            	
              o Individually

            	
              o 
Marital
                Prop

            	
              o    
                JtTenRtSurv

            	
              o TenCom

            	
              o Other

            
	 	
              o Corporation

            	
              o Partnership

            	
              o
                Trust

            	
              o IRA

            	
              o Qualified
                Plan

            


    

     

    Notice
      to the Undersigned: If
      Units
      (including the Debentures, the Warrants and Common Stock issued upon the
      conversion of Debentures or the exercise of Warrants) are to be registered
      jointly, all owners must sign. For IRAs/Qualified Plans, the trustee must sign.
      Any registration in the names of two or more co-owners will, unless otherwise
      specified, be as joint tenants with rights of survivorship and not as tenants
      in
      common. Each subscriber certifies that he/she/it has full capacity to enter
      into
      this Agreement. This subscription is subject to acceptance by the Company and
      will not be accepted unless accompanied by payment in full.

     

    
      
         

      

      
        A-3

        
          

        

      

      
         

      

    

     

    WITHHOLDING
      CERTIFICATION

     

    Each
      of
      the undersigned certifies under penalty of perjury that:

     

    (1) The
      Social Security Number or other Federal Tax I.D. Number entered above is
      correct.

     

    (2) The
      undersigned is not subject to backup withholding because:

     

    (a) The
      IRS
      has not informed the undersigned that he/she/it is subject to backup
      withholding.

    (b) The
      IRS
      has notified the undersigned that he/she/it is no longer subject to backup
      withholding.

    Note:
      If this
      statement is not true and you are subject to backup withholding, strike out
      section (2).

     

    FURTHER
      REPRESENTATIONS OF EACH SUBSCRIBER

     

    Investment
      Experience

     

    3.  The
      undersigned has sufficient knowledge and experience in financial and business
      matters to evaluate the merits and risks of an investment in the securities
      offered in the Memorandum without the assistance of a purchaser
      representative.

     

    4.  The
      undersigned has sufficient knowledge and experience in making “investment
      decisions” to invest in this offering.

     

    Investment
      Goals

     

    5.  The
      investment needs and objectives of the undersigned include speculation in the
      hope for capital appreciation from this investment. Any prior instructions
      to a
      broker dealer or on a new account form are deemed amended consistent with this
      goal.

     

    No
      Reliance on Forward Looking Information

     

    6.  The
      undersigned acknowledges that forward looking information, such as Company
      financial projections, product or service development plans, marketing plans,
      financial budgets or project plans, or of any other forward looking information
      obtained from the Company are at best an indication of management hopes and
      aspirations, and should not be viewed as an assurance that the securities sold
      herein will achieve any particular value at a future date or that they can
      be
      sold at a profit. No one can assure or has guaranteed ultimate success of the
      business of the Company or of the investment made hereby. The undersigned agrees
      to disregard and not rely on forward looking information when making an
      investment decision in the securities.

     

    Private
      Character of Offering

     

    7.  The
      undersigned did not learn of the availability of the offering of securities
      described in the Memorandum from either the Company or any person acting on
      its
      behalf, through any form of general solicitation or advertising, including
      by
      illustration but not in limitation of the foregoing, by virtue of membership
      in
      any organization that communicates investment opportunities to its members
      through use of one or more means of mass communication.

     

    8.  The
      undersigned is informed of the significance to you of the foregoing
      representations, and they are made with the intention that you and each
      placement agent will rely upon them. The undersigned agrees to notify you and
      your placement agent promptly of any material change in the information provided
      herein. The undersigned agrees to indemnify you and your officers, directors,
      controlling persons and agents against all loss, liability, costs and expenses
      (including reasonable attorneys’ fees) arising as result of any
      misrepresentations made by me in this Agreement, of my breach of this Agreement,
      or of my transfer of the securities purchased hereunder in violation of federal
      and/or applicable state securities laws. The undersigned also agrees that the
      representations, certifications, and agreements set forth in this Agreement
      shall survive the purchase and delivery of the Stock.

     

    8. The
      undersigned ois
ois
      not
      currently the holder of securities issued by the Company or its
      affiliates.

     

    9.The
      undersigned, if other than a natural person, makes the following additional
      representations:

     

    	1.  	
            the
              undersigned was not organized for the specific purpose of acquiring
              Units
              (including the Debentures, the Warrants and Common Stock issued upon
              the
              conversion of Debentures or the exercise of Warrants)
              and

          


     

    	2.  	
            this
              Agreement has been duly authorized by all necessary action on the part
              of
              the undersigned, duly executed by an authorized representative thereof,
              and is a legal, valid and binding obligation of the undersigned
              enforceable in accordance with its terms.

          


     

    10. All
      covenants, agreements, representations and warranties made in this Agreement
      shall survive the delivery of the Units (including the Debentures, the Warrants
      and Common Stock issued upon the conversion of Debentures or the exercise of
      Warrants) being purchased hereunder to the undersigned and the payment therefore
      and, notwithstanding any prior or subsequent investigation made by the Company
      or the undersigned or by others on behalf of either of them, shall continue
      in
      full force and effect. Whenever in this Agreement any of the parties hereto
      is
      referred to, such reference shall be deemed to include the successors and
      assigns of such party; and all covenants, promises and agreements in this
      Agreement contained by or on behalf of the Company, or by or on behalf of the
      undersigned, shall bind and inure to the benefit of the successors and assigns
      of each party.

     

    
      
         

      

      
        A-4

        
          

        

      

      
         

      

    

     

    SECURITIES
      SUBSCRIBED FOR:

    


    ________
      Units

    
      	 
	
              Amount
                Invested: $_______________________

            
	 


    

    


    SUBSCRIBER
      SIGNATURES

    


    
      	 	
              SIGNATURE
                OF INDIVIDUAL SUBSCRIBERS
                (All proposed record holders must sign).

            	 
	 	
              Date:

            	 	 	 	 
	 	 	 	 	 	 
	 	 	
              (Signature)

            	 	
              (Signature)

            	 
	 	 	 	 	 	 


    

    


    
      	 	
              CORPORATIONS,
                PARTNERSHIPS, TRUST AND IRAS/QUALIFIED PLANS

               (Certificate
                of Signatory must be completed.)

            	 
	 	
              I
                certify that I am fully authorized and empowered by the Entity to
                execute
                this Subscription Agreement and to purchase the securities described
                herein, and that this Subscription Agreement has been duly executed
                by me
                on behalf of the Entity and constitutes a valid and binding obligation
                of
                the Entity in accordance with its terms.

            	 
	 	
              Date:

            	 	 	 	 
	 	 	 	 	
              (Print
                or Type Name of Entity)

            	 
	 	 	 	 	 	 
	 	 	 	 	
              (Signature
                of Authorized Representative)

            	 
	 	 	 	 	 	 
	 	 	 	 	
              (Title
                or Position of Authorized Representative)

            	 
	 	 	 	 	 	 


    

    


    
      	 	
              COMPANY
                ACCEPTANCE

            	 
	 	
              Subscription
                 Accepted
                o Rejected
                o

            	 	
              The
                Small Business Company, Inc.

            	 
	 	
              Dated:

            	 	 	 	 
	 	 	 	 	
              (Signature)

            	 
	 	 	 	 	 	 


    

     

     

    
      
         

      

      
        A-5