ex10_3.htm


    
      SUBSCRIPTION
AGREEMENT

       

      This Subscription Agreement (this
“Agreement”) is being delivered to the purchaser
identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in
Heavy Metal, Inc., a Nevada corporation (“Pubco”), that will acquire all of the issued
and outstanding capital stock of Options Acquisition Sub, Inc., a Delaware
corporation (“Options”), and succeed to the business of
Options as its sole line of business (on a combined, post-acquisition basis,
Pubco and its subsidiary, Options, are collectively referred to as the
“Company”). The Company is conducting a private
placement (the “Offering”) of up to $6,000,000 of units
(“Units”), but in no event less than $3,000,000; provided, however, that the Company may, in its sole
discretion, accept subscriptions for more than $6,000,000 of Units. Each Unit
shall consist of (i) 1 share of common stock, par value $0.001 per share (the
“Shares”) and (ii) a three year warrant to
purchase 0.5 of one share of common stock at an exercise price $0.50 per share,
substantially in the form attached hereto as Exhibit
A (the “Warrants”). For purposes of this Agreement, the
term “Securities” shall refer to the Units, the Shares,
the Warrants, and the shares of common stock underlying the Warrants (the
“Warrant
Shares”). The purchase
price per Unit shall be fixed at $0.30 (the “Purchase
Price”). All funds
received in the Offering prior to the closing of the Offering (the “Closing”) shall be held in escrow by Signature
Bank (the “Escrow
Agent”) and, upon
fulfillment of the other conditions precedent set forth herein, shall be
released from escrow and delivered to the Company at which time the Units
subscribed for as further described below shall be delivered, subject to Section
8 hereof, to the Subscriber.

       

      1.           SUBSCRIPTION AND PURCHASE
PRICE

       

      (a)           Subscription.  Subject
to the conditions set forth in Section 2 hereof, the Subscriber hereby
subscribes for and agrees to purchase the number of Units indicated on page 9
hereof on the terms and conditions described herein.

       

      (b)           Purchase of
Units.  The Subscriber understands and acknowledges that the
purchase price to be remitted to the Company in exchange for the Units shall be
set at $0.30 per Unit, for an aggregate purchase price as set forth on page 9
hereof (the “Aggregate
Purchase Price”). The Subscriber’s delivery of this Agreement to the
Company shall be accompanied by payment for the Units subscribed for hereunder,
payable in United States Dollars, by wire transfer of immediately available
funds delivered contemporaneously with the Subscriber’s delivery of this
Agreement to the Company in accordance with the instructions provided on Exhibit B. The
Subscriber understands and agrees that, subject to Section 2 and applicable
laws, by executing this Agreement, it is entering into a binding
agreement.

       

      2.           ACCEPTANCE,
OFFERING TERM AND CLOSING PROCEDURES

       

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

       

      (b)           Closing.  The
Closing shall take place at the offices of the Company at 240 Old Federal
Highway, Suite 100, Hallandale, Florida 33009 or such other place as determined
by the Company.  The Closing shall take place on a Business Day
promptly following the satisfaction of the conditions set forth in Section 8
below, as determined by the Company. “Business Day” shall
mean from the hours of 9:00 a.m. (Eastern Time) through 5:00 p.m. (Eastern Time)
of a day other than a Saturday, Sunday or other day on which commercial banks in
New York, New York are authorized or required to be closed. The Shares and
Warrants purchased by the Subscriber will be delivered by the Company promptly
following the Closing.

       

      (c)           Acceptance or
Rejection.  The Subscriber acknowledges and agrees that this
Agreement and any other documents delivered in connection herewith will be held
by the Company. In the event that this Agreement is not accepted by the Company
for whatever reason, which the Company expressly reserves the right to do, this


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Agreement,
the Aggregate Purchase Price received (without interest thereon) and any other
documents delivered in connection herewith will be returned to the Subscriber at
the address of the Subscriber as set forth in this Agreement. If this Agreement
is accepted by the Company, the Company is entitled to treat the Aggregate
Purchase Price received as an interest free loan to the Company until such time
as the Subscription is accepted.

       

      3.           THE
SUBSCRIBER’S REPRESENTATIONS, WARRANTIES AND COVENANTS

       

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

       

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

       

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

       

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

       

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

       

      (iii)           The
Subscriber is acquiring the Securities solely for the Subscriber’s own
beneficial account, for investment purposes, and not with a view towards, or
resale in connection with, any distribution of the Securities.

       

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

       

      (v)           The
Subscriber and the Subscriber’s attorney, accountant, purchaser representative
and/or tax advisor, if any (collectively, the “Advisors”) has such
knowledge and experience in financial and business matters as to be capable of
evaluating the merits and risks of a prospective investment in the Securities.
If other than an individual, the Subscriber also represents it has not been
organized solely for the purpose of acquiring the Securities.

       

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

       

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

       

      (d)           The
Subscriber has carefully considered the potential risks relating to the Company
and a purchase of the Securities, and fully understands that the Securities are
a speculative investment that involve a high degree of risk of loss of the
Subscriber’s entire investment.

       

      
        
          
          

        

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

       

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

       

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

       

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

       

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

       

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

       

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

       

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

       

      
        
          
          

        

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

       

      (m)           The
Subscriber is not relying on the Company or any of its employees, agents, or
advisors with respect to the legal, tax, economic and related considerations of
an investment in the Securities, and the Subscriber has relied on the advice of,
or has consulted with, only its own Advisors.

       

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

       

      (o)           No
oral or written representations have been made, or oral or written information
furnished, to the Subscriber or its Advisors, if any, in connection with the
Offering that are in any way inconsistent with the information contained
herein.

       

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

       

      (q)           This
Agreement is not enforceable by the Subscriber unless it has been accepted by
the Company, and the Subscriber acknowledges and agrees that the Company
reserves the right to reject any subscription for any reason or no
reason.

       

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

       

      (s)           The
Subscriber is, and on each date on which the Subscriber continues to own
restricted securities from the Offering, will be an “Accredited Investor” as
defined in Rule 501(a) under the Securities Act. In general, an “Accredited
Investor” is deemed to be an institution with assets in excess of $5,000,000 or
individuals with net worth in excess of $1,000,000 or annual income exceeding
$200,0000 or $300,000 jointly with his or her spouse.

       

      (t)           The
Subscriber, either alone or together with its representatives, has such
knowledge, sophistication and experience in business and financial matters so as
to be capable of evaluating the merits and risks of the Offering, and has so
evaluated the merits and risks of such investment. The Subscriber has not
authorized any person or entity to act as its Purchaser Representative (as that
term is defined in Regulation D of the General Rules and Regulations under the
Securities Act) in connection with the Offering. The Subscriber is able to bear
the economic risk of an investment in the Securities and, at the present time,
is able to afford a complete loss of such investment.

       

      (u)           The
foregoing representations, warranties and agreements shall survive the
Closing.

       

      
        
          
          

        

        
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      4.           THE
COMPANY’S REPRESENTATIONS, WARRANTIES AND COVENANTS

       

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

       

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

       

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

       

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

       

      (d)           Any
information furnished by the Company in connection with the Offering is true and
correct in all material respects as of its date, including, without limitation,
the Investor Presentation attached hereto as Exhibit
C.

       

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

       

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

       

      (g)           The
foregoing representations, warranties and agreements shall survive the
Closing.

       

      5.           REGISTRATION
RIGHTS

       

      (a)           The
Company shall prepare and file a registration statement (the “Registration
Statement”) with the SEC covering the resale of the Shares and the
Warrant Shares (the “Registrable
Securities”) by no later than 90 days after the Closing.  The
Company shall use its best efforts to have the Registration Statement declared
effective by the SEC as soon as possible after the initial filing, and in any
event no later than 180 days after the Closing. The Company will maintain the
effectiveness of the Registration Statement from the date of the effectiveness
of the Registration Statement until 12 months after that date; provided, however, that, if at
any time or from time to time after the date of effectiveness of the
Registration Statement the Company notifies the Subscriber in writing of the
existence of a Potential Material Event (as defined below), the Subscriber shall
not offer or sell any of the Registrable Securities, or engage in any other
transaction involving or relating to the Registrable Securities, from the time
of the giving of notice with respect to a Potential Material Event until the
Company notifies the Subscriber that such Potential Material Event either has
been disclosed to the public or no longer constitutes a Potential Material
Event; provided, further, that, the
Company may not suspend the right of the Subscriber pursuant to this Section
5(a) for more than 90 days in the aggregate.  “Potential Material
Event” means the possession by the Company of material information
regarding a potential transaction not ripe for disclosure in a registration
statement, which shall 

       

      
        
          
          

        

        
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      be
evidenced by determinations in good faith by the Board of Directors of the
Company that disclosure of such information in the registration statement would
be detrimental to the business and affairs of the Company.

       

      (b)           Subject
to the provisions of Section 5(f) below, if the Company fails to (i) file the
Registration Statement with the SEC on or prior to 90 days after the Closing, or
(ii) obtain effectiveness of the Registration Statement by the SEC on or prior
to 180 days after the Closing (any such failure or breach being referred to as
an “Event,” and
the date on which such Event occurs being referred to as the “Event Date”), then,
until the applicable Event is cured, the Company shall pay to each Subscriber,
in cash, as liquidated damages and not as a penalty, an amount equal to 1.0% of
the Aggregate Purchase Price paid by the Subscriber for each 30 day period
(prorated for partial periods) after the Event Date, up to a maximum of 6.0%,
during which such Event continues uncured. While such Event continues, such
liquidated damages shall be paid not less often than every 30 days. Any unpaid
liquidated damages as of the date when an Event has been cured by the Company
shall be paid within 10 business days following the date on which such Event has
been cured by the Company.

       

      (c)           The
Company shall notify the Subscriber at any time when a prospectus relating
thereto is required to be delivered under the Securities Act, upon discovery
that, or upon the happening of any event as a result of which, the prospectus
included in such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state any material fact required to be
stated therein or necessary to make the statements therein not misleading in
light of the circumstances then existing.  At the request of the
Subscriber, the Company shall also prepare, file and furnish to the Subscriber a
reasonable number of copies of a supplement to or an amendment of such
prospectus as may be necessary so that, as thereafter delivered to the
purchasers of such shares, such prospectus shall not include an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in light of
the circumstances then existing.  The Subscriber agrees not to offer
or sell any shares covered by the Registration Statement after receipt of such
notification until the receipt of such supplement or amendment.

       

      (d)           The
Company may request the Subscriber to furnish the Company such information with
respect to the Subscriber and the Subscriber’s proposed distribution of the
Shares pursuant to the Registration Statement as the Company may from time to
time reasonably request in writing or as shall be required by law or by the SEC
in connection therewith, and the Subscriber agrees to furnish the Company with
such information.

       

      (e)           Each
of the Company and the Subscriber shall indemnify the other party hereto and
their respective officers, directors, employees and agents against any Loss
arising out of or based on any untrue statement (or alleged untrue statement) by
the indemnifying party of a material fact contained in any prospectus or other
document (including any related registration statement, notification or the
like) incident to any registration of the type described in this Section 5, or
any omission (or alleged omission) by the indemnifying party to state in any
such document a material fact required to be stated therein or necessary to make
the statements therein not misleading, and shall reimburse such indemnified
party for any legal and any other expenses reasonably incurred in connection
with investigating and defending any such claim, loss, damage, liability or
action; provided, however, that no party will be eligible for indemnification
hereunder to the extent that any such claim, loss, damage, liability or expense
arises out of or is based on any untrue statement or omission based upon written
information furnished by such party for use in connection with such
registration.

       

      (f)           Notwithstanding
anything herein to the contrary, to the extent that the registration of any or
all of the Registrable Securities by the Company on the Registration Statement
is prohibited (the “Non-Registered
Shares”) as a result of rules, regulations, positions or releases issued
or actions taken by the SEC, the liquidated damages described in Sections 5(b)
above shall not be applicable to such Non-Registered Shares.

       

      6.           USE
OF PROCEEDS

       

      The Company anticipates using the gross
proceeds from the Offering as provided on Exhibit D
hereto.

      


      7.           ESCROW
RELEASE

       

      The
Subscriber acknowledges that the Company may act on the Subscriber’s behalf,
solely for the sake of convenience, in connection with confirmation to the
Escrow Agent that the Closing has occurred and thereby direct the Escrow Agent
to disburse the Subscriber’s subscription funds held in escrow to the Company at
such time.  In doing so, however, the Company makes no representation
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      diligence
investigations concerning the Company, all of which shall be and remain the
Subscriber’s own responsibility.

       

      8.           CONDITIONS
TO ACCEPTANCE OF SUBSCRIPTION

       

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

       

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

       

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

       

      (c)           The
Company shall have received subscriptions for at least $5,000,000 of Units in
connection with the Offering.

       

      (d)           The
Company shall have provided the Subscriber with a substantially completed draft
of a Current Report on Form 8-K containing such information about Options as
would be required to be disclosed in a Registration Statement on Form 10 (the
“Jumbo 8-K”),
and following receipt of such Jumbo 8-K, the Subscriber shall have reconfirmed,
in writing, its subscription hereunder.

       

      (e)           Pubco
shall have consummated its acquisition of Options’ issued and outstanding
capital stock and Pubco shall have succeeded to Options’ business as its sole
line of business.

       

      9.           NOTICES
TO THE SUBSCRIBER

       

      (a)           THE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES
LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH
LAWS.  THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC,
ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF
THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR
THE ACCURACY OR ADEQUACY OF ANY INFORMATION FURNISHED IN CONNECTION WITH THIS
OFFERING.  ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.

       

      (b)           THE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT
BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AND
APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. THE SUBSCRIBER SHOULD BE AWARE THAT IT MAY BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
TIME.

       

      
        	
                10.

              	
                MISCELLANEOUS
      PROVISIONS

              


      

       

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

       

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

       

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

       

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

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

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

       

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

       

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

       

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

       

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

       

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

       

      [Signature
Pages Follow]

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      ALL SUBSCRIBERS MUST
COMPLETE THIS PAGE

      IN
WITNESS WHEREOF, the Subscriber has executed this Agreement on the ____ day of
____________ 2008.

       

      


      
        	
                ________________________

              	
                x
      $0.30 for each Unit

              	
                =
      $_____________________.

              
	
                Units
      subscribed for

              	 
      	
                      Aggregate
      Purchase Price

              


      

      


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

       

      
        	
                1.

              	
                ___

              	
                Individual

              	
                7.

              	
                ___

              	
                Trust/Estate/Pension
      or Profit sharing Plan

                Date
      Opened:______________

              
	
                2.

              	
                ___

              	
                Joint
      Tenants with Right of Survivorship

              	
                8.

              	
                ___

              	
                As
      a Custodian for

                ________________________________

                Under
      the Uniform Gift to Minors Act of the State of

                ________________________________

              
	
                3.

              	
                ___

              	
                Community
      Property

              	
                9.

              	
                ___

              	
                Married
      with Separate Property

              
	
                4.

              	
                ___

              	
                Tenants
      in Common

              	
                10.

              	
                ___

              	
                Keogh

              
	
                5.

              	
                ___

              	
                Corporation/Partnership/
      Limited Liability Company

              	
                11.

              	
                ___

              	
                Tenants
      by the Entirety

              
	
                6.

              	
                ___

              	
                IRA

              	 
      	 
      	 
      


      

      


      ALTERNATIVE
DISTRIBUTION INFORMATION

       

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

       

      Name of
Firm (Bank, Brokerage, Custodian):

       

      Account
Name:

       

      Account
Number:

       

      Representative
Name:

       

      Representative
Phone Number:

       

      Address:

       

      City,
State, Zip:

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      IF MORE
THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.

       

      INDIVIDUAL
SUBSCRIBERS MUST COMPLETE THIS PAGE 10.

       

      SUBSCRIBERS
WHICH ARE ENTITIES MUST COMPLETE PAGE 11.

       

      EXECUTION BY NATURAL
PERSONS

       

      
        	
                _____________________________________________________________________________

                Exact
      Name in Which Title is to be Held

              
	
                _________________________________

                Name
      (Please Print)

              	 
      	
                _________________________________

                Name
      of Additional Purchaser

              
	
                _________________________________

                Residence:
      Number and Street

              	 
      	
                _________________________________

                Address
      of Additional Purchaser

              
	
                _________________________________

                City,
      State and Zip Code

              	 
      	
                _________________________________

                City,
      State and Zip Code

              
	
                _________________________________

                Social
      Security Number

              	 
      	
                _________________________________

                Social
      Security Number

              
	
                _________________________________

                Telephone
      Number

              	 
      	
                _________________________________

                Telephone
      Number

              
	
                _________________________________

                Fax
      Number (if available)

              	 
      	
                ________________________________

                Fax
      Number (if available)

              
	
                _________________________________

                E-Mail
      (if available)

              	 
      	
                ________________________________

                E-Mail
      (if available)

              
	
                __________________________________

                (Signature)

                 

                 

              	 
      	
                ________________________________

                (Signature
      of Additional Purchaser)

              
	
                ACCEPTED
      this ___ day of _________ 2008, on behalf of the
  Company.

              
	 
      	
                 

                By:_________________________________

                Name:

                Title:

              


      

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      EXECUTION BY SUBSCRIBER
WHICH IS AN ENTITY

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

       

      


      
        	
                _____________________________________________________________________________

                Name
      of Entity (Please Print)

              
	
                Date
      of Incorporation or Organization:

              
	
                State
      of Principal Office:

              
	
                Federal
      Taxpayer Identification Number:

                ____________________________________________

                Office
      Address

                ____________________________________________

                City,
      State and Zip Code

                ____________________________________________

                Telephone
      Number

                ____________________________________________

                Fax
      Number (if available)

                ____________________________________________

                E-Mail
      (if available)

              
	 
      	
                By:
      _________________________________

                Name:

                Title:

              
	
                [seal]

                Attest:
      _________________________________

                (If
      Entity is a Corporation)

              	
                _________________________________

                _________________________________

                Address

              
	 
      	 
      
	
                ACCEPTED
      this ____ day of __________ 2008, on behalf of the
  Company.

              
	 
      	
                 

                 

                By:
      _________________________________

                Name:

                Title:

              


      

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

      INVESTOR
QUESTIONNAIRE

       

      Instructions:  Check
all boxes below which correctly describe you.

       

      
        	
                o

              	
                You
      are (i) a
      bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as
      amended (the “Securities
      Act”), (ii) a savings
      and loan association or other institution, as defined in Section
      3(a)(5)(A) of the Securities Act, whether acting in an individual or
      fiduciary capacity, (iii) a broker
      or dealer registered pursuant to Section 15 of the Securities Exchange Act
      of 1934, as amended (the “Exchange Act”),
      (iv) an
      insurance company as defined in Section 2(13) of the Securities Act,
      (v) an
      investment company registered under the Investment Company Act of 1940, as
      amended (the “Investment Company
      Act”), (vi) a business
      development company as defined in Section 2(a)(48) of the Investment
      Company Act, (vii) a Small
      Business Investment Company licensed by the U.S. Small Business
      Administration under Section 301 (c) or (d) of the Small Business
      Investment Act of 1958, as amended, (viii) a plan
      established and maintained by a state, its political subdivisions, or an
      agency or instrumentality of a state or its political subdivisions, for
      the benefit of its employees and you have total assets in excess of
      $5,000,000, or (ix) an employee
      benefit plan within the meaning of the Employee Retirement Income Security
      Act of 1974, as amended (“ERISA”) and (1)
      the decision that you shall subscribe for and purchase shares of common
      stock and warrants to purchase common stock (the “Units”), is
      made by a plan fiduciary, as defined in Section 3(21) of ERISA, which is
      either a bank, savings and loan association, insurance company, or
      registered investment adviser, or (2) you have total assets in excess of
      $5,000,000 and the decision that you shall subscribe for and purchase the
      Shares is made solely by persons or entities that are accredited
      investors, as defined in Rule 501 of Regulation D promulgated under the
      Securities Act (“Regulation D”)
      or (3) you are a self-directed plan and the decision that you shall
      subscribe for and purchase the Units is made solely by persons or entities
      that are accredited investors.

              


      

       

      
        	
                o

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

              


      

       

      
        	
                o

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

              


      

       

      
        	
                o

              	
                You
      are a director or executive officer of Options Acquisition Sub,
      Inc.

              


      

       

      
        	
                o

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

              


      

       

      
        	
                o

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

              


      

       

      
        	
                o

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

              


      

       

      
        	
                o

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

              


      

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      Check
all boxes below which correctly describe you.

       

      With
respect to this investment in the Units, your:

       

      Investment
Objectives:                                            x Aggressive
Growth                        x Speculation

       

      Risk
Tolerance:                                                        
 o Low
Risk                                            o Moderate
Risk                                 x High Risk

       

      Are you
associated with a FINRA Member
Firm?                                                                                      o Yes                       o No

       

      
        	
                 
      

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

              


      

       

      
        	
                ____  
      ____ 

              	
                I/We
      understand that this investment is not
  guaranteed.

              


      

       

      
        	
                ____  
      ____ 

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

              


      

       

      
        	
                ____  
      ____ 

              	
                I/We are sophisticated in
      financial and business affairs and are able to evaluate the risks and
      merits of an investment in this offering.

              


      

       

      
        	
                ____  
      ____ 

              	
                I/We confirm that this investment
      is considered “high risk.” (This type of investment is considered high
      risk due to the inherent risks including lack of liquidity and lack of
      diversification.  Success
or

              


      

       

      
        	
                 
      

              	
                failure of private placements
      such as this is dependent on the corporate issuer of these securities and is outside
      the control of the investors. While potential loss is limited to the
      amount invested, such loss is
      possible.)

              


      

       

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

       

      
        	
                ___________________________________

                Name
      of Purchaser  [please print]

                ___________________________________

                Signature
      of Purchaser (Entities please

                provide
      signature of Purchaser’s duly

                authorized
      signatory.)

                ___________________________________

                Name
      of Signatory (Entities only)

                ___________________________________

                Title
      of Signatory (Entities only)

              	
                ___________________________________

                Name
      of Co-Purchaser  [please print]

                ___________________________________

                Signature
      of Co-Purchaser

              


      

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

       

      VERIFICATION
OF INVESTMENT ADVISOR/BROKER

       

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

       

      
        	
                 
      

              	
                (a)

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

              


      

       

      
        	
                 
      

              	
                (b)

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

              


      

       

      
        	
                 
      

              	
                (c)

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

              


      

       

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

              	
                o Yes 

              	
                o No

              


      

       

      
        	
                 
      

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

              


      

       

      
      

       

      
        	______________________________ 	______________________________  
	Broker/Dealer	Account
      Executive
	 	 
	______________________________  	______________________________  
	(Name of
      Broker/Dealer) 	(Signature)
	 	 
	______________________________  	______________________________  
	(Street Address of
      Broker/Dealer Office)	(Print
    Name)
	 	 
	______________________________  	______________________________  
	(City of
      Broker/Dealer Office)  (State)  (Zip)	(Representative I.D.
      Number)
	 	 
	___________________________________  	______________________________  
	(Telephone Number of
      Broker/Dealer Office) 	(Date)
	 	 
	______________________________  	______________________________  
	(Fax Number of
      Broker/Dealer Office)	(E-mail Address of
      Account Executive)


      

                                                                                                      

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      Exhibit
A

      


      Form of
Warrant

      


      See
Attached.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Exhibit
B

      


      Escrow
Account Wire Instructions

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Exhibit
C

      


      Investor
Presentation

      


      See
Attached.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      EXHIBIT
D

      


      Use of
Proceeds

      


      
        	 
      	
                Minimum
      Amount

              	 	
                Maximum
      Amount

              
	
                General
      Working Capital

              	$	625,000
    	 	$	1,475,000
    
	 	 	 	 	 	 
	
                Investor
      Relations

              	$	150,000	 	$	300,000
	 
      	 	 	 	 	 
	
                Offering
      expenses

              	$	225,000	 	$	225,000
	 
      	 	 	 	 	 
	
                Payment
      to Customer Acquisition Network Holdings, Inc.

              	$	2,000,000	 	$	4,000,000
	 	 	 	 	 	 
	
                Total

              	$	3,000,000	 	$	6,000,000