ex10-1.htm


    
      


      
        

        

      

       

       

      EXHIBIT
C-1

      
 

      


    

    
      Diamond
Information Institute, Inc.

    

    
      


    

    
      ***ALL
INFORMATION WILL BE TREATED CONFIDENTIALLY***

    

    
      


    

    
      INVESTOR
QUESTIONNAIRE

    

    
      


    

    
      INSTRUCTIONS:  This
Questionnaire is being sent to each individual who has indicated an interest in
purchasing the Common Stock (the "Common Shares") and the Common Stock Purchase
Warrants (the Warrants”) of Diamond Information Institute, Inc., a New Jersey
corporation (the "Company").  The purpose of this Questionnaire is to
assure the Company that each investor will meet the standards imposed by
applicable federal and state law, since the Common Shares and the Warrants
offered hereunder will not be registered with the Securities and Exchange
Commission or with the securities regulatory agency of any state.

      


      If the answer to any
questions is "None" or "Not Applicable", please so state.  Your
answers will, at all times, be kept strictly confidential.  However,
by signing this questionnaire, you agree that the Company and/or seller may
present this Questionnaire to such parties as it deems appropriate, if called
upon under law to establish the availability under state or federal securities
laws of an exemption from registration of this private placement. Please
complete, sign, date, and return the questionnaire to the
Company.

    

    
      


    

    
      PLEASE
PRINT

    

    
      


      Name____________________________________________________________

      


      Residence
Address _______________________________________________

      


      _________________________________________________________________

      


      Phone
Number ____________________________________________________

      


      Occupation______________________________________________________

      


      Business
Address ________________________________________________

      


      _______________________________________________________________

      


      Business
Telephone ______________________________________________

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
      *
If Corporate Purchaser:

      


      Publicly
Owned _____________ or Privately Owned ________________

      


      Jurisdiction
of Incorporation __________________________________

      


      Fiscal
Year End ________________________________________________

      


      If
Partnership Purchaser: Date of Formation ____________________

      


      Fiscal
Year End ________________________________________________

    

    
      


      I
prefer to have correspondence sent to my:

    

    
      


    

    
      Home
Address (___)        Business Address
(___)

    

    
      


      


    

    
      I.  INVESTOR
INFORMATION

    

    
      


    

    
      
        	
                 1.

              	
                Set
      forth in the space provided below the state(s) in which you have
      maintained your principal residence during the past two years and the
      dates during which you resided in each
state.

              


      

    

    
      


    

    
      ____________________________________________________________

    

    
      


    

    
      ____________________________________________________________

    

    
      


    

    
      
        	
                 2.

              	
                Do
      you maintain a house or apartment in any other state(s)?  If
      yes, in which state(s)?

              


      

    

    
      


    

    
      ____________________________________________________________

    

    
      


    

    
      
        	
                 3.

              	
                In
      which state, if any, do you pay state income
  taxes?

              


      

    

    
      


    

    
      ____________________________________________________________

    

    
      


    

    
      
        	
                 4.

              	
                In
      which state, if any, are you registered to
vote?

              


      

    

    
      


    

    
      __________________________________________________________

      


    

    
      
        	
                 5.

              	
                What
      is your present age?

              


      

    

    
      


    

    
      ____________________________________________________________

    

    
      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
      6.           The
undersigned has previously purchased Private Placements (securities which were
sold in reliance upon the non-public offering exemption from registration under
the Securities Act of 1933).

      


    

    
                      Yes
(___)     No (___)

    

    
      


      


      7.           Do
you believe that you are capable of evaluating the merits and risks of this
investment?

      


    

    
                      Yes
(___)     No (___) If yes, please describe and set
forth the reasons.

      


      ___________________________________________________________________

    

    
      


    

    
      ___________________________________________________________________

    

    
      


    

    
      ___________________________________________________________________

    

    
      


    

    
      
        	
                8.

              	
                Do
      you intend to use a Purchaser Representative to assist you in your
      understanding of this
investment?

              


      

    

    
      


    

    
                      Yes
(___)     No (___)

    

    
      


    

    
      If
you use a Purchaser Representative, fill out the enclosed Selection of Purchaser
Representative Form.

    

    
      


      


    

    
             Print
Name: ____________________________ Date:___________

    

    
      


    

    
      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
      II. STATUS AS ACCREDITED or NON-
ACCREDITED INVESTOR

    

    
      (Please answer each
question.)

    

    
      


    

    
      
        	
                 9.

              	
                 

              	
                (a)

              	
                Does
      your individual net worth (inclusive of
      home, furnishings and automobiles valued at fair market value) or the
      joint net worth of you and your spouse (if any), exceed $1,000,000 at the
      present time?

              


      

    

    
      


    

    
      Yes
___________________                                                                No
______________________

    

    
      


    

    
      
        	
                           
      (b)

              	
                Did
      your individual income exceed $200,000 in each of the last two years and
      do you expect an income in excess of $200,000 this
  year?

              


      

    

    
       

    

    
                      
(For this purpose, income is computed by adding the following items to adjusted
gross income as computed for federal income tax purposes, but not including
any amounts attributable to a spouse or property owned by a
spouse):  any deductions for a long-term capital gain or
depletion, any exclusion of interest earned on tax-exempt bonds, any losses
allocated from a limited partnership, amounts contributed to an IRA or Keogh
retirement plan and alimony payments.)

    

    
      


    

    
      Yes
__________________                                                                No
______________________

    

    
      


    

    
      
        	
                           
      (c)

              	
                If
      married, did your joint combined income with that of your spouse exceed
      $300,000 in each of the last two years and do you expect a joint combined
      income in excess of $300,000 this
year?

              


      

    

    
      


    

    
      Yes
__________________                                                                No
______________________

    

    
      


    

    
      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


    

    
      III. REPRESENTATIONS

    

    
      


      I
hereby warrant and represent that:

      


    

    
      
        	
                (a)

              	
                The
      information contained in this Investor Questionnaire is true, complete and
      accurate, and may be relied upon by the Corporation in determining whether
      the offering in which I propose to participate is exempt from registration
      under the  Act of 1933, pursuant to Regulation D or otherwise,
      and applicable state securities
laws.

              


      

    

    
      


    

    
      
        	
                (b)

              	
                I
      have sufficient knowledge and experience in financial and business matters
      to evaluate the merits and risks of a prospective investment.  I
      understand the risks associated with an investment
  herein.

              


      

    

    
      


    

    
      
        	
                (c)

              	
                I
      understand that a false representation may constitute a violation of law,
      and agree to indemnify and hold harmless anyone who relies on my
      representations from any loss or damages resulting from any misstatement
      in this Investor
Questionnaire.

              


      

    

    
      


    

    
      
        	
                (d)

              	
                I
      will notify the Company of any material changes in the information
      provided which occur prior to the acceptance of my
      subscription.

              


      

    

    
      


    

    
      
        	
                (e)

              	
                I am experienced in
      investing in small, early-stage companies and the amount that I am
      investing is no more than 15% of my net
  worth.

              


      

    

    
      


      I
have executed this Investor Questionnaire this ____ day of ____________, 2007,
for the purpose of qualifying for the purchase of privately placed
securities.

      


      


      


      ______________________________                                                                _____________________________

      Signature
of
subscriber                                                                                          Signature
of co-owner (if the Units are 

                                                        to be purchased in joint
name or as community

             property)

      


      


      


    

    
      [The
remainder of this page has been left intentionally blank.]

    

    
      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


    

    
      EXHIBIT C-2

      


    

    
       DIAMOND INFORMATION INSTITUTE,
INC.

      A DIAMOND INFORMATION INSTITUTE
CORPORATION

    

    
      


    

    
      INVESTMENT
AGREEMENT

      


    

    
      
        	
                 
      

              	
                Date:_____________________

              


      

    

    
      


    

    
      


    

    
      Memorandum
No.________

      


    

    
      Dear
Sir:

      


    

    
      1.     The
undersigned hereby acknowledges receipt of the following information on DIAMOND
INFORMATION INSTITUTE, INC., a New Jersey corporation (the
"Company"):

    

    
      


    

    
              a) Confidential
Private Placement Memorandum dated April 2, 2007;

              b) Audited Financial
Statements as of 12/31/2006;

              c) Articles of
Incorporation and Bylaws for the Company;

              d) Certificate of
Designation of Preferences.

      


    

    
      2.     The
undersigned hereby tenders this Investment Agreement for the purchase of the
Company's Common Stock and Common Stock Purchase Warrants (the
"Securities").

    

    
      


    

    
      3.     Experience in Investing & Matter
of Net Worth. The undersigned warrants and represents that: (a)
Subscriber is experienced in making investments into small, early-stage
companies that have no or little record of generating revenues; and (b)
Subscriber is investing no more than 15% of his net worth in connection with the
purchase of the Securities hereunder.

      


      4.     The
undersigned hereby represents and warrants to the Company as
follows:

    

    
      


    

    
                  
a.) The Subscriber understands that the representations contained herein are
made for the purpose of satisfying the Company that the Subscriber is an
Accredited Investor. THE
SUBSCRIBER HEREBY REPRESENTS THAT THE STATEMENT OR STATEMENTS MADE HEREIN ARE
TRUE AND CORRECT IN ALL RESPECTS.  THE SUBSCRIBER UNDERSTANDS THAT A
FALSE REPRESENTATION MAY CONSTITUTE A VIOLATION OF LAW AND THAT ANY PERSON WHO
SUFFERS DAMAGE AS A RESULT OF A FALSE REPRESENTATION MAY HAVE A CLAIM AGAINST
THE SUBSCRIBER FOR DAMAGES.

       

    

    
                 b.) In connection
with this Investment Agreement, the Subscriber has been advised and understands
that immediately prior to the offer and purchase of the Securities pursuant to
this Agreement:

      


    

    
                       (i)           The
Subscriber had such knowledge and experience in financial and business matters
that the subscriber was capable of evaluating the merits and risks of the
prospective investment; and

      


                       (ii)           The
Subscriber was able to bear the economic risk of the investment;
and

      


                       (iii)           Status as Accredited
Investor.  The Subscriber is an Accredited Investor as that
term is defined under Regulation D, Rule 501(a).  Under Regulation D,
an individual Accredited Investor must
meet the following criteria:

    

    
      


                 a.) The Subscriber
is a natural person and had an individual income in
excess of $200,000 or joint income with the
Subscriber’s spouse in excess of $300,000 in each of the two most recent years
and who reasonably expects reaching the same level of income in the current
year; and/or

      


                 b.) The Subscriber
is a natural person is a natural person and his/her net worth as of a current
date (i.e., the excess of total assets over total liabilities), exclusive of home, home
furnishings, and automobiles, either individually or jointly with his/her
spouse, exceeds $1,000,000.

    

    
      


    

    
                 c.)  Investment
Intent.  Subscriber is acquiring the Securities for his/her own
home account and not for the account of others and for investment purposes only
and not with a view to or for the sale, offer for sale, transfer, assignment,
resale, or distribution thereof, in whole or in part.  Subscriber has
no contract to sell, transfer, assign, or pledge to any person the Securities
subscribed for, or any part thereof.  Subscriber has no present plans
to enter into any such contract, undertaking, or
arrangement.  Subscriber will not transfer or assign the Investment
Agreement or any of his interest herein.  Subscriber understands the
meaning and legal consequences of the foregoing representations and
warranties.

    

    
       

                       d.)  Reliance Upon Own Advisors.
Subscriber has consulted with and is relying upon such legal, tax, and other
counsel, each of whom Subscriber has found necessary to consult concerning this
transaction, and such consultation has included an examination of applicable
documents and an analysis of all tax, financial, corporate, and securities law
aspects.  Subscriber, Subscriber’s counsel, Subscriber’s advisors, and
such other persons with whom Subscriber found it necessary to consult, have
sufficient knowledge and experience in such matters to evaluate the information
and the risks of the investment and to make an informed investment decision with
respect thereto.

    

    
       

                       e.)  Reliance Upon Own Tax
Advisor.  With respect to the tax aspects of his investment,
Subscriber is relying solely upon the advice of his own personal tax advisors
and upon his own knowledge with respect thereto.  Subscriber is aware
that any Federal Income Tax benefits which may be available to him may be lost
through adoption of new laws or regulations, amendments to existing laws and
regulations, or changes in the interpretation of existing laws and
regulations.

    

    
      


    

    
                  f.)  Absence of Registration; Restricted
Securities. Subscriber understands and is aware that the Securities have
not been registered under the Securities Act of 1933, as amended
("the  Act"), nor pursuant to any other Federal law in reliance on
exemptions for private offerings contained in Section 4(2) and Section 4(6) of
the  Act.  Subscriber is fully aware that any Securities
purchased him are to be sold in reliance upon such exemption based upon his
representations, warranties, and agreements set forth
herein.  Subscriber is also aware and understands that such exemption
is dependent upon the accuracy of the statements made by Subscriber
herein.  There is no assurance that the Company’s planned information
statement will become effective or that any trading market will develop or be
maintained.

    

    
      


    

    
                   g.)  Understanding Economic Risks.
Subscriber is fully aware of the restrictions on sale, transferability, and
assignment of the Securities, and Subscriber must bear economic risk of his
investment in the Company for an indefinite period of time because the
Securities (and any Shares of the Company's Common Stock acquired in connection
with the purchase of the Securities) have not been registered under
the  Act, and therefore, cannot be offered or sold unless they are
subsequently registered under the  Act or an exemption from such
registration is available.

      


                   h.)  Subscriber
is aware that the Securities are speculative investments involving an EXTREMELY HIGH LEVEL OF RISK
and that any right to transfer his Securities in the Company is limited
and restricted by law.

      


                  
i.)   Absence of
Any Other Representations.  No representations or warranties
have been made to Subscriber other than those contained herein, and Subscriber
has not relied upon any other representation or warranty.

      


                  
j.)  Subscriber is over the age of 21, and Subscriber, either alone or
together with Subscriber’s offeree representative (if any), has business and
investment experience and knowledge sufficient to enable Subscriber to evaluate
the hazards and merits of making this investment.

      


                  
k.)  The foregoing representations and warranties are true and
accurate as of the date hereof and will be true and correct as of the date of
his purchase of the Securities.  All representations and warranties
made in this Agreement shall survive Investor's purchase of the Securities and
any execution of this Agreement.

    

    
      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
      
        	
                        
      5.

              	
                Receipt of Memorandum.
      Investor further acknowledges and represents that Subscriber has received,
      read, understood, and is familiar with and understands the Private
      Placement Memorandum bearing all attachments and exhibits thereto
      concerning the Company and the offering pursuant to which this Investment
      Agreement is being made.  Subscriber further acknowledges that,
      except as set forth herein, no representations or warranties have been
      made to Subscriber or to Subscriber’s advisors by the Company or by any
      person acting on behalf of the Company, the financial condition of the
      Company, the deductibility of any item for tax purposes, and/or the
      economic, tax, or any other aspects or consequences of a purchase of a
      share and/or investment in the Company, and Subscriber has not relied upon
      any information concerning the offering, written or oral, other than as
      contained herein.

              


      

    

    
      


    

    
      
        	
                        
      6.

              	
                The
      undersigned understands that these Securities of the Company are being
      purchased for the undersigned's own account for investment and not for
      distribution or resale to others.  The undersigned agrees that
      Subscriber will not sell or otherwise transfer these securities unless
      they are registered under the Federal  Act of 1933 or unless an
      exemption from such registration is available.  The undersigned
      represents that Subscriber has adequate means of providing for his current
      needs and possible personal contingencies and that Subscriber has no need
      for liquidity of this investment.

              


      

      


      
        	
                 
      

              	
                       
      7.    The provisions of this Agreement
      shall be deemed to obligate, extend to and inure to the benefit of the
      successors, assigns, transferees, grantees, and indemnities of both
      parties to this Agreement.

              


      

      


      
        	
                        
      8.

              	
                Wherever
      the context so requires:  the singular number shall include the
      plural; the plural shall include the singular; and the masculine gender
      shall include the feminine and neuter
genders.

              


      

      


      
        	
                        
      9.

              	
                This
      Agreement, after full execution, acknowledgment and delivery, memorializes
      and constitutes the entire agreement and understanding between the parties
      and supersedes and replaces all prior negotiations and agreements of the
      parties, whether written or unwritten.  Each of the parties to
      this Agreement acknowledges that no other party, nor any agent or attorney
      of any other party has made any promises, representations, or warranty
      whatsoever, expressed or implied, which is not expressly contained in this
      Agreement; and each party further acknowledges that Subscriber or it has
      not executed this Agreement in reliance upon any belief as to any fact not
      expressly recited herein above.  No amendment or waiver of any
      provision, term, or condition of this Agreement shall be effective unless
      the same is executed by the party against whom enforcement is
      sought.

              


      

    

    
      


    

    
      10.    This Agreement may be
executed in any number of counterparts.

       

    

    
      11.   ARBITRATION.  Any dispute or claim arising to or in
any way related to this Agreement shall be settled by binding arbitration in
Fairfield, New Jersey and this Agreement and the
interpretation of this Agreement shall be governed by New Jersey law.  All
arbitration shall be conducted in accordance with the rules and regulations of
the American Arbitration Association ("AAA").  AAA shall designate an
arbitrator from an approved list of arbitrators following both parties' review
and deletion of those arbitrators on the approved list having a conflict of
interest with either party.  Each party shall pay its own expenses
associated with such arbitration.  A demand for arbitration shall be
made within a reasonable time after the claim, dispute or other matter has
arisen and in no event shall such demand be made after the date when institution
of legal or equitable proceedings based on such claim, dispute or other matter
in question would be barred by the applicable statutes of
limitations.  The decision of the arbitrators shall be rendered within
60 days of submission of any claim or dispute, shall be in writing and mailed to
all the parties included in the arbitration.  The decision of the arbitrator shall
be binding upon the
parties and judgment in
accordance with that decision may be entered in any court having jurisdiction
thereof.

    

    
      


    

    
      IN WITNESS WHEREOF, I have
executed this Investment Agreement this _____ day of __________,
2007.

    

    
      


      Dollar
Amount of Securities Purchased: $______________

      


      Number
of Units Purchased:___________________

      


      Name
(please print):__________________________________________________

      


      


      Subscriber
Signature: _________________________________________________

      


      


      Signature
of Co-Subscriber (if any):
_______________________________________________

      


      


      Signature
of Spouse:___________________________________________________

      


      


      ACCEPTED:

      


      ______________________________                     Date:  ____________________

       Diamond
Information Institute, Inc.

    

    
      


    

    
      c:s:001341:MSR:01-12-05

      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


    

    
       DIAMOND INFORMATION INSTITUTE,
INC.

    

    
      A DIAMOND INFORMATION INSTITUTE
CORPORATION

    

    
      


    

    
      INVESTMENT
AGREEMENT

      


    

    
      
        	
                 
      

              	
                Date:_____________________

              


      

      


    

    
      Memorandum
No.____________

    

    
      


      


      Provide
Name(s) exactly as you wish your interest in the Company to be
registered:

      


      ______________________________________________________________________________

      (please
print clearly)

      


      ______________________________________________________________________________

      


      Provide
Address:

      


      ______________________________________________________________________________

      


      


    

    
      1.
If Not in Your Name, Provide Manner of Ownership

             (Joint
Tenancy, Tenants in Common, etc.):

      


      ___________________________________________________________________

      


      


      2.       Social
Security Number and Address of Each Owner:

    

    
      


    

    
                                           
Address

    

    
               Owner
Name                                                              S.S.
No.                                         (Street/City/State/Zip)

    

    
      


      


      A.____________________                                                        _______________                                          ___________________________

      


      


      B.____________________                                                        _______________                                          ___________________________

    

    
      


    

    
      


      C.____________________                                                        _______________                                          ___________________________

      


    

    
      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


    

    
      EXHIBIT
C-3

      


    

    
      PURCHASER REPRESENTATIVE
QUESTIONNAIRE

    

    
      


    

    
       DIAMOND INFORMATION INSTITUTE,
INC.

      A DIAMOND INFORMATION INSTITUTE
CORPORATION

      


    

    
      Date:_____________________

      


      Memorandum
No.____________

      


      


      Name
of
Offeree:  __________________________________________________

      


      Please
complete the following questionnaire fully, attaching additional sheets if
necessary.

      


      1.
Name ______________________________________________________________

      


      Age
_________________ Business Address:

      


      ______________________________________________________________________

      


      ______________________________________________________________________

      


      2.
Present occupation or position, indicating period of such practice or employment
and field or professional specialization, if any:

      


      ______________________________________________________________________

      


      3.
List any business or professional education, including degrees received, if
any:

      


      ______________________________________________________________________

      


      ______________________________________________________________________

      


      4.
Have you had prior experience in advising clients with respect to investments of
this type:

      


    

    
      Yes (___)    No
(___)

    

    
      


      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      


    

    
      5.
List any professional licenses or registration, including bar admissions,
accounting certificates, real estate brokerage licenses, and SEC or state
broker-dealer registrations, held by you:

      


      ______________________________________________________________________

      


      ______________________________________________________________________

      


      ______________________________________________________________________

      


      6.
Describe generally any business, financial or investment experience that would
help you to evaluate the merits and risks of this investment:

      


      ______________________________________________________________________

      


      ______________________________________________________________________

      


      ______________________________________________________________________

      


      7.
State how long you have known the Offeree and in what capacity:

      


      ______________________________________________________________________

      


      ______________________________________________________________________

      


      ______________________________________________________________________

      


      8.
In advising the Offeree in connection with Offeree's prospective investment in
the Offering, I will be relying in part on the Offeree's own expertise in
certain areas.

      


    

    
      Yes (___)    No
(___)

    

    
      


      9.
In advising Offeree in connection with Offeree's prospective investment in the
Offering, I will be relying in part on the expertise of an additional Purchase
Representative or Representatives.

      


    

    
      Yes (___)    No
(___)

    

    
      


    

    
      If
"Yes" give the name and address of such additional Representative or
Representatives:

    

    
      


      ______________________________________________________________________

    

    
      


    

    
      ______________________________________________________________________

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
      I
understand that the Company will be relying on the accuracy and thoroughness of
my responses to the foregoing questions, and I represent and warrant to the
selling agent and the Company the following: (i) I am acting as Purchaser
Representative for

      


      _______________________________________________________________

      


      in
connection with evaluating the merits and risks of the prospective investment by
the Offeree in  Diamond Information Institute, Inc.,
(ii)  The answers to the above questions are true and correct and may
be relied upon by the underwriter in determining whether the Offering in
connection with which I have executed this questionnaire is exempt from
registration under Sections 4(2) and 4(6) and Regulation D of the  Act
of 1933, as amended, and under applicable state securities laws; (iii) to the
best of my knowledge, the information contained in the Offeree's suitability
questionnaire, which I have reviewed, is true and correct, and, in my opinion,
the Offeree is capable of bearing the economic risk of the proposed investment;
(v) I have received copies of the Offering document and have reviewed same with
the Offeree; (vi)  The representations, warranties and acknowledgments
made by the Offeree in the Investment Agreement which pertain are true and
correct, and those which pertain to the Offeree, to the best of my knowledge,
are true and correct; (vii) I personally (or together with the Offeree of the
additional Purchaser Representative or Representatives indicated above) have
such knowledge and experience in financial and business matters that I am
capable of evaluating the merits and risks of the Offeree's prospective
investment in the Offering.  Executed at

      


      _____________________________,
______________________ on

      


      this
______________ day of ___________________, 2007.

      


    

    
      


    

    
      _____________________________________________

      (Signature
of Purchaser Representative)

    

    
      


      


      _____________________________________________

      (Print
Name of Purchaser Representative)

      


      _____________________________________________

      (Print
Address of Purchaser Representative)

      


      _____________________________________________

      


      _____________________________________________

      (Print
Telephone No. w/Area Code)