Exhibit
        4.1

    

     

    SUBSCRIPTION
      AGREEMENT

     

     

    THIS
      SUBSCRIPTION AGREEMENT
      (this
“Agreement”),
      dated
      as of April 18, 2008, by and among GoFish Corporation, a Nevada corporation
      (the
“Company”),
      and
      the subscribers identified on the signature page hereto (each a “Subscriber”
and
      collectively the “Subscribers”).

     

    WHEREAS,
      the
      Company and the Subscribers are executing and delivering this Agreement in
      reliance upon an exemption from securities registration afforded by the
      provisions of Section 4(2), Section 4(6) and/or Regulation D (“Regulation
      D”)
      as
      promulgated by the United States Securities and Exchange Commission (the
“Commission”)
      under
      the Securities Act of 1933, as amended (the “1933
      Act”);

     

    WHEREAS,
      the
      parties desire that, upon the terms and subject to the conditions contained
      herein, the Company shall issue and sell to the Subscribers, as provided herein,
      and the Subscribers, in the aggregate, shall purchase for up to $3,500,000
      (the
      "Purchase
      Price"):
      (i)
      up to $4,117,647 (the “Principal
      Amount”)
      in
      principal amount of convertible promissory notes of the Company (“Note”
or
      “Notes”),
      a
      form of which is annexed hereto as Exhibit
      A,
      which
      Notes are convertible into shares of the Company's Common Stock, $0.001 par
      value per share (the "Common
      Stock")
      at a
      fixed per share conversion price of $2.06, subject to adjustment as set forth
      herein and in the Note (“Conversion
      Price”),
      and
      (ii) share purchase warrants (the “Warrants”),
      in
      the form annexed hereto as Exhibit
      B,
      to
      purchase, in the aggregate, up to 4,000,000 shares of Common Stock (the
“Warrant
      Shares”).
      The
      Notes, shares of Common Stock issuable upon conversion of the Notes (the
“Shares”),
      the
      Warrants and the Warrant Shares are collectively referred to herein as the
      "Securities";
      and

     

    WHEREAS,
      the
      Purchase Price to be paid by the Subscribers, and the Notes and the Warrants
      to
      be issued by the Company as provided herein shall be held in escrow pursuant
      to
      the terms of a Funds Escrow Agreement to be executed by the parties
      substantially in the form attached hereto as Exhibit
      C
      (the
“Escrow
      Agreement”).

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and other agreements contained in this
      Agreement, the Company and the Subscribers hereby agree as follows:

     

    1. Closing
      Date.
      The
“Closing
      Date”
shall
      be the date that the Purchase Price is transmitted by wire transfer or otherwise
      credited to or for the benefit of the Company, provided that subscriptions
      totaling a minimum of $1,500,000 shall be required for an initial closing
      (“Initial
      Closing”).
      The
      consummation of the transactions contemplated herein shall take place at the
      offices of Grushko & Mittman, P.C., 551 Fifth Avenue, Suite 1601, New York,
      New York 10176, upon the satisfaction or waiver of all conditions to closing
      set
      forth in this Agreement. An additional closing may take place not later than
      June 30, 2008 (“Second
      Closing”).
      The
      Subscribers in the Second Closing shall be subject to the approval of Harborview
      Master Fund LP (“Lead
      Investor”),
      except that such approval will not be required for (i) subscriptions, in the
      aggregate, for a Purchase Price of up to $500,000, and (ii) Purchase Price
      paid
      by directors, employees and Strategic Investors (as hereinafter defined).
“Strategic
      Investor”
shall
      mean a company directly or indirectly, itself or through an Affiliate (as
      defined below) engaged in the media, entertainment, consumer internet,
      advertising or other business directed primarily to the youth and family market.
      The Maturity Date (as defined in the Note), the Expiration Date (as defined
      in
      the Warrant) and all time effective clauses in the Transaction Documents [as
      defined in Section 5(c)] in connection with the Second Closing shall be the
      same
      as such dates and time periods applicable to the Initial Closing.

     

    2. Notes.
      Subject
      to the satisfaction or waiver of the terms and conditions of this Agreement,
      on
      the Closing Date, each Subscriber shall purchase and the Company shall sell
      to
      each Subscriber a Note in the Principal Amount designated on the signature
      page
      hereto for such Subscriber’s respective portion of the Purchase Price indicated
      thereon, and a Warrant as described in Section 3 of this Agreement. Each
      Subscriber’s respective portion of the Purchase Price for such Subscriber’s Note
      and Warrant will be determined by dividing the Principal Amount of such
      Subscriber’s Note by 1.03.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3. Warrants.
      Subject
      to the satisfaction or waiver of the terms and conditions of this Agreement,
      on
      the Closing Date, the Company will issue and deliver a Warrant to each
      Subscriber. The respective number of Warrant Shares available for purchase
      under
      each such Warrant shall equal the quotient of (a) such Subscriber’s respective
      portion of the Purchase Price indicated on the signature page hereto, divided
      by
      (b) one-half of the Conversion Price of the Note to be issued to such Subscriber
      hereunder. The number of Warrant Shares eligible for purchase by each Subscriber
      is set forth in the signature page of this Agreement. The aggregate number
      of
      Warrant Shares eligible for purchase by the Subscribers pursuant to the Warrants
      is 4,000,000, subject to adjustment as provided for herein and in the Warrants.
      The exercise price to acquire a Warrant Share upon exercise of a Warrant shall
      be $1.75 per share. Each Warrant shall, subject to the terms and conditions
      thereof, be exercisable commencing 181 days after the issue date thereof and
      until five (5) years after the issue date thereof. Each holder of a Warrant
      is
      granted the registration rights for the Warrant Shares underlying such Warrant
      set forth in Section 11.1 of this Agreement. The Warrant exercise price and
      number of Warrant Shares issuable upon exercise of the Warrants shall be
      equitably adjusted to offset the effect of stock splits, stock dividends, and
      similar events, and as otherwise described in the Warrant.

     

    4. Subscriber’s
      Representations and Warranties.
      As of
      the Closing Date, each Subscriber hereby represents and warrants to and agrees
      with the Company only as to such Subscriber that:

     

    (a) Organization
      and Standing of the Subscribers.
      If such
      Subscriber is an entity, such Subscriber is a corporation, partnership or other
      entity duly incorporated or organized, validly existing and in good standing
      under the laws of the jurisdiction of its incorporation or
      organization.

     

    (b) Authorization
      and Power.
      Such
      Subscriber has the requisite power and authority to enter into and perform
      this
      Agreement and the other Transaction Documents and to purchase the Notes and
      Warrants being sold to it hereunder. The execution, delivery and performance
      of
      this Agreement and the other Transaction Documents by such Subscriber and the
      consummation by it of the transactions contemplated hereby and thereby have
      been
      duly authorized by all necessary corporate or partnership action, and no further
      consent or authorization of such Subscriber or its board of directors,
      stockholders, partners, members, as the case may be, is required. This Agreement
      and the other Transaction Documents have been duly authorized, executed and
      delivered by such Subscriber and constitutes, or shall constitute when executed
      and delivered, a valid and binding obligation of such Subscriber enforceable
      against such Subscriber in accordance with the terms thereof.

     

    (c) No
      Conflicts.
      The
      execution, delivery and performance of this Agreement and the other Transaction
      Documents and the consummation by such Subscriber of the transactions
      contemplated hereby and thereby or relating hereto do not and will not (i)
      result in a violation of such Subscriber’s charter documents or bylaws or other
      organizational documents or (ii) conflict with, or constitute a default (or
      an
      event which with notice or lapse of time or both would become a default) under,
      or give to others any rights of termination, amendment, acceleration or
      cancellation of any agreement, indenture or instrument or obligation to which
      such Subscriber is a party or by which its properties or assets are bound,
      or
      result in a violation of any law, rule, or regulation, or any order, judgment
      or
      decree of any court or governmental agency applicable to such Subscriber or
      its
      properties (except for such conflicts, defaults and violations as would not,
      individually or in the aggregate, have a material adverse effect on such
      Subscriber). Such Subscriber is not required to obtain any consent,
      authorization or order of, or make any filing or registration with, any court
      or
      governmental agency in order for it to execute, deliver or perform any of its
      obligations under this Agreement and the other Transaction Documents or to
      purchase the Securities in accordance with the terms hereof, provided that
      for
      purposes of the representation made in this sentence, such Subscriber is
      assuming and relying upon the accuracy of the relevant representations and
      agreements of the Company herein.

     

    
      
         

      

      
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    (d) Information
      on Company.
      Such
      Subscriber has been furnished with or has had access at the EDGAR Website of
      the
      Commission to the Company’s Form 10-KSB for the year ended December 31, 2007 as
      filed with the Commission, together with all subsequently filed Forms 10-QSB,
      and Forms 8-K made with the Commission and made available at the EDGAR website
      (including all exhibits thereto, hereinafter referred to collectively as the
      “Reports”).
      Such
      Subscriber has had an opportunity to ask questions and receive answers from
      representatives of the Company. In addition, such Subscriber has received in
      writing from the Company such other information concerning its operations,
      financial condition and other matters as such Subscriber has requested in
      writing identified thereon as OTHER WRITTEN INFORMATION (such other information
      is collectively, the “Other
      Written Information”),
      and
      considered all factors such Subscriber deems material in deciding on the
      advisability of investing in the Securities. 

     

    (e) Information
      on Subscriber.
      Concurrently herewith, Subscriber is delivering to the Company a completed
      and
      executed Subscriber Questionnaire (the “Subscriber
      Questionnaire”),
      the
      form of which is attached hereto as Exhibit
      D.
      Such
      Subscriber is, and will be at the time of the conversion of the Notes and
      exercise of the Warrants, an "accredited
      investor",
      as
      such term is defined in Regulation D promulgated by the Commission under the
      1933 Act, is experienced in investments and business matters, has made
      investments of a speculative nature and has purchased securities of United
      States publicly-owned companies in private placements in the past and, with
      its
      representatives, has such knowledge and experience in financial, tax and other
      business matters as to enable such Subscriber to utilize the information made
      available by the Company to evaluate the merits and risks of and to make an
      informed investment decision with respect to the proposed purchase, which
      represents a speculative investment. Such Subscriber has the authority and
      is
      duly and legally qualified to purchase and own the Securities. Such Subscriber
      is able to bear the risk of such investment for an indefinite period and to
      afford a complete loss thereof. The information set forth in the Subscriber
      Questionnaire and on the signature page hereto regarding such Subscriber is
      accurate.

     

    (f) Purchase
      of Notes and Warrants.
      On the
      Closing Date, such Subscriber will purchase the Notes and Warrants as principal
      for its own account for investment only and not with a view toward, or for
      resale in connection with, the public sale or any distribution
      thereof.

     

    (g) Compliance
      with the 1933 Act.
       Such
      Subscriber understands and agrees that the Securities have not been registered
      under the 1933 Act or any applicable state securities laws, by reason of their
      issuance in a transaction that does not require registration under the 1933
      Act
      (based in part on the accuracy of the representations and warranties of such
      Subscriber contained herein), and that such Securities must be held indefinitely
      unless a subsequent disposition is registered under the 1933 Act or any
      applicable state securities laws or is exempt from such registration.


     

    (h) Shares
      Legend.
      The
      Shares and the Warrant Shares shall bear the following or similar
      legend:

     

    "THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS. THE
      SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN
      THE
      ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
      THE
      SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL
      SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT
      REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO
      RULE
      144 OR RULE 144A UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES
      MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN
      OR
      FINANCING ARRANGEMENT SECURED BY THE SECURITIES."

     

    
      
         

      

      
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    (i) Warrants
      Legend.
      The
      Warrants shall bear the following or
      similar legend:

     

    "NEITHER
      THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH
      THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES
      AND
      THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE MAY NOT BE OFFERED
      FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE
      REGISTRATION STATEMENT FOR THESE SECURITIES OR THE SECURITIES INTO WHICH THESE
      SECURITIES ARE EXERCISABLE, AS APPLICABLE, UNDER THE SECURITIES ACT OF 1933,
      AS
      AMENDED, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO GOFISH
      CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SAID
      ACT."

    


    (j) Notes
      Legend.
      The
      Notes shall bear the following legend:

     

     

    "NEITHER
      THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH
      THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THESE SECURITIES
      AND
      THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE MAY NOT BE OFFERED
      FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE
      REGISTRATION STATEMENT FOR THESE SECURITIES OR THE SECURITIES INTO WHICH THESE
      SECURITIES ARE CONVERTIBLE, AS APPLICABLE, UNDER THE SECURITIES ACT OF 1933,
      AS
      AMENDED, OR (B) AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO GOFISH
      CORPORATION THAT REGISTRATION IS NOT REQUIRED UNDER SAID
      ACT."

     

    (k) Communication
      of Offer.
      The
      offer to sell the Securities was directly communicated to such Subscriber by
      the
      Company. Such Subscriber did not independently contact the Company in connection
      with the Company’s offer to sell the Securities. At no time was such Subscriber
      presented with or solicited by any leaflet, newspaper or magazine article,
      radio
      or television advertisement, or any registration statement or prospectus filed
      by the Company with the Commission, or any other possible form of general
      advertising or solicited or invited to attend a promotional meeting otherwise
      than in connection and concurrently with such communicated offer.

     

    
      
         

      

      
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    (l) Restricted
      Securities.
      Such
      Subscriber understands that the Securities have not been registered under the
      1933 Act and such Subscriber will not sell, offer to sell, assign, pledge,
      hypothecate or otherwise transfer any of the Securities unless pursuant to
      an
      effective registration statement under the 1933 Act, or unless an exemption
      from
      registration is available. Notwithstanding anything to the contrary contained
      in
      this Agreement, such Subscriber may transfer (without restriction and without
      the need for an opinion of counsel) the Securities to its Affiliates (as defined
      below) provided that each such Affiliate is an “accredited investor” under
      Regulation D and such Affiliate agrees to be bound by the terms and conditions
      of this Agreement. For the purposes of this Agreement, an “Affiliate”
of
      any
      person or entity means any other person or entity directly or indirectly
      controlling, controlled by or under direct or indirect common control with
      such
      person or entity. Affiliate includes each Subsidiary of the Company. For
      purposes of this definition, “control”
means
      the power to direct the management and policies of such person or firm, directly
      or indirectly, whether through the ownership of voting securities, by contract
      or otherwise. The foregoing notwithstanding, and subject to the respective
      terms
      of the Notes and the Warrants, until 181 days after the Closing Date, the
      Subscriber, for itself and on behalf of its Affiliates, agrees that the
      Securities may not be transferred or assigned except to its
      Affiliates.

     

    (m) No
      Governmental Review.
      Such
      Subscriber understands that no United States federal or state agency or any
      other governmental or state agency has passed on or made recommendations or
      endorsement of the Securities or the suitability of the investment in the
      Securities nor have such authorities passed upon or endorsed the merits of
      the
      offering of the Securities.

     

    (n) Correctness
      of Representations.
      Such
      Subscriber represents as to such Subscriber that the foregoing representations
      and warranties are true and correct as of the date hereof and, unless a
      Subscriber otherwise notifies the Company prior to the Closing Date shall be
      true and correct as of the Closing Date.

     

    (o) Survival.
      The
      foregoing representations and warranties shall survive the Closing
      Date.

     

    5. Company
      Representations and Warranties.
      The
      Company represents and warrants to and agrees with each Subscriber that, except
      as set forth in the Reports or the Other Written Information and as otherwise
      qualified in the Transaction Documents:

     

    (a) Due
      Incorporation.
      The
      Company is a corporation or other entity duly incorporated or organized, validly
      existing and in good standing under the laws of the jurisdiction of its
      incorporation or organization and has the requisite corporate power to own
      its
      properties and to carry on its business as presently
      conducted. The Company is duly qualified as a foreign corporation to do business
      and is in good standing in each jurisdiction where the nature of the business
      conducted or property owned by it makes such qualification necessary, other
      than
      those jurisdictions in which the failure to so qualify would not have a Material
      Adverse Effect (as defined below) on the Company. For purposes of this
      Agreement, a “Material
      Adverse Effect”
on
      the
      Company shall mean a material adverse effect on the financial condition, results
      of operations, properties or business of the Company and its Subsidiaries taken
      as a whole. For purposes of this Agreement, “Subsidiary”
means,
      with respect to any entity at any date, any corporation, limited or general
      partnership, limited liability company, trust, estate, association, joint
      venture or other business entity of which more than 25% of (i) the
      outstanding capital stock having (in the absence of contingencies) ordinary
      voting power to elect a majority of the board of directors or other managing
      body of such entity, (ii) in the case of a partnership or limited liability
      company, the interest in the capital or profits of such partnership or limited
      liability company or (iii) in the case of a trust, estate, association,
      joint venture or other entity, the beneficial interest in such trust, estate,
      association or other entity business is, at the time of determination, owned
      or
      controlled directly or indirectly through one or more intermediaries, by such
      entity. All the Company’s Subsidiaries as of the Closing Date and the Company’s
      ownership interest in such Subsidiaries are set forth on Schedule
      5(a)
      hereto.

     

    
      
         

      

      
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    (b) Outstanding
      Stock.
      All
      issued and outstanding shares of capital stock of the Company have been duly
      authorized and validly issued and are fully paid and nonassessable.

     

    (c) Authority;
      Enforceability.
      This
      Agreement, the Note, the Warrants, and the Escrow Agreement, and any other
      agreements delivered together with this Agreement or in connection herewith
      (collectively, the “Transaction
      Documents”)
      have
      been duly authorized, executed and delivered by the Company and are valid and
      binding agreements of the Company, enforceable against the Company in accordance
      with their respective terms, subject to bankruptcy, insolvency, fraudulent
      transfer, reorganization, moratorium and similar laws of general applicability
      relating to or affecting creditors’ rights generally and to general principles
      of equity. The Company has full corporate power and authority necessary to
      enter
      into and deliver the Transaction Documents and to perform its obligations
      thereunder.

     

    (d) Additional
      Issuances.
      There
      are
      no outstanding agreements or preemptive or similar rights affecting the
      Company’s Common Stock or equity and no outstanding rights, warrants or options
      to acquire, or instruments convertible into or exchangeable for, or agreements
      or understandings with respect to the sale or issuance of any shares of common
      stock or equity of the Company or its Subsidiaries or other equity interest
      in
      the Company except as described on Schedule
      5(d).
      The
      Common Stock of the Company on a fully diluted basis outstanding as of the
      last
      Business Day preceding the Closing Date is set forth on Schedule
      5(d).

     

    (e) Consents.
      No
      consent, approval, authorization or order of any court, governmental agency
      or
      body or arbitrator having jurisdiction over the Company, or any of its
      Affiliates, the OTC Bulletin Board (the “Bulletin
      Board”)
      nor
      the Company’s stockholders is required for the execution by the Company of the
      Transaction Documents and compliance and performance by the Company of its
      obligations under the Transaction Documents, including, without limitation,
      the
      issuance and sale of the Securities, which has not been obtained. The
      Transaction Documents and the Company’s performance of its obligations
      thereunder has been unanimously approved by all non-abstaining members of the
      Company’s board of directors. As of the Closing Date, the Company will have
      obtained the consent, substantially in the form attached as Exhibit
      E
      hereto
      (“Form
      of Consent”),
      from
      the Required Investors, as defined in the June 2007 Purchase Agreement, dated
      as
      of June 7, 2007, by and among the Company and the investors identified on the
      signature pages thereto (the “June
      2007 Purchase Agreement”),
      as
      required under the June 2007 Purchase Agreement.. No other consent is required
      for the Company’s entry into and compliance with its obligations under the
      Transaction Documents, except where the failure to obtain such a consent would
      not have a Material Adverse Effect on the Company.

     

    (f) No
      Violation or Conflict.
      Assuming the representations and warranties of the Subscribers in Section 4
      are
      true and correct, neither the issuance and sale of the Securities nor the
      performance by the Company of its obligations under the Transaction Documents
      entered into by the Company relating thereto by the Company will:

     

    
      
         

      

      
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    (i) violate,
      conflict with, result in a breach of, or constitute a default (or an event
      which
      with the giving of notice or the lapse of time or both would be reasonably
      likely to constitute a default), in each case, in any material respect, under
      (A) the articles or certificate of incorporation, charter or bylaws of the
      Company, (B) to the Company’s knowledge, any decree, judgment, order, law,
      treaty, rule, regulation or determination applicable to the Company of any
      court, governmental agency or body, or arbitrator having jurisdiction over
      the
      Company or over the properties or assets of the Company or any of its
Affiliates,
      (C) the
      terms of any bond, debenture, note or any other evidence of indebtedness, or
      any
      agreement, stock option or other similar plan, indenture, lease, mortgage,
      deed
      of trust or other instrument to which the Company or any of its Affiliates
      is a
      party, by which the Company or any of its Affiliates
      is
      bound, or to which any of the properties of the Company or any of its
Affiliates
      is
      subject, or (D) the terms of any “lock-up” or similar provision of any
      underwriting or similar agreement to which the Company, or any of its
Affiliates
      is a
      party except the violation, conflict, breach, or default of which would not
      have
      a Material Adverse Effect;
      or

     

    (ii) result
      in
      the creation or imposition of any lien, charge or encumbrance upon the
      Securities or any of the assets of the Company or any of its Affiliates
      except
      as described herein; or

     

    (iii) result
      in
      the activation of any anti-dilution rights or a reset or repricing of any debt,
      security or other instrument issued or issuable by the Company, nor result
      in
      the acceleration of the due date of any obligation of the foregoing, which
      rights have not been waived prior to the Closing Date; or

     

    (iv) result
      in
      the triggering of any piggy-back registration rights of any person or entity
      holding securities of the Company or having the right to receive securities
      of
      the Company.

     

    (g) The
      Securities.
      The
      Securities upon issuance, conversion and exercise in accordance with the
      Transaction Documents:

     

    (i) are,
      or
      will be, free and clear of any security interests, liens, claims or other
      encumbrances, subject to restrictions upon transfer under the 1933 Act and
      any
      applicable state securities laws;

     

    (ii) have
      been, or will be, duly and validly authorized and on the date of issuance of
      the
      Shares upon conversion of the Notes and the Warrant Shares and upon exercise
      of
      the Warrants, the Shares and Warrant Shares will be duly and validly issued,
      fully paid and nonassessable and if registered pursuant to the 1933 Act and
      resold pursuant to an effective registration statement will be free trading
      and
      unrestricted;

     

    (iii) will
      not
      have been issued or sold in violation of any preemptive or other similar rights
      to subscribe for or purchase securities of the holders of any securities of
      the
      Company;

     

    (iv) will
      not
      subject the holders thereof to personal liability for any debt, liability or
      obligation of the Company or its Subsidiaries solely by reason of being such
      holders; and

     

    (v) assuming
      the representations and warranties of such Subscribers as set forth in Section
      4
      hereof are true and correct, will not result in a violation of Section 5 under
      the 1933 Act.

     

    
      
         

      

      
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    (h) Litigation.
      There
      is no pending or, to the best knowledge of the Company, threatened action,
      suit,
      proceeding or investigation before any court, governmental agency or body,
      or
      arbitrator having jurisdiction over the Company, or any of its Affiliates
      that
      would affect the execution by the Company or the performance by the Company
      of
      its obligations under the Transaction Documents. Except as disclosed in the
      Reports or in the schedules hereto, there is no pending or, to the best
      knowledge of the Company, basis for or threatened action, suit, proceeding
      or
      investigation before any court, governmental agency or body, or arbitrator
      having jurisdiction over the Company, or any of its Affiliates
      which
      litigation if adversely determined would have a Material Adverse
      Effect.

     

    (i) Reporting
      Company.
      The
      Company is a publicly-held company subject to reporting obligations pursuant
      to
      Section 15(d) of the Securities Exchange Act of 1934, as amended (“1934
      Act”).
      Pursuant to the provisions of the 1934 Act, the Company has filed all reports
      and other materials required to be filed thereunder with the Commission during
      the preceding twelve months.

     

    (j) No
      Market Manipulation.
      The
      Company and its Affiliates have not taken, and will not take, directly or
      indirectly, any action designed to cause or result in stabilization or
      manipulation of the price of the Common Stock to
      facilitate the sale or resale of the Securities or affect the price at which
      the
      Securities may be issued or resold.

     

    (k) Information
      Concerning Company.
      The
      Reports and Other Written Information contain all material information relating
      to the Company and its operations and financial condition as of their respective
      dates which information is required to be disclosed therein. Since the date
      of
      the most recent audited balance sheet included in the Reports, and except as
      modified in the Other Written Information or in the Schedules hereto, there
      has
      been no Material Adverse Event relating to the Company’s business, financial
      condition or affairs not disclosed in the Reports. The Reports including the
      financial statements therein, and Other Written Information do not contain
      any
      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, taken as a whole,
      not misleading in light of the circumstances when made.

     

    (l) Stop
      Transfer.
      The
      Company has not and will not issue any stop transfer order or other order
      impeding the sale, resale or delivery of any of the Securities, except as may
      be
      required by any applicable federal or state securities laws and unless
      contemporaneous notice of such instruction is given to the
      Subscribers.

     

    (m) Defaults.
      The
      Company is not in violation of its certificate or articles of incorporation
      or
      bylaws. Except as described on Schedule
      5(m),
      the
      Company is (i) not in default under or in violation of any other material
      agreement or instrument to which it is a party or by which it or any of its
      properties are bound or affected, which default or violation would have a
      Material Adverse Effect,
      (ii)
      not in default with respect to any order of any court, arbitrator or
      governmental body or subject to or party to any order of any court or
      governmental authority arising out of any action, suit or proceeding under
      any
      statute or other law respecting antitrust, monopoly, restraint of trade, unfair
      competition or similar matters, and (iii) to the Company’s knowledge, not in
      violation of any statute, rule or regulation of any governmental authority
      which
      violation would have a Material Adverse Effect.

     

    (n) Not
      an
      Integrated Offering.
      Neither
      the Company, nor any of its Affiliates,
      nor any
      person acting on its or their behalf, has directly or indirectly made any offers
      or sales of any security or solicited any offers to buy any security under
      circumstances that would cause the offer of the Securities pursuant to this
      Agreement to be integrated with prior offerings by the Company for purposes
      of
      the 1933 Act or any applicable stockholder approval provisions, including,
      without limitation, under the rules and regulations of the Bulletin
      Board which
      would impair the exemptions relied upon in this Offering or the Company’s
      ability to timely comply with its obligations hereunder. Neither the Company
      nor
      any of its Subsidiaries will take any action that would cause the offer or
      issuance of the Securities to be integrated with other offerings which would
      impair the exemptions relied upon in this Offering or the Company’s ability to
      timely comply with its obligations hereunder. The Company will not conduct
      any
      offering other than the transactions contemplated hereby that will be integrated
      with the offer or issuance of the Securities, which would impair the exemptions
      relied upon in this Offering or the Company’s ability to timely comply with its
      obligations hereunder.

     

    
      
         

      

      
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    (o) No
      General Solicitation.
      Neither
      the Company, nor any of its Affiliates, nor to its knowledge, any person acting
      on its or their behalf, has engaged in any form of general solicitation or
      general advertising (within the meaning of Regulation D under the 1933 Act)
      in
      connection with the offer or sale of the Securities.

     

    (p) Listing.
      The
      Common Stock is quoted on the Bulletin Board under the symbol GOFH.OB. The
      Company has not received any oral or written notice that the Common Stock is
      not
      eligible nor will become ineligible for quotation on the Bulletin Board nor
      that
      the Common Stock does not meet all requirements for the continuation of such
      quotation and the Company satisfies all the requirements for the continued
      quotation of the Common Stock on the Bulletin Board.

     

    (q) No
      Undisclosed Liabilities.
      Except
      as set forth in Schedule
      5(q),
      the
      Company has no liabilities or obligations which are material, individually
      or in
      the aggregate, which are not disclosed in the Reports and Other Written
      Information, other than those incurred in the ordinary course of the Company’s
      businesses since the date of the most recent audited balance sheet included
      in
      the Reports and which, individually or in the aggregate, would reasonably be
      expected not to have a Material Adverse Effect.

     

    (r) No
      Undisclosed Events or Circumstances.
      Since
      the date of the most recent audited balance sheet included in the Reports,
      no
      event or circumstance has occurred or exists with respect to the Company or
      its
      businesses, properties, operations or financial condition, that, under
      applicable law, rule or regulation, requires public disclosure or announcement
      prior to the date hereof by the Company but which has not been so publicly
      announced or disclosed in the Reports.

     

    (s)  Capitalization.
      The
      authorized and the issued and outstanding capital stock of the Company as of
      the
      date of this Agreement and the Closing Date (not including the Securities)
      are
      set forth on Schedule
      5(d).
      Except
      as set forth on Schedule
      5(d),
      there
      are no options, warrants, or rights to subscribe to, securities, rights or
      obligations convertible into or exchangeable for or giving any right to
      subscribe for any shares of capital stock of the Company or any of its
      Subsidiaries.

     

    (t)  Dilution.
      The
      Company’s executive officers and directors understand the nature of the
      Securities being sold hereby and recognize that the issuance of the Securities
      will have a potential dilutive effect on the equity holdings of other holders
      of
      the Company’s equity or rights to receive equity of the Company. The board of
      directors of the Company has concluded, in its good faith business judgment
      that
      the issuance of the Securities is in the best interests of the Company and
      its
      stockholders. The Company specifically acknowledges that its obligation to
      issue
      the Shares upon conversion of the Notes, and the Warrant Shares upon exercise
      of
      the Warrants is binding upon the Company and enforceable against the Company
      regardless of the dilution such issuance may have on the ownership interests
      of
      other stockholders of the Company or other parties entitled to receive equity
      of
      the Company.

     

    (u)  No
      Disagreements with Accountants and Lawyers.
      There
      are no disagreements of any kind presently existing, or reasonably anticipated
      by the Company to arise, between the Company and the accountants and lawyers
      formerly or presently employed by the Company, including but not limited to
      disputes or conflicts over payment owed to such accountants and lawyers, nor
      have there been any such disagreements during the two (2) years prior to the
      Closing Date.

     

    
      
         

      

      
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    (v) DTC
      Status.
      The
      Company’s transfer agent is a participant in and the Common Stock is eligible
      for transfer pursuant to the Depository Trust Company Automated Securities
      Transfer Program. The name, address, telephone number, fax number, contact
      person and email address of the Company transfer agent is set forth on
Schedule
      5(v)
      hereto.

     

    (w) Investment
      Company.
      Neither
      the Company nor any Affiliate is an “investment company” within the meaning of
      the Investment Company Act of 1940, as amended.

     

    (x) Foreign
      Corrupt Practices.
      Neither
      the Company, nor to the knowledge of the Company, any agent or other person
      acting on behalf of the Company, has (i) directly or indirectly, used any funds
      for unlawful contributions, gifts, entertainment or other unlawful expenses
      related to foreign or domestic political activity, (ii) made any unlawful
      payment to foreign or domestic government officials or employees or to any
      foreign or domestic political parties or campaigns from corporate funds, (iii)
      failed to disclose fully any contribution made by the Company (or made by any
      person acting on its behalf of which the Company is aware) which is in violation
      of law, or (iv) violated in any material respect any provision of the Foreign
      Corrupt Practices Act of 1977, as amended.

     

    (y) Solvency.
      Based
      on the financial condition of the Company as of the Closing Date after giving
      effect to the receipt by the Company of the proceeds from the sale of the
      Securities hereunder, (i) the Company’s fair saleable value of its assets
      exceeds the amount that will be required to be paid on or in respect of the
      Company’s existing debts and other liabilities (including known contingent
      liabilities) as they mature; and (ii) the current cash flow of the Company,
      together with the proceeds the Company would receive, were it to liquidate
      all
      of its assets, after taking into account all anticipated uses of the cash,
      would
      be sufficient to pay all amounts on or in respect of its debt when such amounts
      are required to be paid. 

     

    (z) Subsidiary
      Representations.
      The
      Company makes each of the representations contained in Sections 5(a), (b),
      (d),
      (f), (h), (k), (m), (q), (r), (s), (u), (w), (x) and (y) of this Agreement,
      as
      same relate to each Subsidiary of the Company.

     

    (AA) Company
      Predecessor.
      All
      representations made by or relating to the Company of a historical or
      prospective nature and all undertakings described in Sections 9(g) through
      9(l)
      shall relate and refer to the Company, its predecessors,
      and the Subsidiaries.

     

    (BB) Correctness
      of Representations.
      The
      Company represents that the foregoing representations and warranties are true
      and correct as of the date hereof in all material respects, and unless the
      Company otherwise notifies the Subscribers prior to the Closing Date, shall
      be
      true and correct in all material respects as of the Closing Date.

     

    (CC) Survival.
      The
      foregoing representations and warranties shall survive the Closing
      Date.

     

    6. Regulation
      D Offering/Legal Opinion.
      The
      offer and issuance of the Securities to the Subscribers is being made pursuant
      to the exemption from the registration provisions of the 1933 Act afforded
      by
      Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation
      D
      promulgated thereunder. On the Closing Date, the Company will provide (a) a
      legal opinion, dated as of the Closing Date, from Morrison & Foerster LLP,
      counsel for the Company, in the form annexed hereto as Exhibit
      F
      and (b)
      a legal opinion, dated as of the Closing Date, from McDonald Carano Wilson
      LLP,
      special Nevada counsel for the Company, in the form annexed hereto as
Exhibit
      G.
      The
      Company will provide, at the Company’s expense, such other legal opinions in the
      future as are reasonably necessary for the issuance and resale of the Common
      Stock issuable upon conversion of the Notes pursuant to an effective
      registration statement, Rule 144, as amended, under the 1933 Act (“Rule
      144”)
      or an
      exemption from registration.

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    7.1 Conversion
      of Note.

     

    (a) Upon
      the
      conversion of a Note or part thereof as provided for in Section 2.1(a) of the
      Note, the Company shall, at its own cost and expense, take all necessary action,
      including obtaining and delivering, an opinion of counsel, if necessary, to
      assure that the Company’s transfer agent shall issue stock certificates in the
      name of a Subscriber (or its permitted nominee) or such other persons as
      designated by such Subscriber and in such denominations to be specified at
      conversion representing the number of shares of Common Stock issuable upon
      such
      conversion. The Company warrants that no instructions other than these
      instructions have been or will be given to the transfer agent of the Company’s
      Common Stock and that the certificates representing such shares shall contain
      no
      legend other than the usual 1933 Act restriction from transfer legend. Examples
      of such legends are provided for in Section 4 of this Agreement. If and when
      a
      Subscriber sells the Shares, assuming (i) a registration statement including
      such Shares is effective and the prospectus, as supplemented or amended,
      contained therein is current and (ii) such Subscriber or its agent confirms
      in
      writing to the transfer agent that such Subscriber has complied with the
      prospectus delivery requirements, the restrictive legend can be removed and
      the
      Shares will be free-trading, and freely transferable. In the event that the
      Shares are sold in a manner that complies with an exemption from registration,
      the Company will promptly instruct its counsel to issue to the transfer agent
      an
      opinion permitting removal of the legend (indefinitely, if in accordance with
      the relevant provisions of Rule 144).

     

    (b) Each
      Subscriber will give notice of its decision to exercise its right to convert
      the
      Note, or part thereof as provided for in Section 2.1(a) of the Note by
      telecopying an executed and completed Notice of Conversion (a form of which
      is
      annexed as Exhibit
      A
      to the
      Note) to the Company via confirmed telecopier transmission or otherwise pursuant
      to Section 13(a) of this Agreement. Such Subscriber will not be
      required to surrender the Note
      until
      the Note has been fully converted or satisfied. Each date on which a Notice
      of
      Conversion is telecopied to the Company in accordance with the provisions hereof
      shall be deemed a Conversion
      Date.
      The
      Company will itself or cause the Company’s transfer agent to transmit the
      Company’s Common Stock certificates representing the Shares issuable upon
      conversion of the Note to such Subscriber via express courier for receipt by
      such Subscriber within three (3) business days after receipt by the Company
      of
      the Notice of Conversion (such fifth day being the “Delivery
      Date”).
      In
      the event the Shares are electronically transferable, then delivery of the
      Shares must
      be made
      by electronic transfer provided request for such electronic transfer has been
      made by such
      Subscriber and such Subscriber has complied with all applicable securities
      laws
      in connection with the sale of the Common Stock, including, without limitation,
      the prospectus delivery requirements. A Note representing the balance of the
      Note not so converted will be provided by the Company to a Subscriber if
      requested by such Subscriber, provided such Subscriber delivers the
      original Note to the Company. In the event that a Subscriber elects not to
      surrender a Note for reissuance upon partial payment or conversion of a Note,
      such Subscriber hereby indemnifies the Company against any and all loss or
      damage attributable to a third-party claim in an amount in excess of the actual
      amount then due under the Note.

     

    (c) The
      Company understands that a delay in the delivery of the Shares in the form
      required pursuant to Section 7.1 hereof, or the Mandatory Redemption Amount
      described in Section 7.2 hereof, respectively after the Delivery Date or the
      Mandatory Redemption Payment Date (as hereinafter defined) could result in
      economic loss to a Subscriber. As compensation to such Subscriber for such
      loss,
      the Company agrees to pay (as liquidated damages and not as a penalty) to such
      Subscriber for late issuance of Shares in the form required pursuant to Section
      7.1 hereof upon Conversion of the Note in the amount of $100 per business day
      after the Delivery Date for each $10,000 of Note principal amount being
      converted of the corresponding Shares which are not timely delivered. The
      Company shall pay any payments incurred under this Section in immediately
      available funds upon demand. Furthermore, in addition to any other remedies
      which may be available to such Subscriber, in the event that the Company fails
      for any reason to effect delivery of the Shares by the Delivery Date or make
      payment by the Mandatory Redemption Payment Date, such Subscriber will be
      entitled to revoke all or part of the relevant Notice of Conversion or rescind
      all or part of the notice of Mandatory Redemption by delivery of a notice to
      such effect to the Company whereupon the Company and such Subscriber shall
      each
      be restored to their respective positions immediately prior to the delivery
      of
      such notice, except that the liquidated damages described above shall be payable
      through the date notice of revocation or rescission is given to the
      Company.

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    (d) The
      Company agrees and acknowledges that despite the pendency of a not yet effective
      registration statement which includes for registration the Securities, the
      Subscriber is permitted to and the Company will issue to the Subscriber Shares
      upon conversion of the Note and Warrant Shares upon exercise of the Warrants.
      Such Shares will, if required by law, bear the legends described in Section
      4
      above and if the requirements of Rule 144 are satisfied be immediately resalable
      thereunder.

     

    7.2 Mandatory
      Redemption at Subscriber’s Election.
      In the
      event (a) the Company is prohibited from issuing Shares, (b) fails to timely
      deliver Shares on a Delivery Date, (c) upon the occurrence of any other Event
      of
      Default (as defined in the Note or in this Agreement), and if any event listed
      in subparagraph (a), (b) or (c) is not cured during any applicable cure period
      and an additional twenty (20) days thereafter, or (d) upon a Change in Control
      (as defined below), then at such Subscriber’s election, the Company must pay to
      such Subscriber, fifteen (15) business days after request by such Subscriber,
      at
      such Subscriber’s election, a sum of money determined by (i) multiplying up to
      the outstanding principal amount of the Note designated by such Subscriber
      by
      120%, or (ii) multiplying the number of Shares otherwise deliverable upon
      conversion of an amount of Note principal and/or interest designated by such
      Subscriber (with the date of giving of such designation being a “Deemed
      Conversion Date”)
      by
      either the Conversion Price that would be in effect on the Deemed Conversion
      Date or by the highest closing price of the Common Stock on the Principal Market
      for the period commencing on the Deemed Conversion Date until the day prior
      to
      the receipt of the Mandatory Redemption Payment, whichever is greater; together
      with any other sums arising and outstanding under the Transaction Documents
      (“Mandatory
      Redemption Payment”).
      The
      Mandatory Redemption Payment must be received by such Subscriber within ten
      (10)
      business days after request (“Mandatory
      Redemption Payment Date”).
      Upon
      receipt of the Mandatory Redemption Payment, the corresponding Note principal
      and interest will be deemed paid and no longer outstanding. “Change
      in Control”
shall
      mean (i) the Company no longer having a class of shares publicly traded or
      listed on a Principal Market (as hereinafter defined), (ii) the Company becoming
      a Subsidiary of another entity or merging into or with another entity (other
      than in connection with a reincorporation), (iii) a change in the composition
      of
      the board of directors of the Company over a period of twelve (12) months or
      less such that a majority of the board of directors of the Company as of the
      Closing Date no longer serving as directors of the Company except due to natural
      causes (which shall include, a director’s election not to seek re-election, or
      the termination of such directors by the holders of more than 50% of the equity
      outstanding as of the Closing Date), or (iv) the sale, lease, license or
      transfer of substantially all the assets of the Company and its Subsidiaries,
      taken as a whole. 

     

    7.3 Maximum
      Conversion.
      A
      Subscriber shall not be entitled to convert on a Conversion Date that amount
      of
      the Note in connection with that number of shares of Common Stock which would
      be
      in excess of the sum of (a) the number of shares of Common Stock beneficially
      owned by such Subscriber and its Affiliates on a Conversion Date, and (b) the
      number of shares of Common Stock issuable upon the conversion of the Note with
      respect to which the determination of this provision is being made on a
      Conversion Date, which would result in beneficial ownership by such Subscriber
      and its Affiliates of more than 4.99% of the outstanding shares of Common Stock
      of the Company on such Conversion Date. For the purposes of the provision to
      the
      immediately preceding sentence, beneficial ownership shall be determined in
      accordance with Section 13(d) of the 1934 Act and Regulation 13d-3 thereunder.
      Subject to the foregoing, such Subscriber shall not be limited to aggregate
      conversions of only 4.99% and aggregate conversions by such Subscriber may
      exceed 4.99%. The Subscriber may increase the permitted beneficial ownership
      amount up to 9.99% upon and effective after 61 days prior written notice to
      the
      Company. The Subscriber may allocate which of the equity of the Company deemed
      beneficially owned by such Subscriber shall be included in the 4.99% amount
      described above and which shall be allocated to the excess above
      4.99%.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    7.4 Injunction
      Posting of Bond.
      In the
      event a Subscriber shall elect to convert a Note or part thereof, the Company
      may not refuse conversion or exercise based on any claim that such Subscriber
      or
      any one associated or affiliated with such Subscriber has been engaged in any
      violation of law, or for any other reason, unless, an injunction from a court,
      on notice, restraining and or enjoining conversion of all or part of such Note
      shall have been sought and obtained by the Company or at the Company’s request
      or with the Company’s assistance, and
      the
      Company has posted a surety bond for the benefit of such Subscriber in the
      amount of 120% of the outstanding principal and interest of the Note, or
      aggregate purchase price of the Shares which are sought to be subject to the
      injunction, which bond shall remain in effect until the completion of
      arbitration/litigation of the dispute and the proceeds of which shall be payable
      to such Subscriber to the extent Subscriber obtains judgment in Subscriber’s
      favor.

     

    7.5 Buy-In.
      In
      addition to any other rights available to a Subscriber, if the Company fails
      to
      deliver to such Subscriber such shares issuable upon conversion of a Note by
      the
      Delivery Date and if after seven (7) business days after the Delivery Date
      such
      Subscriber or a broker on such Subscriber’s behalf, purchases (in an open market
      transaction or otherwise) shares of Common Stock to deliver in satisfaction
      of a
      sale by such Subscriber of the Common Stock which such Subscriber was entitled
      to receive upon such conversion (a “Buy-In”),
      then
      the Company shall pay in cash to such Subscriber (in addition to any remedies
      available to or elected by such Subscriber) the amount by which (A) such
      Subscriber’s total purchase price (including brokerage commissions, if any) for
      the shares of Common Stock so purchased exceeds (B) the aggregate principal
      and/or interest amount of the Note for which such conversion was not timely
      honored,
      together with interest thereon at a rate of 15% per annum, accruing until such
      amount and any accrued interest thereon is paid in full (which amount shall
      be
      paid as liquidated damages and not as a penalty). For
      example, if such Subscriber purchases shares of Common Stock having a total
      purchase price of $11,000 to cover a Buy-In with respect to an attempted
      conversion of $10,000 of note principal and/or interest, the Company shall
      be
      required to pay to such Subscriber $1,000, plus interest. The Subscriber shall
      provide the Company written notice indicating the amounts payable to such
      Subscriber in respect of the Buy-In.

     

    7.6 Adjustments.
      The
      Conversion Price, Warrant exercise price and the number of Shares issuable
      upon
      conversion of the Notes and Warrant Shares issuable upon exercise of the
      Warrants shall be equitably adjusted and as otherwise described in this
      Agreement, the Notes and Warrants.

     

    7.7 Redemption.
      The
      Note shall not be redeemable or callable except as described in the Note. The
      Warrants shall not be callable or redeemable. 

     

    8. Commissions/Due
      Diligence Fee/Legal Fees.

    


    (a)  Commissions.
      The
      Company on the one hand, and each Subscriber (for itself only) on the other
      hand, agrees to indemnify the other against and hold the other harmless from
      any
      and all liabilities to any persons claiming brokerage commissions or similar
      fees on account of services purported to have been rendered on behalf of the
      indemnifying party in connection with this Agreement or the transactions
      contemplated hereby and arising out of such party’s actions. Anything in this
      Agreement to the contrary notwithstanding, each Subscriber is providing
      indemnification only for such Subscriber’s own actions and not for any action of
      any other Subscriber. The Company represents that there are no parties entitled
      to receive fees, commissions, or similar payments in connection with the
      offering described in this Agreement.

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    (b) Due
      Diligence Fee.
      The
      Company will pay a due diligence fee (“Due
      Diligence Fee”)
      to the
      Lead Investor or its designees (each a “Due
      Diligence Fee Recipient”)
      as
      described on Schedule
      8.
      The
      aggregate Due Diligence Fee shall be equal to forty five thousand dollars
      ($45,000). The Due Diligence Fee will be payable on the Closing Date out of
      funds held pursuant to the Escrow Agreement. The Due Diligence Fee will not
      be
      payable in connection with the Second Closing or Purchase Price paid by
      employees or directors of the Company.

     

    (c) Legal
      Fees.
      The
      Company shall pay to Grushko & Mittman, P.C., a cash fee of $25,000
      (“Legal
      Fees”),
      of
      which $10,000 has been paid, as reimbursement for services rendered to the
      Subscribers in connection with this Agreement and the purchase and sale of
      the
      Notes and Warrants (the “Offering”).
      The
      Legal Fees and reimbursement for estimated fees for lien searches (less any
      amounts paid prior to a Closing Date), and estimated printing and shipping
      costs
      for the closing statements to be delivered to Subscribers, will be payable
      on
      the Closing Date out of funds held pursuant to the Escrow Agreement. The total
      amount of reimbursements shall not exceed $1,500 unless any such reimbursement
      in excess of such amount shall be pre-approved in writing by the
      Company.

     

    9. Covenants
      of the Company.
      The
      Company covenants and agrees with the Subscribers as follows:

     

    (a) Stop
      Orders.
      The
      Company will advise the Subscribers, within twenty-four hours after it receives
      notice of issuance by the Commission, any state securities commission or any
      other regulatory authority of any stop order or of any order preventing or
      suspending any offering of any securities of the Company, or of the suspension
      of the qualification of the Common Stock of the Company for offering or sale
      in
      any jurisdiction, or the initiation of any proceeding for any such
      purpose.

     

    (b) Listing/Quotation.
      The
      Company shall promptly secure the quotation or listing of the Shares and Warrant
      Shares upon the Principal Market each national securities exchange, or automated
      quotation system upon which they are or become eligible for quotation or listing
      (subject to official notice of issuance) and shall maintain same so long as
      any
      Warrants are outstanding. The Company will maintain the quotation or listing
      of
      its Common Stock on the American Stock Exchange, Nasdaq Capital Market, Nasdaq
      Global Select Market, Nasdaq Global Market, the Bulletin Board, or New York
      Stock Exchange (whichever of the foregoing is at the time the principal trading
      exchange or market for the Common Stock (the “Principal
      Market”)),
      and
      will comply in all respects with the Company’s reporting, filing and other
      obligations under the bylaws or rules of the Principal Market, as applicable.
      The Company will provide the Subscribers copies of all notices it receives
      notifying the Company of the threatened and actual delisting of the Common
      Stock
      from any Principal Market. As of the date of this Agreement and the Closing
      Date, the Bulletin Board is and will be the Principal Market.

     

    (c) Market
      Regulations.
      The
      Company shall notify the Commission, the Principal Market and applicable state
      authorities, in accordance with their requirements, of the transactions
      contemplated by this Agreement, and shall take all other necessary action and
      proceedings as may be required and permitted by applicable law, rule and
      regulation, for the legal and valid issuance of the Securities to the
      Subscribers and promptly provide copies thereof to the Subscribers.

     

    
      
         

      

      
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    (d) Filing
      Requirements.
      From
      the
      date of this Agreement and until the last to occur of (i) two (2) years after
      the Closing Date, (ii) until all the Shares have been resold or transferred
      by
      all the Subscribers pursuant to a registration statement or pursuant to Rule
      144(b)(1)(i), or (iii) the Notes are no longer outstanding (the date of such
      latest occurrence being the “End
      Date”),
      the
      Company will (A) comply in all respects with its reporting and filing
      obligations under the 1934 Act, (B) prepare and furnish to the Subscribers
      and
      make publicly available in accordance with Rule 144(c) such information as
      is
      required for the Subscribers to sell the Shares and Warrant Shares under Rule
      144, and (C) comply with all requirements related to any registration
      statement filed pursuant to this Agreement. The Company will use its best
      efforts not to take any action or file any document (whether or not permitted
      by
      the 1933 Act or the 1934 Act or the rules thereunder) to terminate or suspend
      such registration or to terminate or suspend its reporting and filing
      obligations under said acts until the End Date. Until the End Date, the Company
      will continue the listing or quotation of the Common Stock on a Principal Market
      and will comply in all respects with the Company’s reporting, filing and other
      obligations under the bylaws or rules of the Principal Market. The Company
      agrees to timely file a Form D with respect to the Securities if required under
      Regulation D and to provide a copy thereof to each Subscriber promptly after
      such filing.

     

    (e) Use
      of
      Proceeds.
      The
      proceeds of the Offering must be employed by the Company for general corporate
      purposes and working capital. The Purchase Price may not and will not be used
      for accrued and unpaid officer and director salaries, payment of financing
      related debt, redemption of outstanding notes or equity instruments of the
      Company or non-trade obligations outstanding on a Closing Date. For so long
      as
      any Notes are outstanding, the Company will not prepay any financing related
      debt obligations nor redeem any equity instruments of the Company without the
      prior consent of the Subscribers.

     

    (f) Reservation.
      Prior
      to the Closing, the Company undertakes to reserve, pro rata,
      on
      behalf of each holder of a Note or Warrant, from its authorized but unissued
      Common Stock, a number of common shares equal to 100% of the
      amount of Common Stock necessary to allow each holder of a Note to be able
      to
      convert all such outstanding Notes and reserve the amount of Warrant Shares
      issuable upon exercise of the Warrants. Failure to have sufficient shares
      reserved pursuant to this Section 9(f) at any time shall be a material default
      of the Company’s obligations under this Agreement and an Event of Default under
      the Note.

     

    (g) Taxes.
      From
      the date of this Agreement and until the End Date, the Company will promptly
      pay
      and discharge, or cause to be paid and discharged, when due and payable, all
      lawful taxes, assessments and governmental charges or levies imposed upon the
      income, profits, property or business of the Company; provided, however, that
      any such tax, assessment, charge or levy need not be paid if the validity
      thereof shall be contested in good faith by appropriate proceedings and if
      the
      Company shall have set aside on its books adequate reserves with respect
      thereto, and provided, further, that the Company will pay all such taxes,
      assessments, charges or levies forthwith upon the commencement of proceedings
      to
      foreclose any lien which may have attached as security therefore.

     

    (h) Insurance.
      From
      the date of this Agreement and until the End Date, the Company will keep its
      assets which are of an insurable character insured by financially sound and
      reputable insurers against loss or damage by fire, explosion and other risks
      customarily insured against by companies in the Company’s line of business, in
      amounts sufficient to prevent the Company from becoming a co-insurer and not
      in
      any event less than one hundred percent (100%) of the insurable value of the
      property insured less reasonable deductible amounts; and the Company will
      maintain, with financially sound and reputable insurers, insurance against
      other
      hazards and risks and liability to persons and property to the extent and in
      the
      manner customary for companies in similar businesses similarly situated and
      to
      the extent available on commercially reasonable terms.

     

    
      
         

      

      
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    (i) Books
      and Records.
      From
      the date of this Agreement and until the End Date, the Company will keep records
      and books of account in which entries will be made of all dealings or
      transactions in relation to its business and affairs in accordance with
      generally accepted accounting principles applied on a consistent
      basis.

     

    (j) Governmental
      Authorities.
      From
      the date of this Agreement and until the End Date, the Company shall duly
      observe and conform in all material respects to all valid requirements of
      governmental authorities relating to the conduct of its business or to its
      properties or assets.

     

    (k) Intellectual
      Property.
      From
      the date of this Agreement and until the End Date, the Company shall maintain
      in
      full force and effect its corporate existence, rights and franchises and all
      licenses and other rights to use intellectual property owned or possessed by
      it
      and reasonably deemed to be necessary to the conduct of its business, unless
      it
      is sold for value.

     

    (l) Properties.
      From
      the date of this Agreement and until the End Date, the Company will keep its
      properties in good repair, working order and condition, reasonable wear and
      tear
      excepted, and from time to time make all necessary and proper repairs, renewals,
      replacements, additions and improvements thereto; and the Company will at all
      times comply with each provision of all leases to which it is a party or under
      which it occupies property if the breach of such provision could reasonably
      be
      expected to have a Material Adverse Effect.

     

    (m) Confidentiality/Public
      Announcement.
      From
      the date of this Agreement and until the End Date, the Company agrees that,
      except in connection with a Form 8-K or any registration statement or statements
      regarding the Subscribers’ securities or in correspondence with the Commission
      regarding the same or as otherwise required in connection with any other filing
      required to be made with the SEC, it will not disclose publicly or privately
      the
      identity of the Subscribers unless expressly agreed to in writing by a
      Subscriber or only to the extent required by law and then only upon five days
      prior notice to Subscriber. In any event and subject to the foregoing, the
      Company undertakes to file a Form 8-K or make a public announcement describing
      the Offering not later than the first business day after the Closing Date.
      Prior
      to filing or announcement, such Form 8-K or public announcement will be provided
      to Subscribers for their review. In the Form 8-K or public announcement, the
      Company will specifically disclose the amount of Common Stock outstanding
      immediately after the Closing. Upon  delivery by the Company to the
      Subscribers after the Closing Date of any notice or information, in writing,
      electronically or otherwise, and while a Note, Shares, Warrants, or Warrant
      Shares are held by such Subscribers, unless the  Company has in good
      faith determined that the matters relating to such notice do not
      constitute material, nonpublic information relating to
      the Company or Subsidiaries, the Company  shall within one
      business day after any such delivery publicly disclose such 
material,  nonpublic  information on a
      Report on Form 8-K or otherwise.  In
      the event that the Company believes that a
      notice or communication to a Subscriber contains material, nonpublic
      information, relating to the Company or Subsidiaries, the Company shall so
      indicate to such Subscriber prior to delivery of such notice or information.
      Subscriber will be granted sufficient time to notify the Company that Subscriber
      elects not to receive such information. In such case, the Company will not
      deliver such information to Subscriber. In the absence of any such
      indication, such Subscriber shall be allowed to presume that all matters
      relating to such notice and information do not constitute material,
      nonpublic information relating to the Company or its
      Subsidiaries.

     

    (n) Non-Public
      Information.
      The
      Company covenants and agrees that except for the Reports, Other Written
      Information and schedules and exhibits to this Agreement and any other
      disclosure required under the Transaction Documents, which information the
      Company undertakes to publicly disclose not later than the sooner of the
      required or actual filing date of the Form 8-K described in Section 9(m) above,
      neither it nor any other person acting on its behalf will at any time provide
      any Subscriber or its agents or counsel with any information that the Company
      believes constitutes material non-public information, unless prior thereto
      such
      Subscriber shall have agreed in writing to receive such information. The Company
      understands and confirms that each Subscriber shall be relying on the foregoing
      representations in effecting transactions in securities of the
      Company.

     

    
      
         

      

      
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    (o) Additional
      Negative Covenants.
      So long
      as the Notes are outstanding, without the consent of the Subscribers, the
      Company will not and will not permit any of its Subsidiaries to directly or
      indirectly:

     

    (i) create,
      incur, assume or suffer to exist any pledge, hypothecation, assignment, deposit
      arrangement, lien, charge, claim, security interest, security title, mortgage,
      security deed or deed of trust, easement or encumbrance, or preference, priority
      or other security agreement or preferential arrangement of any kind or nature
      whatsoever (including any lease or title retention agreement, any financing
      lease having substantially the same economic effect as any of the foregoing,
      and
      the filing of, or agreement to give, any financing statement perfecting a
      security interest under the Uniform Commercial Code or comparable law of any
      jurisdiction) (each, a “Lien”)
      upon
      any of its property, whether now owned or hereafter acquired except for: (A)
      the
      Excepted Issuances (as defined in Section 12 hereof, (B) Liens imposed by law
      for taxes that are not yet due or are being contested in good faith and for
      which adequate reserves have been established in accordance with generally
      accepted accounting principles; (C) carriers’, warehousemen’s, mechanics’,
      material men’s, repairmen’s and other like Liens imposed by law, arising in the
      ordinary course of business and securing obligations that are not overdue by
      more than 30 days or that are being contested in good faith and by appropriate
      proceedings; (D) pledges and deposits made in the ordinary course of business
      in
      compliance with workers’ compensation, unemployment insurance and other social
      security laws or regulations; (E) deposits to secure the performance of bids,
      trade contracts, leases, statutory obligations, surety and appeal bonds,
      performance bonds and other obligations of a like nature, in each case in the
      ordinary course of business; (F) Liens created with respect to the financing
      of
      the purchase of property in the ordinary course of the Company’s business up to
      the amount of the purchase price of such property; and (G) easements, zoning
      restrictions, rights-of-way and similar encumbrances on real property imposed
      by
      law or arising in the ordinary course of business that do not secure any
      monetary obligations and do not materially detract from the value of the
      affected property (each of (B) through (G), a “Permitted
      Lien”);

     

    (ii) amend
      its
      certificate of incorporation, by-laws or its charter documents so as to
      adversely affect any rights of the Subscribers;

     

    (iii) repay,
      repurchase or offer to repay, repurchase or otherwise acquire or make any
      dividend or distribution in respect of any of its Common Stock, preferred stock,
      or other equity securities other than to the extent permitted or required under
      the Transaction Documents;

     

    (iv) prepay
      or
      redeem any financing related debt or pay past due obligations outstanding as
      of
      the Closing Date not in the ordinary course of business except as set forth
      on
Schedule
      9(o);

     

    (v) engage
      in
      any transactions with any officer, director, employee or any Affiliate
      (excluding a Subsidiary) of the Company, including any contract, agreement
      or
      other arrangement providing for the furnishing of services to or by, providing
      for rental of real or personal property to or from, or otherwise requiring
      payments to or from any officer, director or such employee or, to the knowledge
      of the Company, any entity in which any officer, director, or any such employee
      has a substantial interest or is an officer, director, trustee or partner,
      in
      each case in excess of $100,000 other than (i) for payment of salary and bonuses
      or consulting fees for services rendered, (ii) reimbursement for expenses
      incurred on behalf of the Company, (iii) for other employee benefits,
      including
      stock
      option agreements under any stock option plan of the Company, and (iv) pursuant
      to existing contractual agreements; or

     

    
      
         

      

      
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    (vi) incur
      any
      obligation for borrowed money except for the Excepted Issuances and the
      Permitted Liens.

     

    The
      Company agrees to provide Subscribers not less than ten (10) days notice prior
      to becoming obligated to or effectuating a Permitted Lien or Excepted
      Issuance.

     

    (p) Offering
      Restrictions.
      For so
      long as the Notes are outstanding, the Company will not enter into any Equity
      Line of Credit or similar agreement, nor issue nor agree to issue any floating
      or Variable Priced Equity Linked Instruments nor any of the foregoing or equity
      with price reset rights (collectively, the “Variable
      Rate Restrictions”).
      For
      purposes hereof, “Equity
      Line of Credit”
shall
      include any transaction involving a written agreement between the Company and
      an
      investor or underwriter whereby the Company has the right to “put” its
      securities to the investor or underwriter over an agreed period of time and
      at
      an agreed price or price formula, and “Variable
      Priced Equity Linked Instruments”
shall
      include: (A) any debt or equity securities which are convertible into,
      exercisable or exchangeable for, or carry the right to receive additional shares
      of Common Stock either (1) at any conversion, exercise or exchange rate or
      other
      price that is based upon and/or varies with the trading prices of or quotations
      for Common Stock at any time after the initial issuance of such debt or equity
      security, or (2) with a fixed conversion, exercise or exchange price that is
      subject to being reset at some future date at any time after the initial
      issuance of such debt or equity security due to a change in the market price
      of
      the Company’s Common Stock since date of initial issuance, and (B) any
      amortizing convertible security which amortizes prior to its maturity date,
      where the Company is required or has the option to (or any investor in such
      transaction has the option to require the Company to) make such amortization
      payments in shares of Common Stock which are valued at a price that is based
      upon and/or varies with the trading prices of or quotations for Common Stock
      at
      any time after the initial issuance of such debt or equity security (whether
      or
      not such payments in stock are subject to certain equity
      conditions).

     

    (q) Seniority.
      Except
      for Permitted Liens and as otherwise provided for herein, until the Notes are
      fully satisfied or converted, the Company shall not grant nor allow any security
      interest to be taken in the assets of the Company or any Subsidiary; nor issue
      any debt, equity or other instrument which would give the holder thereof
      directly or indirectly, a right in any assets of the Company or any Subsidiary,
      superior to any right of the holder of a Note in or to such assets except that
      the rights of the holders (and their respective assigns) of the Company’s
      outstanding 6% senior convertible notes due 2010 may be senior with the rights
      of the Subscribers.

     

    (r) DTC
      Program.
      At all
      times that Notes or Warrants are outstanding, the Company will employ as the
      transfer agent for the Common Stock, Shares and Warrant Shares a participant
      in
      the Depository Trust Company Automated Securities Transfer Program.  

     

    10. Covenants
      of the Company and Subscriber Regarding Indemnification.

     

    (a) The
      Company agrees to indemnify, hold harmless, reimburse and defend the
      Subscribers, the Subscribers’ officers, directors, agents, Affiliates, control
      persons and principal shareholders, against any claim, cost, expense, liability,
      obligation, loss or damage (including reasonable legal fees) of any nature,
      incurred by or imposed upon the Subscriber or any such person which results,
      arises out of or is based upon (i) any material misrepresentation by the Company
      or breach of any warranty by the Company in this Agreement or in any Exhibits
      or
      Schedules attached hereto, or other Transaction Documents delivered pursuant
      hereto, or (ii) after any applicable notice and/or cure periods, any breach
      or
      default in performance by the Company of any covenant or undertaking to be
      performed by the Company hereunder, or any other Transaction Documents entered
      into by the Company and Subscriber relating hereto.

     

    
      
         

      

      
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    (b) In
      no
      event shall the liability of any Subscriber or permitted successor hereunder
      or
      under any Transaction Document or other agreement delivered in connection
      herewith be greater in amount than the dollar amount of the net proceeds
      actually received by such Subscriber upon the sale of Securities.

     

    11. Additional
      Post-Closing Obligations.

     

    11.1. Piggy-Back
      Registrations.
      If at
      any time until the End Date there is not an effective registration statement
      covering all of the Shares and Warrant Shares and the Company shall determine
      to
      prepare and file with the Commission a registration statement relating to an
      offering for its own account or the account of others under the 1933 Act of
      any
      of its equity securities, other than on Form S-4 or Form S-8 (each as
      promulgated under the 1933 Act) or their then equivalents relating to equity
      securities to be issued solely in connection with any acquisition of any entity
      or business or equity securities issuable in connection with stock option or
      other employee benefit plans, then the Company shall send to each holder of
      any
      of the Securities entitled to registration rights under this Section 11.1
      written notice of such determination and, if within fifteen calendar days after
      receipt of such notice, any such Holder shall so request in writing, the Company
      shall include in such registration statement all or any part of the Shares
      or
      Warrant Shares such holder requests to be registered, subject to customary
      underwriter cutbacks applicable to all holders of registration rights. The
      obligations of the Company under this Section may be waived by any holder of
      any
      of the Securities entitled to registration rights under this Section 11.1.
      The
      holders whose shares are included or required to be included in such
      registration statement are granted the same rights, benefits, liquidated or
      other damages and indemnification granted to other holders of Securities
      included in such registration statement. Notwithstanding anything to the
      contrary herein, the registration rights granted hereunder to the holders of
      Securities shall not be applicable for such times as such Shares and Warrant
      Shares may be sold by the holder thereof without restriction pursuant to Section
      144(b)(1)(i) of the 1933 Act. In no event shall the liability of any holder
      of
      Securities or permitted successor in connection with any Shares of Warrant
      Shares included in any such registration statement be greater in amount than
      the
      dollar amount of the net proceeds actually received by such Subscriber upon
      the
      sale of the Shares and Warrant Shares sold pursuant to such registration or
      such
      lesser amount applicable to other holders of Securities included in such
      registration statement.

     

    11.2. Delivery
      of Unlegended Shares.

     

    (a) Within
      three (3) business days (such third business day being the “Unlegended
      Shares Delivery Date”)
      after
      the business day on which the Company has received (i) a notice that Shares
      or
      Warrant Shares or any other Common Stock held by a Subscriber have been sold
      pursuant to the registration statement described in Section 11.1 or Rule 144,
      (ii) a representation that the prospectus delivery requirements, or the
      requirements of Rule 144, as applicable and if required, have been satisfied,
      and (iii) the original share certificates representing the shares of Common
      Stock that have been sold, and (iv) in the case of sales under Rule 144,
      customary representation letters of the Subscriber and/or Subscriber’s broker
      regarding compliance with the requirements of Rule 144, the Company at its
      expense, (y) shall deliver, and shall cause legal counsel selected by the
      Company to deliver to its transfer agent (with copies to Subscriber) an
      appropriate instruction and opinion of such counsel, directing the delivery
      of
      shares of Common Stock without any legends including the legend set forth in
      Section 4(i)
      above
      (the “Unlegended
      Shares”);
      and
      (z) cause the transmission of the certificates representing the Unlegended
      Shares together with a legended certificate representing the balance of the
      submitted Shares certificate, if any, to the Subscriber at the address specified
      in the notice of sale, via express courier, by electronic transfer or otherwise
      on or before the Unlegended Shares Delivery Date. 

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    (b) In
      lieu
      of delivering physical certificates representing the Unlegended Shares, if
      the
      Company’s transfer agent is participating in the Depository Trust Company
      (“DTC”)
      Fast
      Automated Securities Transfer program, upon request of a Subscriber, so long
      as
      the certificates therefor do not bear a legend and such Subscriber is not
      obligated to return such certificate for the placement of a legend thereon,
      the
      Company shall cause its transfer agent to electronically transmit the Unlegended
      Shares by crediting the account of Subscriber’s prime broker with DTC through
      its Deposit Withdrawal Agent Commission system. Such delivery must be made
      on or
      before the Unlegended Shares Delivery Date.

     

    (c) The
      Company understands that a delay in the delivery of the Unlegended Shares
      pursuant to Section 11.2 hereof later than two business days after the
      Unlegended Shares Delivery Date could result in economic loss to a Subscriber.
      As compensation to a Subscriber for such loss, the Company agrees to pay late
      payment fees (as liquidated damages and not as a penalty) to such Subscriber
      for
      late delivery of Unlegended Shares in the amount of $100 per business day after
      the Delivery Date for each $10,000 of purchase price of the Unlegended Shares
      subject to the delivery default. If during any 360 day period, the Company
      fails
      to deliver Unlegended Shares as required by this Section 11.2 for an aggregate
      of thirty (30) days, then each Subscriber or assignee holding Securities subject
      to such default may, at its option, require the Company to redeem all or any
      portion of the Shares and Warrant Shares subject to such default at a price
      per
      share equal to the greater of (i) the actual purchase price of such Shares
      or
      Warrant Shares, or (ii) the highest closing price of the Common Stock during
      the
      aforedescribed thirty day period and the denominator of which is the lowest
      conversion price during such thirty day period (“Unlegended
      Redemption Amount”).
      The
      Company shall pay any payments incurred under this Section in immediately
      available funds upon demand.

     

    (d) In
      addition to any other rights available to a Subscriber, if the Company fails
      to
      deliver to a Subscriber Unlegended Shares as required pursuant to this
      Agreement, within seven (7) business days after the Unlegended Shares Delivery
      Date and a Subscriber or a broker on such Subscriber’s behalf, purchases (in an
      open market transaction or otherwise) shares of Common Stock to deliver in
      satisfaction of a sale by such Subscriber of the shares of Common Stock which
      such Subscriber was entitled to receive from the Company (a “Buy-In”),
      then
      the Company shall pay in cash to such Subscriber (in addition to any remedies
      available to or elected by such Subscriber) the amount by which (A) such
      Subscriber’s total purchase price (including brokerage commissions, if any) for
      the shares of Common Stock so purchased exceeds (B) the aggregate purchase
      price
      of the shares of Common Stock delivered to the Company for reissuance as
      Unlegended Shares together
      with interest thereon at a rate of 15% per annum, accruing until such amount
      and
      any accrued interest thereon is paid in full (which amount shall be paid as
      liquidated damages and not as a penalty). For
      example, if a Subscriber purchases shares of Common Stock having a total
      purchase price of $11,000 to cover a Buy-In with respect to $10,000 of purchase
      price of shares of Common Stock delivered to the Company for reissuance as
      Unlegended Shares, the Company shall be required to pay such Subscriber
      $1,000,
      plus interest. The
      Subscriber shall provide the Company written notice indicating the amounts
      payable to such Subscriber in respect of the Buy-In.

     

    (e) In
      the
      event a Subscriber shall request delivery of Unlegended Shares as described
      in
      Section 11.2 or Warrant Shares upon exercise of Warrants and the Company is
      required to deliver such Unlegended Shares pursuant to Section 11.2 or the
      Warrant Shares pursuant to the Warrants, the Company may not refuse to deliver
      Unlegended Shares or Warrant Shares based on any claim that such Subscriber
      or
      any one associated or affiliated with such Subscriber has been engaged in any
      violation of law, or for any other reason, unless, an injunction or temporary
      restraining order from a court, on notice, restraining and or enjoining delivery
      of such Unlegended Shares or exercise of all or part of said Warrant shall
      have
      been sought and obtained by the Company or at the Company’s request or with the
      Company’s assistance,
      and the
      Company has posted a surety bond for the benefit of such Subscriber in the
      amount of 120% of the amount of the aggregate purchase price of the Common
      Stock
      and Warrant Shares which are subject to the injunction or temporary restraining
      order, which bond shall remain in effect until the completion of
      arbitration/litigation of the dispute and the proceeds of which shall be payable
      to such Subscriber to the extent Subscriber obtains judgment in Subscriber’s
      favor.

     

    
      
         

      

      
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    11.3. In
      the
      event commencing one hundred and eighty-one (181) days after the Closing Date,
      a
      Subscriber is not permitted to resell any of the Shares or Warrant Shares
      without any restrictive legend or if such sales are permitted but subject to
      volume limitations or further restrictions on resale as a result of the
      unavailability to Subscriber of Rule 144(b)(1)(i) under the 1933 Act or any
      successor rule (a “144
      Default”),
      for
      any reason except for Subscriber’s status as an Affiliate or “control person” of
      the Company, then the Company shall pay such Subscriber as liquidated damages
      and not as a penalty an amount equal to two percent (2%) for each thirty (30)
      days (or such lesser pro-rata amount for any period less than thirty (30) days)
      thereafter of the purchase price of the Shares and Warrant Shares owned by
      such
      Subscriber during the pendency of the 144 Default. Liquidated damages shall
      not
      be payable pursuant to this Section 11.3 in connection with Shares and Warrant
      Shares for such times as such Shares and Warrant Shares may be sold by the
      holder thereof without restriction pursuant to Section 144(b)(1)(i) of the
      1933
      Act.

     

    12. (a) Favored
      Nations Provision.
      Other
      than in connection with the Excepted Issuances, if at any time that Notes or
      Warrants are outstanding, the Company shall agree to or issue (the “Lower Price
      Issuance”) any Common Stock or securities convertible into or exercisable for
      shares of Common Stock (or modify any of the foregoing which may be outstanding)
      to any person or entity at a price per share or conversion or exercise price
      per
      share which shall be less than the Conversion Price in effect at such time,
      or
      less than the Warrant exercise price in effect at such time, without the consent
      of each Subscriber, then the Conversion Price and Warrant exercise price shall
      automatically be reduced to such other lower price. Each Subscriber is granted
      the registration rights described in Section 11.1 hereof in relation to the
      additional Shares and Warrant Shares issuable as a result of the foregoing
      adjustment. For purposes of the issuance and adjustment described in this
      paragraph, the issuance of any security of the Company carrying the right to
      convert such security into shares of Common Stock or of any warrant, right
      or
      option to purchase Common Stock, except Excepted Issuances, shall result in
      the
      adjustments described above upon the sooner of the agreement to or actual
      issuance of such convertible security, warrant, right or option and again at
      any
      time upon any subsequent issuances of shares of Common Stock upon exercise
      of
      such conversion or purchase rights if such issuance is at a price lower than
      the
      Conversion Price or Warrant exercise price in effect upon such issuance. The
      Subscriber is also given the right to elect to substitute any term or terms
      of
      any other offering in connection with which such Subscriber has rights as
      described in this Section 12(a), for any term or terms of the offering giving
      rise to the Lower Price Issuance. The rights of each Subscriber set forth in
      this Section 12 are in addition to any other rights the Subscriber has pursuant
      to this Agreement, the Note, any Transaction Document, and any other agreement
      referred to or entered into in connection herewith or to which such Subscriber
      and Company are parties.

     

    (b) Right
      of Participation.
      For so
      long as any sums are outstanding in connection with the Notes, the Subscribers
      and their assignees shall be given ten business days prior written notice of
      any
      proposed sale by the Company of its Common Stock or other securities or equity
      linked debt obligations, except in connection with the Excepted
      Issuances.
      The
      Subscribers who exercise their rights pursuant to this
      Section
      12(b) shall have the right during the ten business days following receipt of
      the
      notice, to purchase by application of the outstanding balance of the Notes
      including principal, interest, liquidated damages and any other amount then
      owing to such Subscriber by the Company, in the aggregate up to fifteen percent
      (15%) of all of such offered Common Stock, debt or other securities in
      accordance with the terms and conditions set forth in the notice of sale in
      the
      same proportion to each other as their purchase of Notes in the Offering. In
      the
      event such terms and conditions are modified during the notice period, the
      Subscribers shall be given prompt notice of such modification and shall have
      the
      right during the ten business days following the notice of modification to
      exercise such right.

     

    
      
         

      

      
        21

        
          

        

      

      
         

      

    

     

    (c) Maximum
      Exercise of Rights.
      In the
      event the exercise of the rights described in Sections 12(a) or 12(b)
would
      or
      could result in the issuance of an amount of Common Stock of the Company that
      would exceed the maximum amount that may be issued to a Subscriber calculated
      in
      the manner described in Section 7.3 of this Agreement, then the issuance of
      such
      additional shares of Common Stock of the Company to such Subscriber will be
      deferred in whole or in part until such time as such Subscriber is permitted
      to
      beneficially own such Common Stock without exceeding the applicable maximum
      amount set forth calculated in the manner described in Section 7.3 of this
      Agreement. The determination of when such Common Stock may be issued shall
      be
      made by each Subscriber as to only such Subscriber.

     

    (d) “Excepted
      Issuances”
shall
      mean: (i) full or partial consideration in connection with a strategic merger,
      acquisition, consolidation or purchase of substantially all of the securities
      or assets of corporation or other entity which recipients of such securities
      or
      debt are not at any time granted registration rights, (ii) the Company’s
      issuance of securities in connection with strategic license agreements and
      other
      partnering arrangements so long as such issuances are not for the purpose of
      raising capital and, (iii) the Company’s issuance of Common Stock or the
      issuances or grants of options to purchase Common Stock pursuant to stock option
      plans and employee stock purchase plans described on Schedule 5(d) hereto,
      (iv)
      as a result of the exercise of Warrants or conversion of Notes which are granted
      or issued pursuant to this Agreement, and (v) as a result of the exercise of
      Warrants issued prior to the date of this Agreement and listed on Schedule
      5(d).

     

    13. Miscellaneous.

     

    (a) Notices.
      All
      notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be in writing and, unless otherwise
      specified herein, shall be (i) personally served, (ii) deposited in the mail,
      registered or certified, return receipt requested, postage prepaid, (iii)
      delivered by reputable overnight courier service with charges prepaid, or (iv)
      transmitted by hand delivery, telegram, or facsimile, addressed as set forth
      below or to such other address as such party shall have specified most recently
      by written notice. Any notice or other communication required or permitted
      to be
      given hereunder shall be deemed effective (a) upon hand delivery or delivery
      by
      facsimile, with accurate confirmation generated by the transmitting facsimile
      machine, at the address or number designated below (if delivered on a business
      day during normal business hours where such notice is to be received), or the
      first business day following such delivery (if delivered other than on a
      business day during normal business hours where such notice is to be received),
      (b) on the first business day following the date deposited with an overnight
      courier service with charges prepaid, or (c) on the third business day following
      the date of mailing pursuant to subpart (a)(ii) above, or upon actual receipt
      of
      such mailing, whichever shall first occur. The addresses for such communications
      shall be: (i) if to the Company, to: GoFish Corporation, 706 Mission Street,
      10th
      Floor,
      San Francisco, CA 94103, Attn: Tabreez Verjee, President, facsimile:
      (415)
      978-9603, with a copy by facsimile only to: Morrison & Foerster LLP, 425
      Market Street, San Francisco, CA 94105, Attn: John W. Campbell, III, Esq.,
      facsimile: (415) 268-7522, and (ii) if to a Subscriber, to: the one or more
      addresses and facsimile numbers indicated on the signature pages hereto, with
      an
      additional copy by facsimile only to: Grushko & Mittman, P.C., 551 Fifth
      Avenue, Suite 1601, New York, New York 10176, facsimile: (212)
      697-3575.

     

    (b) Entire
      Agreement; Assignment.
      This
      Agreement and other documents delivered in connection herewith represent the
      entire agreement between the parties hereto with respect to the subject matter
      hereof and may be amended only by a writing executed by both parties. Neither
      the Company nor the Subscribers have relied on any representations not contained
      or referred to in this Agreement and the documents delivered herewith. No right
      or obligation of the Company shall be assigned without prior notice to and
      the
      written consent of the Subscribers. A Subscriber shall promptly provide the
      Company with written notice of the assignment or delegation of any of its rights
      or obligations under this Agreement.

     

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

     

    (c) Counterparts/Execution.
      This
      Agreement may be executed in any number of counterparts and by the different
      signatories hereto on separate counterparts, each of which, when so executed,
      shall be deemed an original, but all such counterparts shall constitute but
      one
      and the same instrument. This Agreement may be executed by facsimile signature
      and delivered by facsimile transmission.

     

    (d) Law
      Governing this Agreement.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York without regard to conflicts
      of laws principles
      that would result in the application of the substantive laws of another
      jurisdiction. Any action brought by either party against the other concerning
      the transactions contemplated by this Agreement shall be brought only in the
      civil or state courts of New York or in the federal courts located in the State
      of New York. The
      parties and the individuals executing this Agreement and other agreements
      referred to herein or delivered in connection herewith on behalf of the Company
      agree to submit to the jurisdiction of such courts and waive trial by
      jury.
      The
      prevailing party shall be entitled to recover from the other party its
      reasonable attorney’s fees and costs. In the event that any provision of this
      Agreement or any other agreement delivered in connection herewith is invalid
      or
      unenforceable under any applicable statute or rule of law, then such provision
      shall be deemed inoperative to the extent that it may conflict therewith and
      shall be deemed modified to conform with such statute or rule of law. Any such
      provision which may prove invalid or unenforceable under any law shall not
      affect the validity or enforceability of any other provision of any
      agreement.

     

    (e) Specific
      Enforcement, Consent to Jurisdiction.
      To the
      extent permitted by law, the Company and Subscriber acknowledge and agree that
      irreparable damage would occur in the event that any of the provisions of this
      Agreement were not performed in accordance with their specific terms or were
      otherwise breached. It is accordingly agreed that the parties shall be entitled
      to one or more preliminary and final injunctions to prevent or cure breaches
      of
      the provisions of this Agreement and to enforce specifically the terms and
      provisions hereof, this being in addition to any other remedy to which any
      of
      them may be entitled by law or equity. Subject to Section 13(d) hereof, each
      of
      the Company, Subscriber and any signator hereto in his or her personal capacity
      hereby waives, and agrees not to assert in any such suit, action or proceeding,
      any claim that it is not personally subject to the jurisdiction in New York
      of
      such court, that the suit, action or proceeding is brought in an inconvenient
      forum or that the venue of the suit, action or proceeding is improper. Nothing
      in this Section shall affect or limit any right to serve process in any other
      manner permitted by law.

     

    (f) Independent
      Nature of Subscribers.
      The
      Company acknowledges that the obligations of each Subscriber under the
      Transaction Documents are several and not joint with the obligations of any
      other Subscriber, and no Subscriber shall be responsible in any way for the
      performance of the obligations of any other Subscriber under the Transaction
      Documents. The
      Company acknowledges that each Subscriber has represented that the decision
      of
      each Subscriber to purchase Securities has been made by such Subscriber
      independently of any other Subscriber and independently of any information,
      materials, statements or opinions as to the business, affairs, operations,
      assets, properties, liabilities, results of operations, condition (financial
      or
      otherwise) or prospects of the Company which may have been made or given by
      any
      other Subscriber or by any agent or employee of any other Subscriber, and no
      Subscriber or any of its agents or employees shall have any liability to any
      Subscriber (or any other person) relating to or arising from any such
      information, materials, statements or opinions.  The
      Company acknowledges that nothing contained in any Transaction Document, and
      no
      action taken by any Subscriber pursuant hereto or thereto (including, but not
      limited to, the (i) inclusion of a Subscriber in a registration statement and
      (ii) review by, and consent to, such registration statement by a Subscriber)
      shall be deemed to constitute the Subscribers as a partnership, an association,
      a joint venture or any other kind of entity, or create a presumption that the
      Subscribers are in any way acting in concert or as a group with respect to
      such
      obligations or the transactions contemplated by the Transaction Documents. 
The Company acknowledges that each Subscriber shall be entitled to independently
      protect and enforce its rights, including without limitation, the rights arising
      out of the Transaction Documents, and it shall not be necessary for
      any other Subscriber to be joined as an additional party in any proceeding
      for
      such purpose.  The Company acknowledges that it has elected to provide all
      Subscribers with the same terms and Transaction Documents for the convenience
      of
      the Company and not because Company was required or requested to do so by the
      Subscribers.  The Company acknowledges that such procedure with respect to
      the Transaction Documents in no way creates a presumption that the Subscribers
      are in any way acting in concert or as a group with respect to the Transaction
      Documents or the transactions contemplated thereby.

     

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

     

    (g) Damages.
      In the
      event a Subscriber is entitled to receive any liquidated damages pursuant to
      the
      Transactions, such Subscriber may elect to receive the greater of actual damages
      or such liquidated damages.

     

    (h) Consent.
      As used
      in the Agreement, “consent of the Subscribers” or similar language means the
      consent of holders of not less than 70% of the total of the Shares issued and
      issuable upon conversion of outstanding Notes owned by Subscribers on the date
      consent is requested.

     

    (i) Equal
      Treatment.
      No
      consideration shall be offered or paid to any person to amend or consent to
      a
      waiver or modification of any provision of the Transaction Documents unless
      the
      same consideration is also offered and paid to all the Subscribers and their
      permitted successors and assigns.

     

    (j) Maximum
      Payments.
      Nothing
      contained herein or in any document referred to herein or delivered in
      connection herewith shall be deemed to establish or require the payment of
      a
      rate of interest or other charges in excess of the maximum rate permitted by
      applicable law. In the event that the rate of interest or dividends required
      to
      be paid or other charges hereunder exceed the maximum permitted by such law,
      any
      payments in excess of such maximum rate shall be credited against amounts owed
      by the Company to a Subscriber and thus refunded to the Company.

     

    (m) Captions:
      Certain Definitions.
      The
      captions of the various sections and paragraphs of this Agreement have been
      inserted only for the purposes of convenience; such captions are not a part
      of
      this Agreement and shall not be deemed in any manner to modify, explain, enlarge
      or restrict any of the provisions of this Agreement. As used in this Agreement
      the term “person”
shall
      mean and include an individual, a partnership, a joint venture, a corporation,
      a
      limited liability company, a trust, an unincorporated organization and a
      government or any department or agency thereof.

     

    (n) Calendar
      Days.
      All
      references to “days” in the Transaction Documents (as hereinafter defined) shall
      mean calendar days unless otherwise stated. The terms “business days” and
“trading days” shall mean days that the New York Stock Exchange is open for
      trading for three or more hours. Time periods shall be determined as if the
      relevant action, calculation or time period were occurring in New York
      City.

     

    (o) Severability.
      In the
      event that any term or provision of this Agreement shall be finally determined
      to be superseded, invalid, illegal or otherwise unenforceable pursuant to
      applicable law by an authority having jurisdiction and venue, that determination
      shall not impair or otherwise affect the validity, legality or enforceability:
      (i) by or before that authority of the remaining terms and provisions of this
      Agreement, which shall be enforced as if the unenforceable term or provision
      were deleted, or (ii) by or before any other authority of any of the terms
      and
      provisions of this Agreement.

     

    
      
         

      

      
        24

        
          

        

      

      
         

      

    


    (p) Successor
      Laws.
      References in the Transaction Documents to laws, rules, regulations and forms
      shall also include successors to and functionally equivalent replacements of
      such laws, rules, regulations and forms. A successor rule to 144(b)(1)(i) shall
      include any rule that would be available to a non-Affiliate of the Company
      for
      the sale of Common Stock not subject to volume restrictions and after a six
      month holding period.

     

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

     

    SIGNATURE
      PAGE TO SUBSCRIPTION AGREEMENT (A)

     

    Please
      acknowledge your acceptance of the foregoing Subscription Agreement by signing
      and returning a copy to the undersigned whereupon it shall become a binding
      agreement between us.

    
      	 	 	 
	 	
              GOFISH
                CORPORATION

              a
                Nevada corporation

            
	 
 	 
 	 
 
	 	By:  	/s/ Tabreez
              Verjee
	 	
              
Name:
              Tabreez Verjee
	 	Title:
              President
	 	 
	 	Dated: April ___, 2008


    

     

    


    
      	
              SUBSCRIBER

            	
              PURCHASE
                PRICE (CASH)

            	
              PRINCIPAL
                

              AMOUNT
                OF 

              NOTE

            	
              WARRANTS

            
	
              [NAME
                OF SUBSCRIBER]

               

               

               

               

              __________________________________________

              (Signature)

              By:
                

            	 	 	 


    

     

    
      
         

      

      
        26

        
          

        

      

      
         

      

    

    
 

    LIST
      OF EXHIBITS AND SCHEDULES

    

      
        	
                Exhibit
                  A

              	 	
                Form
                  of Note

              
	 	 	 
	
                Exhibit
                  B

              	 	
                Form
                  of Warrant

              
	 	 	 
	
                Exhibit
                  C

              	 	
                Escrow
                  Agreement

              
	 	 	 
	
                Exhibit
                  D

              	 	
                Subscriber
                  Questionnaire

              
	 	 	 
	
                Exhibit
                  E

              	 	
                Form
                  of Consent

              
	 	 	 
	
                Exhibit
                  F

              	 	
                Form
                  of Legal Opinion of Morrison & Foerster LLP

              
	 	 	 
	
                Exhibit
                  G

              	 	
                Form
                  of Legal Opinion of McDonald Carano Wilson LLP

              
	 	 	 
	
                Schedule
                  5(a)

              	 	
                Subsidiaries

              
	 	 	 
	
                Schedule
                  5(d)

              	 	
                Additional
                  Issuances / Capitalization

              
	 	 	 
	
                Schedule
                  5(m)

              	 	
                Defaults

              
	 	 	 
	
                Schedule
                  5(q)

              	 	
                Undisclosed
                  Liabilities

              
	 	 	 
	
                Schedule
                  5(v)

              	 	
                Transfer
                  Agent

              
	 	 	 
	
                Schedule
                  8

              	 	
                Due
                  Diligence Fees

              
	 	 	 
	
                Schedule
                  9(o)

              	 	
                Permitted
                  Payments

              


      

    

     

    
      
         

      

      
        27

        
          

        

      

      
         

      

    


    EXHIBIT
      D

    


    SUBSCRIBER
      QUESTIONNAIRE

     

    


    I. The
      Subscriber represents and warrants that he or it comes within one category
      marked
      below,
      and
      that for any category marked, he or it has truthfully set forth, where
      applicable, the factual basis or reason the Subscriber comes within that
      category. ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE KEPT STRICTLY
      CONFIDENTIAL. The undersigned shall furnish any additional information which
      GoFish Corporation (the “Company”) deems necessary in order to verify the
      answers set forth below.

     

    

      
        	
                Category
                  A __  

              	
                The
                  undersigned is an individual (not a partnership, corporation, etc.)
                  whose
                  individual net worth, or joint net worth with his or her spouse,
                  presently
                  exceeds $1,000,000.

              
	 	 
	 	
                Explanation.
                  In calculating net worth you may include equity in personal property
                  and
                  real estate, including your principal residence, cash, short-term
                  investments, stock and securities. Equity in personal property
                  and real
                  estate should be based on the fair market value of such property
                  less debt
                  secured by such property.

              
	 	 
	
                Category
                  B __ 

              	
                The
                  undersigned is an individual (not a partnership, corporation, etc.)
                  who
                  had an individual income in excess of $200,000 in each of the two
                  most
                  recent years, or joint income with his or her spouse in excess
                  of $300,000
                  in each of those years (in each case including foreign income,
                  tax exempt
                  income and full amount of capital gains and losses but excluding
                  any
                  income of other family members and any unrealized capital appreciation)
                  and has a reasonable expectation of reaching the same income level
                  in the
                  current year.

              
	 	 
	
                Category
                  C __

              	
                The
                  undersigned is a director or executive officer of the Company which
                  is
                  issuing and selling the Company’s Common Stock, $0.001 par value per share
                  (the “Shares”)
                  and common stock purchase warrants (the “Warrants”)
                  (collectively referred to as the “Securities”).

              
	 	 
	
                Category
                  D __  

              	
                The
                  undersigned is a bank; savings and loan association; registered
                  broker-dealer; insurance company; registered investment company;
                  registered business development company; licensed small business
                  investment company (“SBIC”);
                  any plan established and maintained by a state, its political
                  subdivisions, or any agency or instrumentality of a state or its
                  political
                  subdivisions, for the benefit of its employees, if such plan has
                  total
                  assets in excess of $5,000,000; or employee benefit plan within
                  the
                  meaning of Title 1 of ERISA and (a) the investment decision is
                  made by a
                  plan fiduciary which is either a bank, savings and loan association,
                  insurance company or registered investment advisor, or (b) the
                  plan has
                  total assets in excess of $5,000,000 or is a self directed plan
                  with
                  investment decisions made solely by persons that are accredited
                  investors.

              
	 	 
	 	
                
                  
  

                
                  

                

                (describe
                  entity)

              


      

    

    
 

    
      
         

      

      
        28

        
          

        

      

      
         

      

    

    

      
        	 	 
	
                Category
                  E __   

              	
                The
                  undersigned is a private business development company as defined
                  in
                  section 202(a)(22) of the Investment Advisors Act of
                  1940.

              
	 	 
	 	
                
                  
  

                
                  

                

                (describe
                  entity)

              
	 	 
	
                Category
                  F __  

              	
                The
                  undersigned is either a corporation, partnership, Massachusetts
                  business
                  trust, or non-profit organization within the meaning of Section
                  501(c)(3)
                  of the Internal Revenue Code, in each case not formed for the specific
                  purpose of acquiring the Securities and with total assets in excess
                  of
                  $5,000,000.

              
	 	 
	 	
                
                  
  

                
                  

                

                (describe
                  entity)

              
	 	 
	
                Category
                  G __  

              	
                The
                  undersigned is a trust with total assets in excess of $5,000,000,
                  not
                  formed for the specific purpose of acquiring the Securities, where
                  the
                  purchase is directed by a “sophisticated person” as defined in Regulation
                  506(b)(2)(ii) under the Securities Act.

              
	 	 
	
                Category
                  H __  

              	
                The
                  undersigned is an entity (other than a trust) all the equity owners
                  of
                  which are “accredited investors” within one or more of the above
                  categories. If relying upon this Category alone, each equity owner
                  must
                  complete a separate copy of this Agreement.

              
	 	 
	 	
                
                  
  

                
                  

                

                (describe
                  entity)

              
	 	 
	
                Category
                  I __  

              	
                The
                  undersigned is not within any of the categories above and is therefore
                  not
                  an accredited investor.

              


      

    

    


    (a)
      As
      used herein, the term “net worth” means the excess of total assets at fair
      market value (including home and personal property) over total liabilities
      (including mortgage). For purposes hereof, “individual income” means adjusted
      gross income less any income attributable to a spouse or to property owned
      by a
      spouse, increased by the following amounts (but not including any amounts
      attributable to a spouse or to property owned by a spouse): (i) the amount
      of
      any interest income received which is tax-exempt under Section 103 of the
      Internal Revenue Code of 1986, as amended (the “Code”), (ii) the amount of
      losses claimed as a limited partner in a limited partnership (as reported on
      Schedule E of Form 1040), (iii) any deduction claimed for depletion under
      Section 611 et seq. of the Code, and (iv) any amount by which income from
      long-term capital gains has been reduced in arriving at adjusted gross income
      pursuant to the provisions of Section 12.02 of the Code.

     

    The
      undersigned agrees that the undersigned will notify the Company at any time
      on
      or prior to the execution of this Agreement in the event that the
      representations and warranties in this Agreement shall cease to be true,
      accurate and complete.

     

    
      
         

      

      
        29

        
          

        

      

      
         

      

    

     

    II. SUITABILITY
      (please
      answer each question)

    


    (a) For
      an
      individual Subscriber, please describe your current employment, including the
      company by which you are employed and its principal business:

     

    
      
        

      

       

      
        

      

       

      
        

      



    (b) For
      an
      individual Subscriber, please describe any college or graduate degrees held
      by
      you:

    
       

      
        
          

        

         

        
          

        

         

      

    

    (c) For
      all
      Subscribers, please list types of prior investments: 

    
       

      
        

      

       

      
        

      

       

      
        

      



    (d) For
      all
      Subscribers, please state whether you have you participated in other
private
      placements
      before:

    


    
      	 	YES_______	NO_______	 


    

    


    (e) If
      your
      answer to question (d) above was “YES”, please indicate frequency of such prior
      participation in private
      placements
      of:

        

    
      	 	
              Public 

              Companies

            	
              Private

              Companies

            	 
	
              Frequently 

            	_________	_________	 
	
              Occasionally

            	_________	_________	 
	
              Never

            	_________	_________	 


    

     

    (f) For
      individual Subscribers, do you expect your current level of income to
      significantly decrease in the foreseeable future:

    
      


      
        	 	YES_______	NO_______	 


      

    

    


    (g) For
      trust, corporate, partnership and other institutional Subscribers, do you expect
      your total assets to significantly decrease in the foreseeable future:


    
      


      
        	 	YES_______	NO_______	 


      

    

    


    (h) For
      all
      Subscribers, do you have any other investments or contingent liabilities which
      you reasonably anticipate could cause you to need sudden cash requirements
      in
      excess of cash readily available to you: 

    
      


      
        	 	YES_______	NO_______	 


      

       

      
        
           

        

        
          30

          
            

          

        

        
           

        

      

    


    (i) For
      all
      Subscribers, are you familiar with the risk aspects and the non-liquidity of
      investments such as the Securities for which you seek to subscribe?

    
      


      
        	 	YES_______	NO_______	 


      

    

    


    (j) For
      all
      Subscribers, do you understand that there is no guarantee of financial return
      on
      this investment and that you run the risk of losing your entire
      investment?

    
      


      
        	 	YES_______	NO_______	 


      

    

    


    III. MANNER
      IN WHICH TITLE IS TO BE HELD.
      (circle one)

    


    (a) Individual
      Ownership

    (b) Community
      Property 

    (c) Joint
      Tenant with Right of Survivorship (both parties must sign)

    (d) Partnership*

    (e) Tenants
      in Common

    (f) Corporation*

    (g) Trust*

    (h) Limited
      Liability Company*

    (i) Other

    


    *If
      Securities are being subscribed for by an entity, the attached Certificate
      of
      Signatory must also be completed.

    


    IV. NASD
      AFFILIATION.

    


    Are
      you
      affiliated or associated with an NASD member firm (please
      check one):

    


    Yes
      _________  No
      __________

    


    If
      Yes,
      please describe:

    _________________________________________________________

    _________________________________________________________

    _________________________________________________________

    


    *If
      Subscriber is a Registered Representative with an NASD member firm, have the
      following acknowledgment signed by the appropriate party:

    


    The
      undersigned NASD member firm acknowledges receipt of the notice required by
      Rule
      3050 of the NASD Conduct Rules.

    


    _________________________________

    Name
      of
      NASD Member Firm

    


    By:
      ______________________________

    Authorized
      Officer

    


    Date:
      ____________________________

     

    
      
         

      

      
        31

        
          

        

      

      
         

      

    

     

    V. The
      undersigned is informed of the significance to the Company of the foregoing
      representations and answers contained in the Confidential Investor Questionnaire
      contained herein and such answers have been provided under the assumption that
      the Company will rely on them.

     

    VI. In
      furnishing the above information, the undersigned acknowledges that the Company
      will be relying thereon in determining, among other things, whether there are
      reasonable grounds to believe that the undersigned qualifies as a Purchaser
      under Section 4(2), Section 4(6) and/or Regulation D as promulgated by the
      United States Securities and Exchange Commission under the Securities Act of
      1933 and applicable state securities laws for the purposes of the proposed
      investment.

     

    VII. The
      undersigned understands and agrees that the Company may request further
      information of the undersigned in verification or amplification of the
      undersigned's knowledge of business affairs, the undersigned's assets and the
      undersigned's ability to bear the economic risk involved in an investment in
      the
      securities of the Company. 

     

    VIII. The
      undersigned represents to you that (a) the information contained herein is
      complete and accurate on the date hereof and may be relied upon by you and
      (b)
      the undersigned will notify you immediately of any change in any such
      information occurring prior to the acceptance of the subscription and will
      promptly send you written confirmation of such change. The undersigned hereby
      certifies that he, she or it has read and understands the Subscription Agreement
      related hereto.

     

    IX. In
      order
      for the Company to comply with applicable anti-money laundering/U.S. Treasury
      Department Office of Foreign Assets Control (“OFAC”)
      rules
      and regulations, Subscriber is required to provide the following
      information:

     

    1. Payment
      Information

     

    (a)
      Name
      and address (including country) of the bank from which Subscriber’s payment to
      the Company is being wired (the “Wiring
      Bank”):

     

    _______________________________________

     

    _______________________________________

     

    _______________________________________

     

    _______________________________________

     

    (b)
      Subscriber’s
      wiring instructions at the Wiring Bank:

     

    _______________________________________

     

    _______________________________________

     

    _______________________________________

    


    
      
         

      

      
        32

        
          

        

      

      
         

      

    

     

    (c)
      Is
      the Wiring Bank located in the U.S. or another “FATF
      Country”?

     

    _____
      Yes ______
      No

     

    (d)
      Is
      Subscriber a customer of the Wiring Bank? 

    


    _____
      Yes ______
      No

     

    2. Additional
      Information
      (N.B.:
      this Section applies only to prospective investors who responded “no” to either
      of Question I(c) or I(d) above.)

     

    The
      following materials must be provided to the Company (forms will be provided
      by
      the Company upon request):

     

    For
      Individual Investors:

     

    ____
      A
      government issued form of picture identification (e.g.,
      passport or drivers license).

     

    ____
      Proof of the individual’s current address (e.g.,
      current
      utility bill), if not included in the form of picture
      identification.

    


    For
      Funds of Funds or Entities that Invest on Behalf of Third Parties Not Located
      in
      the U.S. or Other FATP Countries:

    


    
      	 	
              _____
                

            	
              A
                certificate of due formation and organization and continued authorization
                to conduct business in the jurisdiction of its organization (e.g.,
                certificate of good standing).

            


    

     

    
      	 	
              _____

            	
              An
                “incumbency certificate” attesting to the title of the individual
                executing these subscription materials on behalf of the prospective
                investor.

            


    

     

    
      	 	
              _____

            	
              A
                completed copy of a certification that the entity has adequate anti-money
                laundering policies and procedures (“AML
                Policies and Procedures”)
                in place that are consistent with the USA PATRIOT Act, OFAC and other
                relevant federal, state or non-U.S. anti-money laundering laws and
                regulations (with a copy of the entity’s current AML Policies and
                Procedures to which such certification
                relates).

            


    

     

    
      	 	
              _____

            	
              A
                letter of reference from the entity’s local office of a reputable bank or
                brokerage firm that is incorporated, or has its principal place of
                business located, in the U.S. or other FATF Country certifying that
                the
                prospective investor maintains an account at such bank/brokerage
                firm for
                a length of time and containing a statement affirming the prospective
                investor’s integrity.

            


    

     

    _______________________

    * 
      As of
      the date hereof, countries that are members of the Financial Action Task Force
      on Money Laundering (“FATF
      Country”)
      are:
      Argentina, Australia, Austria, Belgium, Brazil, Canada, Denmark, Finland,
      France, Germany, Greece, Hong Kong, Iceland, Ireland, Italy, Japan, Luxembourg,
      Mexico, Kingdom of the Netherlands, New Zealand, Norway, Portugal, Russian
      Federation, Singapore, South Africa, Spain, Sweden, Switzerland, Turkey, United
      Kingdom and the United States of America.

     

    
      
         

      

      
        33

        
          

        

      

      
         

      

    

    


    For
      all other Entity Investors:

    


    
      	 	
              _____

            	
              A
                certificate of due formation and organization and continued
                

            


    

    authorization
      to conduct business in the jurisdiction of its organization (e.g.,
      certificate of good standing).

     

    
      	 	
              _____

            	
              An
                “incumbency certificate” attesting to the title of the individual
                executing these subscription materials on behalf of the prospective
                investor. 

            


    

     

    
      	 	
              _____
                

            	
              A
                letter of reference from the entity’s local office of a reputable bank or
                brokerage firm that is incorporated, or has its principal place of
                business located, in the U.S. or other FATF Country certifying that
                the
                prospective investor maintains an account at such bank/brokerage
                firm for
                a length of time and containing a statement affirming the prospective
                investor’s integrity.

            


    

    


    
      	 	
              _____

            	
              If
                the prospective investor is a privately-held entity, a certified
                list of
                the names of every person or entity who is directly or indirectly
                the
                beneficial owner of 25% or more of any voting or non-voting class
                of
                equity interests of the Subscriber, including (i) country of citizenship
                (for individuals) or principal place of business (for entities) and,
                (ii)
                for individuals, such individual’s principal employer and
                position.

            


      	 	 	 


      	 	_____ 	
              If
                the prospective investor is a trust, a certified list of (i) the
                names of
                the current beneficiaries of the trust that have, directly or indirectly,
                25% or more of any interest in the trust, (ii) the name of the settler
                of
                the trust, (iii) the name(s) of the trustee(s) of the trust, and
                (iv) the
                country of citizenship (for individuals) or principal place of business
                (for entities).

            


    

     

    ARTICLE
      X. ADDITIONAL
      INFORMATION

     

    


     

    A
      TRUST
      MUST ATTACH A COPY OF ITS DECLARATION OF TRUST OR OTHER GOVERNING INSTRUMENT,
      AS
      AMENDED, AS WELL AS ALL OTHER DOCUMENTS THAT AUTHORIZE THE TRUST TO INVEST
      IN
      THE SECURITIES. ALL RESOLUTIONS AND DOCUMENTATION MUST BE COMPLETE AND CORRECT
      AS OF THE DATE HEREOF.

     

    
      
         

      

      
        34

        
          

        

      

      
         

      

    

    


    EXECUTION
      PAGE

    


    PURCHASE
      PRICE/
      PRINCIPAL AMOUNT OF NOTES
      = $_____________ (US Dollars)

    


    NUMBEROFWARRANTS=__________________

    

      
        	 	 	 	 
	
                Signature

              	 	
                Signature
                  (if purchasing jointly)

              	 
	 	 	 	 
	 	 	 	 
	
                Name
                  Typed or Printed

              	 	
                Name
                  Typed or Printed

              	 
	 	 	 	 
	 	 	 	 
	
                Entity
                  Name

              	 	
                Entity
                  Name

              	 
	 	 	 	 
	 	 	 	 
	
                Address

              	 	
                Address

              	 
	 	 	 	 
	 	 	 	 
	
                City,
                  State and Zip Code

              	 	
                City,
                  State and Zip Code

              	 
	 	 	 	 
	 	 	 	 
	
                Telephone-Business

              	 	
                Telephone-Business

              	 
	 	 	 	 
	 	 	 	 
	
                Telephone-Residence

              	 	
                Telephone-Residence

              	 
	 	 	 	 
	 	 	 	 
	
                Facsimile-Business

              	 	
                Facsimile-Business

              	 
	 	 	 	 
	 	 	 	 
	
                Facsimile-Residence

              	 	
                Facsimile-Residence

              	 
	 	 	 	 
	 	 	 	 
	
                Tax
                  ID # or Social Security # 

              	 	
                Tax
                  ID # or Social Security # 

              	 
	 	 	 	 
	 	 	 	 
	
                Email
                  Address

              	 	
              	 


      

    

     

    Name
      in which the Securities should be issued: _________________________

     

    Dated: 
      ________________, 2008

    


    This
      Confidential Subscriber Questionnaire is executed as of ___________________,
      2008.

     

     

    By:
      _______________________________________

    Name:
       

    Title:

    


    
      
         

      

      
        35