f8k011108ex4a_eastern.htm


    
      SUBSCRIPTION
        AGREEMENT

       

      Name
        of Subscriber:

       

      Meade
        Technologies, Inc.

      455
        Broadway, 4th Floor

      New
        York,
        New York 10012

       

      Ladies
        and Gentlemen:

       

      1. Subscription.
        I (sometimes
        referred to herein as the “Investor”) hereby subscribe for and agree to purchase
        [  ] Unit(s) (as defined below) of Meade Technologies, Inc, a Delaware
        corporation (the “Company”), on the terms and conditions described herein and in
        the Private Placement Memorandum of the Company and the Exhibits thereto
        (collectively, the “Offering Documents”), each dated ________, 2007, together
        with all supplements, if any, relating to this offering. Terms not defined
        herein are as defined in the Offering Documents. The purchase price per Unit
        is
        $1,000,000.  The Maximum Offering is $30,000,000, or 30
        Units.  There is no Minimum Offering.  The Company reserves
        the right to accept fractional Units.

       

      THE
        AGGREGATE AMOUNT
        SUBSCRIBED FOR HEREBY IS $[  ]

       

      2. Description
        of Units.Each Unit consists
        of 500,000 shares of common stock of the Company.

       

      3. Purchase;
        Registration Rights.

       

      (a) I
        hereby
        tender to the Company cash or a check or wire transfer (information to be
        provided to me on my request) made payable to the order of Meade Technologies,
        Inc. in the amount indicated above, an executed copy of this Subscription
        Agreement and an executed copy of my Investor Questionnaire. The wire
        information is:

       

      Send
        to:
        Regions Bank, 8th
        Floor,
        2800 Ponce de Leon Blvd, Coral Gables, FL, 33134.

       

      ABA#:
        067008414

       

      SWIFT:
        UPNBUS44MIA

       

      For
        further credit to: Global Bank of Commerce, Ltd, Account#
        0902214071

       

      SWIFT
        GBCLAGAG

       

      For
        final
        credit to: Meade Technologies Inc, Account # 100-004-29.

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

       

       

      (b) This
        offering will continue until the
        earlier of (a) the sale of 30 Units or (b) ___________, 2007, unless extended
        without notice by the Company to no later than ___________, 2007 (the
“Termination Date”).  Upon the earlier of a closing for my
        subscription or completion of the offering, I will be notified promptly by
        the
        Company as to whether my subscription has been accepted by the
        Company.

       

      (c) REGISTRATION
        RIGHTS.

       

      i. The
        Company hereby grants to the holders of the Units (collectively, the “Holders”),
        based on upon the Registration Rights Agreement set forth in Schedule A annexed
        hereto, a one time demand registration right and “piggy-back” registration
        rights to register the shares of common stock included in the Units (the
“Unit
        Shares”).  The Company upon notice by the Holders will as promptly as
        practicable and in no event later than eight (8) weeks of such notice, prepare
        and file with the Securities and Exchange Commission (“SEC”) a registration
        statement under the Securities Act of 1933, as amended (the “Act”) covering the
        resale of the Unit Shares and use its best efforts to cause such registration
        statement to become effective as soon as practicable thereafter.

       

      4. Acceptance
        or Rejection of
        Subscription.

       

      (a) I
        understand and agree that the Company reserves the right to reject this
        subscription for the Units, in whole or in part, for any reason and at any
        time
        prior to the Closing, notwithstanding prior receipt by me of notice of
        acceptance of my subscription.

       

      (b) In
        the event of the rejection of this
        subscription, my subscription payment will be promptly returned to me without
        interest or
        deduction and this Subscription Agreement shall have no force or effect.
        In the
        event my subscription is accepted and the offering is completed, the funds
        specified above shall be released to the Company.

       

      5. Closing.
        The closing ("Closing") of this
        offering may occur any time and from time to time by the Company prior to
        the
        Termination Date.  There is no Minimum Offering.  The Units
        subscribed for herein shall not be deemed issued to or owned by me until
        one
        copy of this Subscription Agreement has been executed by me and countersigned
        by
        the Company and the Closing with respect to such Units has
        occurred.

       

      6. Disclosure.
        Because this offering is limited to
        accredited investors as defined in Section 2(15) of
        the Securities Act of 1933, as
        amended (the “Securities Act”), and Rule 501 promulgated thereunder, in reliance
        upon the exemption contained in Section 4(2) of the Securities Act and
        applicable state securities laws, the Units are being sold without registration
        under the Securities Act. I acknowledge receipt of the Offering Documents
        and
        all related documents and represent that I have carefully reviewed and
        understand the Offering Documents and its exhibits. I have received all
        information and materials regarding the Company that I have requested.


       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

         

         

        I
          fully understand that the Company has
          a limited financial and operating history and that the Units are speculative
          investments, which involve a high degree of risk of the loss of my entire
          investment. I fully understand the nature of the risks involved in purchasing
          the Units and I am qualified by my knowledge and experience to evaluate
          investments of this type. I have carefully considered the potential risks
          relating to the Company and purchase of its Units and have, in particular,
          reviewed each of the risks set forth in the Offering Documents. Both my
          advisors
          and I have had the opportunity to ask questions of and receive answers
          from
          representatives of the Company or persons acting on its behalf concerning
          the
          Company and the terms and conditions of a proposed investment in the Company
          and
          my advisors and I have also had the opportunity to obtain additional information
          necessary to verify the accuracy of information furnished about the Company.
          Accordingly, I have independently evaluated the risks of purchasing the
          Units.

      

       

      7. Investor
        Representations and Warranties. I acknowledge, represent
        and warrant
        to, and agree with, the Company as follows:

       

      (a) I
        am
        aware that my investment involves a high degree of risk as disclosed in the
        Offering Documents and have read carefully the Offering Documents.

       

      (b) I
acknowledge
        and am aware that there is no assurance
        as to the future performance of the Company.

       

      (c) I
        acknowledge that there may be certain
        adverse tax consequences to me in connection with my purchase of Units, and
        the
        Company has advised me to seek the advice of experts in such areas prior
        to
        making this investment.

       

      (d) I
        am purchasing the Units for my own
        account for
        investment purposes and not with a view to or for sale in connection with
        the
        distribution of the Units or the shares of common stock, nor with any present
        intention of selling or otherwise disposing of all or any part of the foregoing
        securities. I agree that I must bear the entire economic risk of my investment
        for an indefinite period of time because, among other reasons, the Units
        have
        not been registered under the Securities Act or under the securities laws
        of any
        state and, therefore, cannot be resold, pledged, assigned or otherwise disposed
        of unless they are subsequently registered under the Securities Act and under
        applicable securities laws of certain states or an exemption from such
        registration is available. Furthermore, I hereby acknowledge and agree that
        I
        will not sell, transfer, pledge, encumber, give or otherwise dispose of,
        either
        publicly or privately, the Units or the shares of common stock. I hereby
        authorize the Company to place a legend denoting the restrictions on the
        Units
        that may be issued to me, as well as the shares of common
        stock.

       

      (e) Except
        as described in my Investor
        Questionnaire, I am not a member of the National Association of Securities
        Dealers, Inc. (“NASD”); I am not and have not, for a period of 12 months prior
        to the date of this Subscription Agreement, been affiliated or associated
        with
        any company, firm, or other entity which is a member of the NASD; and I do
        not
        own any stock or other interest in any member of the NASD (other than interests acquired
        in open market
        purchases).

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      (f) I
        recognize that the Units, as an
        investment, involve a high degree of risk including, but not limited to,
        the
        risk of economic losses from operations of the Company and the total
loss of my investment.
        I
        believe that the investment in the Units is suitable for me based upon my
        investment objectives and financial needs, and I have adequate means for
        providing for my current financial needs and contingencies and have no need
        for
        liquidity with respect to my investment in the Company.

       

      (g) I
        have been given access to full and
        complete information regarding the Company and have utilized such access
        to my
        satisfaction for the purpose of obtaining information in addition to, or
        verifying information included in, the Offering Documents and
related documents, and
        I have
        either met with or been given reasonable opportunity to meet with officers of the
        Company for
        the purpose of asking questions of, and receiving answers from, such officers
        concerning the terms and conditions of the offering of the Units and the
        business and operations of the Company and to obtain any additional information,
        to the extent reasonably available.

       

      (h) I
        have such knowledge and experience in
        financial and business matters as to be capable of evaluating the merits
        and
        risks of an investment in the Units and have obtained, in my judgment,
        sufficient information from the Company to evaluate the merits and risks
        of an
        investment in the Company. I have not utilized any person as my purchaser
        representative as defined in Regulation D under the Securities Act in connection
        with evaluating such merits and risks.

       

      (i) I
        have relied solely upon my own
        investigation in making a decision to invest in the Company.

       

      (j) I
        have received no representation or
        warranty from the Company or any of its officers, directors, employees or
        agents
        in respect of my investment in the Company and I have received no information (written
        or otherwise)
        from them relating to the Company or its business other than as set forth
        in the
        Offering Documents. I am not participating in the offer as a result of or
        subsequent to: (i) any advertisement, article, notice or other communication
        published in any newspaper, magazine or similar media or broadcast over
        television or radio or (ii) any seminar or meeting whose attendees have been
        invited by any general solicitation or general advertising.

       

      (k) I
        have had full opportunity to ask
        questions and to receive satisfactory answers concerning the offering and other
        matters
        pertaining to my investment and all such questions have been answered to
        my full
        satisfaction.

       

      (l) I
        have been provided an opportunity to
        obtain any additional information concerning the offering and the Company and
        all other
        information to the extent the Company possesses such information or can acquire
        it without unreasonable effort or expense.

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

       

      (m) I
        am an "accredited investor" as defined
        in Section 2(15) of the Securities Act and in Rule 501 promulgated thereunder.
        I
        can bear the entire economic risk of the investment in the Units for an
        indefinite period of time and I am knowledgeable about and experienced in
        investments in the equity securities of non-publicly traded companies,
including early stage
        companies. I am acquiring the Units for my own account for investment purposes
        only and not with a view to the resale or distribution of such securities
        within
        the meaning of the Securities Act of 1933, as amended. I am not acting as
        an
        underwriter or a conduit for sale to the public or to others of unregistered
        securities, directly or indirectly, on behalf of the Company or any person
        with
        respect to such securities.

       

      (n) I
        understand that (1) the Units and the
        underlying securities have not been registered under the Securities Act,
        or the
        securities laws of certain states in reliance on specific exemptions from
        registration, (2) no securities administrator of any state or the federal
        government has recommended or endorsed this offering or made any finding
        or
        determination relating to the fairness of an investment in the Company and
        (3)
        the Company is relying on my representations and agreements for the purpose
        of
        determining whether this transaction meets the requirements of the exemptions
        afforded by the Securities Act and certain state securities
        laws.

       

      (o) I
        understand that (1) since neither the
        offer nor sale of the Units has been registered under the Securities Act
        or the securities laws
        of
        any state, the Units may not be sold, assigned, pledged or otherwise disposed
        of
        unless they are so registered or an exemption from such registration is
        available, and (2) it is not anticipated that there will be any market for
        the
        resale of the Units.

       

      (p) I
        have been urged to seek independent
        advice from my professional advisors relating to the suitability
        of an investment in
        the Company in view of my overall financial needs and with respect to the
        legal
        and tax implications of such investment.

       

      (q) If
        the Investor is a corporation,
        company, trust, employee benefit plan, individual retirement account, Keogh Plan,
        or other
        tax-exempt entity, it is authorized and qualified to become an Investor in
        the
        Company and the person signing this Subscription Agreement on behalf of such
        entity has been duly authorized by such entity to do so.

       

      (r) The
        information contained in my Investor
        Questionnaire, as well as any information which I have furnished to the Company
        with respect to my financial position and business experience, is correct
        and complete as
        of the date of this Subscription Agreement and, if there should be any material
        change in such information prior to the Closing of the offering, I will furnish
        such revised or corrected information to the Company. I hereby acknowledge
        and
        am aware that except for any rescission rights that may be provided under
        applicable laws, I am not entitled to cancel, terminate or revoke this
        subscription, and any agreements made in connection herewith shall survive
        my
        death or disability.

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      8. Indemnification.
        I hereby agree to indemnify and hold
        harmless the Company and its officers, directors, stockholders, employees,
        agents, and counsel against any and all losses, claims, demands, liabilities,
        and expenses (including reasonable legal or other expenses, including reasonable
        attorneys’ fees) incurred by each such person in connection with defending or
        investigating any such claims or liabilities, whether or not resulting in
        any
        liability to such person, to which any such indemnified party may become
        subject
        under the Securities Act, under any other statute, at common law or otherwise,
        insofar as such losses, claims, demands, liabilities and expenses (a) arise
        out
        of or are based upon any untrue statement or alleged untrue statement of
        a
        material fact made by me and contained in this Subscription Agreement or
        my
        Investor Questionnaire, or (b) arise out of or are based upon any breach
        by me
        of any representation, warranty, or agreement made by me contained herein
        or
        therein.

       

      9. Severability.
        In the event any parts of this
        Subscription Agreement are found to be void, the remaining provisions of
        this
        Subscription Agreement shall nevertheless be binding with the same effect
        as
        though the void parts were deleted.

       

      10. Choice
        of Law and Jurisdiction.
        This Subscription Agreement shall be governed by the laws of the State of
        Floridaas
        applied to contracts entered into and
        to be performed entirely within the State of Florida.
        Any action arising out of this
        Subscription Agreement shall be brought exclusively in a court of competent
        jurisdiction in Broward
        County, Florida,
        and the parties hereby irrevocably
        waive any objections they may have to venue in Broward County,
Florida.

       

      11. Counterparts.This
        Subscription Agreement may be
        executed in one or more counterparts, each of which shall be deemed an original
        but all of which together shall constitute one and the same instrument. The
        execution of this Subscription Agreement may be by actual or facsimile
        signature.

       

      12. Benefit.
        This Subscription Agreement shall be
        binding upon and inure to the benefit of the parties hereto.

       

      13. Notices
        and Addresses. All notices,
        offers, acceptance and any other acts under this Subscription Agreement (except
        payment) shall be in writing, and shall be sufficiently given if delivered
        to
        the addresses in person, by Federal Express or similar courier delivery or
        by
        facsimile delivery, as follows:

       

      
        	
                Investor:

              	
                At
                  the address designated on the
                  signature page of this Subscription Agreement.

              
	 	 
	
                The
                  Company:

              	
                Meade
                  Technologies,
                  Inc.

                455
                  Broadway, 4th Floor

                New
                  York, New York 10012

              


      

       

      or
        to such other address as any of them,
        by notice to the others may designate from time to time. The transmission
        confirmation receipt from the sender's facsimile machine shall be conclusive
        evidence of successful facsimile delivery. Time shall be counted to, or from,
        as
        the case may be, the delivery in person or by mailing.

       

      14. Entire
        Agreement. This
        Subscription Agreement constitutes the entire agreement between the parties
        with
        respect to the subject matter hereof and supersedes all prior oral and written
        agreements between the parties hereto with respect to the subject matter
        hereof.
        This Subscription Agreement may not be changed, waived, discharged, or
        terminated orally but, rather, only by a statement in writing signed by the
        party or parties against which enforcement or the change, waiver, discharge
        or
        termination is sought.

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      15. Section
        Headings. Section headings
        herein have been inserted for reference only and shall not be deemed to limit
        or
        otherwise affect, in any matter, or be deemed to interpret in whole or in
        part,
        any of the terms or provisions of this Subscription
        Agreement.

       

      16. Survival
        of Representations, Warranties and Agreements. The representations,
        warranties and
        agreements contained herein shall survive the delivery of, and the payment for,
        the Units.

       

      17. Acceptance
        of Subscription. The
        Company may accept this Subscription Agreement at any time for all or any
        portion of the Units subscribed for by executing a copy hereof as provided
        and
        notifying me within a reasonable time thereafter.

       

      RESIDENTS
        OF
        ALL STATES:
THE
        UNITS OFFERED HEREBY HAVE NOT BEEN
        REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
        LAWS
        OF ANY STATE OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE
        ON
        EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS.
        THE
        UNITS ARE SUBJECT TO REGISTRATIONS ON TRANSFERABILITY AND RESALE AND MAY
        NOT BE
        TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT
        TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY
        WILL
        BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE
        PERIOD OF TIME. THE UNITS HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
        SECURITIES AND EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR OTHER
        REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON
        OR
        ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING
        DOCUMENTS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

      


      RESIDENTS
        OF
        FLORIDA:  EACH
        FLORIDA RESIDENT WHO SUBSCRIBES FOR THE PURCHASE OF SECURITIES HEREIN HAS
        THE
        RIGHT, PURSUANT TO SECTION 517.061(11)(A)(5) OF THE FLORIDA SECURITIES ACT,
        TO
        WITHDRAW HIS SUBSCRIPTION FOR THE PURCHASE AND RECEIVE A FULL REFUND OF ALL
        MONIES PAID WITHIN THREE BUSINESS DAYS AFTER THE EXECUTION OF THE SUBSCRIPTION
        AGREEMENT OR PAYMENT FOR THE PURCHASE HAS BEEN MADE, WHICHEVER IS
        LATER.  

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

       

       

      WITHDRAWAL
        WILL BE WITHOUT ANY FURTHER
        LIABILITY TO ANY PERSON.  TO ACCOMPLISH THIS WITHDRAWAL, A SUBSCRIBER
        NEED ONLY SEND A LETTER OR TELEGRAM TO THE COMPANY AT THE ADDRESS SET FORTH
        IN
        THIS CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM INDICATING HIS INTENTION TO
        WITHDRAW.

       

      SUCH
        LETTER OR TELEGRAM SHOULD BE SET
        AND POSTMARKED PRIOR TO THE END OF THE AFOREMENTIONED THIRD BUSINESS
        DAY.  IT IS ADVISABLE TO SEND SUCH LETTER BY CERTIFIED MAIL, RETURN
        RECEIPT REQUESTED, TO ENSURE THAT IT IS RECEIVED AND ALSO TO EVIDENCE THE
        TIME
        IT WAS MAILED.  IF THE REQUEST IS MADE ORALLY, IN PERSON OR BY
        TELEPHONE TO AN OFFICER OF THE COMPANY, A WRITTEN CONFIRMATION THAT THE REQUEST
        HAS BEEN RECEIVED SHOULD BE REQUESTED.

       

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

       

       
         

          
            	
                    Manner
                      in Which Title is to be
                      Held. (check one)

                    
                    

                  
	
                    ___
                      Individual
                      Ownership

                  	 
	
                    ___
                      Community
                      Property

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

                  
	
                    ___
                      Partnership

                  	 
	
                    ___
                      Tenants in
                      common

                  	 
	
                    X     Corporation

                  	 
	
                    ___
                      Trust

                  	 
	
                    ___
                      IRA or
                      Keough

                  	 
	
                    ___
                      Other (please
                      indicate)

                  	 
	 	
                    Dated:______________________

                  
	 	 
	
                    INDIVIDUAL
                      INVESTORS

                  	
                    ENTITY
                      INVESTORS

                  
	
                    ____________________________ 

                  	
                    Name
                      of entity, if
                      any

                  
	
                    ____________________________

                  	 
	
                    Signature(Individual)

                  	
                    By:

                  
	 	
                    *Signature

                  
	____________________________	
                    Its:  ________________________

                  
	
                    Signature
                      (Joint)

                  	
                    Title:  _______________________

                  
	
                    (all
                      record holders must
                      sign)

                  	 
	 	 
	____________________________	____________________________
	
                    Name(s)
                      Typed or
                      Printed

                  	
                    Name
                      Typed or
                      Printed

                  
	 	 
	____________________________	____________________________
	____________________________	____________________________
	____________________________	____________________________
	
                    Address
                      to Which
                      Correspondence

                  	
                    Address
                      to Which
                      Correspondence

                  
	
                    Should
                      be
                      Directed

                  	
                    Should
                      be
                      Directed

                  
	 	 
	____________________________	____________________________
	
                    City,
                      State and Zip
                      Code

                  	
                    City,
                      State and Zip
                      Code

                  
	 	 
	____________________________	____________________________
	
                    Tax
                      Identification
                      or

                  	
                    Tax
                      Identification
                      or

                  
	
                    Social
                      Security
                      Number

                  	
                    Social
                      Security
                      Number

                  


          

        

      

       

      
        	
                 

              	
                *

              	
                If
                  Units are being subscribed for
                  by any entity, the Certificate of Signatory on the next page must
                  also be
                  completed

              


      

      


      The
        foregoing subscription is accepted
        and the Company hereby agrees to be bound by its terms.

       

       

      
        
          	 	
                  Meade
                    Technologies,
                    INC.

                
	 	 
	
                  Dated:

                	
                  By:_____________________

                
	 	
                  Name:

                
	 	
                  Its:

                


        

      

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

       

       

       

      CERTIFICATE
        OF
        SIGNATORY

       

      (To
        be completed if Units are being
        subscribed for by an entity)

       

      
        
          	
                  I,

                	 	
                  the
                    Director

                
	 	
                  (name
                    of
                    signatory)

                	
                  (title)

                
	 	 	 
	
                  of

                	 	
                   (“Entity”),            a
                    Corporation

                
	 	
                  (name
                    of
                    entity)

                	
                  (type
                    of
                    entity)

                
	 	 	 


        

      

       

      hereby
        certify that I am empowered and
        duly authorized by the Entity to execute the Subscription Agreement and to
        purchase the Units, and certify further that the Subscription Agreement has
        been
        duly and validly executed on behalf of the Entity and constitutes a legal
        and
        binding obligation of the Entity.

      


      IN
        WITNESS WHEREOF, I have set my hand
        this ______ day of _____________ 2007.

      


      


      __________________________________

      (Signature)

      


       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      
 

      ACCREDITED
        INVESTOR
        QUESTIONNAIRE

      


      Purpose
        of this
        Questionnaire

      


      The
        Units (the “Units”), consisting of
        500,000 shares of common stock of Meade Technologies, Inc., a Delaware
        corporation (the “Company”), are being offered under the Securities Act of 1933,
        as amended (the “1933 Act”), or the securities laws of any state, in reliance on
        the exemptions contained in Sections 4(2) and 4(6) and Regulation D Rule
        506 of
        the 1933 Act and on similar exemptions under applicable state laws. Under
        Sections 4(2) and 4(6) and Regulation D Rule 506 and/or certain state laws,
        the
        Company may be required to determine that an individual, or an individual
        together with a “purchaser representative” or each individual equity owner of an
        investing entity meets certain suitability requirements before selling the
        Units
        to such individual or entity. THE COMPANY MAY, AT ITS ELECTION, NOT SELL
        UNITS
        TO A SUBSCRIBER WHO HAS NOT COMPLETELY FILLED OUT THIS QUESTIONNAIRE. This
        Questionnaire does not constitute an offer to sell or a solicitation of an
        offer
        to buy the Units or any other security.

       

      Instructions

       

      One
        (1) copy of this Questionnaire
        should be completed, signed, dated, and delivered to Meade Technologies,
        Inc.,
455 Broadway, 4th Floor, New York, New York 10012.

       

      Please
        Answer All
        Questions

       

      If
        the appropriate answer is “None” or
“Not Applicable,” so state. Please print or type your answers to all questions.
        Attach additional sheets if necessary to complete your answers to any
        item.

       

      Your
        answers will be kept strictly
        confidential at all times; however, the Company may present this Questionnaire
        to such parties as it deems appropriate, including its counsel, in order
        to
        assure itself that the offer and sale of the Units will not result in a
        violation of the registration provisions of the 1933 Act or a violation of
        the
        securities laws of any state.

       

      (1)           
        Please provide the following
        personal information:

       

      Name:  _________________________________________________________                        Age:
        ________________________

      


      Residence
        Address

      (including
        zip code):
        _______________________________________________

      


      Telephone
        Numbers:

      


      Residence:  ______________________________________________________                       Business:
        ____________________

       

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      
 

      (2)           
        Please describe your present
        or
        most recent business or occupation and indicate such information as the nature
        of your employment, the principal business of your employer, the principal
        activities under your management or supervision, and the scope (e.g., dollar
        volume, industry rank, etc.) of such activities.

      


      


      


      
        	
                (3)  

              	
                Please
                  provide the following
                  information concerning your financial
                  experience.

              


      

      


      3.1           
        Indicate by check mark which
        of
        the following categories best describes the extent of your prior experience
        in
        the areas of investment listed below:

      


      
        	 	
                Substantial

                Experience

              	
                Limited

                Experience

              	
                No

                Experience

              
	
                Marketable
                  Securities

              	 	 	 
	
                Private
                  Placements

              	 	 	 
	
                Limited
                  Partnerships

              	 	 	 
	
                Initial
                  Public
                  Offerings

              	 	 	 


      

      


      3.2           
        Indicate by check mark whether
        or
        not you maintain any of the following types of accounts over which you, rather
        than a third party, exercise investment discretion, and the length of time
        you
        have maintained each type of account.

      


      Securities
        (cash)                                           
Yes
        _________                                           No _______

      


      Number
        of
        years                                           
____________

      


      Securities
        (margin)                                           
Yes
        _______                                           
No _______

      


      Number
        of
        years                                           
____________

      


      (4)           
        I am an accredited investor
        (as
        defined in Rule 501(a) of Reg. D) because (check each appropriate
        description):

       

      
        	
                 

              	
                _____

              	
                I
                  am a natural person whose
                  individual net worth, or joint net worth with my spouse, exceeds
                  $1,000,000.

              


      

      


      
        	
                 

              	
                _____

              	
                I
                  am a natural person who had
                  individual income exceeding $200,000 in each of the two most recent
                  years
                  or joint income with my spouse exceeding $300,000 in each of those
                  years
                  and I have a reasonable expectation of reaching the same income
                  level in
                  the current year.

              


      

      


      
        	
                 

              	
                _____

              	
                I
                  am a broker-dealer registered
                  pursuant to Section 15 of the Securities Exchange Act of
                  1934.

              


      

       

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

       

      
 

      
        	
                 

              	
                _____

              	
                I
                  am an organization described in
                  Section 501(c)(3) of the Internal Revenue Code, not formed for
                  the
                  specific purpose of acquiring the Units, with total assets exceeding
                  $5,000,000.

              


      

      


      
        	
                 

              	
                _____

              	
                I
                  am a corporation, Massachusettsor
                  similar business trust or
                  partnership, not formed for the specific purpose of acquiring the
                  Units,
                  with total assets exceeding
                  $5,000,000.

              


      

      


      
        	
                 

              	
                _____

              	
                I
                  am a trust, not formed for the
                  specific purpose of acquiring the Units, with total assets exceeding
                  $5,000,000 and whose purchase is directed by a "sophisticated person,"
                  as
                  defined in Rule 506(b)(2)(ii) of Reg.
                  D.

              


      

      


      
        	
                 

              	
                (For
                  the purposes of this
                  questionnaire, a "sophisticated person" means any person who has
                  such
                  knowledge and experience in financial and business matters that
                  he or she
                  is capable of evaluating the merits and risks of
                  the  prospective
                  investment.)

              


      

      


      
        	
                 

              	
                _____

              	
                I
                  am an employee benefit plan
                  within the meaning of the Employee Retirement Income Security Act
                  of 1974
                  and (i) investment decisions for such plan are made by a plan fiduciary,
                  as defined in Section 3(21) of such Act, which is a bank, savings
                  and loan
                  association, insurance company or registered investment advisor
                  or (ii)
                  such plan has total assets exceeding $5,000,000 or (iii) if a self
                  directed plan, investment decisions are made solely by accredited
                  investors.

              


      

      


      
        	
                 

              	
                _____

              	
                I
                  am an entity in which all of the
                  equity owners are accredited
                  investors.

              


      

      


      
        	
                 

              	
                _____

              	
                I
                  am an accredited investor for
                  the following reasons:

              


      

      


      (5)           
        Check, if
        appropriate:

       

      
        	
                 

              	
                _____

              	
                I
                  hereby represent and warrant
                  that I have such knowledge and experience in financial and business
                  matters that I am capable of evaluating the merits and risks of
                  any
                  prospective investment in the
                  Company.

              


      

      


      (6)           
        If you did not check the box
        to
        Question 5, please answer the following additional
        questions:

       

      6.1           
        Please describe any pre-existing
        personal or business relationship that you have with the Company or any of
        its
        officers and directors.

       

      


      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      


      


      6.2           
        Please describe any business
        or
        financial experience that you have had that would allow the Company to
        reasonably conclude that you are capable of protecting your interests in
        connection with your prospective investment in the Company. If none, so
        state.

       

      6.3           
        If your answer to Question
        6.2
        above was "None," in order to evaluate the merits and risks of the investment,
        will you be relying upon the advice of any other person(s) who will be acting
        as
        your purchaser representative(s)?

      


      Yes
        _____                                                      
No _____

      


      If
        "yes," please identify each such
        person and indicate his business address and telephone number in the space
        below
        (each such person must complete, and you must review and acknowledge, a separate
        purchaser representative questionnaire which will be supplied at your request
        and which must be returned to the Company prior to the sale of any Units
        to
        you).

       

      (7)           
        By signing this Questionnaire,
        I
        hereby confirm the following statements:

       

      I
        am aware that the offering of the
        Units will involve securities for which no market currently exists, thereby
        requiring any investment to be maintained for an indefinite period of time,
        and
        I have no need to liquidate the investment.

       

      I
        acknowledge that any delivery to me of
        any documentation relating to the Units prior to the determination by the
        Company of my suitability as an investor shall not constitute an offer of
        the
        Units until such determination of suitability shall be made, and I agree
        that I
        shall promptly return all such documentation to the Company upon
        request.

       

      Neither
        I nor any of my associates or
        affiliates: (i) are a member or a person associated with a member firm of
        the
        NASD, (ii) own any stock or other securities of any NASD member, or (iii)
        made
        subordinated loans to any NASD member.

       

      My
        answers to the foregoing questions
        are true and complete to the best of my information and belief, and I will
        promptly notify the Company of any changes in the information I have
        provided.

       

      I
        also understand and agree that,
        although the Company will use its best efforts to keep the information provided
        in answers to this Questionnaire strictly confidential, the Company may present
        this Questionnaire and the information provided in answers to it to such
        parties
        as it may deem advisable if called upon to establish the availability under
        any
        federal or state securities laws of an exemption from registration of the
        private placement or if the contents thereof are relevant to any issue in
        any
        action, suit, or proceeding to which the Company is a party or by which it
        or
        they are or may be bound.

       

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

       

      I
        realize that this Questionnaire does
        not constitute an offer by the Company to sell the Units but is merely a
        request
        for information.

       

      


      


      _____________________________________

      Printed
        Name

      


      _____________________________________

      Signature

      


      _____________________________________

      Social
        Security Number or Employee
        Identification Number

      


      Date
        and Place
        Executed:

      


      Date:    _______________________________                                                           Place:______________________________

       

       

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      
 

      


      SCHEDULE
        “A”

      REGISTRATION
        RIGHTS AGREEMENT

      


      THIS
        REGISTRATION RIGHTS AGREEMENT
(the “Agreement”)
        is made as of ____________, 2007 by and among Meade Technologies Inc, a Delaware
        corporation (the “Company”), and the Persons
        who
        have executed the counterpart signature pages of this Agreement as an Investor.
        (the “Investor”).

      


      WITNESSETH:

       

      WHEREAS,
        pursuant to the terms of a
        securities purchase agreement, dated as of event date herewith, between the
        Company and the Investor (the “Subscription Agreement”), the
        Investor has

      


      (a)                    
        purchased ___ unit(s) of Meade Technologies, Inc, with each unit consisting of 500,000
        shares
        of common stock of the Company (“Units”).;
        and

      


      


      WHEREAS,
        the Company has agreed with
        the Investor to grant certain registration rights with respect to the
        Units;

      


      NOW
        THEREFORE, in consideration of the
        foregoing, the parties agree as follows:

      


      1. Definitions.  As
        used in this Agreement, the following terms shall have the following
        meanings:

      


      2. 

      “Commission”
or
“SEC”
shall
        mean the Securities
        and Exchange Commission, or any other federal agency at the time administering
        the Securities Act.

      


      “Common
        Stock” shall mean the
        common stock, $0.0001 par value per share of the Company.

      


      “Exchange
        Act” shall mean the
        Securities Exchange Act of 1934, as amended, or any similar federal statute
        and
        the rules and regulations thereunder, all as the same shall be in effect
        at the
        time.

      


      “Holder”
shall
        mean the
        Investor and any other holder of outstanding Registrable Securities or anyone
        who holds outstanding Registrable Securities to whom the registration rights
        conferred by this Agreement have been transferred in compliance with this
        Agreement.

      


      “Initiating
        Holders” shall mean
        any Holder or Holders of at least fifty-one percent (51%) of the Registrable
        Securities then outstanding.

       

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      
 

      “Inactive
        Public
        Company”  shall mean any corporation: (i) whose shares of
        common stock have been registered under the Exchange Act; (ii) that is current
        in its periodic filings under the Exchange Act; (iii) that is trading on
        the
        NASD over-the-counter Bulletin Board or other United States securities exchange;
        and (iv) that is, or (immediately prior to the closing of any Reverse Merger)
        will be, engaged in no active trade or business and have no or limited
        liabilities and obligations.

      


      “Register,”
“registered”
and
“registration”
shall
        refer to a
        registration effected by preparing and filing a registration statement in
        compliance with the Securities Act, and the declaration or ordering of the
        effectiveness of such registration statement, and compliance with applicable
        state securities laws of such states in which Holders notify the Company
        of
        their intention to offer Registrable Securities.

      


      “Registrable
        Securities” shall
        mean all of the following to the extent the same have not been sold to the
        public (i) any and all of the Warrant Shares; (ii) any and all of the Conversion
        Shares, (iii) any capital stock issued in respect of Warrant Shares or
        Conversion Shares referred to in (i) or (ii) above in any reorganization;
        or
        (iv) any capital stock issued in respect of the Warrant Shares, Conversion
        Shares or Common Stock referred to in (i), (ii) or (iii) as a result of a
        stock
        split, stock dividend, recapitalization or combination. Notwithstanding the
        foregoing, Registrable Securities shall not include otherwise Registrable
        Securities (i) sold by a person in a transaction in which his rights under
        this
        Agreement are not properly assigned; or (ii) (A) sold to or through a broker
        or
        dealer or underwriter in a public distribution or a public securities
        transaction, or (B) sold in a transaction exempt from the registration and
        prospectus delivery requirements of the Securities Act under Section 4(1)
        thereof so that all transfer restrictions, and restrictive legends with respect
        thereto, if any, are removed upon the consummation of such sale or (C) the
        registration rights associated with such securities have been terminated
        pursuant to Section 12 of this Agreement.  Notwithstanding the
        foregoing, the Registrable Securities shall cease to be Registrable Securities
        if and to the extent that the Holder is able to dispose of all
        of
        such Holder’s Registrable Securities (i) in one three-month period pursuant to
        the provisions of Rule 144, or (ii) otherwise pursuant to the provisions
        of Rule
        144(k).

      


      “Reverse
        Merger”   shall mean any transaction involving any of the
        following: (i) the merger of the Company with and into any Inactive Public
        Company, (ii) the merger of the Company with a subsidiary of such Inactive
        Public Company (with the Company as the surviving corporation of such merger),
        or (iii) the exchange of shares of Common Stock of the Company for shares
        of
        common stock of the Inactive Public Company.

      


      “Rule
        144” shall mean Rule 144,
        as amended from time to time, under the Securities Act or any successor or
        similar rule as may be enacted by the Commission from time to time, but shall
        not include Rule 144A.

       

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      
 

      “Rule
        144A” shall mean Rule
        144A under the Securities Act or any successor or similar rule as may be
        enacted
        by the Commission from time to time, but shall not include Rule
        144.

      


      “Securities
        Act” shall mean the
        Securities Act of 1933, as amended, or any similar federal statute and the
        rules
        and regulations thereunder, all as the same shall be in effect at the
        time.

      


      3. Restrictions
        on Transferability.  The Registrable Securities shall not be
        sold, assigned, transferred or pledged except upon the conditions specified
        in
        this Agreement, which conditions are intended to ensure compliance with the
        provisions of the Securities Act. Each Holder will cause any proposed purchaser,
        assignee, transferee, or pledgee of the Registrable Securities held by a
        Holder
        to agree to take and hold such securities subject to the provisions and upon
        the
        conditions specified in this Agreement.

      


      4. Restrictive
        Legend.  Each certificate representing Registrable Securities
        shall (unless otherwise permitted by the provisions of Section 4 below) be
        stamped or otherwise imprinted with a legend as provided in Warrant (in addition
        to any legend required under applicable state securities laws or
        otherwise).  Each Holder consents to the Company making a notation on
        its records and giving instructions to any transfer agent of the Registrable
        Securities in order to implement the restrictions on transfer established
        in
        this Agreement.

      


      5. Notice
        of
        Proposed Transfer.  The Holder of each certificate representing
        Registrable Securities, by acceptance thereof, agrees to comply in all respects
        with the provisions of this Section 5.  Each such Holder agrees not to
        make any disposition of all or any portion of any Registrable Securities
        unless
        and until:

      


      a. There
        is
        in effect a registration statement under the Securities Act covering such
        proposed disposition and such disposition is made in accordance with such
        registration statement; or

      


      b. Such
        Holder shall have notified the Company of the proposed disposition and shall
        have furnished the Company with a detailed statement of the circumstances
        surrounding the proposed disposition, and if reasonably requested by the
        Company, such Holder shall furnish the Company with an opinion of counsel,
        reasonably satisfactory to the Company that such disposition shall not require
        registration of such shares under the Securities Act.  It is agreed,
        however, that no such opinion will be required for Rule 144 or Rule 144A
        transactions, except as required by the Company’s transfer agent or in unusual
        circumstances.

      


      c. Notwithstanding
        the provisions of paragraphs (a) and (b) above, no such registration statement
        or opinion of counsel shall be necessary for a transfer by a Holder which
        is a
        partnership to a partner of such partnership or a retired partner of such
        partnership who retires after the date hereof, or to the estate of any such
        partner or retired partner or the transfer by gift, will, or intestate
        succession of any partner to his spouse or siblings, lineal descendants or
        ancestors of such partner or spouse, provided, however,
        that such transferee
        agrees in writing to be subject to all of the terms hereof to the same extent
        as
        if he were an original Holder hereunder.

       

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      
 

      6. Demand
        Registration.

      


      a. The
        Company hereby grants to the holders of the Units (collectively, the “Holders”)
        a one time demand registration right to register the shares of common stock
        included in the Units (the “Unit Shares”). The Company upon notice by the
        Holders shall as promptly as practicable and in no event later than eight
        (8)
        weeks of such notice use its best efforts to obtain effectiveness of the
        Registration Statement with respect to all Registrable Securities as soon
        thereafter as is practicable, and shall respond to all oral and written comments
        from the staff of the SEC.

      


      b. The
        parties shall endeavor to take all actions to obtain effectiveness of such
        Demand Registration Statement or, if and to the extent such rule becomes
        available, utilize the re-sale exemptions provided under Rule 144 in order
        to
        provide liquidity for these shares.

      


      c.           
        In the event that, in lieu of an underwritten registered initial public
        offering, the Company consummates as Reverse Merger, the Company will undertake
        to (i) structure the financing required as a condition of such Reverse Merger
        to
        be directly with the Company (as opposed to the Inactive Public Company,
        and
        (ii) cause the Inactive Public Company to file a Form S-4 registration statement
        under Rule 145 to register under the Securities Act of 1933, as amended,
        all of
        the outstanding shares of Company Common Stock (including shares issued upon
        conversion or exercise of Registrable Securities) pursuant to a prospectus/proxy
        statement included in such Form S-4 registration statement, and use its best
        efforts to have such registration statement declared effective by the SEC.
        In
        lieu of such Form S-4 registration statement, the Company shall comply with
        the
        provisions of Section 5a. of this Agreement.

       

      6.           
        Piggyback
        Registration.

      


      a. If
        at any
        time or from time to time, the Company shall determine to register any of
        its
        securities, for its own account or the account of any of its shareholders,
        other
        than (A) a registration relating solely to employee benefit plans, or a
        registration relating solely to an SEC Rule 145 transaction, or (B) a
        registration on any form (excluding Form S-1, F-1, F-3 or S-3, or their
        successor forms) which does not include substantially the same information
        as
        would be required to be included in a registration statement covering the
        sale
        of Registrable Securities, the Company will:

       

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      
 

      i. give
        to
        each Holder written notice thereof as soon as practicable prior to filing
        the
        registration statement; and

      


      ii. use
        its
        best efforts include in such registration and in any underwriting involved
        therein, all the Registrable Securities specified in a written request or
        requests, made within fifteen (15) days after receipt of such written notice
        from the Company, by any Holder or Holders, except as set forth in subsection
        (b) below.

      


      b. If
        the
        registration is for a registered public offering involving an underwriting
        (whether or not an initial public offering), the Company shall so advise
        the
        Holders as a part of the written notice given pursuant to Section
        6(a)(i).  In such event, the right of any Holder to registration
        pursuant to Section 6 shall be conditioned upon such Holder’s participation in
        such underwriting and the inclusion of such Holder’s Registrable Securities in
        the underwriting to the extent provided herein. All Holders proposing to
        distribute their securities through such underwriting shall (together with
        the
        Company and the other holders distributing their securities through such
        underwriting) enter into an underwriting agreement in customary form with
        the
        underwriter or underwriters selected for such underwriting by the Company.
        Each
        Holder acknowledges, that the managing underwriter(s):

      


      (i)           
        may require that each Holder including Registrable Securities in such registered
        underwritten public offering agree to “lock up” such Registrable Securities and
        refrain from effecting any sale of distribution of such Registrable Securities
        for a period of one hundred and eighty (180) days following the effective
        date
        of the registration statement in respect of such underwritten public offering
        by
        the Company; or

      


      (ii)           
        may determine that marketing factors require: (A) either a limitation on
        the
        number of shares to be underwritten, in which event, the managing underwriter(s)
        may limit the number of Registrable Securities to be included in the
        registration and underwriting; or (B) that all
of
        the
        Registrable Securities must be excluded entirely from such underwritten public
        offering registration for the Company (provided that no shares held by officers
        and directors of the Company, other than Registrable Securities that may
        be
        owned by officers and directors, shall be included in the registration and
        underwriting). Notwithstanding
        the foregoing, the Company shall not agree with any underwriter with respect
        to
        any “lock ups,” “cut-backs” or exclusions of the Registrable Securities from any
        registration statement contemplated by this Section 5 without, in each instance,
        the prior written consent of the Investor or any other Holder of the Registrable
        Securities.

      


      


      c.           
        The Company shall so advise all Holders and the other Holders distributing
        their
        securities through such underwriting pursuant to piggyback registration rights
        similar to this Section 6, and the number of shares of Registrable Securities
        and other securities that may be included in the registration and underwriting
        shall be allocated among all Holders and other holders in proportion, as
        nearly
        as practicable, to the respective amounts of Registrable Securities held
        by such
        Holders and other securities held by other holders at the time of filing
        the
        registration statement. 

       

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

       

      If
        any
        Holder disapproves of the terms of any such underwriting, he may elect to
        withdraw therefrom by written notice to the Company and the managing
        underwriter. If, by the withdrawal of such Registrable Securities, a greater
        number of Registrable Securities held by other Holders may be included in
        such
        registration (up to the limit imposed by the underwriters), the Company shall
        offer to all Holders who have included Registrable Securities in the
        registration the right to include additional Registrable Securities. Any
        Registrable Securities excluded or withdrawn from such underwriting shall
        be
        withdrawn from such registration.

      


      7.           
        Expenses
        of Registration.  In addition to the fees and expenses
        contemplated by Section 8 hereof, all expenses incurred in connection with
        all
        registrations pursuant to Section 5 or Section 6 hereof, including without
        limitation all registration, filing and qualification fees, printing expenses,
        and all fees and disbursements of counsel for the Company and any reasonable
        fees for legal counsel to the Investor and all other Holders of Registrable
        Securities (provided that any fees for counsel shall be approved by the Company
        in writing in advance if greater then $5,000), and expenses of any special
        audits of the Company’s financial statements incidental to or required by such
        registration, shall be borne by the Company, except that the Company shall
        not
        be required to pay underwriters’ fees, discounts or commissions relating to
        Registrable Securities or fees of a separate legal counsel of a Holder other
        than the counsel described above.

      


      8.           
        Registration
        Procedures.  In the case of each registration affected by the
        Company pursuant to this Agreement, the Company will keep each Holder
        participating therein advised in writing as to the initiation of each
        registration and as to the completion thereof. In addition, at its expense
        the
        Company will:

      


      a.           
        keep such registration pursuant to Section 5 continuously effective until
        all of
        the securities covered by such registration statement have been sold pursuant
        to
        such registration statement or all of the Registrable Securities covered
        by such
        registration statement may be sold without registration under Rule 144 of
        the
        Securities Act;

      


      b.           
        promptly prepare and file with the Commission such amendments and supplements
        to
        such registration statement and the prospectus used in connection therewith
        as
        may be necessary to comply with the provisions of the Securities Act, and
        to
        keep such registration statement effective for that period of time specified
        in
        Section 8(a) above;

      


      c.           
        furnish such number of prospectuses and other documents incident thereto
        as a
        Holder from time to time may reasonably request;

      


      d.           
        use reasonable best efforts to obtain the withdrawal of any order suspending
        the
        effectiveness of a registration statement, or the lifting of any suspension
        of
        the qualification of any of the Registrable Securities for sale in any
        jurisdiction, at the earliest possible moment;

       

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      
 

      e.           
        register or qualify such Registrable Securities for offer and sale under
        the
        securities or blue sky laws of such jurisdictions as any Holder or underwriter
        reasonably requires, and keep such registration or qualification effective
        during the period set forth in Section 8(a) above;

      


      f.           
        cause all Registrable Securities covered by such registrations to be listed
        or
        quoted on each securities exchange, including the American Stock Exchange,
        on
        which similar securities issued by the Company are then listed or
        quoted,

      


      g.           
        enter into such customary agreements (including underwriting agreements in
        customary form) and take all such other actions as the holders of a majority
        of
        the Registrable Securities being sold or the underwriters, if any, reasonably,
        request in order to expedite or facilitate the disposition of such Registrable
        Securities (including, without limitation, effecting a stock split or a
        combination of shares);

      


      h.           
        make available for inspection upon reasonable request by any seller of
        Registrable Securities and any attorney, accountant or other agent retained
        by
        any such seller or underwriter, all financial and other records, pertinent
        corporate documents and properties of the Company, and cause the Company’s
        officers, directors, employees and independent accountants to supply all
        information reasonably requested by any such seller, underwriter, attorney,
        accountant or agent in connection with such registration statement;

      


      i.           
        notify each Holder, at any time a prospectus covered by such registration
        statement is required to be delivered under the Securities Act, of the happening
        of any event of which it has knowledge as a result of which the prospectus
        included in such registration statement, as then in effect, includes an untrue
        statement of a material fact or omits to state a material fact required to
        be
        stated therein or necessary to make the statements therein not misleading
        in the
        light of the circumstances then existing;

      


      j.           
        take such other actions as shall be reasonably requested by any
        Holder.

      


      9.           
        Indemnification.

      


      a.           
        In the event of a registration of any of the Registrable Securities under
        the
        Securities Act pursuant to Section 5 or Section 6 of this Agreement, the
        Company
        will indemnify and hold harmless each Holder of such Registrable Securities
        thereunder and each other person, if any, who controls such Holder within
        the
        meaning of the Securities Act, against any losses, claims, damages or
        liabilities, joint or several, to which such Holder, underwriter or controlling
        person may become subject under the Securities Act or otherwise, insofar
        as such
        losses, claims, damages

       

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

       

      or
        liabilities (or actions in respect thereof) arise out of or are based upon
        any
        untrue statement or alleged untrue statement of any material fact contained
        in
        any registration statement under which such Registrable Securities were
        registered under the Securities Act, any preliminary prospectus or final
        prospectus contained therein, or any amendment or supplement thereof, or
        arise
        out of or are based upon the omission or alleged omission to state therein
        a
        material fact required to be stated therein or necessary to make the statements
        therein not misleading, or any violation by the Company of any rule or
        regulation promulgated under the Securities Act or any state securities law
        applicable to the Company and relating to action or inaction required of
        the
        Company in connection with any such registration, and will reimburse each
        such
        Holder, each of its officers, directors and partners, and each person
        controlling such Holder, each such underwriter and each person who controls
        any
        such underwriter, for any reasonable legal and any other expenses incurred
        in
        connection with investigating, defending or settling any such claim, loss,
        damage, liability or action, provided that the Company will not be liable
        in any
        such case to the extent that any such claim, loss, damage or liability arises
        out of or is based on any untrue statement or omission based upon written
        information furnished to the Company by an instrument duly executed by such
        Holder or underwriter specifically for use therein.

      


      b.           
        Each Holder will, if Registrable Securities held by or issuable to such Holder
        are included in the securities as to which such registration is being effected,
        indemnify and hold harmless the Company, each of its directors and officers,
        each underwriter, if any, of the Company’s securities covered by such a
        registration statement, each person who controls the Company and each
        underwriter within the meaning of the Securities Act, and each other such
        Holder, each of its officers, directors and partners and each person controlling
        such Holder, against all claims, losses, expenses, damages and liabilities
        (or
        actions in respect thereof) arising out of or based on any untrue statement
        (or
        alleged untrue statement) of a material fact contained in any such registration
        statement, prospectus, offering circular or other document, or any omission
        (or
        alleged omission) to state therein a material fact required to be stated
        therein
        or necessary to make the statements therein not misleading, and will reimburse
        the Company, such Holders, such directors, officers, partners, persons or
        underwriters for any reasonable legal or any other expenses incurred in
        connection with investigating, defending or settling any such claim, loss,
        damage, liability or action, in each case to the extent, but only to the
        extent,
        that such untrue statement (or alleged untrue statement) or omission (or
        alleged
        omission) is made in such registration statement, prospectus, offering circular
        or other document in reliance upon and in conformity with written information
        furnished to the Company by an instrument duly executed by such Holder
        specifically for use therein; provided, however,
        the total amount for
        which any Holder, its officers, directors and partners, and any person
        controlling such Holder, shall be liable under this Section 9(b) shall not
        in
        any event exceed the aggregate proceeds received by such Holder from the
        sale of
        Registrable Securities sold by such Holder in such registration.

       

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      
 

      c. Each
        party entitled to indemnification under this Section 9 (the “Indemnified Party”) shall give
        notice to the party required to provide indemnification (the “Indemnifying Party”) promptly
        after such Indemnified Party has actual knowledge of any claims as to which
        indemnity may be sought, and shall permit the Indemnifying Party to assume
        the
        defense of any such claim or any litigation resulting therefrom, provided
        that
        counsel for the Indemnifying Party, who shall conduct the defense of such
        claim
        or litigation, shall be approved by the Indemnified Party (whose approval
        shall
        not be unreasonably withheld), and the Indemnified Party may participate
        in such
        defense at such party’s expense, and provided further that the failure of any
        Indemnified Party to give notice as provided herein shall not relieve the
        Indemnifying Party of its obligations hereunder, unless such failure resulted
        in
        actual detriment to the Indemnifying Party. No Indemnifying Party, in the
        defense of any such claim or litigation, shall, except with the consent of
        each
        Indemnified Party, consent to entry of any judgment or enter into any settlement
        which does not include as an unconditional term thereof the giving by the
        claimant or plaintiff to such Indemnified Party of a release from all liability
        in respect of such claim or litigation.

      


      d. Notwithstanding
        the foregoing, to the extent that the provisions on indemnification contained
        in
        the underwriting agreements entered into among the selling Holders, the Company
        and the underwriters in connection with the underwritten public offering
        are in
        conflict with the foregoing provisions, the provisions in the underwriting
        agreement shall be controlling as to the Registrable Securities included
        in the
        public offering;

      


      e. If
        the
        indemnification provided for in this Section 9 is held by a court of competent
        jurisdiction to be unavailable to an indemnified party with respect to any
        loss,
        liability, claim, damage or expense referred to therein, then the indemnifying
        party, in lieu of indemnifying such indemnified party thereunder, shall
        contribute to the amount paid or payable by such indemnified party as a result
        of such loss, liability, claim, damage or expense in such proportion as is
        appropriate to reflect the relative fault of the indemnifying party on the
        one
        hand and of the indemnified party on the other hand in connection with the
        statements or omissions which resulted in such loss, liability, claim, damage
        or
        expense as well as any other relevant equitable considerations. The relevant
        fault of the indemnifying party and the indemnified party shall be determined
        by
        reference to, among other things, whether the untrue or alleged untrue statement
        of a material fact or the omission to state a material fact relates to
        information supplied by the indemnifying party or by the indemnified party
        and
        the parties’ relative intent, knowledge, access to information and opportunity
        to correct or prevent such statement or omission. Notwithstanding the foregoing,
        the amount any Holder shall be obligated to contribute pursuant to this Section
        8(e) shall be limited to an amount equal to the proceeds to such Holder of
        the
        Restricted Securities sold pursuant to the registration statement which gives
        rise to such obligation to contribute (less the aggregate amount of any damages
        which the Holder has otherwise been required to pay in respect of such loss,
        claim, damage, liability or action or any substantially similar loss, claim,
        damage, liability or action arising from the sale of such Restricted
        Securities).

       

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      
 

      f. The
        indemnification provided by this Section 9 shall be a continuing right to
        indemnification and shall survive the registration and sale of any securities
        by
        any Person entitled to indemnification hereunder and the expiration or
        termination of this Agreement.

      


      10.           
        Information
        by Holder.  The Holder or Holders of Registrable Securities
        included in any registration shall promptly furnish to the Company such
        information regarding such Holder or Holders and the distribution proposed
        by
        such Holder or Holders as the Company may request in writing and as shall
        be
        required in connection with any registration referred to herein.

      


      11.           
        Rule
        144
        Reporting.  With a view to making available to Holders of
        Registrable Securities the benefits of certain rules and regulations of the
        SEC
        which may permit the sale of the Registrable Securities to the public without
        registration, the Company agrees at all times to file with the Commission
        all
        reports and other documents required of the Company under the Securities
        Act and
        the Exchange Act.

      


      12.           
        Transfer
        of Registration Rights.  The rights to cause the Company to
        register Registrable Securities of a Holder and keep information available
        granted to a Holder by the Company under Section 5 or Section 6 of this
        Agreement may be assigned by a Holder to any partner or shareholder of such
        Holder, to any other Holder, or to a transferee or assignee; provided, that
        the
        Company is given written notice by the Holder at the time of or within a
        reasonable time after said transfer, stating the name and address of said
        transferee or assignee and identifying the securities with respect to which
        such
        registration rights are being assigned.

      


      13.           
        Termination
        of Rights.  The rights of any particular Holder to cause the
        Company to register securities under Section 5 or Section 6 of this Agreement
        shall terminate with respect to such Holder at such time that such Holder
        is
        able to dispose of all of such Holder’s Registrable Securities (i) in one
        three-month period pursuant to the provisions of Rule 144, provided that
        such
        Holder holds not more than one percent (1%) of the outstanding voting stock
        of
        the Company, or (ii) otherwise pursuant to the provisions of Rule
        144(k).

      


      14.           
        Remedies
        upon Default or Delay.  Without limitation of any other remedy
        available to a Holder under applicable law or otherwise, if the Company shall
        (1) fail to register Registrable Securities after it shall have been requested
        to do so by a Holder or otherwise required to do so in accordance with Section
        5
        or Section 6 of this Agreement, or (2) fail to perform any of its obligations
        hereunder and as a result of such failure Holders have not been able to sell
        their Registrable Securities, or (3) act or fail to act in any manner such
        that
        one or more Holders have been delayed in the sale of their Registrable
        Securities, which delay is not expressly permitted by this Agreement, then
        any
        Holder adversely affected by such action, failure or delay shall be entitled
        to
        the relief set forth in Section 5 or Section 6 above.

       

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      
 

      15.           
        Miscellaneous.

      


      a.           
        Amendments.
        This Agreement may be amended only by a writing signed by the Holders of
        more
        than fifty percent (50%) of the Registrable Securities, as constituted from
        time
        to time. The Holders hereby consent to future amendments to this Agreement
        that
        permit future investors, other than employees, officers or directors of the
        Company, to be made parties hereto and to become Holders of Registrable
        Securities; provided,
however,
        that no such
        future amendment may materially impair the rights of the Holders hereunder
        without obtaining the requisite consent of the Holders, as set forth above.
        For
        purposes of this Section, Registrable Securities held by the Company or
        beneficially owned by any officer or employee of the Company shall be
        disregarded and deemed not to be outstanding.

      


      b.           
        Counterparts.
        This Agreement may be executed in any number of counterparts, all of which
        shall
        constitute a single instrument.

      


      c.           
        Notices, Etc.
        All notices and other communications required or permitted hereunder shall
        be in
        writing and may be sent initially by facsimile transmission and shall be
        mailed
        by registered or certified mail, postage prepaid, or otherwise delivered
        by hand
        or by messenger, addressed to the addresses set forth in the Settlement
        Agreement.  Each such notice or other communication shall for all
        purposes of this Agreement be treated as effective or having been given when
        delivered if delivered personally, or, if sent by first class, postage prepaid
        mail, at the earlier of its receipt or seventy-two (72) hours after the same
        has
        been deposited in a regularly maintained receptacle for the deposit of the
        United States mail, addressed and mailed as aforesaid.

      


      d.           
        Severability.
        If any provision of this Agreement shall be held to be illegal, invalid or
        unenforceable, such illegality, invalidity or unenforceability shall attach
        only
        to such provision and shall not in any manner affect or render illegal, invalid
        or unenforceable any other provision of this Agreement, and this Agreement
        shall
        be carried out as if any such illegal, invalid or unenforceable provision
        were
        not contained herein.

      


      e.           
        Governing Law.
        This Agreement shall be governed by and construed under the laws of the State
        of
        Delaware without regard to principles of conflict of law.

      


      balance
        of this page intentionally left blank - signature page follows

       

       

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

       

       

       

      IN
        WITNESS WHEREOF, the parties hereto have caused this Registration Rights
        Agreement to be duly executed on the day and year first above
        written.

       

      THE
        COMPANY:

      


      ____________________________________.

      


      


      By:

      


      


      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      


       

      SIGNATURE
        PAGE TO REGISTRATION RIGHTS AGREEMENT

       

       

       

      THE
        INVESTOR:

       

      __________________________________

      


      


      By:
        _______________________________

      Name:

      Title:

       

       

       

       

       

       

      13