f8k011108ex4b_eastern.htm


    THE
      UNITS SUBSCRIBED FOR BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND TRANSFER
      OF THE INTERESTS IS RESTRICTED AS A RESULT THEREOF, AND ALSO BY THE TERMS OF
      THIS AGREEMENT

     

    SUBSCRIPTION
      AGREEMENT

     

     

    Name
      of
      Subscriber EQUITIES MEDIA ACQUISTION CORP INC.

     

    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 10 Unit(s) (as
      defined below) of Meade Technologies, Inc, a Delaware corporation (the
“Company”), on the terms and conditions described herein and in the term sheet
      dated November 12, 2007 (“Term Sheet”) and draft Private Placement Memorandum
      prepared for the Private Placement described below (collectively, the “Offering
      Documents”), 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
      Offering is $10,000,000, or 10 Units.

     

    By
      execution of this Subscription Agreement the Investor accepts the terms of
      the
      Term Sheet and acknowledges the terms and conditions thereof.

     

    THE
      AGGREGATE AMOUNT SUBSCRIBED FOR HEREBY IS $10,000,000.

     

    2. Description
      of Units.  Each Unit consists of (i) 250,000 shares of Series A
      Preferred Stock (“Preferred Stock”) and (ii) 500,000 shares of common stock
      ("Common Stock") of the Company.  The Preferred Stock and Common Stock
      are herein called the Bridge Securities.  Following the completion of
      the sale of Bridge Securities pursuant to this Subscription Agreement, the
      Company intends to conduct a private placement (the “Private Placement”) of its
      common stock in the approximate amount of $30,000,000; although the Company
      can
      not provide any assurances that the Private Placement will be
      completed.  The proceeds of the Offering will be placed in a
      segregated, non-interest bearing escrow account described below, until
      subscriptions are received and accepted by the Company for the Offering, at
      which time the Closing (as defined below) will occur.  The offering
      will continue until all 10 Units have been sold or the Company determines to
      close the offering, but in any event the offering will close no later than
      the
      Termination Date, (as defined below).  If subscriptions for the
      Offering are not received and accepted by the Company on or prior to the
      Termination Date, the offering will not close and all investors’ funds will be
      returned without interest or deduction.

     

    3. Purchase.

     

    (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 Meade Technologies, Inc. in the
      amount indicated above, an executed copy of this Subscription Agreement and
      an
      executed copy of my Investor Questionnaire.

     

     

    
      
        EQUITIES
          MEDIA ACQUISTION CORP INC.

        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

     

    (b) This
      offering will continue until the earlier of (a) the sale of 10 Units or (b)
      November 30, 2007 (the “Termination Date”).  Payments delivered
      herewith will be held in an escrow account subject to the terms and conditions
      herein.  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.

     

    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
      before the Termination Date.  If subscriptions for all 10 Units are
      not received and accepted by the Company on or prior to the Termination Date,
      the Offering will not close and all investors’ funds will be returned without
      interest or deduction.  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 Act, and Rule 501 promulgated thereunder, in reliance upon the exemption
      contained in Section 4(2) of the Act and applicable state securities laws,
      the
      Units are being sold without registration under the 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.  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:

     

     

    
      
        EQUITIES
          MEDIA ACQUISTION CORP INC.

        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

     

    (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 and I
      understand that by signing this Subscription Agreement I am agreeing to be
      bound
      by all of the terms and conditions of the Term Sheet and Preferred Stock which
      are included in the Offering Documents, and my signature on this Subscription
      Agreement is deemed to be a signature on the Term Sheet.

     

    (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, the
      Preferred Stock, or the 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, the Preferred
      Stock, or the 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 Preferred Stock and 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).

     

    (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.

     

     

    
      
        EQUITIES
          MEDIA ACQUISTION CORP INC.

        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

     

    (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.

     

    (m) I
      am an
“accredited investor” as defined in Section 2(15) of the Securities Act and in
      Rule 501 promulgated thereunder and have attached the completed Accredited
      Investor Questionnaire to indicate my “accredited investor”
category.  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.

     

     

    
      
        EQUITIES
          MEDIA ACQUISTION CORP INC.

        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    (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.

     

    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 Florida as 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.

     

     

    
      
        EQUITIES
          MEDIA ACQUISTION CORP INC.

        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    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

    fax:
      305-520-0324

     

    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.

     

    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.

     

    18. Inconsistencies.  If
      there are any
      inconsistencies between this Agreement and the Term Sheet, the terms of the
      Term
      Sheet shall govern.

     

    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.

     

     

    
      
        EQUITIES
          MEDIA ACQUISTION CORP INC.

        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

    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.  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 TERM SHEET 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.

     

     

     

    
      
        EQUITIES
          MEDIA ACQUISTION CORP INC.

        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

    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

    —           
      Corporation Trust

    —           
      IRA or Keogh

    
      X           
        Other (please indicate) Company

       

    

    
      
        	
                 

              	Dated:
                November 12,
                2007
	 	 
	 	 
	
                INDIVIDUAL
                  INVESTORS

              	
                ENTITY
                  INVESTORS

              
	                                                                         
                	Name
                of entity, if any
	
                 

              	
                EQUITIES
                  MEDIA ACQUISTION CORP
                  INC

              
	                                                                          	 
	
                Signature
                  (Individual)

              	
                By:  /s/Arne
                  Van Roon

              
	 	             
                *Signature
	                                                                          	Its:    
                Arne
                Van
                Roon
	Signature
                (Joint)	Title: 
                Director
	(all
                record holders must sign)	 
	
                 

              	 
	
                                                                                          

              	
                
                  Arne
                    Van
                    Roon             
                    

                

              
	Name(s)
                Typed or Printed	Name
                Typed or Printed
	 	 
	 	 
	
                
                  Address
                    to Which Correspondence 
                    Should
                      be Directed

                  

                

              	
                
                  Address
                    to Which Correspondence 
                    Should
                      be Directed

                  

                

              
	 	 
	                                                                          	
                World
                  Trade
                  Centre

              
	                                                                          	
                Lugano-Agno

              
	
                
                                                                                            

                

              	
                Switzerland

              
	City,
                State and Zip Code	City,
                State and Zip Code
	 	 
	N/A                                                                     	                                                                         
	Tax
                Identification or 
                
                  Social
                    Security Number

                

              	Tax
                Identification or 
                
                  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 on 5th day
      of November, 2007.

     

    MEADE
      TECHNOLOGIES, INC.

    Dated: 11/5/2007

     

    By: /s/Darren
      Rennick

    Name:
Darren
      Rennick

    Its:
      President

     

     

                                                                                                  

     

     

    
      
        EQUITIES
          MEDIA ACQUISTION CORP INC.

        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
 

    


    CERTIFICATE
      OF SIGNATORY

     

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

    


    I,     
Arne
      Van
      Roon           ,
      the    Director       of 
      Equities
      Media Acquisition Corp
      Inc. (“Entity”), a Company

         
      (name
      of
      signatory)                    (title)                           
      (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 12th day of November,
      2007.

     

     

    /s/Arne
      Van Roon

    


    (Signature)

     

     

     

     

    
      
        EQUITIES
          MEDIA ACQUISTION CORP INC.

        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

     

    ACCREDITED
      INVESTOR QUESTIONNAIRE

     

    Purpose
      of this Questionnaire

     

    The
      Units
      (the “Units”) of Meade Technologies, Inc., a Delaware corporation (the
“Company”), (i) 250,000 shares of Series A Preferred Stock and (ii) 500,000
      shares of common stock of 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.; Attn: Secretary, 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:  Arne
      van
      Roon                                              
Age:                                                               


     

    Residence
      Address

    (including
      zip code):  World
      Trade
      Centre Lugano-Agno Switzerland

     

    Telephone
      Numbers:

     

    Residence:                                                                  Business:                                                                
      

     

    Email
      Address:                                                                    
Cell Phone:                                                                
      

     

    (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.

     

                                                                                                                                                                        
 

     

                                                                                                                                                                        
 

     

     

    
      
        EQUITIES
          MEDIA ACQUISTION CORP INC.

        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

     

     (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

              	
                X

              	 	 
	
                Private
                  Placements

              	
                X

              	 	 
	
                Limited
                  Partnerships

              	 	
                X

              	 
	
                Initial
                  Public Offering

              	 	
                X

              	 


      

    

     

    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    
X                        No
      _____

     

    Number
      of
      years                                                       20   


     

    Securities
      (margin)                                         Yes    
X                        No
      _____

     

    Number
      of
      years                                                       20   

     

    (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. 

     

            —  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,
      Massachusetts or similar business trust or partnership, not formed for the
      specific purpose of acquiring the Units, with total assets exceeding $5,000,000.
      

     

     

     

     

     

    
      
        EQUITIES
          MEDIA ACQUISTION CORP INC.

        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
              —  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.


       

              X 
          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:

     

             X    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.

     

    ______________________________________________________________

     

    ______________________________________________________________

     

    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  ____

     

     

     

    
      
        EQUITIES
          MEDIA ACQUISTION CORP INC.

        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

    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.

     

     

    
      
        EQUITIES
          MEDIA ACQUISTION CORP INC.

        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

     

     

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

     

    


     

    


    
      Arne
        van Roon    

    

    Printed
      Name: 


    
       

      /s/Arne
        van Roon

    

    Signature

    


     N/A                                                


    Social
      Security Number or

    Employee
      Identification Number

     

    Date
      and
      Place Executed:

     

    Date: 
      November 12,
      2007                  Place: 
World
      Trade Centre Lugano-Agno
      Switzerland

     

     

     

    
       

      EQUITIES
        MEDIA ACQUISTION CORP
        INC.

    

     

     

    14