Unassociated Document


    
      	
              Name
                of Offeree:_____________________________

            	
              Subscription
                Documents No. _________

            


    

    


    


    SUBSCRIPTION
      DOCUMENTS

    


    INNOVA
      ROBOTICS & AUTOMATION, INC.

    


    


    INSTRUCTIONS
      FOR COMPLETING DOCUMENTS

     

    


    The
      attached documents will be used to complete your purchase of units (the “Units”)
      of securities (the “Securities”), each unit consisting of one share (1) shares
      of Innova Robotics & Automation, Inc.’s Series C Convertible Preferred
      Stock, par value $.001 per share (the “Shares”) and stock purchase warrants
      equal to the number of shares of common stock converted from the Series C
      Convertible Preferred Stock (the “Warrants”). We are offering an aggregate of
      500,000 Units. It is essential that the documents be completed accurately.
      Please pay particular attention to the following points:

    


    
      	 	
              1.

            	
              Complete
                the following
                documents:

            


    

    


    SUBSCRIPTION
      AGREEMENT:
      You
      must complete and sign the Subscription Agreement on page 8. If you are
      purchasing Units with your spouse, please indicate the form of ownership (e.g.,
      joint tenants with right of survivorship, community property, or
      tenants-in-common) on the signature page and both of you must sign all
      documents.

    


    CONFIDENTIAL
      PURCHASER QUESTIONNAIRE:
      If you
      are a U.S. individual, you must complete and sign the Confidential Purchaser
      Questionnaire for U.S. Individuals, which begins on page 9. If you are a U.S.
      corporation, partnership, trust or other entity, you must compete and sign
      the
      Confidential Purchaser Questionnaire for U.S. Organizations, which begins on
      page 17.

    


    
      	 	
              2.

            	
              Make
                payment in the amount of US $ 1.00 for each Unit you purchase
                by:

            


    

    


    Check,
      from a U.S. bank only, payable to INNOVA ROBOTICS & AUTOMATION, INC. which
      should accompany your subscription documents; or

    


    
      	 	
              3.

            	
              Return
                your subscription documents
                to:

            


    

    


    Innova
      Robotics & Automation, Inc.

    15870
      Pine Ridge Road, Unit 3

    Fort
      Myers, FL 33908

    ATTN:
      Sheri Aws, Secretary



    
      
         

      

      
         

        
          

        

      

      
         

      

    


    SUBSCRIPTION
      AGREEMENT

     

    


    Innova
      Robotics & Automation, Inc.

    15870
      Pine Ridge Road, Unit 3

    Fort
      Myers, FL 33908

    ATTN:
      Sheri Aws, Secretary

    


    Gentlemen:

    


    1. Pursuant
      to the terms of the offer made by Innova Robotics & Automation, Inc. (“INRA”
or the “Company”), the undersigned hereby tenders this subscription and applies
      for the purchase of the number of units (the “Units”) of securities (the
“Securities”), each unit consisting of one (1) share of Innova Robotics &
Automation, Inc.’s Series C Convertible Preferred Stock, par value $.001 per
      share (the “Shares”) and common stock purchase warrants exercisable into the
      number of shares of common stock that the Shares are ultimately converted into
      for a period of five years following the conversion of the Shares, set forth
      on
      the signature page of this agreement at a purchase price of US $1.00 per
      Unit.

     

    The
      Company is offering up to 500,000 Units (the “Offering”) for an aggregate of
      $500,000. The minimum number of Units that must be purchased by each investor
      is
      one (1) Unit. The Company will continue to offer shares until it decides to
      terminate the Offering. There is no minimum amount of the offering and
      subscriptions will be accepted as they are received.

     

    The
      subscriber is sending: (1) an executed copy of this Subscription
      Agreement,
      (2) a
      completed copy of the appropriate Confidential
      Purchaser Questionnaire
      (for
      U.S. Individuals or Organizations only), and (3) either
      a check from a U.S. bank only
      made
      payable to “Innova Robotics & Automation, Inc.” for the full amount of the
      purchase price for the Shares for which the undersigned is subscribing,
      to:

     

    Innova
      Robotics & Automation, Inc.

    15870
      Pine Ridge Road, Unit 3

    Fort
      Myers, FL 33908

    ATTN:
      Sheri Aws, Secretary

    


    2. Representations
      and Warranties.
      In
      order to induce the Company to accept this subscription, the undersigned hereby
      represents and warrants to, and covenants with, the Company as
      follows:

     

    (a) The
      undersigned has received and carefully reviewed such information and
      documentation relating to the Company that the undersigned has requested;


     

    (b) The
      undersigned has had a reasonable opportunity to ask questions of and receive
      answers from the Company concerning the Company and the Offering, and all such
      questions, if any, have been answered to the full satisfaction of the
      undersigned;

     

    (c) The
      undersigned has such knowledge and expertise in financial and business matters
      that the undersigned is capable of evaluating the merits and risks involved
      in
      an investment in the Securities;

     

    (d) The
      undersigned understands that the Company has determined that the exemption
      from
      the registration provisions of the Securities Act of 1933, as amended (the
      “Securities Act”), provided by Regulation S with respect to non-U.S. purchasers
      and Rule 506 of Regulation D with respect to U.S. purchasers is applicable
      to
      the offer and sale of the Securities, based, in part, upon the representations,
      warranties and agreements made by the undersigned herein and in the Confidential
      Purchaser Questionnaire referred to above;

     


    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    (e) Except
      as
      set forth herein, no representations or warranties have been made to the
      undersigned by the Company or any agent, employee or affiliate of the Company
      and in entering into this transaction the undersigned is not relying upon any
      information, other than the results of independent investigation by the
      undersigned;

     

    (f) The
      undersigned has full power and authority to execute and deliver this
      Subscription Agreement and to perform the obligations of the undersigned
      hereunder and this Subscription Agreement is a legally binding obligation of
      the
      undersigned in accordance with its terms;

     

    (g) Regulation
      S (only with respect to purchasers that are non-U.S. Persons).

     

    (i) The
      undersigned understands and acknowledges that (A) the Securities acquired
      pursuant to this Subscription Agreement have not been registered under the
      Securities Act, are being sold in reliance upon an exemption from registration
      afforded by Regulation S; and that such Securities have not been registered
      with
      any state securities commission or authority; (B) pursuant to the requirements
      of Regulation S, the Securities may not be transferred, sold or otherwise
      exchanged unless in compliance with the provisions of Regulation S and/or
      pursuant to registration under the Securities Act, or pursuant to an available
      exemption thereunder; and (C) other than as set forth in this Subscription
      Agreement between the Company and the undersigned, the Company is under no
      obligation to register the Securities under the Securities Act or any state
      securities law, or to take any action to make any exemption from any such
      registration provisions available.

     

    (ii) (A)
      The
      undersigned is not a U.S. person and is not acquiring the Securities for the
      account of any U.S. person; (B) if a corporation, it is not organized or
      incorporated under the laws of the United States; (C) if a corporation, no
      director or executive officer is a national or citizen of the United States;
      and
      (D) it is not otherwise deemed to be a “U.S. Person” within the meaning of
      Regulation S.

     

    (iii) The
      undersigned, if not an individual, was not formed specifically for the purpose
      of acquiring the Securities purchased pursuant to this Subscription
      Agreement.

     

    (iv) The
      undersigned is purchasing the Securities for its own account and risk and not
      for the account or benefit of a U.S. Person as defined in Regulation S and
      no
      other person has any interest in or participation in the Securities or any
      right, option, security interest, pledge or other interest in or to the
      Securities. The undersigned understands, acknowledges and agrees that it must
      bear the economic risk of its investment in the Securities for an indefinite
      period of time and that prior to any such offer or sale, the Company may
      require, as a condition to effecting a transfer of the Securities, an opinion
      of
      counsel, acceptable to the Company, as to the registration or exemption
      therefrom under the Securities Act and any state securities acts, if
      applicable.

     

    (v) The
      undersigned will, after the expiration of the Restricted Period, as set forth
      under Regulation S Rule 903(b)(3)(iii)(A), offer, sell, pledge or otherwise
      transfer the Securities only in accordance with Regulation S, or pursuant to
      an
      available exemption under the Securities Act and, in any case, in accordance
      with applicable state securities laws. The transactions contemplated by this
      Subscription Agreement have neither been pre-arranged with a purchaser who
      is in
      the United States or who is a U.S. Person, nor are they part of a plan or scheme
      to evade the registration provisions of the United States federal securities
      laws.

     


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    (vi) The
      offer
      leading to the sale evidenced hereby was made in an “offshore transaction.” For
      purposes of Regulation S, the undersigned understands that an “offshore
      transaction” as defined under Regulation S is any offer or sale not made to a
      person in the United States and either (A) at the time the buy order is
      originated, the purchaser is outside the United States, or the seller or any
      person acting on his behalf reasonably believes that the purchaser is outside
      the United States; or (B) for purposes of (1) Rule 903 of Regulation S, the
      transaction is executed in, or on or through a physical trading floor of an
      established foreign exchange that is located outside the United States or (2)
      Rule 904 of Regulation S, the transaction is executed in, on or through the
      facilities of a designated offshore securities market, and neither the seller
      nor any person acting on its behalf knows that the transaction has been
      prearranged with a buyer in the United States.

     

    (vii) Neither
      the undersigned nor any affiliate of the undersigned or any person acting on
      its
      behalf, has made or is aware of any “directed selling efforts” in the United
      States, which is defined in Regulation S to be any activity undertaken for
      the
      purpose of, or that could reasonably be expected to have the effect of,
      conditioning the market in the United States for any of the Securities being
      purchased hereby.

     

    (viii) The
      undersigned understands that the Company is the seller of the Securities which
      are the subject of this Subscription Agreement, and that, for purpose of
      Regulation S, a “distributor” is any underwriter, dealer or other person who
      participates, pursuant to a contractual arrangement, in the distribution of
      securities offered or sold in reliance on Regulation S and that an “affiliate”
is any partner, officer, director or any person directly or indirectly
      controlling, controlled by or under common control with any person in question.
      The undersigned agrees that it will not, during the Restricted Period set forth
      under Rule 903(b)(iii)(A), act as a distributor, either directly or though
      any
      affiliate, nor shall it sell, transfer, hypothecate or otherwise convey the
      Securities other than to a non-U.S. Person.

     

    (ix) The
      undersigned acknowledges that the Securities will bear a legend in substantially
      the following form:

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN OFFERED AND SOLD IN AN
      “OFFSHORE TRANSACTION” IN RELIANCE UPON REGULATION S AS PROMULGATED BY THE
      SECURITIES AND EXCHANGE COMMISSION. ACCORDINGLY, THE SECURITIES REPRESENTED
      BY
      THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
      (THE
“SECURITIES ACT”) AND MAY NOT BE TRANSFERRED OTHER THAN IN ACCORDANCE WITH
      REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT
      TO
      AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, THE
      AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.
      THE SECURITIES REPRESENTED BY THIS CERTIFICATE CANNOT BE THE SUBJECT OF HEDGING
      TRANSACTIONS UNLESS SUCH TRANSACTIONS ARE CONDUCTED IN COMPLIANCE WITH THE
      SECURITIES ACT.

     

    (h) Regulation
      D (only with respect to Purchasers that are U.S. Persons).

     

    (i) The
      undersigned understands and acknowledges that (A) none of the Securities have
      been registered under the Securities Act or the securities laws of any state,
      based upon an exemption from such registration requirements for non-public
      offerings pursuant to Rule 506 of Regulation D under the Securities Act; (B)
      the
      Securities are and will be “restricted securities”, as said term is defined in
      Rule 144 of the Rules and Regulations promulgated under the Securities Act;
      (C)
      the Securities may not be sold or otherwise transferred unless they have been
      first registered under the Securities Act and/or all applicable state securities
      laws, or unless exemptions from such registration provisions are available
      with
      respect to said resale or transfer; and (D) other than as set forth in this
      Subscription Agreement between the Company and the undersigned, the Company
      is
      under no obligation to register the Securities under the Securities Act or
      any
      state securities law, or to take any action to make any exemption from any
      such
      registration provisions available.

     


    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    (ii) The
      undersigned will not sell or otherwise transfer any of the Securities, or any
      interest therein, unless and until (A) said Securities shall have first been
      registered under the Securities Act and/or all applicable state securities
      laws;
      or (B) the undersigned shall have first delivered to the Company a written
      opinion of counsel (which counsel and opinion (in form and substance) shall
      be
      reasonably satisfactory to the Company), to the effect that the proposed sale
      or
      transfer is exempt from the registration provisions of the Securities Act and
      all applicable state securities laws.

     

    (iii) The
      undersigned is acquiring the Securities for its own account for investment
      purposes only and not with a view to or for distributing or reselling such
      Securities or any part thereof or interest therein, without prejudice, however,
      to the undersigned’s right, subject to the provisions of this Subscription
      Agreement, at all times to sell or otherwise dispose of all or any part of
      such
      Securities pursuant to an effective registration statement under the Securities
      Act and in compliance with applicable federal and state securities laws or
      under
      an exemption from such registration.

     

    (iv) At
      the
      time the undersigned was offered the Securities, it was, and at the date hereof
      it is, and it will be, an “accredited investor” as defined in Rule 501(a) under
      the Securities Act.

     

    (v) The
      undersigned, either alone or together with its representatives, has such
      knowledge, sophistication and experience in business and financial matters
      so as
      to be capable of evaluating the merits and risks of the prospective investment
      in the Securities, and has so evaluated the merits and risks of such
      investment.

     

    (vi) The
      undersigned is able to bear the economic risk of an investment in the Securities
      and, at the present time, is able to afford a complete loss of such
      investment.

     

    (vii) The
      undersigned understands that no federal or state agency has approved or
      disapproved the Securities, passed upon or endorsed the merits of the Offering
      thereof, or made any finding or determination as to the appropriateness of
      the
      Securities for investment.

     

    (viii) The
      undersigned understands that the certificates representing the Securities will
      bear a legend in substantially the following form:

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED,
      HYPOTHECATED OR OTHERWISE DISPOSED OF IN ABSENCE OF (I) AN EFFECTIVE
      REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER SAID ACT OR (II) AN OPINION
      OF
      COMPANY COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED.

     

    (i) The
      undersigned is not a broker dealer or an affiliate of a broker dealer.


     

    *     *     *

     


    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    JURISDICTIONAL
      NOTICES

     

    FOR
      RESIDENTS OF ALL STATES:

     

    THE
      SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING
      OFFERED AND SOLD IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS
      OF THE ACT AND SUCH LAWS AS PROVIDED BY RULE 506 OF REGULATION D. THE SECURITIES
      ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE
      TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE 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
      SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE
      COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY AUTHORITY,
      NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS
      OF
      THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
      OFFENSE.

     

    THE
      SHARES SUBSCRIBED FOR BY THIS AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933 (THE “ACT”) OR ANY APPLICABLE STATE SECURITIES LAWS AND
      TRANSFER OF ALL SUCH SHARES ARE RESTRICTED BY THE TERMS OF THIS AGREEMENT AND
      IN
      COMPLIANCE WITH RULE 506 OF REGULATION D UNDER THE ACT.

     

    *     *     *

     

    3. The
      undersigned understands that this subscription is not binding upon the Company
      until the Company accepts it, which acceptance is at the sole discretion of
      the
      Company and is to be evidenced by the Company’s execution of this Subscription
      Agreement where indicated. This Subscription Agreement shall be null and void
      if
      the Company does not accept it as aforesaid.

     

    4. The
      undersigned understands that the Company may, in its sole discretion, reject
      this subscription, in whole or in part, and/or reduce this subscription in
      any
      amount and to any extent, whether or not pro rata reductions are made of any
      other investor’s subscription.

     

    5. The
      undersigned agrees to indemnify the Company and hold it harmless from and
      against any and all losses, damages, liabilities, costs and expenses which
      it
      may sustain or incur in connection with the breach by the undersigned of any
      representation, warranty or covenant made by the undersigned.

     

    6. Neither
      this Subscription Agreement nor any of the rights of the undersigned hereunder
      may be transferred or assigned by the undersigned.

     

    7. Except
      as
      provided in paragraphs 3 and 4 above, this Subscription Agreement (i) may only
      be modified by a written instrument executed by the undersigned and the Company;
      (ii) sets forth the entire agreement of the undersigned and the Company with
      respect to the subject matter hereof; (iii) shall be governed by the laws of
      the
      State of New York applicable to contracts made and to be wholly performed
      therein; and (iv) shall inure to the benefit of, and be binding upon the Company
      and the undersigned and their respective heirs, legal representatives,
      successors and permitted assigns.

     


    
      
         

      

      
        6

        
          

        

      

      
         

      

    


    8. Unless
      the context otherwise requires, all personal pronouns used in this Subscription
      Agreement, whether in the masculine, feminine or neuter gender, shall include
      all other genders.

     

    9. The
      undersigned agrees that in addition to any other restriction that may be imposed
      on the sale or transfer of the Securities under the Securities Act, the
      undersigned shall not sell, transfer, pledge or assign the Securities or any
      interest in the Securities for a period of one (1) year from the date the
      Securities are issued to the undersigned. The certificate for the Securities
      will bear a legend referring to this restriction on transfer.

     

    10. All
      notices or other communications hereunder shall be in writing and shall be
      deemed to have been duly given if delivered personally or mailed by certified
      or
      registered mail, return receipt requested, postage prepaid, as follows: if
      to
      the undersigned, to the address set forth in the Confidential Purchaser
      Questionnaire referred to above; and if to the Company, to Innova Robotics
&
Automation, Inc., 15870 Pine Ridge Road, Unit 3, Fort Myers, FL 33908,
      Attention: Secretary, or to such other address as the Company or the undersigned
      shall have designated to the other by like notice.

     

    [
      SIGNATURE
      PAGE FOLLOWS
      ]


    
      
         

      

      
        7

        
          

        

      

      
         

      

    


    SIGNATURE
      PAGE

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Subscription Agreement this
      ______ day of _________________ 2007.

     

    Number
      of
      Units Subscribed for @ $1.00 per Unit: __________________ 

     

    
      	
              Organization
                Signature:

               

              ____________________________________

              Print
                name of Organization

               

              By:_________________________________

                   Name:

                   Title:

               

                 
                o“U.S.
                Person”     o“Non-U.S.
                Person” 

                                 
                (Check
                box that applies)

               

            	 	
              Individual
                Signature:

               

              ____________________________________

              Signature
                

              ____________________________________

              Print
                Name  ­      ̄ (Check
                box that applies)

               

                  
o “U.S.
                Person”     o“Non-U.S.
                Person”

               

              Additional
                Signature of Joint Owner:

               

              ____________________________________

              Signature

              ____________________________________

              Print
                Name ­      ̄ (Check
                box that applies)      

               

                  
o “U.S.
                Person”     o“Non-U.S.
                Person”

            


    

     

    (All
      Subscribers should please print information below exactly

    as
      you wish it to appear in the records of the Company)

    

      
        	____________________________________ 	 	____________________________________ 
	
                Name

              	 	
                Social
                  Security Number of Individual

              
	 	 	
                or
                  other Taxpayer I.D. Number

              
	 	 	 
	
                Address:

              	 	
                Address
                  for notices if different:

              
	 	 	 
	____________________________________ 	 	____________________________________ 
	
                Number
                  and Street

              	 	
                Number
                  and Street

              
	 	 	 
	____________________________________ 	 	____________________________________ 
	
                City                            
                  State                    
                  Zip Code

              	 	
                
                  City                            
                    State                    
                    Zip Code

                

              


      

    

     

    Please
      check the box to indicate form of ownership (if applicable):

    
      	
              tenants-in-common
                o

              (Both
                Parties must sign above)

            	
              joint
                tenants with right of survivorship o

              (Both
                Parties must sign above)

            	
              community
                property o

              (Both
                Parties must sign above) 

            


    

     

    ACCEPTANCE
      OF SUBSCRIPTION

     

    The
      foregoing subscription is hereby accepted by Innova Robotics & Automation,
      Inc. this ____ day of ________________________, 2007, for
      ____________________________________ Securities.

    


    
      	 	
              Innova
                Robotics & Automation, Inc.

            
	 	 
	 	
              By:
                _____________________________

            
	 	
              Its:
                ______________________________

            


    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    


    CONFIDENTIAL
      PURCHASER QUESTIONNAIRE FOR U.S. INDIVIDUALS

     

    (COMPLETE
      ONLY
      IF
      YOU ARE A U.S. INDIVIDUAL)

     

    Purpose
      of this Questionnaire

     

    The
      offer
      and sale of Units of Securities (the “Securities”), consisting of one (1) share
      of Series C Convertible Preferred Stock, par value $.001 per share (the
“Shares”) of Innova Robotics & Automation, Inc. (“INRA” or the “Company”)
      are being offered at a purchase price of US $1.00 per Unit, without registration
      under the Securities Act of 1933, as amended (the “Act”), or the securities laws
      of any state, in reliance on the limited offering exemptions contained in
      Section 4(2) and/or in Rule 506 of Regulation D of the General Rules and
      Regulations under the Act and in reliance on similar exemptions under applicable
      state laws. This offering is being made to an unlimited number of “accredited
      investors” as that term is defined in Rule 501 of Regulation D. The Company must
      determine that each individual is an “accredited investor” as defined in such
      Rule 501 before selling (or, in some states, offering) Securities to such
      individual. This Questionnaire does not constitute an offer to sell or a
      solicitation of an offer to buy Securities or any other security.

     

    THE
      COMPANY WILL NOT OFFER OR SELL SECURITIES TO ANY U.S. INVESTOR WHO HAS NOT
      DULY
      COMPLETED A CONFIDENTIAL PURCHASER QUESTIONNAIRE.

     

    Instructions

     

    One
      (1)
      copy of this Questionnaire should be completed, signed, dated and delivered
      to
      Innova Robotics & Automation, Inc. Please contact Sheri Awes by phone at
      (239) 466-0488 or by e-mail at saws@innovaroboticsautomation.com if you have
      any
      questions with respect to the Questionnaire.

     

    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 in order
      to assure itself that the offer and sale of the Securities will not result
      in a
      violation of the registration provisions of the Act or a violation of the
      securities laws of any state.

     


    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    
      	
              1.

            	
              Name
                and Address.
                Please provide the following personal
                information:

            


    

     

    Name:
      ___________________________________________ Age:
      ________________

     

    Residence
      Address

    (including
      Zip Code):
      ____________________________________________________

     

    Business
      Address

    (including
      Zip Code): ____________________________________________________

     

    Telephone: 
      Residence: ______________________ Business:
      _____________________

     

    Preferred
      Mailing Address:      o   Residence              o   Business


     

     

    
      	
              2.

            	
              Accredited
                investor status.
                Please answer Question 2 by marking the appropriate box
                below.

            


    

     

    
      	 	
              (i)

            	
              Did
                your individual annual income during each
                of
                the last two years exceed $200,000 and do you expect your annual
                income
                during the current year to exceed $200,000, or did your joint annual
                income (together with your spouse) during each
                of
                the last two years exceed $300,000 and do you expect your joint annual
                income during the current year to exceed $300,000? ( 1)

            


    

     

    o      o

    Yes                                
      No

     

    
      	 	
              (ii)

            	
              If
                the answer to the preceding questions was no, does your individual
                or
                joint (together with your spouse) net worth exceed
                $1,000,000?

            


    

    
       

      o      o

      Yes                                
        No

       

    

    
      	 	
              (iii)

            	
              If
                your answer to Questions 2 (i) and 2 (ii) was no, are you an executive
                officer or director the Company?

            


    

    
       

      o      o

      Yes                                
        No

    

     

    
      	
              3.

            	
              Citizenship.
                If you are not a citizen of the United States of America, please
                indicate
                your citizenship:

            


    

     

    
      	 	 


    

     

    
      	
              4.

            	
              Bank
                References (please include name and address of Bank and name of an
                officer):

            


    

    
       

      
        	 	 


      

    

    
      
        
          
            	 	 


          

          
            
              	 	 


            

          

           

          
            

          

        

        
          	
                  (1)

                	
                  For
                    this purpose, a person’s income is the amount of his individual adjusted
                    gross income (as reported on a federal income tax return), increased
                    by
                    the following amounts: (a) any deductions for a portion of long
                    term
                    capital gains (Section 1202 of the Internal Revenue Code, as
                    amended (the
                    “Code”)); (b) any deduction for depletion (Section 611 et seq.
                    of the Code; (c) any exclusion for interest on tax exempt municipal
                    obligations (Section 103 of the Code); and (d) any losses of
                    a partnership
                    allocated to the individual (Schedule E of Form
                    1040).

                


        

      

    


    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    
      	
              5.

            	
              Attorney
                (Name, Firm and Address):

            


    

    
      
         

        
          	 	 


        

      

      
        
          
            
              	 	 


            

            
              
                	 	 


              

            

          

        

      

    

    
      	 	 


    

     

    
      	
              6.

            	
              Accountant
                (Name, Firm and Address):

            


    

    
      
        
           

          
            	 	 


          

        

        
          
            
              
                	 	 


              

              
                
                  	 	 


                

              

            

          

        

      

      
        	 	 


      

    

     

    
      	
              7.

            	
              NASD
                Affiliation
                (Please include the firm name and address of each NASD member firm,
                if
                any, with which you are affiliated or associated, and the nature
                of your
                affiliation or association or, if none, please so
                indicate):

            


    

    
      
        
           

          
            	 	 


          

        

        
          
            
              
                	 	 


              

              
                
                  	 	 


                

              

            

          

        

      

    

     

    
      	
              8.

            	
              Investor
                Suitability Information

            


    

     

    Occupation
      or Profession:
      __________________________________________________________________

     

    Nature
      of
      Business:
      _______________________________________________________________________

     

    Name
      of
      Employer:
      ________________________________________________________________________

     

    Address:
      _______________________________________________________________________________

    (Street)        
      

    _______________________________________________________________________________________

    (City)    (State)    (Zip
      Code)

     

    Office
      Telephone Number: _________________________________

    (Area
      Code)                  
      (Number)                                                                             


     

    Current
      Position or Title:
      ____________________________________________________________________

     

    Period
      Employed:
      _________________________________________________________________________

     

    If
      not employed or self-employed, give name and telephone number of person to
      contact to verify income, and your relationship to such
      person:

     


    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    
      	 	 	 
	 	
              (Name)
                

            	
              (Area
                Code)         (Number)

            


    

     

    
      	 	 	 


    

    (Relationship)

     

    Other
      employment during the past five years (employer, position or title, principal
      responsibilities and years of service):

    
      
         

        
          	 	 


        

      

      
        
          
            
              	 	 


            

            
              
                	 	 


              

            

          

        

      

    

    
      
        
          	 	 


        

      

      
        
          
            
              	 	 


            

            
              
                	 	 


              

            

          

        

      

    

     

    Do
      you
      have sufficient knowledge and experience in financial and business matters
      so as
      to be capable of evaluating the merits and risks associated with investing
      in
      the Company?

    
      
         

        o      o

        Yes                                
          No

         

      

    

    Please-briefly
      describe the basis of your knowledge and experience:

    
      
         

        
          	 	 


        

      

      
        
          
            
              	 	 


            

            
              
                	 	 


              

            

          

        

      

    

    
      
        
          	 	 


        

      

      
        
          
             

          

        

      

    

    
      	
              9.

            	
              Net
                Worth Statement Excluding Home, Furnishings and
                Automobiles

            


    

     

    
      	 	
              ASSETS

            	 	
              LIABILITIES

            	 
	 	
              Liquid:

            	 	
              Current

            	
              $_________

            
	 	
              Cash
                or Equivalent

            	
              $_________

            	
              Long
                Term

            	
              $_________

            
	 	
              Marketable
                Securities

            	
              $_________

            	
              TOTAL
                LIABILITIES:

            	
              $_________

            
	 	
              Other
                Liquid Assets

            	
              $_________
                (1)

            	 	 
	 	
              Non-Liquid:

            	 	 	 
	 	
              Restricted
                Securities

            	
              $_________
                (2)

            	 	 
	 	
              Real
                Estate

            	
              $_________
                (Exclude
                Home) (3)

            	 
	 	
              Other
                Non-Liquid Assets

            	
              $_________
                (4)

            	 	 
	 	
              TOTAL
                ASSETS:

            	
              $_________

            	
              NET
                WORTH:

            	
              $_________

            


    


    
      
         

      

      
        12

        
          

        

      

      
         

      

    


    (1) Identify:

     

    
      	 	 


    

    
      	 	 


    

    
      	 	 


    

    
      	 	 


    

     

    (2) Identify:

     

    
      	 	 


    

    
      	 	 


    

    
      	 	 


    

    
      	 	 


    

     

    (3) Value
      of
      home, furnishing, and autos (less related debt or mortgages):

     

    
      	 	 


    

     

    (4) Identify:

     

    
      	 	 


    

    
      	 	 


    

    
      	 	 


    

    
      	 	 


    

     

    
      
        	
                10.

              	
                2005
                  Individual Gross Income:
                  _____________________________________________

              


      

       

      
        	
                11.

              	
                2005
                  Gross Income Earned by Spouse:
                  _______________________________________

              


      

       

      
        	
                12.

              	
                2006
                  Individual Gross Income:
                  _____________________________________________

              


      

       

      
        	
                13.

              	
                2006
                  Gross Income Earned by Spouse:
                  _______________________________________

              


      

       

      
        	
                14.

              	
                Anticipated
                  2007 Individual Gross Income:
                  ____________________________________

              


      

       

      
        	
                15.

              	
                Anticipated
                  2007 Gross Income Earned by Spouse:
                  ______________________________

              


      

       

    

    
      	
              16.

            	
              Do
                you anticipate that your current level of income will change in the
                foreseeable future and, if so, when and to what level do you expect
                it to
                change?

            


    

    
      
        
           

          
            	 	 


          

        

        
          
            
              
                	 	 


              

              
                
                  	 	 


                

              

            

          

        

      

      
        
           

            
              
                 

              

              
                13

                
                  

                

              

              
                 

              

            

          

           

        

      

    

    
      	
              17.

            	
              Indicate
                the extent of your involvement in the following types of
                investments:

            


    

     

    
      	 	
              Primary

            	
              Year(s)

            	
              Number
                of

            	
              Total
                Dollar

            
	 	
              Investment
                Purpose

            	
              Purchased

            	
              Investments

            	
              Commitment

            
	 	 	 	 	 
	 	
              Equity
                Investments in Banks

            	
              _____________

            	
              ____________

            	
              $____________

            
	 	
              Other
                Stocks

            	
              _____________

            	
              ____________

            	
              $____________

            
	 	
              Corporate
                Bonds or Debentures

            	
              _____________

            	
              ____________

            	
              $____________

            
	 	
              Tax
                Shelter Real Estate

            	
              _____________

            	
              ____________

            	
              $____________

            
	 	
              Other
                Investment Real Estate

            	
              _____________

            	
              ____________

            	
              $____________

            
	 	
              Other
                (Specify)

            	
              _____________

            	
              ____________

            	
              $____________

            


    

     

    How
      many
      of the above were sold in a “private placement”?
      ____________________

     

    
      	
              18.

            	
              Other
                than listed above, describe investments you have made in the past
                (stocks,
                bonds, annuities, etc.):

            


    

    
      
        
           

          
            	 	 


          

        

        
          
            
              
                	 	 


              

              
                
                  	 	 


                

              

            

          

        

      

    

    
      
        
          
            	 	 


          

        

        
          
            
              
                	 	 


              

              
                
                  	 	 


                

              

            

          

        

      

    

     

    
      	
              19.

            	
              Are
                you obligated as an endorser, guarantor, surety, indemnitor or otherwise
                for any significant contingent
                liabilities?

            


    

    
      
         

        o      o

        Yes                                
          No

         

      

    

    If
      yes,
      please indicate type and amount:

    
      
        
           

          
            	 	 


          

        

        
          
            
              
                	 	 


              

              
                
                  	 	 


                

              

            

          

        

      

    


    
      
         

      

      
        14

        
          

        

      

      
         

      

    


     

    
      	
              20.

            	
              Are
                there any suits outstanding or litigation or claims pending against
                you
                which could adversely and materially affect your financial
                condition?

            


    

    
      
         

        o      o

        Yes                                
          No

      

    

    If
      yes,
      provide details:

    
      
        
           

          
            	 	 


          

        

        
          
            
              
                	 	 


              

              
                
                  	 	 


                

              

            

          

        

      

    

     

     

    
      	
              21.

            	
              Do
                you understand the nature of the Investment and the risks
                involved?

            


    

    
      
         

        o      o

        Yes                                
          No

      

    

     

    
      	
              22.

            	
              Do
                you understand that there is no assurance of any financial return
                on this
                Investment and that you run the risk of losing your entire
                Investment?

            


    

    
      
         

        o      o

        Yes                                
          No

      

    

     

    
      	
              23.

            	
              By
                signing this Questionnaire I hereby confirm the following
                statements:

            


    

     

    
      	 	
              (a)

            	
              I
                am aware that the proposed offering of Securities will involve “restricted
                securities,” as said term is defined in Rule 144 of the Rules and
                Regulations promulgated under the Act, and that they, or any interest
                therein may not be sold or otherwise transferred without having first
                been
                registered under all the applicable federal and state securities
                laws, or
                unless an exemption from such registration provisions is available
                with
                respect to any such resale or transfer under all applicable federal
                and
                state securities laws.

            


    

     

    
      	 	
              (b)

            	
              I
                acknowledge that any delivery to me of the accompanying subscription
                documents and all materials included therein (the “Offering Materials”)
                relating to the Securities prior to the determination by the Company
                of my
                suitability as an investor shall not constitute an offer of the Securities
                until such determination of suitability shall be made, and I agree
                that I
                shall promptly return the Offering Materials to the Company upon
                request.

            


    

     

    
      	 	
              (c)

            	
              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.

            


    

     

    


    


    
      	 	_____________________________________
	 	
              (Printed
                Name)

            
	 	 
	 	_____________________________________
	 	
              (Signature)

            
	 	 
	
              Date
                and Place Executed:

            	 
	 	 
	
              Date:
                __________________________________

            	 
	 	 
	
              Place:
                __________________________________

            	 


    

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    


    CONFIDENTIAL
      PURCHASER QUESTIONNAIRE FOR U.S. ORGANIZATIONS

     

    (COMPLETE
      ONLY
      IF
      YOU ARE A U.S. ORGANIZATION)

     

    Purpose
      of this Questionnaire

     

    The
      offer
      and sale of Units of Securities (the “Securities”), consisting of five hundred
      (500) shares of Series C Convertible Preferred Stock, par value $.001 per share
      (the “Shares”) of Innova Robotics & Automation, Inc. (“INRA” or the
“Company”) are being offered at a purchase price of US $ 500 per Unit, without
      registration under the Securities Act of 1933, as amended (the “Act”), or the
      securities laws of any state, in reliance on the limited offering exemptions
      contained in Section 4(2) and/or in Rule 506 of Regulation D of the General
      Rules and Regulations under the Act and in reliance on similar exemptions under
      applicable state laws. This offering is being made to an unlimited number of
      “accredited investors” as that term is defined in Rule 501 of Regulation D. The
      Company must determine that each organization is an “accredited investor” as
      defined in such Rule 501 before selling (or, in some states, offering)
      Securities to such organization. This Questionnaire does not constitute an
      offer
      to sell or a solicitation of an offer to buy Securities or any other
      security.

     

    THE
      COMPANY WILL NOT OFFER OR SELL SECURITIES TO ANY U.S. CORPORATION, U.S. TRUST,
      U.S. PARTNERSHIP OR SIMILAR U.S. ENTITY UNLESS A QUESTIONNAIRE HAS BEEN DULY
      COMPLETED ON BEHALF OF SUCH ENTITY.

    


    Instructions

     

    One
      (1)
      copy of this Questionnaire should be completed, signed, dated and delivered
      to
      Innova Robotics & Automation, Inc. Please contact Steve Fleming, attorney
      for the Company by phone at (212) 930-9700 or by e-mail at sfleming@srff.com
      if
      you have any questions with respect to the Questionnaire.

     

    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 in order
      to assure itself that the offer and sale of the Securities will not result
      in a
      violation of the registration provisions of the Act or a violation of the
      securities laws of any state.

     

    As
      used
      in this Questionnaire, the term “Organization,” unless otherwise indicated,
      refers to any corporation, trust, partnership or other association or similar
      entity which may purchase Securities.


    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    
      	
              1.

            	
              Name
                and address.
                Please print or type the following information about the
                Organization:

            


    

     

    Name
      of
      Organization: ________________________________________________

     

    Address
      of Principal Office: ____________________________________________

    (including
      Zip Code)

    __________________________________________________________

     

    Telephone
      No. (_______)______________________________________________

     

    Type
      of
      Organization (e.g., corporation, trust, limited partnership, general
      partnership)

    
       

      __________________________________________________________

    

     

    Date
      of
      Formation or Incorporation _______________________________________

     

    State
      of
      Formation or Incorporation _______________________________________

     

    
      	
              2.

            	
              Information
                regarding beneficial owners and principals.
                Please provide the names, addresses, positions or titles, ages and
                citizenship of all beneficial owners of equity securities, executive
                officers, trustees or general partners authorized to act with respect
                to
                investments by the Organization
                generally.

            


    

     

    
      	
              Name

            	
              Address

            	
              Position
                or Title

            	
              Age

            	
              Citizenship

            
	
               

               

            	 	 	 	 
	
               

               

            	 	 	 	 
	
               

               

            	 	 	 	 
	
               

               

            	 	 	 	 
	
               

               

            	 	 	 	 


    

    


    
      	3.	
              Business
                description.
                Please describe the business of the
                Organization.

            


    

    
      
        
           

          
            	 	 


          

        

        
          
            
              
                	 	 


              

              
                
                  	 	 


                

              

            

          

        

      

    


    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    
      	
              4.

            	
              Authority.
                Please provide the following information concerning the Organization’s
                authority to subscribe for the purchase of
                Securities.

            


    

     

    4.1. The
      name(s) of the officer(s), trustee(s) or partner(s) of the Organization who
      is
      (are) authorized to subscribe for the purchase of Securities and who will be
      effecting the purchase.

    
      
        
           

          
            	 	 


          

        

        
          
            
              
                	 	 


              

              
                
                  	 	 


                

              

            

          

        

      

    

     

    4.2. Indicate
      by check mark whether permission or authorization from any person other than
      those listed in the answer to Question 4.1 is necessary in order for the
      Organization to effect the purchase of the Securities.

    
      
         

        o      o

        Yes                                
          No

         

      

    

    4.3 If
      the
      answer to Question 4.2 is “yes,” please provide the following additional
      information:

     

    4.3.1. Identify
      all such persons from whom such permission or authorization is
      necessary.

     

    
      
        	 	 


      

      
        
          
            
              	 	 


            

          

        

      

    

    
      	 	 


    

     

    4.3.2. Indicate
      by check mark whether such permission or authorization has been
      obtained.

    
      
         

        o      o

        Yes                                
          No

         

      

    

    4.3.3. Indicate
      when such permission or authorization was obtained. (A copy of such
      authorization must be submitted not later than the date of execution of a
      Subscription Agreement relating to the purchase of Securities. In addition,
      the
      Company may, in its sole discretion, require that an opinion of counsel,
      satisfactory to the Company, be submitted with respect to the authorizations
      referred to in the Question 4.)

     

    
      	 	 


    

     

    4.3.4. If
      the
      answer to Question 4.3.2 is “no,” indicate what steps are being taken to obtain
      such authorization.

     

    
      	 	 


    

    
      	 	 


    

    
      	 	 


    


    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    
      	
              5.

            	
              Accredited
                Investor status.
                Please answer Question 5.1 by marking the appropriate box below.
                

            


    

     

    
      	 	
              5.1

            	
              Please
                answer “Yes” if the organization qualifies as any one of the
                following:

            


    

     

    
      	 	
              (a)

            	
              any
                of the types of entities defined in Rule 501 (a) (1) of Regulation
                D
                pursuant to the rules and regulations of the Securities and Exchange
                Commission, (that is, any bank as defined in section 3(a)(2) of the
                Act,
                or any savings and loan association or other institution as defined
                in
                section 3(a)(5)(A) of the Act whether acting in its individual or
                fiduciary capacity; any broker or dealer registered pursuant to section
                15
                of the Securities Exchange Act of 1934; any insurance company as
                defined
                in section 2(13) of the Act; any investment company registered under
                the
                Investment Company Act of 1940 or a business development company
                as
                defined in section 2(a)(48) of that Act; any Small Business Investment
                Company licensed by the U.S. Small Business Administration under
                section
                301(c) or (d) of the Small Business Investment Act of 1958; any plan
                established and maintained by a state, its political subdivisions,
                or any
                agency or instrumentality of a state or its political subdivisions,
                for
                the benefit of its employees, if such plan has total assets in excess
                of
                $5,000,000; any employee benefit plan within the meaning of the Employee
                Retirement Income Security Act of 1974 if the investment decision
                is made
                by a plan fiduciary, as defined in section 3(21) of such act, which
                is
                either a bank, savings and loan association, insurance company, or
                registered investment adviser, or if the employee benefit plan has
                total
                assets in excess of $5,000,000 or, if a self-directed plan, with
                investment decisions made solely by persons that are accredited
                investors.)

            


    

     

    
      	 	
              (b)

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


            


    

     

    
      	 	
              (c)

            	
              an
                organization described in Section 501(c)(3) of the Internal Revenue
                Code,
                corporation, or similar business trust or partnership, not formed
                for the
                specific purpose of acquiring the securities offered hereby, with
                total
                assets in excess of $5,000,000, or

            


    

     

    
      	 	
              (d)

            	
              any
                trust not formed for the specific purpose of acquiring the Securities,
                has
                total assets in excess of $5,000,000 and whose purchase is directed
                by a
                “sophisticated person,” as that term is defined in Rule 506(b)(2)(ii) of
                Regulation D. (IF
                YOU ANSWER “YES” TO THIS SECTION 5.1(d), PLEASE PROCEED TO QUESTION
                6),
                or

            


    

     

    
      	 	
              (e)

            	
              any
                organization in which all of the equity owners either (1) have an
                individual or joint net worth (together with owners spouse) in excess
                of
                $1,000,000 or (2)(A) expect to have an annual income during this
                year, and
                represent that he/she had an annual income during each of the last
                two
                years in excess of $200,000 and expect to have an annual income during
                the
                current year to be in excess of $200,000 or (B) expect to have a
                joint
                annual income (together with owners spouse) during this year, and
                represent that they had joint annual income during each of the last
                two
                years in excess of $300,000.
                (IF YOU ANSWER “YES” TO THIS SECTION 5.1(e), EACH EQUITY OWNER MUST
                COMPLETE A “CONFIDENTIAL PURCHASER QUESTIONNAIRE FOR U.S.
                INDIVIDUALS”.)

            


    

    
      
         

        o      o

        Yes                                
          No

      

    

    


     

    IF
      YOU ANSWER “YES” TO QUESTION 5.1(a), (b), (c) or (e), PLEASE
      PROCEED TO QUESTION 7.


    
      
         

      

      
        19

        
          

        

      

      
         

      

    


    
      	6.	
              Sophistication
                of decision-maker.
                Each person whose name appears in the answer to Question 4.1 above
                must
                answer Questions 6.1, 6.2, 6.3 and 6.4.


            


    

     

    Name
      of
      Person Answering Question 6:
      ___________________________________________________

     

    6.1. Please
      list all the educational institutions you have attended (including colleges,
      and
      specialized training schools) and indicate the dates attended and the degree(s)
      (if any) obtained from each.

     

    
      	
              From

            	 	
              To

            	 	
              Institution

            	 	
              Degree

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


    

    


    6.2. Please
      provide the following information concerning your business
      experience:

     

    6.2.1. Indicate
      your principal business experience or other occupations during the last ten
      years. (Please list your present, or most recent, position first and the others
      in reverse chronological order.)

     

    
      	
              From

            	 	
              To

            	 	
              Name
                and Address of Employer

            	 	
              Position

            
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 


    


    
      
         

      

      
        20

        
          

        

      

      
         

      

    


    6.2.2. Describe,
      in greater detail, your present or most recent business or occupation, as listed
      in your answer to Question 6.2.1. Please 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.

    
       

      
        	 	 


      

      
        	 	 


        	 	 


      

    

    
      	 	 


    

     

    6.2.3. Describe
      any significant business you engage or intend to engage in other than as
      specified above.

    
      
         

        
          	 	 


        

        
          	 	 


          	 	 


        

      

      
        	 	 


      

    

     

    6.3. Please
      provide the following information concerning your financial
      experience:

     

    6.3.1. 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

            	 	 	 	 	 
	 	 	 	 	 	 
	
              Government
                Securities

              Municipal
                (tax-exempt) securities

            	 	 	 	 	 
	 	 	 	 	 	 
	
              Stock
                Options

            	 	 	 	 	 
	 	 	 	 	 	 
	
              Commodities

            	 	 	 	 	 
	 	 	 	 	 	 
	
              Real
                Estate Programs

            	 	 	 	 	 
	 	 	 	 	 	 
	
              Securities
                for which no market exists

            	 	 	 	 	 
	 	 	 	 	 	 
	
              Limited
                Partnerships

            	 	 	 	 	 
	 	 	 	 	 	 
	
              Tax
                Deferred Investments Generally

            	 	 	 	 	 


    


    
      
         

      

      
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    6.3.2. For
      those
      investments for which you indicated “substantial experience” above, please
      answer the following additional questions by checking the appropriate
      box:

     

     

    
      	 	
              A.

            	
              Do
                you make your own investment decisions with respect to such
                investments?

            


    

    

      
        	
                 

              	
                o     Always

              	
                o     Frequently

              
	 	 	 
	
                 

              	
                o     Usually

              	
                o     Rarely

              


      

    

     

    
      	 	
              B.

            	
              What
                are your principal sources of investment knowledge or
                advice?

            


    

     

    (You
      may check more than one.)

     

    o First
      hand experience with industry

     

    o Financial
      publication(s)

     

    o Trade
      or industry publication(s)

     

    o Banker(s)

     

    o Broker(s)

     

    o Investment
      Adviser(s)

     

    o Attorney(s)

     

    o Accountant(s)

     

    6.3.3. Indicate
      by check mark whether 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

            	
              _______

            
	 	 	 	 	 
	
              Commodities

            	
              ______

              Yes

            	
              ______

              No

            	
              Number
                of years

            	
              _______

            


    


    
      
         

      

      
        22

        
          

        

      

      
         

      

    


    6.4. Please
      provide in the space below any additional information which would indicate
      that
      you have sufficient knowledge and experience in financial and business matters
      so that you are capable of evaluating the merits and risks of investing in
      restricted securities of an enterprise such as the Company.

    
      
        
           

          
            	 	 


            	 	 


            
              	 	 


              
                	 	 


                
                  	 	 


                

              

            

          

        

      

    

     

    
      	
              7.

            	
              Bank
                references (please
                include name and address of Bank and name of an
                officer):

            


    

     

    
      
        	 	 


      

      
        	 	 


        	 	 


        	 	 


      

    

     

    
      	
              8.

            	
              Attorney (Name,
                Firm and Address):

            


    

    
       

      
        
          	 	 


        

        
          	 	 


          	 	 


          	 	 


        

      

    

     

    
      	
              9.

            	
              Accountant (Name,
                Firm and Address):

            


    

    
       

      
        
          	 	 


        

        
          	 	 


          	 	 


          	 	 


        

      

    


    
      
         

      

      
        23

        
          

        

      

      
         

      

    

     

    
      	
              10.

            	
              NASD
                Affiliation 
                (Please include the firm name and address of each NASD member, if
                any,
                with which you are affiliated or associated, and the nature of your
                affiliation or association or, if none, please so
                indicate):

            


    

    
       

      
        
          	 	 


        

        
          	 	 


          	 	 


          	 	 


        

      

    

    
      
        
          	 	 


        

        
          	 	 


           

        

      

    

    


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      SIGNATURE
      PAGE FOLLOWS
      ]


    
      
         

      

      
        24

        
          

        

      

      
         

      

    

    


    
      	11.	
              By
                signing this Questionnaire the undersigned hereby confirms the following
                statements:

            


    

    


    
      	 	
              (a)

            	
              I(We)
                am(are) aware that proposed offering of the Securities will involve
                “restricted securities,” as this term is defined in Rule 144 of the Rules
                and Regulations promulgated under the Act, and that they, or any
                interest
                therein may not be sold or otherwise transferred unless they have
                first
                been registered under all applicable federal and state securities
                laws, or
                unless an exemption from such registration provisions is available
                with
                respect to any such resale or transfer under all applicable federal
                and
                state securities laws.

            


    

    


    
      	 	
              (b)

            	
              I
                (We) acknowledge on behalf of the Organization named below that any
                delivery to such Organization of the accompanying subscription documents
                and all materials included therein (the “Offering Materials”) relating to
                the Securities prior to the determination by the Company of the
                suitability of the Organization as an investor shall not constitute
                an
                offer of the Securities until such determination of suitability shall
                be
                made, and that the Offering Materials shall be returned promptly
                to the
                Company upon request.

            


    

     

    
      	 	
              (c)

            	
              The
                foregoing statements are true and accurate to the best of my (our)
                information and belief and the Company will be notified promptly
                of any
                changes in the foregoing answers.

            


    

     

    


    


    
      	
              If
                additional signature is required:

            	___________________________________ 
	 	
              Print
                Name of Organization

            
	 	 
	 	 
	
              By:
                ___________________________________

            	
              
                By:
                  ___________________________________

              

            
	
                    
                Signature of Officer, Trustee or Partner

            	
              
                      
                  Signature of Officer, Trustee or Partner

              

            
	 	 
	     ___________________________________  	     ___________________________________  
	
                    
                Print Name of Officer, Trustee or Partner

            	
              
                      
                  Print Name of Officer, Trustee or Partner

              

            
	 	 
	 	 
	
              Date
                and Place Executed:

            	 
	 	 
	
              Date:
                _______________________________________

            	 
	 	 
	
              Place:
                _______________________________________

            	 


    

     

    
      
         

      

      
        25