4. The Purchaser agrees that the Company may, directly or through an agent, in its sole andabsolute discretion and for any reason whatsoever, reduce the Purchaser’s Subscription to anynumber of Units, including zero, that in the aggregate does not exceed the number of Units herebyapplied for without any prior notice to or further consent by the Purchaser, and in order tofacilitate the collection of Subscriptions, the Company may also, directly or through an agent,amend the Settlement dates, not to exceed the date set forth in Section A(5) below.     5. Settlement shall occur once the Subscription has been accepted by the Company and theconditions thereto set forth in this Agreement have occurred. The Company retains the right toreject the Subscription in whole or in part or to terminate this Agreement at any time and for anyreason prior to Settlement.     B. **Purchaser’s Representations****.**In connection with the Purchaser’s purchase of the Units,the Purchaser makes the following representations and warranties on which the Company and theCompany’s legal counsel are entitled to rely:     1. The Subscription and subsequent private placement is being conducted pursuant to one ormore exemptions from the securities registration requirements provided by the rules promulgatedunder Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”). To qualify forthe Subscription and subsequent private placement the Purchaser must be an *Accredited Investor*.The Purchaser hereby represents that the Purchaser is an *Accredited Investor*as such term isdefined in Regulation D under the Securities Act, for the following reason(s) **(****Please initialone or more****):** ̈**(i)**If an individual, the Purchaser has a net worth, either individually or upon a jointbasis with the Purchaser’s spouse, of at least $1,000,000 (within the meaning of such terms as usedin the definition of “accredited investor” contained in Rule 501 under the Securities Act). ̈**(ii)**If an individual, the Purchaser has had an individual income in excess of $200,000 foreach of the two most recent years, or a joint income with the Purchaser’s spouse in excess of$300,000 in each of those years, and has a reasonable expectation of reaching the same income levelin the current year. ̈**(iii)**The Purchaser is an *irrevocable*trust with total assets in excess of $5,000,000 whosepurchase is directed by a person with such knowledge and experience in financial and businessmatters that such person is capable of evaluating the merits and risks of the prospectiveinvestment. ̈**(iv)**The Purchaser is a corporation, business trust or limited liability company, notformed for the purpose of acquiring an Interest, or an organization described in section 501(c)(3)of the Internal Revenue Code of 1986, as amended, in each case with total assets in excess of$5,000,000. ̈**(v)**The Purchaser is a director or executive officer of the Company. ̈**(vi)**The Purchaser cannot make any of the representations set forth in clauses (i) through(v) above.     2. The Purchaser has such knowledge and experience in financial and business matters toevaluate the merits and risks of an investment in the Units and to make an informed decisionrelating thereto. The Purchaser has the financial capability to make and protect itself from theinvestment and can afford a complete loss of the investment. The investment is a suitable one forthe Purchaser.     3. The Purchaser acknowledges that it is not purchasing the Units as a result of any GeneralSolicitation or General Advertising (as such terms are used and defined in Rule 502(c) ofRegulation D under the Securities Act) and the Purchaser is acquiring the Units for the Purchaser’sown account, for the purpose of investment and not with a view to, or for resale in connectionwith, the distribution thereof, nor with an intention of distributing or selling the Units andfurther still, the Purchaser understands that the Units have not been registered under theSecurities Act or the securities laws of any state.
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     4. The Purchaser represents and warrants that if required by applicable securitieslegislation, regulatory policy or order by any securities commission, stock exchange or otherregulatory authority, it will execute, deliver, file and otherwise assist the Company in filingreports, questionnaires, undertakings, and other documents with respect to the issuance of theUnits.     5. The Purchaser understands that the Company has not made any assurances that any market willever exist for the Units and that, even if any market exists in the future, the Purchaser may notreadily be able to sell the Units on said market.     6. The Purchaser represents and warrants that it is entitled to subscribe for the Units underthe laws of all relevant jurisdictions which apply to it, and that it has not taken any action oromitted to take any action which will or may result in the Company or any of its respectivedirectors, officers, agents, employees or advisers acting in breach of the legal and regulatoryrequirements of any jurisdiction in connection with the placement or your acceptance of the Units.     7. The Purchaser represents and warrants that it is resident in the state or country (ifoutside the United States) set forth below and is receiving the Units in that state or country(outside the United States).     8. The Purchaser represents that the amounts to be invested by it in the Units were not andare not directly or indirectly derived from activities that contravene federal, state orinternational laws and regulations, including anti-money laundering laws and regulations. Federalregulations and Executive Orders administered by Office of Foreign Assets Control (“OFAC”)prohibit, among other things, the engagement in transactions with, and the provision of servicesto, certain foreign countries, territories, entities and individuals. The lists of OFAC prohibitedcountries, territories, persons and entities can be found on the OFAC website athttp://www.treas.gov/ofac. The Purchaser agrees to promptly notify the Company should the Purchaserbecome aware of any change in the information set forth in these representations. The Purchaserunderstands and acknowledges that, by law, the Company may be obligated to “freeze the account” ofthe Purchaser, either by prohibiting additional subscriptions from the Purchaser, declining anyredemption requests and/or segregating the assets in the account in compliance with governmentalregulations, and the Company may also be required to report such action and to disclose thePurchaser’s identity to OFAC.     9. The Purchaser acknowledges that the representations and warranties contained in thisAgreement are made by it, and each person for which the Purchaser is acting, with the intent thatthey may be relied upon by the Company and its agents in determining its eligibility to purchasethe Units.     10. The Purchaser represents and warrants that it is authorized by each person for which it isacting, if any, (i) to acquire the Units under the terms and conditions described herein and (ii)to execute and deliver this letter on behalf of each such person.     11. The Purchaser is aware that this investment may not be readily liquidated in case of afinancial emergency and that the Units being purchased may have to be held for an indefinite periodof time. The Purchaser’s overall commitment to investments which are not readily marketable is notexcessive in view of its net worth and financial circumstances and the purchase of the Units willnot cause such commitment to become excessive. In view of such facts, the Purchaser has adequatemeans of providing for any current needs, anticipated future needs and possible contingencies andemergencies and has no need for liquidity in the investment in the Units. The Purchaser is able tobear the economic risk of this investment, including a complete loss of its investment or thepossibility that there may never be any liquidity in this investment.12. The Purchaser has had theopportunity to ask questions of, and receive answers from, representatives of the Companyconcerning the terms and conditions of this transaction, and the finances, operations, business andprospects of the Company.  The Purchaser has also had the opportunity to ask questions and obtainadditional information necessary to verify the accuracy of information furnished about theCompany.  Accordingly, the Purchaser has independently evaluated the
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risks of purchasing the Units, and the Purchaser has received information with respect to allmatters which the Purchaser considers material to the Purchaser’s decision to make this investment.     12. The Purchaser hereby represents that the Purchaser has been furnished by the Companyduring the course of this transaction with all information regarding the Company which thePurchaser has reasonably requested or desired to know and has received any such information whichthe Purchaser has requested. In making the decision to invest in the Units, the Purchaser hasrelied solely upon the information contained in the Company’s periodic reports filed with theSecurities and Exchange Commission (the “SEC”). To the extent necessary, the Purchaser hasretained, at its own expense, and relied upon the advice of appropriate professionals regarding theinvestment, tax and legal merits and consequences of this Agreement and its purchase of the Unitshereunder. 14. The Purchaser has carefully considered the potential risks relating to the Companyand a purchase of the Units, including but not limited to, those risks identified in the Company’sannual report on Form 10-KSB for the year ended June 30, 2008 (the “Annual Report”), and hasreceived all of the information the Purchaser deems necessary to assess the risks inherent in aninvestment in the Company’s Units. The Purchaser is aware that no public market exists for theUnits and that the Units may not be sold without compliance with applicable federal and statesecurities laws. The Purchaser understands that the Company has made no assurances that a publicmarket will ever exist for the Units and that, even if a public market exists in the future, thePurchaser may not readily be able to sell the Units. The Purchaser has considered each of theserisks regarding an investment in the Company and the Units, and has carefully reviewed thedescription of certain risk factors described in the Annual Report. The Purchaser understands thatthe risks described in the Annual Report are not a complete list of risks involved in an investmentin the Company. This is a speculative investment. Many of the factors which may affect the Companyare subject to change or are not within the control of the Company, and the extent to which suchfactors could adversely affect the value of the Units is not currently ascertainable.     13. The Purchaser represents and warrants that the foregoing representations and warrantiesare true at the time of Settlement with the same force and effect as if they had been made by it atthe time of Settlement and that they shall survive the purchase of the Units and shall continue infull force and effect notwithstanding any subsequent disposition of the Units.C. **Forward Looking Statements.** This Agreement and the information in the Company’s periodicreports filed with the SEC contain forward-looking statements as defined in the Private SecuritiesLitigation Reform Act of 1995.  For this purpose, any statements contained herein that are notstatements of historical fact may be deemed to be forward-looking statements. Without limiting thegenerality of the foregoing, words such as “may,” “anticipate,” “estimate,” “expects,” “projects,”“intends,” “plans,” “believes” and words and terms of similar substance used in connection with anydiscussion of future operating or financial performance, identify forward-looking statements. ThePurchaser acknowledges that all forward-looking statements are the Company’s present expectationsof future events and are subject to a number of risks and uncertainties that could cause actualresults to differ materially from those described in the forward-looking statements. The Purchaserfurther acknowledges that by making these forward-looking statements, the Company is not intendingto become obligated to update or revise any forward-looking statements whether as a result of newinformation, future events or other changes and that the Purchaser has not placed undue reliance onany forward-looking statements, which speak only as of the date of the report or documentcontaining the statements.D. **Restrictions on Transfer****.**     i. The Purchaser agrees not to make any disposition of all or any portion of the Common Stockor Warrant comprising the Units or the shares of the Common Stock underlying the Warrant(collectively, the “Securities”) unless and until:
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          (a) there is then in effect a registration statement under the Securities Act of 1933, asamended, or other applicable law covering such proposed disposition and such disposition is made inaccordance with such registration statement; or          (b) (A) The transferee has agreed in writing to be bound by the terms of this Agreement, (B)the Purchaser shall have notified the Company of the proposed disposition, shall have furnished theCompany with a detailed statement of the circumstances surrounding the proposed disposition, and(C) if reasonably requested by the Company, the Purchaser shall have furnished the Company with anopinion of counsel, reasonably satisfactory to the Company, that such disposition will not requireregistration of such shares under the Securities Act.     ii. Notwithstanding the provisions of subsection (a) above, no such restriction shall apply toa transfer by the Purchaser that is (A) a partnership transferring to its partners or formerpartners in accordance with partnership interests, (B) a corporation transferring to a wholly-ownedsubsidiary or a parent corporation that owns all of the capital stock of the Purchaser, (C) alimited liability company transferring to its members or former members in accordance with theirinterest in the limited liability company, or (D) an individual transferring to such individual’sfamily member or trust for the benefit of such individual; provided that in each case thetransferee will agree in writing to be subject to the terms of this Agreement to the same extent asif he were the Purchaser hereunder.     (iii) The Purchaser understands that until the Securities have been registered under theSecurities Act and applicable state securities laws the following legend is applicable and eachcertificate representing such Securities shall bear a legend substantially similar to thefollowing:THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEENREGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, ASAMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, HAVE BEENACQUIRED FOR INVESTMENT, AND DATE NOT BE SOLD, PLEDGED, HYPOTHECATEDOR OTHERWISE TRANSFERRED UNLESS A REGISTRATION STATEMENT UNDER THEACT AND APPLICABLE STATE LAW IS IN EFFECT WITH REGARD THERETO ORUNLESS THE COMPANY HAS RECEIVED AN OPINION OF COUNSEL SATISFACTORYTO THE COMPANY AND ITS COUNSEL THAT SUCH REGISTRATION IS NOTREQUIRED.E. **No Regulatory Approval of Merits****.**The Purchaser understands that neither the SEC northe commissioner or any department of securities or attorney general of any state has passed uponthe merits or qualifications of, nor recommended nor approved, the Securities. Any representationto the contrary is a criminal offense.F. **Independent Advice****.**The Purchaser understands that the Purchaser is urged to seekindependent advice from professional advisors relating to the suitability for the Purchaser of aninvestment in the Company in view of the Purchaser’s overall financial needs and with respect tothe legal and tax implications of such an investment.G. **Indemnification****.**     1. The Purchaser understands the meaning and legal consequences of this Agreement and agreesto indemnify and hold harmless the Company and each director and officer thereof from and againstany and all loss, damage or liability due to or arising out of a breach of any representation,warranty or agreement of the Purchaser contained in this Agreement. Specifically, legal fees,interest regarding any trades that have not settled and all other reasonable expenses will beavailable to the Company in the event this Agreement is breached in any manner whatsoever.
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     2. If for any reason the foregoing indemnification is unavailable to the Company and eachdirector and officer thereof or it is insufficient to hold the Company and each director andofficer thereof harmless, then the Purchaser shall contribute to the amount paid or payable by theCompany and each director and officer thereof as a result of such expense, loss, claim, damage orliability in such proportion as is appropriate to reflect not only the relative benefits receivedby the Purchaser on the one hand and the Company and each director and officer thereof on the otherhand but also the relative fault of the Purchaser and the Company and each director and officerthereof, as well as any relevant equitable considerations provided that the Purchaser shall in anyevent contribute to the amount paid or payable by the Company and each director and officer thereofas a result of such expense, loss, claim, damage or liability.H. **Authority and Noncontravention****.**The execution and performance hereof violates no order,judgment, injunction, agreement or controlling document to which the Purchaser is a party or bywhich the Purchaser is bound. If an organization, (i) the Purchaser is duly organized, validlyexisting and in good standing under the laws of the jurisdiction in which it has been formed; (ii)the Purchaser has the right and power under its organizational instruments to execute, deliver andperform its obligations hereunder; and (iii) this Agreement has been duly authorized by allnecessary action on the part of all officers, directors, partners, stockholders and trustees andwill not violate any agreement to which the Purchaser is a party; and (iv) the individual executingand delivering this Agreement has the requisite right, power, capacity and authority to do so onbehalf of the organization. The Purchaser has not been organized for the purpose of subscribing forthe Units.I. **Duration and Restrictions on Trading****.**The Purchaser understands that the Purchaser maynot cancel, terminate or revoke this Agreement or any agreement made by the Purchaser hereunder andthat this Agreement shall survive the Purchaser’s death or disability and shall be binding upon thePurchaser’s heirs, executors, administrators, successors and assigns. The Purchaser and itsaffiliates thereof will not trade in the Company’s Common Stock until the earlier of (i) theannouncement of the closing of the transactions contemplated hereby or (ii) the termination of theoffering by the Company.J. **Representations By The Company.**     The Company hereby represents and warrants to the Purchaser that:     1. Organization, Good Standing and Qualification. The Company is a corporation dulyorganized, validly existing and in good standing under the laws of Colorado and has full corporatepower and lawful authority to conduct its business as it is currently being conducted. The Companyis duly qualified to do business as a foreign corporation and is in good standing in eachjurisdiction in which the nature of the business conducted by it or the properties owned, leased oroperated by it, makes such qualification or licensing necessary and where the failure to be soqualified or licensed would have a material adverse effect upon the business or financial conditionof the Company.     2. Authorization; Enforceability. The Company has all corporate right, power andauthority to enter into this Agreement and to consummate the transactions contemplated hereby. Allcorporate action on the part of the Company necessary for the authorization, execution, deliveryand performance of this Agreement by the Company, the authorization, sale, issuance and delivery ofthe Units and the performance of the Company’s obligations hereunder has been taken. ThisAgreement has been duly executed and delivered by the Company and constitutes a legal, valid andbinding obligation of the Company, enforceable against the Company in accordance with its terms,subject to laws of general application relating to bankruptcy, insolvency and the relief of debtorsand rules of law governing specific performance, injunctive relief or other equitable remedies, andto limitations of public policy. The Units have been duly and validly authorized and, upon theissuance and delivery thereof and payment therefor as contemplated by this Agreement, will be freeand clear of liens, duly and validly authorized and issued, fully paid and nonassessable. Theissuance and sale of the Units contemplated hereby will not give rise to
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any preemptive rights or rights of first refusal on behalf of any person that have not beenproperly waived or complied with.     3. No Conflict; Governmental Consents.          (a) The execution and delivery by the Company of this Agreement, the consummation of thetransactions contemplated hereby and the offer and sale of the Units will not, to the knowledge ofthe Company, result in the violation of any law, statute, rule, regulation, order, writ,injunction, judgment or decree of any court or governmental authority to or by which the Company isbound, or of any provision of the Certificate of Incorporation and bylaws of the Company, and willnot conflict with, or result in a breach or violation of, any of the terms or provisions of, orconstitute (with due notice or lapse of time or both) a default under, any lease, loan agreement,mortgage, security agreement, trust indenture or other agreement or instrument to which the Companyis a party or by which it is bound or to which any of its properties or assets is subject wheresuch default would have a material adverse effect upon the business, prospects or financialcondition of the Company, nor result in the creation or imposition of any lien upon any of theproperties or assets of the Company.          (b) No consent, waiver, approval, authorization or other order of any governmental authorityor other third-party is required to be obtained by the Company in connection with theauthorization, execution and delivery of this Agreement or with the authorization, issuance andsale of the Units, except such filings as may be required to be made, and which shall have beenmade at or prior to the required time, with any state or foreign blue sky or securities regulatoryauthority.**K. Additional Shares of Common Stock.**     1. Qualifying Dilutive Issuance. If at any time or from time to time on or beforeMarch 6, 2011 the Company issues or sells, or is deemed by the express provisions of this Section Kto have issued or sold, Additional Shares of Common Stock (as defined below) for a price below$0.20 per share (the “Issue Price”), then and in each such case, the Company shall issue to thePurchaser for no additional consideration (*provided, however,*that a portion of the Purchase Pricein an amount equal to the par value of each share of Common Stock issued under this Section K shallbe deemed allocated to such issuance) within ten (10) days of such issuance that number of sharesof the Company’s Common Stock such that the aggregate number of shares of Common Stock issued tothe Purchaser under this Agreement after such adjustment shall be equal to the aggregate number ofshares of Common Stock purchased by the Purchaser at the Issue Price under this Agreement at theClosing multiplied by the Adjustment Ratio (as defined below); *provided, however,*that if theCompany issues or sells Additional Shares of Common Stock for a price below $0.10 per share, theCompany shall only be required to issue to the Purchaser shares of the Company’s Common Stock underthis Section K.1 as if such Additional Shares of Common Stock were issued or sold at $0.10 pershare.     For the purposes of this Section K, the “Adjustment Ratio” shall mean a fraction:                                   (A) the numerator of which shall be the number of shares of Common Stock deemed outstanding(as determined below) immediately prior to such issue or sale plus the total number of AdditionalShares of Common Stock so issued, and                                   (B) the denominator of which shall be the sum of (x) the number of shares of Common Stockdeemed outstanding (as determined below) immediately prior to such issue or sale, plus (y) thenumber of shares of Common Stock which the aggregate consideration received by the Company for thetotal number of Additional Shares of Common Stock so issued would purchase at the Issue Price.
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For the purposes of this Section K, the number of shares of Common Stock deemed to be outstandingas of a given date shall be the sum of (A) the number of shares of Common Stock outstanding and (B)the number of shares of Common Stock which are issuable upon the exercise or conversion of allother rights, options and convertible securities outstanding on the day immediately preceding thegiven date.     2. Additional Shares of Common Stock. “Additional Shares of Common Stock” shall meanall shares of Common Stock issued by the Company or deemed to be issued pursuant to this Section K,other than “Excluded Securities.” “Excluded Securities” shall mean:          (a) shares of Common Stock and/or options, warrants or other Common Stock purchase rights andthe Common Stock issued pursuant to such options, warrants or other rights (as adjusted for anystock dividends, combinations, splits, recapitalizations and the like after the filing date hereof)to employees, officers or directors of, or consultants or advisors to, the Company or anysubsidiary pursuant to stock purchase or stock option plans or other arrangements;          (b) shares of Common Stock issued pursuant to the exercise of convertible securitiesoutstanding on the Closing Date;          (c) shares of Common Stock or convertible securities issued for consideration other than cashpursuant to a merger, consolidation, acquisition, strategic alliance or similar businesscombination approved by the Board of Directors of the Company;          (d) shares of Common Stock or convertible securities issued pursuant to any equipment loan orleasing arrangement, real property leasing arrangement or debt financing from a bank or similarfinancial or lending institution approved by the Board of Directors of the Company; and          (e) any Common Stock or convertible securities issued in connection with strategictransactions involving the Company and other entities, including joint ventures, manufacturing,marketing or distribution arrangements or technology transfer or development arrangements approvedby the Board of Directors of the Company.**L. Right of First Refusal.**     1. Subsequent Offerings. Subject to applicable securities laws, the Purchaser shallhave a right of first refusal to purchase its *pro rata*share of all Equity Securities (as definedbelow) that the Company may, from time to time, propose to sell and issue after the Closing Date,other than the Equity Securities excluded by Section L(5) below. The Purchaser’s *pro rata*share isequal to the ratio of (a) the number of shares of the Company’s Common Stock (including all sharesof Common Stock issuable or issued upon the exercise of outstanding warrants or options) of whichthe Purchaser is deemed to be a holder immediately prior to the issuance of such Equity Securitiesto (b) the total number of shares of the Company’s outstanding Common Stock (including all sharesof Common Stock issued or issuable upon the exercise of any outstanding warrants or options)immediately prior to the issuance of the Equity Securities. The term “Equity Securities” shallmean (i) any Common Stock, Preferred Stock or other equity security of the Company or (ii) anysecurity convertible into or exercisable or exchangeable for, with or without consideration, anyCommon Stock or Preferred Stock or other equity security (including any option or warrant topurchase Common Stock or Preferred Stock or other equity security).     2. Exercise of Rights. If the Company proposes to issue any Equity Securities, itshall give the Purchaser written notice of its intention, describing the Equity Securities, theprice and the terms and conditions upon which the Company proposes to issue the same. ThePurchaser shall have ten (10) days from the giving of such notice to agree to purchase its *pro rata*share of the Equity Securities for the price and upon the terms and conditions specified in thenotice by giving written notice to the Company and stating therein the quantity of EquitySecurities to be purchased. Notwithstanding the foregoing, the Company shall not be required tooffer or sell such Equity Securities to the Purchaser if such offer or sale would cause the Companyto be in violation of applicable federal securities laws.
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     3. Sale Without Notice.** **In lieu of giving notice to the Purchaser prior to theissuance of Equity Securities as provided in Section L(2), the Company may elect to give notice tothe Purchaser within thirty (30) days after the issuance of Equity Securities.  Such notice shalldescribe the type, price and terms of the Equity Securities. The Purchaser shall have fifteen (15)days from the date of receipt of such notice to elect to purchase up to the number of shares thatwould, if purchased by the Purchaser, maintain the Purchaser’s *pro rata*share (as set forth inSection L(1)) of the Company’s equity securities.  The closing of such sale shall occur withinsixty (60) days of the date of notice to the Purchaser.     4. Termination and Waiver of Rights of First Refusal. The rights of first refusalestablished by this Section L shall not apply to, and shall terminate upon the earlier of (a) anAcquisition (as defined in the Warrants) and (b) March 6, 2011. The rights of first refusalestablished by this Section L may be amended, or any provision in this Section L waived, with thewritten consent of the Company and the holders of a majority of Units purchased in the Offering.     5. Excluded Securities. The rights of first refusal established by this Section Lshall have no application to any of the following Equity Securities:          (a) Excluded Securities (as defined in Section K(2) above);          (b) stock issued or issuable pursuant to any rights or agreements, options, warrants orconvertible securities outstanding as of the date of this Agreement; and stock issued pursuant toany such rights or agreements granted after the date of this Agreement, so long as the rights offirst refusal established by this Section L were complied with, waived, or were inapplicablepursuant to any provision of this Section L(5) with respect to the initial sale or grant by theCompany of such rights or agreements; and          (c) Equity Securities issued by the Company in the Offering.**M. Miscellaneous****.**     1. Settlement Conditions. Settlement will not occur until acceptance by the Companyof the Subscription and the fulfillment, at or prior to Settlement, of the following closingconditions: (a) the representations and warranties of the Purchaser contained in this Agreementshall be true and correct at the time of Settlement; (b) all proceedings in connection with thetransactions contemplated hereby and all documents and instruments incident to such transactionsshall be satisfactory in substance and form to the Company; (c) the Company shall have received allsuch counterpart originals or certified or other copies of such documents as the Company mayrequest; and (d) the transactions contemplated by this Agreement shall have been approved by theCompany’s Board of Directors.     2. Notices. Notices required or permitted to be given hereunder shall be in writingand shall be deemed to be sufficiently given when personally delivered or sent by registered mail,return receipt requested, addressed: i. if to Company, to LifeVantage Corporation,Attn: Brad Amman, 1449 W. Littleton Blvd., Suite 200, Littleton,Colorado 80120, or  ii. if to the Purchaser, at the address set forthon the signature page hereto or at such other address as may have beenspecified by written notice given in accordance with this paragraph.  iii. Entire Agreement. This Agreement andExhibits hereto embody the entire agreement and understanding betweenthe parties hereto with respect to the subject matter hereof andsupersede all prior oral or written agreements and understandingsrelating to the subject matter hereof. No
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   statement, representation, warranty, covenant or agreement of anykind not expressly set forth in this Agreement shall affect, or beused to interpret, change or restrict, the express terms andprovisions of this Agreement.     3. Modifications; Amendments; Waivers and Consents. Except as otherwise expresslyprovided, this Agreement, the Common Stock and the Warrant may be amended or modified, eitherprospectively or retrospectively and either in general or with respect to any particular matter,only upon the written consent of the Company and the holders of at least a majority of the Units,Common Stock or Warrant, as applicable. Any such amendment shall be binding on all parties whetheror not such party consents to such amendment. Except as otherwise expressly provided, theobligations of the Company and the rights of the Purchaser under this Agreement, the Common Stockor Warrant may be waived, either prospectively or retrospectively and either in general or withrespect to any particular matter, only with the written consent of the holders of at least amajority of the Units, Common Stock or Warrant, as applicable. Any such waiver shall be bindingon all parties whether or not such party consents to such waiver.     4. Governing Law. This Agreement shall be enforced, governed and construed in allrespects in accordance with the laws of the State of Colorado, as such laws are applied by itscourts to agreements entered into and to be performed in Colorado as if by and between residents ofColorado, and shall be binding upon the Purchaser, the Purchaser’s heirs, estate, legalrepresentatives, successors and assigns and shall inure to the benefit of the Company itssuccessors and assigns. The Purchaser and the Company further agree that venue for any such actionshall lie exclusively with courts sitting in Denver, Colorado, unless the Purchaser and Companyagrees to the contrary in writing. The Purchaser and the Company waive their right to jury trialin any action or proceeding arising out of or related to this Agreement. If any provision of thisAgreement is invalid or unenforceable under any applicable statute or rule of law, then suchprovision shall be deemed inoperative to the extent that it may conflict therewith and shall bedeemed modified to conform with such statute or rule of law. Any provision hereof that may proveinvalid or unenforceable under any law shall not affect the validity or enforceability of any otherprovision hereof.[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
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     The Purchaser is purchasing the Units:       Purchaser Name:              Address (**Please no P.O. Boxes****1****)**:                     City:    State:   Zip:                      Federal Income Tax I.D. No.              If Purchaser is an Entity:         Portfolio Manager or Analyst Name:         Portfolio Manager or Analyst Phone Number:         Portfolio Manager or Analyst Fax Number:         Portfolio Manager or Analyst E-mail Address:              **Under penalties of perjury, the Purchaser certifies that**:          1. The number shown above is my correct Taxpayer Identification Number;          2. The Purchaser has the authority to make the above representation as to the investing personor entity’s financial status;          3. The Purchaser is not subject to backup withholding either because the Purchaser has notbeen notified by the Internal Revenue Service (IRS) that the Purchaser is subject to backupwithholding as a result of a failure to report all interest or dividends, or the IRS has notifiedthe Purchaser that the Purchaser is no longer subject to backup withholding.     IN WITNESS WHEREOF, the Purchaser has executed this Subscription Agreement as of this ___day of ___, 2009.         (For Co-owners, if applicable)          Purchaser Signature   Purchaser Signature          Purchaser Title   Purchaser Title          Print Name   Print Name 1 Units will be delivered via Federal Express unlessotherwise indicated.
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***Exhibit A*****Manner of Payment**If payment is made by check, the check should be made out to **Lifevantage Corporation**and deliveredto Lifevantage Corporation, Attention: Brad Amman, 1449 W. Littleton Blvd., Suite 200, Littleton,Colorado 80120.If payment is made by wire transfer, the funds should be wired to the following account:**Account Name: LIFEVANTAGE CORPORATION**