Unassociated Document


    BEST
      CARE, INC.

    REGULATION
      S SUBSCRIPTION AGREEMENT 

    AND
      INVESTMENT REPRESENTATION

    


    SECTION
      1.

    


    1.1 Subscription.
      

    


    (a)
       The
      undersigned, intending to be legally bound, hereby irrevocably subscribes for
      and agrees to purchase ____________ shares (the “Shares”) of the common stock
      (the “Common Stock”) of Best Care, Inc., a Nevada corporation (the "Company"),
      in a transaction exempt from the registration requirements of the Securities
      Act
      of 1933, as amended (the “Securities Act”). The undersigned understands that the
      Shares are being sold in connection with an offering by the Company of an
      aggregate of up to 500,000 shares of Common Stock for total proceeds of up
      to
      $50,000.

    


    1.2 Purchase
      of Shares.

    


    The
      undersigned understands and acknowledges that the purchase price to be remitted
      to the Company in exchange for the Shares shall be ____________ dollars
      ($______) or $0.10 per Share. The Company shall deliver the Shares to the
      undersigned promptly after the acceptance of this Subscription Agreement by
      the
      Company.

    


    1.3 Acceptance
      or Rejection.

    


    (a) The
      undersigned understands and agrees that the Company reserves the right to reject
      this subscription for the Shares if, in its reasonable judgment, it deems such
      action in the best interest of the Company, at any time prior to the Closing,
      notwithstanding prior receipt by the undersigned of notice of acceptance of
      the
      undersigned's subscription.

    


    (b) The
      undersigned understands and agrees that its subscription for the Shares is
      irrevocable.

    


    (c) In
      the
      event the sale of the Shares subscribed for by the undersigned is not
      consummated by the Company for any reason (in which event this Subscription
      Agreement shall be deemed to be rejected), this Subscription Agreement and
      any
      other agreement entered into between the undersigned and the Company relating
      to
      this subscription shall thereafter have no force or effect and the Company
      shall
      promptly return or cause to be returned to the undersigned the purchase price
      remitted to the Company by the undersigned, without interest thereon or
      deduction therefrom, in exchange for the Shares.

    


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


    


    


    SECTION
      2.

    


    2.1 Closing.
      The
      closing (the "Closing") of the purchase and sale of the Shares, shall occur
      simultaneously with the acceptance by the Company of the undersigned's
      subscription, as evidenced by the Company's execution of this Subscription
      Agreement.

    


    SECTION
      3.

    


    3.1 Investor
      Representations and Warranties.
      The
      undersigned hereby acknowledges, represents and warrants to, and agrees with,
      the Company and its affiliates as follows:

    


    (a) Investment
      Purposes.
      The
      undersigned is acquiring the Shares for the undersigned’s own account as
      principal, not as a nominee or agent, for investment purposes only, and not
      with
      a view to, or for, resale, distribution or fractionalization thereof in whole
      or
      in part and no other person has a direct or indirect beneficial interest in
      such
      Shares or any portion thereof. Further, the undersigned does not have any
      contract, undertaking, agreement or arrangement with any person to sell,
      transfer or grant participations to such person or to any third person, with
      respect to the Shares for which the undersigned is subscribing or any part
      of
      the Shares.

    


    (b) Authority.
      The
      undersigned has full power and authority to enter into this Agreement, the
      execution and delivery of this Agreement has been duly authorized, if
      applicable, and this Agreement constitutes a valid and legally binding
      obligation of the undersigned.

    


    (c) No
      General Solicitation.
      The
      undersigned is not subscribing for the Shares as a result of or subsequent
      to
      any advertisement, article, notice or other communication published in any
      newspaper, magazine or similar media or broadcast over television or radio,
      or
      presented at any seminar or meeting, or any solicitation of a subscription
      by
      person previously not known to the undersigned in connection with investment
      securities generally.

    


    (d) No
      Obligation to Register Shares.
      The
      undersigned understands that the Company is under no obligation to register
      the
      Shares under the Securities Act, or to assist the undersigned in complying
      with
      the Securities Act or the securities laws of any state of the United States
      or
      of any foreign jurisdiction.

    


    (e) Investment
      Experience.
      The
      undersigned is (i) experienced in making investments of the kind described
      in
      this Agreement, (ii) able, by reason of the business and financial experience
      of
      its officers (if an entity) and professional advisors (who are not affiliated
      with or compensated in any way by the Company or any of its affiliates or
      selling agents), to protect its own interests in connection with the
      transactions described in this Agreement, and (iii) able to afford the entire
      loss of its investment in the Shares.

    


    (f) Exemption
      from Registration.
      The
      undersigned acknowledges the undersigned’s understanding that the offering and
      sale of the Shares is intended to be exempt from registration under the
      Securities Act. In furtherance thereof, in addition to the other representations
      and warranties of the undersigned made herein, the undersigned further
      represents and warrants to and agrees with the Company and its affiliates as
      follows:

    


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    (1) The
      undersigned realizes that the basis for the exemption may not be present if,
      notwithstanding such representations, the undersigned has in mind merely
      acquiring the Shares for a fixed or determinable period in the future, or for
      a
      market rise, or for sale if the market does not rise. The undersigned does
      not
      have any such intention;

    


    (2) The
      undersigned has the financial ability to bear the economic risk of the
      undersigned’s investment, has adequate means for providing for the undersigned’s
      current needs and personal contingencies and has no need for liquidity with
      respect to the undersigned’s investment in the Company; and

    


    (3) The
      undersigned has such knowledge and experience in financial and business matters
      as to be capable of evaluating the merits and risks of the prospective
      investment in the Shares. The undersigned also represents it has not been
      organized for the purpose of acquiring the Shares; and

    


    (4) The
      undersigned has been provided an opportunity for a reasonable period of time
      prior to the date hereof to obtain additional information concerning the
      offering of the Shares, the Company and all other information to the extent
      the
      Company possesses such information or can acquire it without unreasonable effort
      or expense.

    


    (g) Economic
      Considerations.
      The
      undersigned is not relying on the Company, or its affiliates or agents with
      respect to economic considerations involved in this investment. The undersigned
      has relied solely on its own advisors.

    


    (h) No
      Other Company Representations.
      No
      representations or warranties have been made to the undersigned by the Company,
      or any officer, employee, agent, affiliate or subsidiary of the Company, other
      than the representations of the Company contained herein, and in subscribing
      for
      Shares the undersigned is not relying upon any representations other than those
      contained herein. 

    


    (i)
       Compliance
      with Laws.
      Any
      resale of the Shares during the ‘distribution compliance period’ as defined in
      Rule 902(f) to Regulation S shall only be made in compliance with exemptions
      from registration afforded by Regulation S. Further, any such sale of the Shares
      in any jurisdiction outside of the United States will be made in compliance
      with
      the securities laws of such jurisdiction. The Investor will not offer to sell
      or
      sell the Shares in any jurisdiction unless the Investor obtains all required
      consents, if any.

    


    (j) Regulation
      S Exemption.
      The
      undersigned understands that the Shares are being offered and sold to him in
      reliance on an exemption from the registration requirements of United States
      federal and state securities laws under Regulation S promulgated under the
      Securities Act and that the Company is relying upon the truth and accuracy
      of
      the representations, warranties, agreements, acknowledgments and understandings
      of the Investor set forth herein in order to determine the applicability of
      such
      exemptions and the suitability of the Investor to acquire the Shares. In this
      regard, the undersigned represents, warrants and agrees that:

    


    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    (1)
       The
      undersigned is not a U.S. Person (as defined below) and is not an affiliate
      (as
      defined in Rule 501(b) under the Securities Act) of the Company and is not
      acquiring the Shares for the account or benefit of a U.S. Person. A U.S. Person
      means any one of the following:

    


    (A)
       any
      natural person resident in the United States of America;

    


    (B)
       any
      partnership or corporation organized or incorporated under the laws of the
      United States of America;

    


    (C) any
      estate of which any executor or administrator is a U.S. person;

    


    (D) any
      trust
      of which any trustee is a U.S. person;

    


    (E) any
      agency or branch of a foreign entity located in the United States of
      America;

    


    (F) any
      non-discretionary account or similar account (other than an estate or trust)
      held by a dealer or other fiduciary for the benefit or account of a U.S.
      person;

    


    (G) any
      discretionary account or similar account (other than an estate or trust) held
      by
      a dealer or other fiduciary organized, incorporated or (if an individual)
      resident in the United States of America; and

    


    (H) any
      partnership or corporation if:

    


    (i)
      organized or incorporated under the laws of any foreign jurisdiction;
      and

    


    (ii)
       formed
      by
      a U.S. person principally for the purpose of investing in securities not
      registered under the Securities Act, unless it is organized or incorporated,
      and
      owned, by accredited investors (as
      defined in Rule 501(a) under the Securities Act) who are not natural persons,
      estates or trusts.

    


    (2)
       At
      the
      time of the origination of contact concerning this Agreement and the date of
      the
      execution and delivery of this Agreement, the undersigned was outside of the
      United States.

    


    (3) The
      undersigned will not, during the period commencing on the date of issuance
      of
      the Shares and ending on the first anniversary of such date, or such shorter
      period as may be permitted by Regulation S or other applicable securities law
      (the “Restricted Period”), offer, sell, pledge or otherwise transfer the Shares
      in the United States, or to a U.S. Person for the account or for the benefit
      of
      a U.S. Person, or otherwise in a manner that is not in compliance with
      Regulation S. 

    


    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    (4) The
      undersigned will, after expiration of the Restricted Period, offer, sell, pledge
      or otherwise transfer the Shares only pursuant to registration under the
      Securities Act or an available exemption therefrom and, in accordance with
      all
      applicable state and foreign securities laws.

    


    (5) The
      undersigned was not in the United States, engaged in, and prior to the
      expiration of the Restricted Period will not engage in, any short selling of
      or
      any hedging transaction with respect to the Shares, including without
      limitation, any put, call or other option transaction, option writing or equity
      swap.

    


    (6) Neither
      the undersigned nor or any person acting on the undersigned’s behalf has
      engaged, nor will engage, in any directed selling efforts to a U.S. Person
      with
      respect to the Shares and the Investor and any person acting on the
      undersigned’s behalf have complied and will comply with the “offering
      restrictions” requirements of Regulation S under the Securities
      Act.

    


    (7) The
      transactions contemplated by this Agreement have not been pre-arranged with
      a
      buyer located in the United States or with a U.S. Person, and are not part
      of a
      plan or scheme to evade the registration requirements of the Securities
      Act.

    


    (8) Neither
      the undersigned nor any person acting on the undersigned’s behalf has undertaken
      or carried out any activity for the purpose of, or that could reasonably be
      expected to have the effect of, conditioning the market in the United States,
      its territories or possessions, for any of the Shares. The undersigned agrees
      not to cause any advertisement of the Shares to be published in any newspaper
      or
      periodical or posted in any public place and not to issue any circular relating
      to the Shares, except such advertisements that include the statements required
      by Regulation S under the Securities Act, and only offshore and not in the
      U.S.
      or its territories, and only in compliance with any local applicable securities
      laws.

    


    (9) Each
      certificate representing the Shares shall be endorsed with the following
      legends, in addition to any other legend required to be placed thereon by
      applicable federal or state securities laws:

    


    (A) “THE
      SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED
      IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES
      ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE
      COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED
      UNDER THE SECURITIES ACT.”

    


    (B) “TRANSFER
      OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS
      OF
      REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT
      TO
      AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED
      UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    (10)
       The
      undersigned consents to the Company making a notation on its records or giving
      instructions to any transfer agent of the Company in order to implement the
      restrictions on transfer of the Shares set forth in this Section 2.

    


    (k) Accredited
      Investor.
      The
      undersigned is an “accredited investor” as that term is defined in Rule 501 of
      the General Rules and Regulations under the Securities Act by reason of Rule
      501(a)(3).

    


    (l) Potential
      Loss of Investment; Risk Factors.
      The
      undersigned understands that an investment in the Shares is a speculative
      investment which involves a high degree of risk and the potential loss of the
      undersigned’s entire investment. The
      undersigned understands that the following factors, among others, could cause
      the loss of any or all of the undersigned’s investment. 

    


    (1)
       The
      Company is a development stage company with no operating history for the
      undersigned to evaluate its business. The Company was incorporated in the State
      of Nevada in September 2006, and as a result is only in the very early stages
      of
      development. Because the Company has no operating history, it is difficult
      to
      evaluate its business and future prospects. The undersigned has also considered
      the uncertainties and difficulties frequently encountered by companies, such
      as
      the Company, in their early stages of development. The Company’s revenue and
      income potential is unproven and its business model is still emerging. If its
      business model does not prove to be profitable, the undersigned may lose all
      of
      the undersigned’s investment.

    


    (2)
       The
      Company currently does not have enough working capital to satisfy its capital
      needs. The Company is dependent upon its management team to fund its ongoing
      operations, and cannot be certain that future financing will be available to
      it
      on acceptable terms when it needs it. The Company can give no assurances that
      it
      will be able to sell any portion of this offering or that management will
      continue to fund its ongoing operations. This, along with the possibility of
      other factors and circumstances the Company cannot predict, may require it
      to
      seek additional financing faster than anticipated. If the Company is unable
      to
      obtain financing to meet its needs, the undersigned may lose of the
      undersigned’s investment. 

    


    (3)
       The
      Company’s officers and directors will only devote a limited amount of time to
      the Company. Their divided interests may hinder the Company's ability to
      generate revenue. This could result in missed business opportunities and
      worse-than-expected operating results. The undersigned may lose the
      undersigned’s entire investment.

    


    (4)
       Management
      has never operated in the industry in which it intends to operate. This lack
      of
      experience may result in the Company’s needing to employ outside experts that
      have such experience. The additional cost could result in a net operating loss
      and, ultimately, could result in the Company's failure. Management's
      inexperience may limit the Company’s ability to generate revenues. The Company
      may never achieve successful operations, and the undersigned may lose the
      undersigned’s entire investment.

    


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    (m) Investment
      Commitment.
      The
      undersigned's overall commitment to investments which are not readily marketable
      is not disproportionate to the undersigned's net worth, and an investment in
      the
      Shares will not cause such overall commitment to become excessive.

    


    (n) Receipt
      of Information.
      The
      undersigned has received all documents, records, books and other information
      pertaining to the undersigned’s investment in the Company that has been
      requested by the undersigned. 

    


    (o) Investor
      Questionnaire.
      The
      undersigned represents and warrants to the Company that all information that
      the
      undersigned has provided to the Company, including, without limitation, the
      information in the Investor Questionnaire attached hereto or previously provided
      to the Company (the “Investor Questionnaire”), is correct and complete as of the
      date hereof.

    


    (p) No
      Reliance.
      Other
      than as set forth herein, the undersigned is not relying upon any other
      information, representation or warranty by the Company or any officer, director,
      stockholder, agent or representative of the Company in determining to invest
      in
      the Shares. The undersigned has consulted, to the extent deemed appropriate
      by
      the undersigned, with the undersigned’s own advisers as to the financial, tax,
      legal and related matters concerning an investment in the Shares and on that
      basis believes that the undersigned’s or its investment in the Shares is
      suitable and appropriate for the undersigned.

    


    (q) No
      Governmental Review.
      The
      undersigned is aware that no federal or state agency has (i) made any finding
      or
      determination as to the fairness of this investment, (ii) made any
      recommendation or endorsement of the Shares or the Company, or (iii) guaranteed
      or insured any investment in the Shares or any investment made by the
      Company.

    


    (r) Price
      of Shares.
      The
      undersigned understands that the price of the Shares offered hereby bear no
      relation to the assets, book value or net worth of the Company and were
      determined arbitrarily by the Company. The undersigned further understands
      that
      there is a substantial risk of further dilution on the undersigned’s or its
      investment in the Company.

    


    SECTION
      4.

    


    4.1
       Company’s
      Representations and Warranties.
      The
      Company represents and warrants to the undersigned as follows:

    


    (a)  Organization
      of the Company.
      The
      Company is a corporation duly organized and validly existing and in good
      standing under the laws of the State of Nevada.

    


    (b) Authority.
      (i) The
      Company has the requisite corporate power and authority to enter into and
      perform its obligations under this Agreement and to issue the Shares; (ii)
      the
      execution and delivery of this Agreement by the Company and the consummation
      by
      it of the transactions contemplated hereby and thereby have been duly authorized
      by all necessary corporate action and no further consent or authorization of
      the
      Company or its Board of Directors or stockholders is required; and (iii) this
      Agreement has been duly executed and delivered by the Company and constitutes
      a
      valid and binding obligation of the Company enforceable against the Company
      in
      accordance with its terms, except as such enforceability may be limited by
      applicable bankruptcy, insolvency, or similar laws relating to, or affecting
      generally the enforcement of, creditors' rights and remedies or by other
      equitable principles of general application.

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    (c) Exemption
      from Registration; Valid Issuances.
      The
      sale and issuance of the Shares, in accordance with the terms and on the bases
      of the representations and warranties of the undersigned set forth herein,
      may
      and shall be properly issued by the Company to the undersigned pursuant to
      any
      applicable federal or state law. When issued and paid for as herein provided,
      the Shares shall be duly and validly issued, fully paid, and nonassessable.
      Neither the sales of the Shares pursuant to, nor the Company's performance
      of
      its obligations under, this Agreement shall (i) result in the creation or
      imposition of any liens, charges, claims or other encumbrances upon the Shares
      or any of the assets of the Company, or (ii) entitle the other holders of the
      Common Stock of the Company to preemptive or other rights to subscribe to or
      acquire the Common Stock or other securities of the Company. The Shares shall
      not subject the undersigned to personal liability by reason of the ownership
      thereof. 

    


    (d) No
      General Solicitation or Advertising in Regard to this
      Transaction.
      Neither
      the Company nor any of its affiliates nor any person acting on its or their
      behalf (i) has conducted or will conduct any general solicitation (as that
      term
      is used in Rule 502(c) of Regulation D) or general advertising with respect
      to
      any of the Shares, or (ii) made any offers or sales of any security or solicited
      any offers to buy any security under any circumstances that would require
      registration of the Common Stock under the Securities Act.

    


    SECTION
      5.

    


    5.1  Indemnity.
      The
      undersigned agrees to indemnify and hold harmless the Company, its officers
      and
      directors, employees and its affiliates and their respective successors and
      assigns and each other person, if any, who controls any thereof, against any
      loss, liability, claim, damage and expense whatsoever (including, but not
      limited to, any and all expenses whatsoever reasonably incurred in
      investigating, preparing or defending against any litigation commenced or
      threatened or any claim whatsoever) arising out of or based upon any false
      representation or warranty or breach or failure by the undersigned to comply
      with any covenant or agreement made by the undersigned herein or in any other
      document furnished by the undersigned to any of the foregoing in connection
      with
      this transaction.

    


    5.2 Modification.
      Neither
      this Agreement nor any provisions hereof shall be modified, discharged or
      terminated except by an instrument in writing signed by the party against whom
      any waiver, change, discharge or termination is sought.

    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    5.3 Notices.
      Any
      notice, demand or other communication which any party hereto may be required,
      or
      may elect, to give to anyone interested hereunder shall be sufficiently given
      if
      (a) deposited, postage prepaid, in a United States mail letter box, registered
      or certified mail, return receipt requested, addressed to such address as may
      be
      given herein, or (b) delivered personally at such address.

    


    5.4 Counterparts.
      This
      Agreement may be executed through the use of separate signature pages or in
      any
      number of counterparts and by facsimile, and each of such counterparts shall,
      for all purposes, constitute one agreement binding on all parties,
      notwithstanding that all parties are not signatories to the same counterpart.
      Signatures may be facsimiles.

    


    5.5 Binding
      Effect.
      Except
      as otherwise provided herein, this Agreement shall be binding upon and inure
      to
      the benefit of the parties and their heirs, executors, administrators,
      successors, legal representatives and assigns. If the undersigned is more than
      one person, the obligation of the undersigned shall be joint and several and
      the
      agreements, representations, warranties and acknowledgments herein contained
      shall be deemed to be made by and be binding upon each such person and such
      person’s heirs, executors, administrators and successors.

    


    5.6 Entire
      Agreement.
      This
      Agreement and the documents referenced herein contain the entire agreement
      of
      the parties and there are no representations, covenants or other agreements
      except as stated or referred to herein and therein.

    


    5.7 Assignability.
      This
      Agreement is not transferable or assignable by the undersigned.

    


    5.8 Applicable
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, without giving effect to conflicts of law
      principles.

    


    5.9 Pronouns.
      The use
      herein of the masculine pronouns "him" or "his" or similar terms shall be deemed
      to include the feminine and neuter genders as well and the use herein of the
      singular pronoun shall be deemed to include the plural as well.

    


    5.10
       Further
      Assurances.
      Upon
      request from time to time, the undersigned shall execute and deliver all
      documents, take all rightful oaths and do all other acts that may be necessary
      or desirable, in the reasonable opinion of the Company or its counsel, to effect
      the subscription for the Shares in accordance herewith.

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, the undersigned has executed this Agreement on the  
      day of
      ________________, 2006.

    


    Amount
      of
      Investment:

    


    $_____________________

    


    INDIVIDUAL
      INVESTOR:

    


    


    ______________________

    Name:

    


    


    PARTNERSHIP,
      CORPORATION, TRUST,

    CUSTODIAL
      ACCOUNT, OTHER INVESTOR

    


    ______________________________

    (Name
      of
      Entity) 

    


    


    By: __________________

    Name:

    Title:

    Address:

     

    Taxpayer
      Identification Number:_____________

     

     

    
      
         

      

      
        10

        
          

        

      

      
         

      

    



    ACCEPTANCE
      OF SUBSCRIPTION

    


    (to
      be
      filed out only
      by the
      Company)

    


    The
      Company hereby accepts the above application for subscription for Shares on
      behalf of the Company.

    


    Dated:
      October ___, 2006

    


    


    BEST
      CARE, INC.

    


    


    By:______________________________

    Name: Haim
      Perlstein

    Title: President,
      Secretary, Treasurer, and 

    Director

    


    



    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    BEST
      CARE, INC.

    


    


    INVESTOR
      QUESTIONNAIRE

    


    
      	
              A.

            	
              General
                Information

            	 
	 	 	 
	
              1.

            	
              Print
                Full Name of Investor:

            	
              Individual:

            
	 	 	
              ______________________________

            
	 	 	
              First,
                Middle, Last

            
	 	 	 
	 	 	
              Partnership,
                Corporation, Trust, Custodial Account, Other:

            
	 	 	 
	 	 	
              ____________________________________________________________

            
	 	 	
              Name
                of Entity

            
	 	 	 
	
              2.

            	
              Address
                for Notices:

            	
              ____________________________________________________________

            
	 	 	
              ______________________________

            
	 	 	
              ____________________________________________________________

            
	 	 	 
	
              3.

            	
              Name
                of Primary Contact Person:

              Title:

            	
              ____________________________________________________________

            
	 	 	 
	
              4.

            	
              Telephone
                Number:

            	
              ______________________________

            
	 	 	 
	
              5.

            	
              E-Mail
                Address: 

            	
              ____________________________________________________________

            
	 	 	 
	
              6.

            	
              Facsimile
                Number:

              Permanent
                Address:

            	
              ____________________________________

            
	
               

              7.

            	
               

              Permanent
                Address:

              (if
                different from Address for Notices above)

            	
               

              ____________________________________________________________

            


    

    


    
      
         

      

      
        12

        
          

        

      

      
         

      

    

    
      	
              8.

            	
              Authorized
                Signatory:

              Title:

            	
              ____________________________________

              ____________________________________

            
	 	
              Telephone
                Number:

            	
              ____________________________________

            
	 	
              Facsimile
                Number:

            	
              ____________________________________

            


    

    


    B. Accredited
      Investor Status

    


    The
      Investor represents and warrants that the Investor is an “accredited investor”
within the meaning of Rule 501 of Regulation D under the Securities Act of
      1933,
      as amended (the “Securities Act”), and has checked the box or boxes below which
      are next to the categories under which the Investor qualifies as an accredited
      investor:

     

    


    
      	
              FOR
                INDIVIDUALS:

            
	
              o

            	
              A
                natural person with individual net worth (or joint net worth with
                spouse)
                in excess of $1 million. For purposes of this item, “net worth” means the
                excess of total assets at fair market value, including home, home
                furnishings and automobiles (and including property owned by a spouse),
                over total liabilities.

            
	 	 
	
              o

            	
              A
                natural person with individual income (without including any income
                of the
                Investor’s spouse) in excess of $200,000, or joint income with spouse of
                $300,000, in each of the two most recent years and who reasonably
                expects
                to reach the same income level in the current year.

            
	 	 	 
	
              FOR
                ENTITIES:

            
	 	 
	
              o

            	
              A
                bank as defined in Section 3(a)(2) of the Securities Act or any savings
                and loan association or other institution as defined in Section 3(a)(5)(A)
                of the Securities Act, whether acting in its individual or fiduciary
                capacity.

            
	 	 
	
              o

            	
              An
                insurance company as defined in Section 2(13) of the Securities
                Act.

            
	 	 
	
              o

            	
              A
                broker-dealer registered pursuant to Section 15 of the Securities
                Exchange
                Act of 1934.

            
	 	 
	
              o

            	
              An
                investment company registered under the Investment Company Act of
                1940, as
                amended (the “Investment Company Act”). If an Investor has checked this
                box, please contact David Lubin, Esq. at (516) 887-8200 for additional
                information that will be required.

            


    

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

    
      	 	 
	
              o

            	
              A
                business development company as defined in Section 2(a)(48) of the
                Investment Company Act.

            
	 	 
	
              o

            	
              A
                small business investment company licensed by the Small Business
                Administration under Section 301(c) or (d) of the Small Business
                Investment Act of 1958.

            
	 	 
	
              o

            	
              A
                private business development company as defined in Section 202(a)(22)
                of
                the Investment Advisers Act of 1940. If an Investor has checked this
                box,
                please contact David Lubin, Esq. at (516) 887-8200 for additional
                information that will be required.

            
	 	 
	
              o

            	
              An
                organization described in Section 501(c)(3) of the Internal Revenue
                Code,
                a corporation, Massachusetts or similar business trust, or partnership,
                not formed for the specific purpose of acquiring the Shares, with
                total
                assets in excess of $5 million.

            
	 	 
	
              o

            	
              A
                trust with total assets in excess of $5 million not formed for the
                specific purpose of acquiring the Shares, whose purchase is directed
                by a
                person with such knowledge and experience in financial and business
                matters as to be capable of evaluating the merits and risks of an
                investment in the Company and the purchase of the
                Shares.

            
	 	 
	
              o

            	
              An
                employee benefit plan within the meaning of ERISA if the decision
                to
                invest in the Shares is made by a plan fiduciary, as defined in Section
                3(21) of ERISA, 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 million or, if a
                self-directed plan, with investment decisions made solely by persons
                that
                are accredited investors.

            
	 	 
	
              o

            	
              A
                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 the plan has total assets in
                excess
                of $5 million.

            


    

    


    
      
         

      

      
        14

        
          

        

      

      
         

      

    


    


    
      	 	 
	
              o

            	
              An
                entity, including a grantor trust, in which all of the equity owners
                are
                accredited investors as determined under any of the foregoing paragraphs
                (for this purpose, a beneficiary of a trust is not an equity owner,
                but
                the grantor of a grantor trust is an equity
                owner).

            


    

    


    C.
       Supplemental
      Data for Entities

    


    1. If
      the
      Investor is not a natural person, furnish the following supplemental data
      (natural persons may skip this Section C of the Investor
      Questionnaire):

    


    Legal
      form of entity (trust, corporation, partnership, etc.):
      _________________________ 

     

    


    Jurisdiction
      of organization: ________________________________________________

    


    2.
       Was
      the
      Investor organized for the specific purpose of acquiring the
      Shares?

    


    
      	
              o
                Yes

            	
              o
                No

            


    

    


    If
      the
      answer to the above question is “Yes,” please contact David Lubin, Esq. at (516)
      887-8200 for additional information that will be required.

    


    3.
       Are
      shareholders, partners or other holders of equity or beneficial interest in
      the
      Investor able to decide individually whether to participate, or the extent
      of
      their participation, in the Investor’s investment in the Company (i.e., can
      shareholders, partners or other holders of equity or beneficial interest in
      the
      Investor determine whether their capital will form part of the capital invested
      by the Investor in the Company)?

    


    
      	
              o
                Yes

            	
              o
                No

            


    

    


    


    If
      the
      answer to the above question is “Yes,” please contact David Lubin, Esq. at (516)
      887-8200 for additional information that will be required.

    


    4(a).
       Please
      indicate whether or not the Investor is, or is acting on behalf of, (i) an
      employee benefit plan within the meaning of Section 3(3) of ERISA, whether
      or not such plan is subject to ERISA,
      or (ii)
      an entity which is deemed to hold the assets of any such employee benefit plan
      pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a
      foreign corporation, governmental entity or church, a Keogh plan covering no
      common-law employees and an individual retirement account are employee benefit
      plans within the meaning of Section 3(3) of ERISA but generally are not subject
      to ERISA (collectively, “Non-ERISA
      Plans”).
      In
      general, a foreign or US entity which is not an operating company and which
      is
      not publicly traded or registered as an investment company under the Investment
      Company Act of 1940, as amended, and in which 25% or more of the value of any
      class of equity interest is held by employee pension or welfare plans (including
      an entity which is deemed to hold the assets of any such plan), would be deemed
      to hold the assets of one or more employee benefit plans pursuant to 29 C.F.R.
§
2510.3-101. However, if only Non-ERISA Plans were invested in such an entity,
      the entity generally would not be subject to ERISA. For purposes of determining
      whether this 25% threshold has been met or exceeded, the value of any equity
      interest held by a person (other than such a plan or entity) who has
      discretionary authority or control with respect to the assets of the entity,
      or
      any person who provides investment advice for a fee (direct or indirect) with
      respect to such assets, or any affiliate of such a person, is
      disregarded.

    


    
      
         

      

      
        15

        
          

        

      

      
         

      

    

    
      	
              o
                Yes

            	
              o
                No

            


    

    


    4(b).
       If
      the
      Investor is, or is acting on behalf of, such an employee benefit plan, or is
      an
      entity deemed to hold the assets of any such plan or plans, please indicate
      whether or not the Investor is subject to ERISA.

    


    
      	
              o
                Yes

            	
              o
                No

            


    

    


    4(c.) If
      the
      Investor answered “Yes” to question 4.(b) and the Investor is investing the
      assets of an insurance company general account, please indicate what percentage
      of the Investor’s assets the purchase of the Shares is subject to ERISA.
      ___________%.

    


    5.
       Does
      the
      amount of the Investor’s subscription for the Shares in the Company exceed 40%
      of the total assets (on a consolidated basis with its subsidiaries) of the
      Investor?

    


    
      	
              o
                Yes

            	
              o
                No

            


    

    


    If
      the
      question above was answered “Yes,” please contact David Lubin, Esq. at (516)
      887-8200 for additional information that will be required.

    


    6(a). Is
      the
      Investor a private investment company which is not registered under the
      Investment Company Act, in reliance on Section 3(c)(1) or Section 3(c)(7)
      thereof?

    


    
      	
              o
                Yes

            	
              o
                No

            


    

    


    6(b).
       If
      the
      question above was answered “Yes,” was the Investor formed prior to April 30,
      1996?

    


    
      	
              o
                Yes

            	
              o
                No

            


    

    


    If
      the
      questions set forth in (a) and (b) above were both answered “Yes,” please
      contact David Lubin, Esq. at (516) 887-8200 for additional information that
      will
      be required.

    


    7(a).
       Is
      the
      Investor a grantor trust, a partnership or an S-Corporation for US federal
      income tax purposes?

    


    
      	
              o
                Yes

            	
              o
                No

            


    

    


    
      
         

      

      
        16

        
          

        

      

      
         

      

    

    7(b).
       If
      the
      question above was answered “Yes,” please indicate whether or not:

    


    (i)
      more
      than 50 percent of the value of the ownership interest of any beneficial owner
      in the Investor is (or may at any time during the term of the Company be)
      attributable to the Investor’s (direct or indirect) interest in the Company;
      or

     

    


    
      	
              o
                Yes

            	
              o
                No

            


    

    


    (ii)
      it
      is a principal purpose of the Investor’s participation in the Company to permit
      the Partnership to satisfy the 100 partner limitation contained in US Treasury
      Regulation Section 1.7704-1(h)(3).

     

    


    
      	
              o
                Yes

            	
              o
                No

            


    

    


    If
      either
      question above was answered “Yes,” please contact David Lubin, Esq. at (516)
      887-8200 for additional information that will be required.

    


    8. If
      the
      Investor’s tax year ends on a date other than December 31, please indicate such
      date below:

    


    
      	 	
              ____________________________________

            
	 	
              (Date)

            


    

    


    D.  Related
      Parties

    


    1.  To
      the
      best of the Investor’s knowledge, does the Investor control, or is the Investor
      controlled by or under common control with, any other investor in the
      Company?

    


    
      	
              o
                Yes

            	
              o
                No

            


    

    


    If
      the
      answer above was answered “Yes”, please identify such related investor(s)
      below.

    


    Name(s)
      of related investor(s):
      ______________________________________________

    ____________________________________________________________________________________________________________________________________________________________

    


    2. Will
      any
      other person or persons have a beneficial interest in the Shares to be acquired
      hereunder (other than as a shareholder, partner, or other beneficial owner
      of
      equity interest in the Investor)?

    


    
      	
              o
                Yes

            	
              o
                No

            


    

    


    
      
         

      

      
        17

        
          

        

      

      
         

      

    

    If
      either
      question above was answered “Yes”, please contact David Lubin, Esq. at (516)
      887-8200 for additional information that will be required.

    


    


    The
      Investor understands that the foregoing information will be relied upon by
      the
      Company for the purpose of determining the eligibility of the Investor to
      purchase the Shares. The Investor agrees to notify the Company immediately
      if
      any representation or warranty contained in this Subscription Agreement,
      including this Investor Questionnaire, becomes untrue at any time. The Investor
      agrees to provide, if requested, any additional information that may reasonably
      be required to substantiate the Investor’s status as an accredited investor or
      to otherwise determine the eligibility of the Investor to purchase the Shares.
      The Investor agrees to indemnify and hold harmless the Company and each officer,
      director, shareholder, agent and representative of the Company and their
      respective affiliates and successors and assigns from and against any loss,
      damage or liability due to or arising out of a breach of any representation,
      warranty or agreement of the Investor contained herein.

    


    


    
      	 	
              INDIVIDUAL:

            
	 	 
	 	
              ____________________________________

            
	 	
              (Signature)

            
	 	 
	 	
              ____________________________________

            
	 	
              (Print
                Name)

            
	 	 
	 	
              PARTNERSHIP,
                CORPORATION, TRUST, CUSTODIAL ACCOUNT, OTHER:

            
	 	 
	 	
              ___________________________________

            
	 	
              (Name
                of Entity)

            
	 	 
	 	
              By:
                ________________________________

            
	 	
              (Signature)

            
	 	 
	 	
              ________________________________

            
	 	
              (Print
                Name and Title)

            


    

    


    
      
         

      

      
        18

        
          

        

      

      
         

      

    


    Annex
      1

    


    DEFINITION
      OF “INVESTMENTS”

    


    The
      term
“investments” means: 

    


    (1) Securities,
      other than securities of an issuer that controls, is controlled by, or is under
      common control with, the Investor that owns such securities, unless the issuer
      of such securities is:

    


    (i) An
      investment company or a company that would be an investment company but for
      the
      exclusions or exemptions provided by the Investment Company Act, or a commodity
      pool; or

    


    (ii) a
      Public
      Company (as defined below);

    


    (iii) A
      company
      with shareholders’ equity of not less than $50 million (determined in accordance
      with generally accepted accounting principles) as reflected on the company’s
      most recent financial statements, provided that such financial statements
      present the information as of a date within 16 months preceding the date on
      which the Investor acquires Shares;

    


    (2) Real
      estate held for investment purposes;

    


    (3) Commodity
      Shares (as defined below) held for investment purposes;

    


    (4) Physical
      Commodities (as defined below) held for investment purposes;

    


    (5) To
      the
      extent not securities, Financial Contracts (as defined below) entered into
      for
      investment purposes;

    


    (6) In
      the
      case of an Investor that is a company that would be an investment company but
      for the exclusions provided by Section 3(c)(1) or 3(c)(7) of the Investment
      Company Act, or a commodity pool, any amounts payable to such Investor pursuant
      to a firm agreement or similar binding commitment pursuant to which a person
      has
      agreed to acquire an interest in, or make capital contributions to, the Investor
      upon the demand of the Investor; and

    


    (7) Cash
      and
      cash equivalents held for investment purposes.

    


    Real
      Estate that is used by the owner or a Related Person (as defined below) of
      the
      owner for personal purposes, or as a place of business, or in connection with
      the conduct of the trade or business of such owner or a Related Person of the
      owner, will NOT be considered Real Estate held for investment purposes, provided
      that real estate owned by an Investor who is engaged primarily in the business
      of investing, trading or developing real estate in connection with such business
      may be deemed to be held for investment purposes. However, residential real
      estate will not be deemed to be used for personal purposes if deductions with
      respect to such real estate are not disallowed by section 280A of the Internal
      Revenue Code of 1986, as amended. 

    


    
      
         

      

      
        19

        
          

        

      

      
         

      

    

    A
      Commodity Interest or Physical Commodity owned, or a Financial Contract entered
      into, by the Investor who is engaged primarily in the business of investing,
      reinvesting, or trading in Commodity Shares, Physical Commodities or Financial
      Contracts in connection with such business may be deemed to be held for
      investment purposes.

    


    “Commodity
      Shares” means commodity futures contracts, options on commodity futures
      contracts, and options on physical commodities traded on or subject to the
      rules
      of:

    


    (i) Any
      contract market designated for trading such transactions under the Commodity
      Exchange Act and the rules thereunder; or

    


    (ii) Any
      board
      of trade or exchange outside the United States, as contemplated in Part 30
      of
      the rules under the Commodity Exchange Act.

    


    “Public
      Company” means a company that:

    


    (i) files
      reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934,
      as amended; or

    


    (ii) has
      a
      class of securities that are listed on a Designated Offshore Securities Market,
      as defined by Regulation S of the Securities Act.

    


    “Financial
      Contract” means any arrangement that:

    


    (i) takes
      the
      form of an individually negotiated contract, agreement, or option to buy, sell,
      lend, swap, or repurchase, or other similar individually negotiated transaction
      commonly entered into by participants in the financial markets;

    


    (ii) is
      in
      respect of securities, commodities, currencies, interest or other rates, other
      measures of value, or any other financial or economic interest similar in
      purpose or function to any of the foregoing; and

    


    (iii) is
      entered into in response to a request from a counter party for a quotation,
      or
      is otherwise entered into and structured to accommodate the objectives of the
      counterparty to such arrangement.

    


    “Physical
      Commodities” means any physical commodity with respect to which a Commodity
      Interest is traded on a market specified in the definition of Commodity Shares
      above.

    


    “Related
      Person” means a person who is related to the Investor as a sibling, spouse or
      former spouse, or is a direct lineal descendant or ancestor by birth or adoption
      of the Investor, or is a spouse of such descendant or ancestor, provided that,
      in the case of a Family Company, a Related Person includes any owner of the
      Family Company and any person who is a Related Person of such an owner. “Family
      Company” means a company that is owned directly or indirectly by or for two or
      more natural persons who are related as siblings or spouse (including former
      spouses), or direct lineal descendants by birth or adoption, spouses of such
      persons, the estates of such persons, or foundations, charitable organizations
      or trusts established for the benefit of such persons.

    


    
      
         

      

      
        20

        
          

        

      

      
         

      

    

    For
      purposes of determining the amount of investments owned by a company, there
      may
      be included investments owned by majority-owned subsidiaries of the company
      and
      investments owned by a company (“Parent Company”) of which the company is a
      majority-owned subsidiary, or by a majority-owned subsidiary of the company
      and
      other majority-owned subsidiaries of the Parent Company. 

    


    In
      determining whether a natural person is a qualified purchaser, there may be
      included in the amount of such person’s investments any investment held jointly
      with such person’s spouse, or investments in which such person shares with such
      person’s spouse a community property or similar shared ownership interest. In
      determining whether spouses who are making a joint investment in the Partnership
      are qualified purchasers, there may be included in the amount of each spouse’s
      investments any investments owned by the other spouse (whether or not such
      investments are held jointly). There shall be deducted from the amount of any
      such investments any amounts specified by paragraph 2(a) of Annex 2 incurred
      by
      such spouse. 

    


    In
      determining whether a natural person is a qualified purchaser, there may be
      included in the amount of such person’s investments any investments held in an
      individual retirement account or similar account the investments of which are
      directed by and held for the benefit of such person.

    
      
         

      

      
        21

        
          

        

      

      
         

      

    



    Annex
      2

    


    VALUATIONS
      OF INVESTMENTS

    


    The
      general rule for determining the value of investments in order to ascertain
      whether a person is a qualified purchaser is that the value of the aggregate
      amount of investments owned and invested on a discretionary basis by such person
      shall be their fair market value on the most recent practicable date or their
      cost. This general rule is subject to the following provisos:

    


    (1) In
      the
      case of Commodity Shares, the amount of investments shall be the value of the
      initial margin or option premium deposited in connection with such Commodity
      Shares; and

    


    (2) In
      each
      case, there shall be deducted from the amount of investments owned by such
      person the following amounts:

    


    (i) The
      amount of any outstanding indebtedness incurred to acquire the investments
      owned
      by such person.

    


    (ii) A
      Family
      Company, in addition to the amounts specified in paragraph (a) above, shall
      have
      deducted from the value of such Family Company’s investments any outstanding
      indebtedness incurred by an owner of the Family Company to acquire such
      investments.

     

    
      
         

      

        22