PRIDE
      BUSINESS DEVELOPMENT HOLDINGS, INC.

    


    


    SUBSCRIPTION
      AGREEMENT

    


    


    


    INSTRUCTIONS

    


    


    IMPORTANT:
      PLEASE READ CAREFULLY BEFORE SIGNING.

    SIGNIFICANT
      REPRESENTATIONS ARE CONTAINED IN THIS DOCUMENT.

    


    


    
      	 	
              1.

            	
              Individual
                Investors
                must fill in their name and amount subscribed for and complete the
                requested information on pages 9 and 10 and sign the signature page
                on
                page 10.

            


    

    


    
      	 	
              2.

            	
              Entity
                Investors
                must fill in their name and amount subscribed for and complete the
                requested information on pages 11 and 12 and if applicable, page
                14 and
                sign the signature page on page 12 and if applicable, page
                13.

            


    

    


    
      	 	
              3.

            	
              Every
                Investor
                must complete the NASD questionnaire found on pages 14 through 19,
                and
                sign the signature page on page 19.

            


    

    


    
      	 	
              4.

            	
              Every
                Investor 

            


    

    


    U.S.
      Taxpayers:
      Please
      complete the Form W-9, Request for Taxpayer Identification Number and
      Certification, and return it along with the rest of this Subscription Agreement
      to the Partnership. You do not need to fill out the Form W-8BEN.

    


    Non-U.S.
      Taxpayers:
      Please
      complete the Form W-8BEN, Certificate of Foreign Status of Beneficial Owner
      for
      U.S. Tax Withholding, and return it along with the rest of this Subscription
      Agreement to the Partnership. You do not need to fill out the Form
      W-9.

    


    Note:
      Certain
      non-U.S. taxpayers (including those that are engaged in a U.S. trade or
      business, are foreign governments or are foreign intermediaries), instead of
      completing Form W-8BEN, will need to complete either (i) Form W-8ECI,
      Certificate of Foreign Person's Claim for Exemption From Withholding on Income
      Effectively Connected With the Conduct Of a Trade or Business in the United
      States; (ii) Form W-8EXP, Certificate of Foreign Government Or Other Foreign
      Organization for United States Tax Withholding; or (iii) Form W-8IMY,
      Certificate of Foreign Intermediary, Foreign Partnership, or Certain U.S.
      Branches for U.S. Tax Withholding. These forms, and their instructions, may
      be
      obtained from the General Partner or from the Internal Revenue Service world
      wide web site at http://www.irs.gov/forms_pubs/forms.html. Again, in such case
      you do not need to fill out the Form W-9.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Whether
      you are filling out the Form W-9 or the Form W-8BEN (or W-8ECI, W-8EXP or
      W-8IMY), please complete the information requested therein and return the Form,
      along with this Subscription Agreement. 

    Do
      not file any of the above forms with the Internal Revenue
      Service.

    


    


    DELIVER
      THE EXECUTED AGREEMENTS AND NASD QUESTIONNAIRE AND TAX FORM
      TO:

    


    Pride
      Business Development Holdings, Inc.

    1230
      Calle Suerte

    Camarillo,
      California 93012

    Fax:
      (805) 322-6515

    Tel:
      (866) 868-0461 (toll free)

    


    ALONG
      WITH PAYMENT FOR THE SHARES SUBSCRIBED FOR

    


    


    If
      you have any questions regarding this form, please contact Ari L. Markow at
      the
      Issuer. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SUBSCRIPTION
      AGREEMENT

    


    This
      Subscription Agreement is executed by Pride Business Development Holdings,
      Inc.,
      a Nevada corporation, with an office at 1230 Calle Suerte, Camarillo, California
      93012 (hereinafter referred to as the “ISSUER”) and the undersigned, with an
      office/residence at the address on the signature page hereof (hereinafter
      referred to as the (“SUBSCRIBER”).

    


    The
      ISSUER will sell units (“Units”) in an offering on a “no minimum, 50 Unit
      maximum basis”, at US$25,000.00 per Unit (subscriptions
      for fractional Units are permitted and may be accepted at ISSUER’S
      discretion).
      Each
      Unit consists of 50,000 shares of common stock, US$.001 par value (the “Shares”)
      and 50,000 warrants (the “Warrant”) to acquire 50,000 Shares of the ISSUER at an
      exercise price of USD$1.00 per Share, exercisable for period commencing on
      the
      closing of this offering and ending one year after the closing of this offering,
      or earlier, subject to the terms and conditions of the Warrant. Following the
      ISSUER’s receipt of subscription funds into its account the ISSUER shall direct
      its transfer agent to issue the stock certificate representing the Shares
      subscribed and to be sent by the transfer agent to the SUBSCRIBER. The offering
      will continue until the ISSUER in its sole discretion decides to terminate
      the
      offering. There will be no notice of the termination of the offering to any
      persons, including SUBSCRIBER. Subscriptions may be rejected, in whole or in
      part, in which case the ISSUER will return the subscription funds, without
      interest, after deduction of the amount due for an accepted partial
      subscription, if any. This offering is being made by the ISSUER in reliance
      upon
      the exemption contained in Section 4(2) of the Securities Act of 1933, as
      amended ("Securities Act"). 

    


    Because
      the offering is being made on a no minimum basis, and there is no assurance
      that
      all the securities offered will be subscribed for, if you are an early
      investor/subscriber, you bear a disproportionate risk that your funds will
      be
      the only ones received by the ISSUER and will be inadequate to implement the
      ISSUER’s business plan. All funds delivered to the ISSUER’s attorneys will be
      considered those of the ISSUER at the time of receipt, subject to the rights
      of
      creditors of the ISSUER.

    


    This
      Subscription Agreement has been entered into for the sale of the number of
      Units, set forth on the signature page hereof (“Units”).

    


    Each
      of
      the parties hereto hereby represents and warrants to, and agrees with, the
      other
      as follows:

    


    1. Agreement
      to Subscribe; Subscription Price.

    


    a. Subscription.
      SUBSCRIBER hereby subscribes for, and ISSUER agrees to sell the Units for an
      aggregate purchase price of US$25,000.00 times the number of Units subscribed
      for (“Purchase Price”). To subscribe, the SUBSCRIBER must complete the
      appropriate investor questionnaire, the NASD questionnaire, the signature page
      and complete the Internal Revenue Service Form, and return all four items to
      the
      ISSUER. (If you do not complete the required tax form, you may be subject to
      backup withholding taxes.)

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    b. Form
      of Payment.
      SUBSCRIBER shall pay the Purchase Price for the Units purchased hereunder by
      wire transfer of same day funds in United States Dollars to the attorneys of
      the
      ISSUER. ISSUER shall deliver one or more certificates representing the Shares
      to
      the SUBSCRIBER promptly after acceptance of the subscription, and send to the
      SUBSCRIBER a copy of this agreement countersigned by the ISSUER.

    


    Wired
      funds should be sent to the following:

    


    


    Bank
      of
      America

    Westlake
      Village, CA

    ABA:
      026
      009 593 

    Acct
      #
      06687-42811

    FBO:
      Pride Business Development Holdings, Inc.

    


    


    c. Irrevocable
      Subscription.
      This
      subscription by the SUBSCRIBER is irrevocable and may not be assigned,
      hypothecated or transferred. The Shares subject to this Subscription Agreement
      may not be assigned, hypothecated, transferred, sold or optioned prior to
      receipt of the stock certificate representing the Shares, and then only in
      accordance with this Subscription Agreement and the applicable Federal and
      state
      securities laws.

    


    2. Subscriber
      Representations.

    


    a. Transactional
      Representations.
      SUBSCRIBER represents, warrants to and agrees with ISSUER as
      follows:

    


    (i) SUBSCRIBER
      is purchasing the Units for its own account for investment purposes and not
      with
      a view toward distribution.

    


    (ii) SUBSCRIBER
      understands that the Units, including the Shares, have not been registered
      under
      the Securities Act and that such securities are “restricted securities” as
      defined in Rule 144 promulgated under the Securities Act. SUBSCRIBER further
      understands that the Units, including the Shares, may not be offered, resold,
      pledged or otherwise transferred by such SUBSCRIBER except: A) (1) pursuant
      to
      an effective registration statement under the Securities Act, or (2) pursuant
      to
      an available exemption from the registration requirements of the Securities
      Act;
      and B) in accordance with all applicable securities laws of the states of the
      United States and other jurisdictions;

    


    (iii) SUBSCRIBER
      understands that the purchase of the Units, including the Shares, involves
      a
      high degree of risk, including entire loss of the investment and further
      acknowledges that it can bear the economic risk of the purchase of the
      securities, including the total loss of its investment and the risk that the
      ISSUER may not sell all the Units offered and only raise a small portion of
      the
      funds sought;

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    (iv) SUBSCRIBER
      understands that the Units, including the Shares, are being offered and sold
      to
      it in reliance on specific exemptions from the registration requirements of
      federal and state securities laws and that the ISSUER is relying upon the truth
      and accuracy of the representations, warranties, agreements, acknowledgments
      and
      understandings of SUBSCRIBER set forth herein in order to determine the
      applicability of such exemptions and the suitability of SUBSCRIBER to acquire
      the securities;

    


    (v) SUBSCRIBER,
      and its independent advisors, are sufficiently experienced in financial and
      business matters to be capable of evaluating the merits and risks of its
      investment in the Units, including the Shares, and to make an informed decision
      relating thereto; and

    


    (vi) In
      evaluating its investment in the Units, including the Shares, SUBSCRIBER has
      consulted its own investment and/or legal and/or tax advisors and has
      determined, independent of the ISSUER, including its agents and representatives,
      that the investment being subscribed for by SUBSCRIBER is suitable for
      SUBSCRIBER.

    


    (vii) The
      SUBSCRIBER is not subscribing for Units, including 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.

    


    (viii) The
      SUBSCRIBER shall indemnify and hold harmless the ISSUER, and any officer,
      director, or control person of the ISSUER, who is or may be a party to, or
      is or
      may be threatened to be made a party to, any threatened, pending, or completed
      action, suit, or proceeding, whether civil, criminal, administrative, or
      investigative, by reason of, or arising from, any actual or alleged
      misrepresentation or misstatement of facts or omission to represent or state
      facts made or alleged to have been made by the SUBSCRIBER to the ISSUER (or
      any
      agent or representative of the ISSUER) or omitted or alleged to have been
      omitted by the SUBSCRIBER, concerning the SUBSCRIBER or the SUBSCRIBER’s
      authority to invest or financial position in connection with this offering,
      including, without limitation, any such misrepresentation, misstatement, or
      omission contained in the Questionnaire or any other document submitted by
      the
      SUBSCRIBER, against losses, liabilities, and expenses for which the ISSUER,
      or
      any officer, director, or control person of the ISSUER has not otherwise been
      reimbursed (including attorneys' fees, judgments, fines, and amounts paid in
      settlement) actually and reasonably incurred by the ISSUER, or such officer,
      director, or control person in connection with such action, suit, or
      proceeding.

    


    (ix) The
      SUBSCRIBER has been furnished with, and has carefully read this Subscription
      Agreement and is familiar with, and understands, the terms of the Offering.
      With
      respect to individual or partnership tax and other economic considerations
      involved in this investment, the undersigned is not relying on the ISSUER or
      any
      agent or representative of any of the ISSUER. The SUBSCRIBER has carefully
      considered and has, to the extent the SUBSCRIBER believes such discussion
      necessary, discussed with the SUBSCRIBER's professional legal, tax, accounting,
      and financial advisors the suitability of an investment in the Units, including
      the Shares, for the SUBSCRIBER's particular tax and financial situation and
      has
      determined that the Units, including the Shares, being subscribed for by the
      SUBSCRIBER are a suitable investment for the SUBSCRIBER.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (x) The
      SUBSCRIBER or the SUBSCRIBER's purchaser representative, as the case may be,
      has
      such knowledge and experience in financial, tax, and business matters so as
      to
      enable the SUBSCRIBER to utilize the information made available to the
      SUBSCRIBER in connection with the Offering to evaluate the merits and risks
      of
      an investment in the Units, including the Shares, and to make an informed
      investment decision with respect thereto.

    


    (xi) ISSUER
      represents, warrants to and agrees with SUBSCRIBER that it understands that
      the
      ISSUER’s press releases, websites and filings with the United States Securities
& Exchange Commission, contain references to future and prospective events
      which may or may not occur in the future as a result of matters both within
      and
      outside the control of the ISSUER and that SUBSCRIBER is not relying upon any
      of
      the future and prospective events set forth in the ISSUER’s press releases,
      websites and filings with the United States Securities & Exchange
      Commission, including any of its contents, in making its decision to invest
      in
      the Offering and the Units.

    


    (xii) IN
      MAKING AN INVESTMENT DECISION PURCHASERS, WHICH INCLUDES SUBSCRIBERS, MUST
      RELY
      ON THEIR OWN EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING
      THE MERITS AND RISKS INVOLVED. THE UNITS, INCLUDING THE SHARES, HAVE NOT BEEN
      RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
      AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE
      ACCURACY OR DETERMINED THE ADEQUACY OF THE DISCLOSURE MATERIALS OR THIS
      DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
      OFFENSE.

    
 

    b. Current
      Public Information.
      SUBSCRIBER acknowledges that SUBSCRIBER has been furnished with or has otherwise
      acquired copies of the ISSUER’s Annual Report on Form 10-KSB for the year ended
      December 31, 2005 and the Forms 10-QSB for the quarters ended March 31, 2006,
      June 30, 2006, September 30, 2006, and such other public information, all as
      filed with the Securities and Exchange Commission (the “SEC”). The public
      information includes information about the ISSUER’s wholly owned subsidiary,
      Bodyguard, Inc.

    


    c. Independent
      Investigation; Access.
      SUBSCRIBER acknowledges that, in making its decision to purchase the Units
      subscribed for, it has relied on the publicly available information about the
      ISSUER only and upon independent investigations made by it and its
      representatives, if any. SUBSCRIBER and such representatives, if any, prior
      to
      the sale to it of the securities offered hereby, have been given access to,
      and
      the opportunity to examine, all material books and records of the ISSUER (with
      materiality being determined by the ISSUER), all material contracts and
      documents relating to the ISSUER and this offering (with materiality being
      determined by the ISSUER) and an opportunity to ask questions of, and to receive
      answers from, executive officers of ISSUER concerning the ISSUER and the terms
      and conditions of this offering. SUBSCRIBER and its advisors, if any,
      acknowledge that they have received answers to any such inquiries and copies
      of
      documentary information requested.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    d. No
      Government Recommendation or Approval.
      SUBSCRIBER understands that no federal or state agency has passed on or made
      any
      finding or determination relating to the fairness of an investment in the Units,
      including the Shares, or has passed or made, or will pass on or make, any
      recommendation or endorsement of the Units, including the Shares.

    


    3. Issuer
      Representations.

    


    a. Authority;
      Corporate Action.
      ISSUER
      has all necessary corporate power and authority to enter into this Subscription
      Agreement and to consummate the transactions contemplated hereby and thereby.
      All corporate action necessary to be taken by ISSUER to authorize the execution,
      delivery and performance of this Subscription Agreement, and all other
      agreements and instruments delivered by ISSUER in connection with the
      transactions contemplated hereby and thereby has been duly and validly taken
      and
      this Subscription Agreement have been duly executed and delivered by ISSUER.
      Subject to the terms and conditions of this Subscription Agreement, it
      constitutes the valid, binding and enforceable obligation of ISSUER, enforceable
      in accordance with its terms, except as enforceability may be limited by (i)
      applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
      transfer or similar laws of general application now or hereafter in effect
      affecting the rights and remedies of creditors and by general principles of
      equity (regardless of whether enforcement is sought in a proceeding at law
      or in
      equity); and (ii) the applicability of the federal and state securities laws
      and
      public policy as to the enforceability of the indemnification provisions of
      Section 3 hereof. The sale by the ISSUER of the Units, including the Shares,
      does not conflict with the certificate of incorporation or by-laws of the
      ISSUER, or any material contract by which the ISSUER or its property is bound,
      or any federal or state laws or regulations or decree, ruling or judgment of
      any
      United States or state court applicable to the ISSUER or its
      property.

    


    b. Issuer
      Shares to Subscriber.
      The
      Units, including the Shares, issued to SUBSCRIBER pursuant to this Subscription
      Agreement will be duly authorized, validly issued, fully paid and
      non-assessable.

    


    c. SEC
      Documents.
      ISSUER’s Common Stock is registered pursuant to Section 12(g) of the Exchange
      Act. Since January 1, 2003, the ISSUER believes it has filed with the SEC all
      reports, schedules, forms, statements and other documents required to be filed
      (such reports, schedules, forms, statements and other documents are hereinafter
      referred to as the "SEC Documents"). To the best knowledge of the ISSUER, the
      financial statements of the ISSUER, included in the SEC Documents (the
      "Financial Statements") comply as to form in all material respects with
      applicable accounting requirements and the published rules and regulations
      of
      the SEC with respect thereto, have been prepared in accordance with GAAP applied
      on a consistent basis during the periods involved (except in the case of
      unaudited statements, as permitted by Rule 10-01 of Regulation S-X) and fairly
      present, in all material respects, the financial position of the ISSUER as
      of
      the dates thereof and the results of operations and cash flows for the periods
      then ended (on the basis stated therein and subject, in the case of unaudited
      quarterly statements, to the absence of complete notes and to normal year-end
      audit adjustments). However, the Form 10-QSB for the quarters ended June 30,
      2006 and September 30, 2006 have not been reviewed by independent auditors
      for
      the Company. Since the date of the Financial Statements for the quarter ended
      September 30, 2006, there has been no material adverse change in the financial
      condition of the ISSUER. To the best of the ISSUER’s knowledge, since the date
      of the filing of the Form 10-QSB for the quarter ended September 30, 2006,
      there
      have been no events relating to the business or financial condition of the
      ISSUER that requires the filing of a Report on Form 8-K by the
      ISSUER.

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    d. General
      Document Representation.
      To the
      best of ISSUER’s knowledge, the written materials of the ISSUER previously
      delivered to SUBSCRIBER in connection with this Subscription Agreement, at
      the
      time they were given to SUBSCRIBER, were true and accurate in all material
      respects. 

    


    4. Representations
      and Warranties Made at Closing; Indemnification.
      Each
      party making the representations and warranties contained in Sections 2 and
      3
      also represents and warrants that they shall be true and accurate as of the
      closing. If either party has knowledge, prior to the closing that any such
      representations and warranties made by it shall not be true and accurate in
      any
      respect, such party will give written notice of such fact to the other party
      specifying which representations and warranties are not true and accurate and
      the reasons therefor. The representations and warranties of each party shall
      survive the purchase and sale of the Units. Each party to this Subscription
      Agreement agrees to fully indemnify, defend and hold harmless the other party,
      its officers, directors, employees, agents and attorneys from and against any
      and all losses, claims, damages, liabilities and expenses, including reasonable
      attorneys’ fees and expenses, which may result from a breach of such party’s
      representations, warranties and covenants contained herein.

    


    5. Legend.
      SUBSCRIBER understands that the ISSUER will instruct its transfer agent to
      place
      a stop transfer order with respect to the certificates representing the Shares
      and that such certificates and agreements will bear the following legend or
      substantially similar: "The securities represented by this certificate have
      been
      acquired for investment and have not been registered under the Securities Act
      of
      1933, as amended (the "Securities Act"). Transfer of these securities is
      prohibited except pursuant to registration under the Securities Act or pursuant
      to an available exemption from registration.” 

    


    6. Placement
      Agent.
      The
      ISSUER has not engaged, consented to nor authorized a Placement Agent to act
      as
      agent of the ISSUER in connection with the transactions contemplated by this
      Subscription Agreement. The ISSUER will not pay a commission in connection
      with
      the transactions contemplated by this Subscription Agreement.

    


    7. Closing.
      The
      ISSUER will accept the subscriptions of all subscribers on a rolling basis,
      as
      it determines from time to time. The ISSUER may reject subscriptions in whole
      or
      in part. Funds of a SUBSCRIBER not applied to the Purchase Price will be
      returned to the SUBSCRIBER without interest. Each subscription is irrevocable
      by
      the SUBSCRIBER.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    8. Disclosure.
      Neither
      the ISSUER nor the SUBSCRIBER will disclose the terms of this Subscription
      Agreement without the written consent of the other party hereto, unless required
      by law or regulation or judicial action. 

    


    9. Governing
      Law.
      This
      Subscription Agreement shall be governed by and interpreted in accordance with
      the rulings of the laws of the State of California without regard to conflicts
      of law. The ISSUER and SUBSCRIBER each hereby agrees that any action, proceeding
      or claim against it arising out of, or relating in any way to this agreement
      shall be brought and enforced in the courts of the State of California, Ventura
      County, Los Angeles County or of the United States of America sitting in the
      State of California and irrevocably submits to such jurisdiction, which
      jurisdiction shall be exclusive. The ISSUER and SUBSCRIBER hereby waives any
      objection to such exclusive jurisdiction and that such courts represent an
      inconvenient forum. Any process or summons to be served upon the ISSUER and
      SUBSCRIBER may be served by transmitting a copy thereof by registered or
      certified mail, return receipt requested, postage prepaid, addressed to it
      at
      its address set forth herein. Such mailing shall be deemed personal service
      and
      shall be legal and binding upon the ISSUER and SUBSCRIBER in any action,
      proceeding or claim. SUBSCRIBER agrees that if it seeks to commence a suit
      in
      any other jurisdiction, it will reimburse ISSUER for the costs to enforce this
      provision and to remove to an appropriate California court all actions that
      have
      been commenced and are related thereto and terminate the action in the
      jurisdiction other than California. SUBSCRIBER hereby waives any and all rights
      it may have to a trial by jury.

    


    10. Entire
      Agreement.
      This
      Subscription Agreement, together with the questionnaires, constitutes the entire
      agreement among the parties hereof with respect to the subject matter hereof
      and
      supersedes any and all prior or contemporaneous representations, warrants,
      agreements and understandings in connection therewith. This Subscription
      Agreement may be amended only by a writing executed by all parties
      hereto.

    


    11. Notices.
      Any
      notice or other document required or permitted to be given or delivered to
      the
      parties to this Subscription Agreement shall be personally delivered or sent
      by
      facsimile or other form of electronic transmission to the party at the address
      or addresses or telecopier number on the signature page hereto. Unless otherwise
      specified in this agreement, all notices and other documents given under this
      agreement shall be deemed to have been duly given when delivered, if personally
      delivered, and when transmitted if sent by facsimile or other form of electronic
      transmission.

    


    12. Notice
      for Florida Residents.
      Pursuant to Section 517.016(11)(a) of the Florida Securities Act, if there
      are
      in excess of five persons with a residence in Florida, then all Florida
      Subscribers have a right to rescind their subscription agreements within three
      business days after the delivery of any consideration for the securities offered
      by the ISSUER. To withdraw the subscription, you must send, in writing, a
      statement of rescission to Mr. Ari L. Markow, Pride Business Development
      Holdings, Inc. 1230 Calle Suerte, Camarillo, California 93012.

    


    


    


    [SIGNATURE
      PAGES FOLLOW]

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    SIGNATURE
      PAGE FOR
      INDIVIDUAL SUBSCRIBER
      -
      COMPLETE ALL INFORMATION

    


    Name:
      ______________________ Name
      of Joint Subscriber
      (if
      any): _________________

    


    Residence
      Address:
      _____________________________________________________________

    


    Telephone:
      (H)________________ (W)____________________ Fax _______________

    


    Occupation:__________________Employer:___________________________________

    


    Business
      Address:
      _______________________________________________________________

    


    Send
      communications to:
       ̈ Home
          ̈ Office     
       ̈ E-Mail:______________________

    


    Age:
      _______________

    


    Social
      Security Number:
      ____________________

    


    Check
      manner in which securities are to be held:

    


    
      	
               ̈ Individual
                Ownership

               

            	
               ̈ Tenants
                in Common

            	
               ̈ Joint
                Tenants with

               Right
                of Survivorship

              (both
                parties must sign)

            
	 	 	 
	
               ̈ Community
                Property

            	 	
               ̈ Other
                (please indicate)

               

              _______________________

            


    

    Amount
      of Investment:

    


    Number
      of
      Units:______________

    


    Corresponding
      dollar amount (US$25,000.00 multiplied by number of Units):
      $_____________

    


    Accredited
      Investor Status For Individuals.
      (SUBSCRIBERS THAT ARE CORPORATIONS, LIMITED LIABILITY COMPANIES, PARTNERSHIPS,
      REVOCABLE TRUSTS, IRREVOCABLE TRUSTS, EMPLOYEE BENEFIT PLAN TRUSTS AND
      INDIVIDUAL RETIREMENT ACCOUNTS SHOULD IGNORE THE FOLLOWING QUESTIONS AND PROCEED
      TO THE ENTITY SIGNATURE PAGE). 

    


    (i) I
      am an
      accredited investor within the meaning of Section 2(15) of the Securities Act
      and Rule 501 promulgated thereunder because (check any boxes that
      apply):

    


    
      	
              o

            	
              My
                individual annual income during each of the two most recent years
                exceeded
                $200,000 and I expect my annual income during the current year will
                exceed
                $200,000.

            


    

    


     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
 

    
      	
              o

            	
              If
                I am married, my joint annual income with my spouse during each of
                the two
                most recent years exceeded $300,000 and I expect my joint annual
                income
                with my spouse during the current year will exceed
                $300,000.

            
	 	 
	
              o

            	
              My
                individual or joint (together with my spouse) net worth (including
                my
                home, home furnishings and automobiles) exceeds
                $1,000,000.

            


    

    


    (ii) The
      aggregate value of my assets is approximately $_________.

    


    (iii) My
      aggregate liabilities are approximately $___________.

    


    (iv) My
      current and expected income is:

    


    
      	
              YEAR

            	
              INCOME

            
	
              2006
                (Estimated)

            	
              $

            
	
              2005
                (Actual)

            	
              $

            
	
              2004
                (Actual)

            	
              $

            


    

    


    I
      hereby
      confirm the information set forth above is true and correct in all respects
      as
      of the date hereof and will be on the date of the purchase of the Units,
      including the Shares. 

    


    
      	
               

              ALL
                SUBSCRIBERS MUST SIGN AND PRINT NAME BELOW

               

              Signature:
                _________________________________________

               

              Print
                Name: ________________________________________ 

               

              Date:_____________________________________________

               

              Signature:_________________________________________ 

               

              Print
                Name:________________________________________

               

              Date:_____________________________________________

               

            	 	
               

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

               

              PRIDE
                BUSINESS DEVELOPMENT HOLDINGS, INC.

               

               

              By:______________________________________

               

              Name:____________________________________ 

               

              Title:_____________________________________

               

              Date:____________________________________

            


    

    


     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    SIGNATURE
      PAGE FOR ENTITY
      SUBSCRIBERS -
      COMPLETE ALL INFORMATION

    


    Name
      of Entity:
      _________________________________________________________________

    


    Address
      of Principal Office:_______________________________________________________

    


    Telephone:
      ____________________________ Fax:
      __________________________

    


    Taxpayer
      Identification Number:
      ____________________________

    


    Check
      type of Entity:

    
      	
               ̈

            	
              Employee
                Benefit Plan Trust

            	 	
               ̈

            	
              Limited
                Partnership

            	 	
               ̈

            	
              General
                Partnership

            	 	
               ̈

            	
              Individual
                Retirement Account

            
	 	 	 	 	 	 	 	 	 	 	 
	
               ̈

            	
              Limited
                Liability Company

            	 	
               ̈

            	
              Revocable
                Trust

            	 	
               ̈

            	
              Corporation

            	 	
               ̈

            	
              Other

              (please
                indicate)

            


    

    


    
      	 	
               ̈

            	
              Irrevocable
                Trust (If the Investor is an Irrevocable Trust, a supplemental
                questionnaire must be completed by the person directing the decision
                for
                the trust to determine by accredited investor status. Please contact
                the
                ISSUER for a copy of such supplemental
                questionnaire.)

            


    

    


    Amount
      of Investment:

    


    Number
      of
      Units:______________

    


    Corresponding
      dollar amount (US$25,000.00 multiplied by number of Units):
      $_____________

    


    Date
      of Formation or incorporation:
      ____________ State
      of Formation:
      __________________

    


    Describe
      the business of the Entity:
      ___________________________________________

    


    ________________________________________________________________________

    


    List
      the names and positions
      of the
      executive officers, managing members, partners or trustees authorized to act
      with respect to investments by the Entity generally and specify who has the
      authority to act with respect to this investment.

    


    
      	
              Name

            	
              Position

            	
              Authority
                for this investment (yes or no)

            
	 	 	 
	 	 	 
	 	 	 


    

    


     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    Accredited
      Investor Status for Entities.
      

    


    (a) Check
      all
      boxes which apply (IRA Entities can skip this question and go to
      (b)):

    


    
      	 	o	
              The
                Entity was not
                formed for the specific purpose of investing in the
                ISSUER

            


    

    
      	 	o	
              The
                Entity has total assets in excess of $5 million
                dollars

            


    

    


    
      	 	o	
              For
                Employee Benefit Plan Trusts Only:
                The decision to invest in the ISSUER, was made by a plan fiduciary,
                as
                defined in Section 3(21) of ERISA, who is either a bank, insurance
                company
                or registered investment advisor.

            


    

    


    (b) If
      you
      did not check the first two of the three boxes in Question (a) or
      if the
      Entity is an Individual Retirement Account, a Self-directed Employee Benefit
      Plan Trust or an Irrevocable Trust, list the name of each person
      who:

    


    (i) owns
      an
      equity interest in the Entity (i.e., each shareholder if the Entity is a
      corporation, each member if the Entity is a limited liability company and each
      partner if the Entity is a partnership); or

    


    (ii) is
      a
      grantor for the revocable trust or Individual Retirement Account;
      or

    


    (iii) is
      the
      person making the investment decision for a self-directed Employee Benefit
      Plan
      Trust; or

    


    (iv) is
      the
      person making the investment decisions for an Irrevocable Trust.

    


    EACH
      PERSON LISTED ABOVE MUST SEPARATELY COMPLETE AND SUBMIT TO THE ISSUER THE
      ANSWERS TO THE QUESTIONS FOLLOWING THE SIGNATURE BOX BELOW AND SIGN THE WRITTEN
      CONFIRMATION IMMEDIATELY FOLLOWING.

    


    
      	
              SUBSCRIBER:

               

               

               

              _________________________________________________________

              Signature
                of Authorized Signatory

               

              Name:____________________________________________ 

              Title:_____________________________________________

              Date:_____________________________________________

               

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

               

               

              PRIDE
                BUSINESS DEVELOPMENT HOLDINGS, INC

               

              By:
                _____________________________________

              Name:____________________________________

              Title:
                ____________________________________

              Date:____________________________________
                

            


    

    


     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    Accredited
      Investor Questions for Entity equity owners and investment decision
      makers

    


    (a) I
      am an
      accredited investor within the meaning of Section 2(15) of the Securities Act
      and Rule 501 promulgated thereunder because (check any boxes that
      apply):

    


    
      	
              o

            	
              My
                individual annual income during each of the two most recent years
                exceeded
                $200,000 and I expect my annual income during the current year will
                exceed
                $200,000.

            
	 	 
	
              o

            	
              If
                I am married, my joint annual income with my spouse during each of
                the two
                most recent years exceeded $300,000 and I expect my joint annual
                income
                with my spouse during the current year will exceed
                $300,000.

            
	 	 
	
              o

            	
              My
                individual or joint (together with my spouse) net worth (including
                my
                home, home furnishings and automobiles) exceeds
                $1,000,000.

            


    

    


    (b) The
      aggregate value of my assets is approximately $___________.

    


    (c) My
      aggregate liabilities are approximately $___________.

    


    (d) My
      current and expected income is:

    


    
      	
              YEAR

            	
              INCOME

            
	
              2006
                (Estimated)

            	
              $

            
	
              2005
                (Actual)

            	
              $

            
	
              2004
                (Actual)

            	
              $

            


    

    


    I
      hereby
      confirm the information set forth above is true and correct in all respects
      as
      of the date hereof and will be on the date of the purchase of
      Shares.

    


    


    


    Date:__________________________ Name:________________________

    


     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    PRIDE
      BUSINESS DEVELOPMENT HOLDINGS, INC.

    


    NASD
      QUESTIONNAIRE

    


    


    


    


    INSTRUCTIONS

    


    


    IMPORTANT:
      PLEASE READ CAREFULLY BEFORE SIGNING. SIGNIFICANT REPRESENTATIONS ARE CONTAINED
      IN THIS QUESTIONNAIRE.

    


    


    
      	 	
              1.

            	
              READ
                ALL DEFINITIONS ON PAGES 2 AND 3 BEFORE ANSWERING ANY
                QUESTIONS.

            


    

    


    
      	 	
              2.

            	
              EVERY
                PERSON MUST ANSWER QUESTIONS 1 THROUGH 7 AND SIGN ON PAGE
                6.

            


    

    


    


    If
      you
      have any questions regarding this questionnaire, please call Ari L. Markow,
      at,
      (866) 868-0461, President of the ISSUER.

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    


    DEFINITIONS
      FOR NASD QUESTIONNAIRE

    


    


    
      	Affiliate: 	 	An
              Affiliate of any person (for purposes hereof a “person” includes a
              partnership, corporation or other legal entity such as a trust or estate)
              is a person that controls, is controlled by or is under common control
              with such person. For purposes of this definition: 
	 	 	 
	 	 	
              (i) a
                person should be presumed to control a Member of the NASD if the
                person
                beneficially owns 10% or more of the outstanding voting securities
                of a
                Member of the NASD which is a corporation, or beneficially owns a
                partnership interest in 10% or more of the distributable profits
                or losses
                of a Member of the NASD which is a partnership; 

            
	 	 	 
	 	 	
              (ii) a
                Member of the NASD should be presumed to control a person if the
                Member of
                the NASD and Persons Associated with a Member of the NASD beneficially
                own
                10% or more of the outstanding voting securities of a person which
                is a
                corporation, or beneficially own a partnership interest in 10% or
                more of
                the distributable profits or losses of a person which is a partnership;
                and 

            
	 	 	 
	 	 	
              (iii) a
                person should be presumed to be under common control with a Member
                of the
                NASD if: 

            
	 	 	 
	 	 	
              (1) the
                same person controls both the Member of the NASD and such person
                by
                beneficially owning 10% or more of the outstanding voting securities
                of
                the Member of the NASD and other such person which is a corporation,
                or by
                beneficially owning a partnership interest in 10% or more of the
                distributable profits or losses of the Member of the NASD and other
                such
                person which is a partnership; or

            
	 	 	 
	 	 	
              (2) a
                person having the power to direct or cause the direction of the management
                or policies of the Member of the NASD also has the power to direct
                or
                cause the direction of the management or policies of the other entity
                in
                question. 

            
	 	 	 
	
              Immediate
                

              Family: 

            	 	The “Immediate Family” of any person,
              including an employee of or Person Associated with a Member of the
              NASD,
              includes the parents, mother-in-law, father-in-law, husband or wife,
              brother or sister, brother-in-law or sister-in-law, son-in-law or
              daughter-in-law, and children of such person or any other individual
              who
              is supported, directly or indirectly, to a material extent by such
              person. 
	 	 	 
	
              Member
                of 

              the
                NASD: 

            	 	A “Member of the NASD” is any
              broker or dealer admitted to membership in the NASD. 
	 	 	 
	
              NASD:

            	 	
              The
                National Association of Securities Dealers, Inc. 

            
	 	 	 
	
              Person

              Associated

              with
                a Member

              of
                the NASD: 

            	 	A “Person Associated with
              a Member
              of the NASD” is every sole proprietor, partner, officer, director or
              branch manager of any Member of the NASD, or any natural person occupying
              a similar status or performing similar functions, or any natural person
              engaged in the investment banking or securities business who is directly
              or indirectly controlling or controlled by such Member of the NASD
              (for
              example, any employee), whether or not any such person is registered
              or
              exempt from registration with the
              NASD. 


    

     

    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    Print
      Name:__________________________

    


    


    
      
        	1.	
                State
                  whether you or any of your Affiliates or any members of your Immediate
                  Family are

              


      

    

     

    (a) a
      Member
      of the NASD; 

     

     ̈ Yes     ̈ No

     

    (b) a
      Person
      Associated with a Member of the NASD; or

     

     ̈ Yes     ̈ No

     

    (c) an
      Affiliate of a Member of the NASD.

     

     ̈ Yes     ̈ No

     

    
      	
              2.

            	
              State
                whether you or any of your Affiliates own stock or other securities
                of any
                Member of the NASD or an Affiliate of a Member of the
                NASD.

            


    

     

     ̈ Yes     ̈ No

     

    
      	
              3.

            	
              State
                whether you or any of your Affiliates have made a subordinated loan
                to any
                Member of the NASD.

            


    

     

     ̈ Yes     ̈ No

     

    
      	
              4.

            	
              If
                you marked “Yes” to any of the questions above, please briefly describe
                the facts below, giving the names of the Members of the NASD to which
                your
                answer refers (including, for example, percentage of ownership, amount
                of
                loan and interest payable, applicable dates, names of Affiliates,
                immediate family, etc.).

            


      	 	 


      	 	 


      	 	 


      	 	 


      	 	 


      	 	 


    

    State
      whether you are an Immediate Family member of a partner of Graubard Miller,
      counsel to Pride Business Development Holdings, Inc.

    


     ̈ Yes     ̈ No

    


    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

     

    
      
        	6.	
                (a) State
                  whether you provide any consulting or other services to the
                  Company.

              


      

    

     

     ̈ Yes     ̈ No

     

    If
      you
      marked “Yes”, please briefly describe such services, including cash and non-cash
      compensation received and attach copies of written agreements or correspondence
      describing such services.

     

    
      	
            	
               

            


      	 	 


      	 	 


      	 	 


      	 	 


      	 	 


      	 	 


    

    
 

    
      	 	
              (b)

            	
              Please
                identify any of the following relationships you have with the Underwriter
                or any other Member of the NASD.

            


    

     

    

      
        	
                None

              	
                 ̈

              
	
                Advisor

              	
                 ̈

              
	
                Officer

              	
                 ̈

              
	
                Director

              	
                 ̈

              
	
                Trustee

              	
                 ̈

              
	
                Founder

              	
                 ̈

              
	
                Registered
                  Representative

              	
                 ̈

              
	
                5%
                  Stockholder

              	
                 ̈

              
	
                Employee

              	
                 ̈

              
	
                Immediate
                  Family

              	
                 ̈

              
	
                Broker/Dealer

              	
                 ̈

              
	
                Promoter

              	
                 ̈

              
	
                Consultant

              	
                 ̈

              
	
                Finder

              	
                 ̈

              
	
                Bridge
                  Lender

              	
                 ̈

              
	
                General
                  Partner

              	
                 ̈

              
	
                Limited
                  Partner

              	
                 ̈

              
	
                Equity
                  Investor

              	
                 ̈

              
	
                Client
                  or Customer

              	
                 ̈

              
	
                Subordinated
                  Debt Holder

              	
                 ̈

              
	
                Other

              	
                 ̈

              


      

    

     

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

     

     

    Please
      describe the nature of any relationship identified above. For example, if you
      are an advisor, promoter, consultant or finder, describe the compensation you
      received; if you are an equity investor, state the class of securities and
      percentage interest you hold; and if you are an Immediate Family Member,
      describe the exact relationship, including the name of the person to whom you
      are related and the position such person holds with Underwriter or such other
      Member of the NASD. Identify the Member of the NASD:

     

    
      	
            	
               

            


      	 	 


      	 	 


      	 	 


      	
              7. 

            	
              State
                whether you have any oral and/or written agreements with any Member
                of the
                NASD or Person Associated With a Member of the NASD concerning the
                disposition of your securities of the
                Company. 

            


      	 	 


      	 	 


    

     ̈ Yes     ̈ No

     

    If
      you
      marked “Yes”, please briefly describe such agreement and attach copies of
      written agreements or correspondence describing such arrangement.

     

     

    I
      hereby
      affirm that the answers to the above NASD Questionnaire are true and correct
      as
      of the date set forth below.

     

     

    Date:
      ___________ _______________________ ___________________________

    (Sign
      Name)   
      (Print
      Name)

     

    
      
        
        

      

      
        17