PRO
      ELITE, INC.

     

    INSTRUCTION
      SHEET FOR INVESTOR

     

    To
      be
      read in conjunction with the entire attached Securities Purchase Agreement
      and
      Investor Questionnaire. All capitalized terms used but not defined herein shall
      have the meaning assigned to each such term in the Securities Purchase
      Agreement.

     

    A.  Complete
      the following items in the Securities Purchase Agreement and in the Investor
      Questionnaire: 

     

    1.  Provide
      the information regarding the Investor requested on the signature page to the
      Securities Purchase Agreement and in the Investor Questionnaire. The Securities
      Purchase Agreement must be executed by an individual authorized to bind the
      Investor.

     

    2.  Return
      two signed copies Securities Purchase Agreement, Investor Questionnaire and
      Registration Rights Agreement together with a check for the purchase price
      payable to “City National Bank—Pro Elite, Inc.” to:

     

    
      	 	
              Hunter
                World Markets, Inc.

              Penthouse
                Suite

              9300
                Wilshire Boulevard

              Beverly
                Hills, California 90212

              Attn:
                Todd Ficeto

              Phone:
                (310) 286-2211

              Facsimile:
                (310) 734-0005

            	 


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SECURITIES
      PURCHASE AGREEMENT

     

    Ladies
      and Gentlemen:

     

    The
      undersigned investor (the “Investor”), hereby confirms its agreement with you as
      follows:

     

    1.  This
      Securities Purchase Agreement, including Annex I hereto, and the exhibit and
      schedule thereto, each of which Annex, exhibit and schedule are hereby expressly
      incorporated as an integral part of this agreement (collectively, the
“Agreement”) is made as of October 3, 2006 between Pro Elite, Inc. (the
“Company”) and the Investor with respect to the sale of units (the “Units”),
      each Unit consisting of one thousand five hundred shares of the Company’s Common
      Stock (the “Shares”) and one three-year warrant to purchase five hundred Shares
      at an exercise price of $.004 per Share (the “Warrant”).

     

    2.  The
      Company and the Investor agree that the Investor will purchase from the Company,
      and the Company will sell to the Investor, the number of Units set forth
      opposite the Investor’s name on the signature page of this Agreement, at a
      purchase price per Unit of $3.00, pursuant to the Terms and Conditions for
      Purchase of Securities attached hereto as Annex I and incorporated herein by
      reference as if fully set forth herein. Unless otherwise requested by the
      Investor, certificates representing the Shares and Warrants included within
      the
      Units will be registered in the Investor’s name and address as set forth
      below.

     

    The
      next page is the signature page.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    Please
      confirm that the foregoing correctly sets forth the agreement between us by
      signing in the space provided below for that purpose. 

     

    
      	
              AGREED
                AND ACCEPTED:

            	 	 
	
              COMPANY:

            	 	
              PRO
                ELITE, INC.

               

               

            
	 	 	
              By:  
                __________________________________________

               

               

            
	
              INVESTOR:

            	 	
              ______________________________________________

            
	 	 	
              name
                of investor 

            
	 	 	 
	 	 	
              Number
                of Units: _________________________________

            
	 	 	 
	 	 	
              By: 
                ___________________________________________

              Signature
                of investor or authorized person

            
	 	 	 
	 	 	
              Its:
                ____________________________________________

              Title
                of authorized person

            
	 	 	 
	 	 	
              Address: 
                _______________________________________

              _______________________________________________

              _______________________________________________

              Contact
                Name:  ___________________________________

              Facsimile
                Number:   ________________________________

              Email
                Address:  ___________________________________

            
	 	 	 
	 	 	
              Name
                in which share certificates and warrant certificates should be registered
                (if different):

              _________________________________________

            
	 	 	 
	 	 	
              Social
                Security ___________________________________

              or
                Tax I.D. No:  ___________________________________

            
	 	 	 
	 	 	
              Address
                where units should be sent (if 

              different):
                _______________________________________

              _______________________________________________

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    ANNEX
      I

     

    TERMS
      AND CONDITIONS FOR PURCHASE OF SECURITIES

     

    1.  Agreement
      to Sell and Purchase the Units; Subscription Date.

     

    1.1  At
      the
      Closing (as defined in Section 2), the Company will sell to the Investor,
      and the Investor will purchase from the Company, upon the terms and conditions
      hereinafter set forth, the number of Units (“Investor's
      Units”)
      set
      forth opposite the Investor’s name on the signature page of the Securities
      Purchase Agreement (the “Purchase
      Agreement”)
      to
      which this Annex I is attached, at a purchase price per Unit of $3.00, pursuant
      to the Terms and Conditions set forth herein .

     

    1.2  The
      Company is entering into a substantially similar form of Securities Purchase
      Agreement, including these Terms and Conditions, with the other investors listed
      along with the Investor on Schedule I hereto (the “Other
      Investors”).
      (The
      Investor and the Other Investors are hereinafter sometimes collectively referred
      to as the “Investors,”
and
      the Securities Purchase Agreement to which these Terms and Conditions are
      attached and the securities purchase agreements executed by the Other Investors
      are hereinafter sometimes collectively referred to as the “Purchase
      Agreements.”)

     

    2.  Delivery
      of the at Closing.
      The
      completion of the purchase and sale of the Investor's Units (the “Closing”)
      shall
      occur no later than November 30, 2006, as such date may be extended by the
      Company and Hunter World Markets, Inc. (the “Closing
      Date”),
      at
      the offices of Troy & Gould, Professional Corporation, the Company’s
      counsel, 1801 Century Park East, Suite 1600, Los Angeles, California 90067.
      At
      the Closing, the Company shall deliver to the Investor (i) certificates
      representing, the Shares and Warrants included with the Investor’s Units, each
      such certificate to be registered in the name of the Investor or, if so
      indicated on the signature page of the Securities Purchase Agreement, in the
      name of a nominee designated by the Investor. If neither the Investor nor a
      representative of Investor is present at the Closing to take physical delivery
      of the certificates, then delivery shall be deemed made at Closing by the
      transmission of a facsimile of the certificates to the Investor (or nominee
      designated by the Investor) followed by delivery of the original certificates
      by
      a nationally recognized overnight express courier.

     

    The
      Company’s obligation to issue the Shares and Warrants to the Investor shall be
      subject to the following conditions, any one or more of which may be waived
      by
      the Company:

     

    (a)  receipt
      by the Company, or the nominee designated by the Company, as applicable, of
      a
      certified or official bank check or wire transfer of funds in the full amount
      of
      the aggregate purchase price for the Investor's Units; and

     

    (b)  the
      accuracy of the representations and warranties made by the Investors and the
      fulfillment of those undertakings of the Investors to be fulfilled prior to
      the
      Closing.

     

    The
      Investor’s obligation to purchase the Shares shall be subject to the Company
      acquiring all of the capital stock of Real Sport, Inc., a New Jersey
      corporation.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    3.  Representations,
      Warranties and Covenants of the Company.
      The
      Company hereby represents and warrants to, and covenants with, the Investor,
      as
      follows:

     

    3.1  Due
      Authorization and Valid Issuance.
      The
      Company has all requisite power and authority to execute, deliver and perform
      its obligations under the Purchase Agreement and the Registration Rights
      Agreement referred to in Section 7 (collectively, the “Transaction
      Documents”),
      and
      the Transaction Documents have been duly authorized and validly executed and
      delivered by the Company and constitute legal, valid and binding agreements
      of
      the Company enforceable against the Company in accordance with their terms,
      except as enforceability may be limited by applicable bankruptcy, insolvency,
      reorganization, fraudulent conveyance, moratorium or similar laws affecting
      creditors’ and contracting parties’ rights generally and except as
      enforceability may be subject to general principles of equity (regardless of
      whether such enforceability is considered in a proceeding in equity or at
      law).

     

    3.2  Non-Contravention.
      The
      execution and delivery of the Transaction Documents by the Company, the issuance
      and sale of the Units, Shares and Warrants to be sold by the Company under
      the
      Agreements, the fulfillment of the terms of the Agreements by the Company and
      the consummation by the Company of the transactions contemplated hereby and
      thereby will not (A) conflict with or constitute a violation of, or default
      (with the passage of time or otherwise) under (i) any material bond,
      debenture, note or other evidence of indebtedness, or under any material lease,
      contract, indenture, mortgage, deed of trust, loan agreement, joint venture
      or
      other agreement or instrument to which the Company is a party or by which the
      Company or its properties are bound, (ii) the charter, by-laws or other
      organizational documents of the Company, or (iii) any material law,
      administrative regulation, ordinance or order of any court or governmental
      agency, arbitration panel or authority applicable to the Company or its
      properties, or (B) result in the creation or imposition of any lien,
      encumbrance, claim, security interest or restriction whatsoever upon any of
      the
      material properties or assets of the Company or an acceleration of indebtedness
      pursuant to any obligation, agreement or condition contained in any material
      bond, debenture, note or any other evidence of indebtedness or any material
      indenture, mortgage, deed of trust or any other agreement or instrument to
      which
      the Company is a party or by which it is bound or to which any of the property
      or assets of the Company is subject. No consent, approval, authorization or
      other order of, or registration, qualification or filing with, any regulatory
      body, administrative agency, or other governmental body in the United States
      is
      required for the execution and delivery of the Transaction Documents by the
      Company and the valid issuance and sale of the Units, Shares and Warrants to
      be
      sold by the Company pursuant to the Agreements, other than such as have been
      made or obtained, and except for any post-closing securities filings or
      notifications required to be made under federal or state securities
      laws.

     

    3.3  Private
      Placement Memorandum.
      The
      Private Placement Memorandum of the Company (the “Memorandum”) delivered to
      Investor is true and correct in all material respects as of the date
      hereof.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    3.4  Most
      Favored Nations.
      If, at
      any time and from time to time during the period commencing on October 3, 2006
      (the “Effective
      Date”)
      and
      ending on the first anniversary of the Effective Date, Pro Elite, Inc. (the
      “Company”)
      issues
      additional shares of Common Stock or options, warrants or other securities
      which
      would entitle the holder thereof to acquire (whether by exercise, exchange,
      conversion or otherwise) at any time Common Stock (the “Additional
      Shares”)
      at a
      price or exercise, exchange, conversion or other price per share of Common
      Stock
      less than $.002 (subject to adjustment for splits, recapitalizations,
      reorganizations), then the Company shall provide notice thereof to the
      Purchasers, and within ten business days, from receipt of notice, each Purchaser
      shall have the right to purchase at the par value thereof such number of
      additional shares of Common Stock so that the “effective purchase price per
      share” payable by that Purchaser shall be the same per share purchase price of
      the Additional Shares. As used herein, the “effective price per share” shall
      mean the product of (i) the total consideration paid for all shares purchased
      by
      the Purchaser (both those purchased at the October 3, 2006 Closing under this
      Agreement and those which may be purchased under this Section 3.4), divided
      by
      (ii) the total number of shares described in clause (i). Notwithstanding the
      foregoing, no adjustment will be made in respect of (a) shares of Common
      Stock or options to employees, consultants officers or directors of the Company
      pursuant to any stock or option plan or other arrangement duly adopted by the
      Board of Directors of the Company, provided that such plans or arrangements
      comply with Section 6(a) of that certain First Amendment to the Placement
      Agreement originally dated August 15, 2006 between I-Fight, Inc., Real Sport,
      Inc. and Hunter World Markets, Inc., (b) securities upon the exercise of or
      conversion of any securities issued at the Closing, or convertible securities,
      options or warrants issued and outstanding on the Closing, and
      (c) securities issued pursuant to strategic transactions with an operating
      company in a business synergistic with the business of the Company and in which
      the Company receives benefits in addition to the investment of funds or pursuant
      to acquisitions or equipment leases, but shall not include a transaction in
      which the Company is issuing securities primarily for the purpose of raising
      capital or to an entity whose primary business is investing in
      securities.

     

    4.  Representations,
      Warranties and Covenants of the Investor.

     

    4.1  The
      Investor represents and warrants to, and covenants with, the Company that:
      (i) the Investor is an “accredited investor” as defined in Rule 501 of
      Regulation D under the Securities Act of 1933, as amended (the
“Securities
      Act”)
      OR is
      a “Qualified Institutional Buyer” within the meaning of Rule 144A of the
      Act OR is an investor that is not a “U.S. person,” as defined in
      Regulation S under the Act, and, in any such case the Investor is also
      knowledgeable, sophisticated and experienced in making, and is qualified to
      make
      decisions with respect to, investments in securities presenting an investment
      decision like that involved in the purchase of the Investor's Units, including
      investments in securities issued by the Company and investments in comparable
      companies, and has requested, received, reviewed and considered all information
      it deemed relevant in making an informed decision to purchase the Investor's
      Units; (ii) the Investor is acquiring the Investor's Units, Shares and
      Warrants in the ordinary course of its business and for its own account for
      investment only and with no present intention of distributing any of such
      Investor's Units, Shares and Warrants or any arrangement or understanding with
      any other persons regarding the distribution of such Investor's Units, Shares
      and Warrants; (iii) the Investor will not, directly or indirectly, offer,
      sell, pledge, transfer or otherwise dispose of (or solicit any offers to buy,
      purchase or otherwise acquire or take a pledge of) any of the Investor's Units,
      Shares and Warrants except in compliance with the Securities Act, applicable
      state securities laws and the respective rules and regulations promulgated
      thereunder, except that the Investor may pledge the Shares in connection with
      a
      bona fide margin account or other loan or financing; (iv) the Investor and
      the Investor’s representatives, if any, have been solely responsible for the
      Investor’s own “due diligence” investigation of the Company and its management
      and business, for its own analysis of the merits and risks of this investment,
      and for the Investor’s own analysis of the fairness and desirability of the
      terms of the investment; and (v) the Investor has, in connection with its
      decision to purchase the Investor's Units, Shares and Warrants, relied only
      upon
      the Company's Confidential Private Offering Memorandum dated September 28,
      2006
      (the “Memorandum”)
      and
      the representations and warranties of the Company contained herein. The Investor
      understands that its acquisition of the Shares and Warrants has not been
      registered under the Securities Act or registered or qualified under any state
      securities law in reliance on specific exemptions therefrom, which exemptions
      may depend upon, among other things, the bona fide nature of the Investor’s
      investment intent as expressed herein. The Investor has completed or caused
      to
      be completed and delivered to the Company the Investor Questionnaire attached
      to
      this Annex I as Exhibit A, which completed questionnaire is true, correct
      and complete in all material respects.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    4.2  The
      Investor hereby covenants with the Company not to make any sale of the
      Investor's Units, Shares and Warrants without complying with the provisions
      of
      this Agreement, and the Investor acknowledges that the certificates evidencing
      the Shares and Warrants will be imprinted with a legend that prohibits their
      transfer except in accordance therewith.

     

    4.3  The
      Investor further represents and warrants to, and covenants with, the Company
      that (i) the Investor has full right, power, authority and capacity to
      enter into this Agreement and to consummate the transactions contemplated hereby
      and has taken all necessary action to authorize the execution, delivery and
      performance of this Agreement, and (ii) this Agreement constitutes a valid
      and binding obligation of the Investor enforceable against the Investor in
      accordance with its terms, except as enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
      creditors’ and contracting parties’ rights generally and except as
      enforceability may be subject to general principles of equity (regardless of
      whether such enforceability is considered in a proceeding in equity or at
      law).

     

    4.4  The
      Investor understands that nothing in this Agreement or any other materials
      presented to the Investor in connection with the purchase and sale of the Shares
      and Warrants constitutes legal, tax or investment advice. The Investor has
      consulted such legal, tax and investment advisors as it, in its sole discretion,
      has deemed necessary or appropriate in connection with its purchase of the
      Shares and Warrants.

     

    4.5  The
      Investor hereby acknowledges that it has received, read and understands the
      Memorandum. Without limiting the generality of the foregoing, Investor
      understands and acknowledges that there are substantial risks incident to the
      investment in and ownership of the Units, Shares and Warrants including, without
      limitation, each of the matters discussed in the Memorandum under the heading
      “Risk Factors.” 

     

    4.6  Investor
      and Investor’s representatives, if any, have had a reasonable opportunity to ask
      questions of and receive answers from the management of the Company, or a person
      or persons acting on behalf of the Company, concerning the Company and its
      proposed activities and business, the Company’s capitalization, the Company’s
      management, and the offering and sale of the Units, and otherwise to investigate
      the Company’s business, operations, management, financial condition and
      prospects. Investor has adequate means of providing for Investor’s current needs
      and possible personal contingencies, has no need for liquidity in this
      investment and could afford to lose the entire amount of this investment.
      Investor’s commitment to all investments and investments which are not readily
      marketable is reasonable in relation to Investor’s net worth and an investment
      in the Units will not cause Investor’s overall commitment to be excessive.
      Investor is acquiring the Units for Investor’s own account, as a principal,
      without a view to the resale or distribution of all or any part of the Units
      and
      has no present intention, agreement or arrangement to divide Investor’s
      participation with others or to resell, assign, transfer or otherwise dispose
      of
      all or any part of the Units for which Investor has subscribed. If Investor
      is a
      corporation, partnership, limited liability company, trust or other entity,
      it
      is authorized and otherwise duly qualified to purchase and hold a membership
      interest in the Company and has not been formed for the specific purpose of
      acquiring Units.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    5.  Survival
      of Representations, Warranties and Agreements.
      Notwithstanding any investigation made by any party to this Agreement, all
      covenants, agreements, representations and warranties made herein by the Company
      and the Investor shall survive the execution of this Agreement, the delivery
      to
      the Investor of the Units, Shares and Warrants being purchased and the payment
      therefor.

     

    6.  Indemnification.
      Investor
      hereby agrees to indemnify the Company and its agents and representatives,
      and
      hold the Company and its agents and representatives harmless from and against,
      any and all liability, damage, cost or expense incurred on account of, relating
      to or arising out of or in connection with: (i) any inaccuracy in Investor’s
      declarations, representations, and warranties set forth herein or in any other
      communications to the Company or any of the foregoing parties; and/or (ii)
      the
      disposition of any of the Units, Shares or Warrants for which Investor has
      subscribed herein contrary to the foregoing declarations, representations and
      warranties.

     

    7.  Registration
      of the Shares; Compliance with the Securities Act.
      Pursuant to a Registration Rights Agreement entered into concurrently with
      this
      Agreement, the Company agrees to file a registration statement with the SEC
      no
      later than November 30, 2006. The Company will use its best efforts to cause
      the
      registration statement to be declared effective by the SEC no later than 120
      days from such closing date.

     

    8.  Notices.
      All
      notices, requests, consents and other communications hereunder shall be in
      writing, shall be mailed (A) if within the United States by first-class
      registered mail, Express Mail or nationally recognized overnight express
      courier, postage prepaid, or by facsimile, or (B) if delivered from outside
      the United States, by International Federal Express or facsimile, and shall
      be
      deemed given (i) if delivered by first-class registered mail, three
      business days after so mailed, (ii) if delivered by Express Mail or a
      nationally recognized overnight carrier, one business day after so mailed,
      (iii) if delivered by International Federal Express, two business days
      after so mailed, (iv) if delivered by facsimile, upon electronic
      confirmation of receipt and shall be delivered as addressed as
      follows:

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

       

       

    

    
      	
            	
              (a)

            	
              if
                to the Company, to:

            


      	 	 	 


      	 	 	
              Pro
                Elite, Inc. 

              Santa
                Monica Capital Partners

              9229
                Sunset Boulevard, Suite 505

              Los
                Angeles, California 90069

              Attention:
                David Marshall

              Phone:
                (310) 573-9711

            


      	 	 	 


      	 	 	
              with
                a copy to:

            


      	 	 	 


      	 	 	
              Troy
                & Gould, Professional Corporation

              Attn:
                David Ficksman

              Phone:
                (310) 789-1290

              Facsimile:
                (310) 789-1490

            


    

    


    (b)  if
      to the
      Investor, at its address on the signature page hereto, or at such other address
      or addresses as may have been furnished to the Company in writing

     

    9.  Changes.
      This
      Agreement may not be modified or amended except pursuant to an instrument in
      writing signed by the Company and the Investor.

     

    10.  Headings.
      The
      headings of the various sections of this Agreement have been inserted for
      convenience of reference only and shall not be deemed to be part of this
      Agreement.

     

    11.  Severability.
      In case
      any provision contained in this Agreement should be invalid, illegal or
      unenforceable in any respect, the validity, legality and enforceability of
      the
      remaining provisions contained herein shall not in any way be affected or
      impaired thereby.

     

    12.  Governing
      Law.
      This
      Agreement shall be governed by, and construed in accordance with, the internal
      laws of the State of California, without giving effect to the principles of
      conflicts of law.

     

    13.  Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between the parties hereto pertaining
      to the subject matter hereof, and any and all other written or oral agreements
      relating to such subject matter are expressly cancelled.

     

    14.  Finders’
      Fees.
      Neither
      the Company nor the Investor nor any affiliate thereof has incurred any
      obligation which will result in the obligation of the other party to pay any
      finder’s fee or commission in connection with this transaction, except for fees
      payable by the Company to the Placement Agent.

     

    15.  Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      constitute an original, but all of which, when taken together, shall constitute
      but one instrument, and shall become effective when one or more counterparts
      have been signed by each party hereto and delivered to the other
      parties.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    16.  Successors
      and Assigns.
      This
      Agreement shall inure to the benefit of and be binding upon the successors
      and
      permitted assigns of the Company and the Investor, including without limitation
      and without the need for an express assignment, affiliates of the Investor.
      With
      respect to transfers that are not made pursuant to the Registration Rights
      Agreement, the rights and obligations of an Investor under this Agreement shall
      be automatically assigned by the Investor to any transferee of all or any
      portion of the Investor’s Shares who is a Permitted Transferee (as defined
      below); provided, however, that within two business days prior to the transfer,
      (i) the Company is provided notice of the transfer including the name and
      address of the transferee and the number of Shares and Warrants transferred;
      and
      (ii) that such transferee agrees in writing to be bound by the terms of
      this Agreement. (For purposes of this Agreement, a “Permitted Transferee” shall
      mean any person who (a) is an “accredited investor,” as that term is
      defined in Rule 501(a) of Regulation D under the Securities Act and
      (b) is a transferee of at least 25% of the Investor’s Shares received in a
      transaction permitted under the securities laws of the United States). Upon
      any
      transfer permitted by the second sentence of this Section 16, the Company
      shall be obligated to such transferee to perform all of its covenants under
      this
      Agreement as if such transferee were an Investor.

     

    17.  Provisions
      Pertaining to the Escrow Agent.
      The
      undersigned acknowledges that City National Bank is acting solely as Escrow
      Holder in connection with the offering of Units and makes no recommendation
      with
      respect thereto. City National Bank has made no investigation regarding the
      Offering, the Company or any other person or entity involved in the
      Offering.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    


    Schedule I

     

    Investors

     

    Absolute
      Return Europe Fund

    European
      Catalyst Fund

    Absolute
      East West Fund

    Absolute
      Octane Fund

    Absolute
      Large Cap Fund

    Absolute
      Activist Value Fund

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT A

     

    PRO
      ELITE, INC. INVESTOR QUESTIONNAIRE

    (ALL
      INFORMATION WILL BE TREATED CONFIDENTIALLY)

     

    To: Pro
      Elite, Inc.

     

    This
      Investor Questionnaire (“Questionnaire”)
      must
      be completed by each potential investor in connection with the offer and sale
      of
      shares of the Company’s Common Stock (the “Shares”)
      and
      warrants to purchase Common Stock (the “Warrants”).
      The
      Shares and Warrants are being offered and sold by Pro Elite, Inc. (the
“Company”)
      without registration under the Securities Act of 1933, as amended (the
“Act”),
      and
      the securities laws of certain states, in reliance on the exemptions contained
      in Section 4(2) of the Act and on Regulation D promulgated thereunder
      and in reliance on similar exemptions under applicable state laws. The Company
      must determine that a potential investor meets certain suitability requirements
      before offering or selling the Shares to such investor. The purpose of this
      Questionnaire is to assure the Company that each investor will meet the
      applicable suitability requirements. The information supplied by the potential
      investor will be used in determining whether such investor meets such criteria,
      and reliance on the private offering exemption from registration is based in
      part on the information supplied in this Questionnaire.

     

    This
      Questionnaire does not constitute an offer to sell or a solicitation of an
      offer
      to buy any security. Except as expressly permitted herein, the potential
      investor’s answers are to be kept strictly confidential. However, by signing
      this Questionnaire the potential investor will be authorizing the Company to
      provide a completed copy of this Questionnaire to such parties as the Company
      deems appropriate in order to ensure that the offer and sale of the Securities
      will not result in a violation of the Act or the securities laws of any state,
      and that the potential investor otherwise satisfies the suitability standards
      applicable to purchasers of the Securities. All potential investors must answer
      all applicable questions and complete, date and sign this Questionnaire. Please
      print or type the responses and attach additional sheets of paper if necessary
      to complete the answers to any item.

     

    
      	A.  	
              BACKGROUND
                INFORMATION

            


    

     

    Name:
      ______________________________________________________________________________________________

     

    Business
      Address:
      ____________________________________________________________________________________

    (Number
      and Street)

    ______________________________________________________________________________________

    (City)                             (State)                                (Zip
      Code)

    


    Telephone
      Number: (___)
      ______________________________________________________________________________

     

    Residence
      Address:
      __________________________________________________________________________________

    (Number
      and Street)

    
      ______________________________________________________________________________________

      (City)                             (State)                                (Zip
        Code)

    

     

    Telephone
      Number: (___)
      ______________________________________________________________________________

     

    
      
        
        

      

      
        A
          - 2

        
          

        

      

      
        
        

      

    

     

    If
      an
      individual:

     

    Age:
      _____ Citizenship: _______________ Where registered to vote:
      ____________________________________________

     

    If
      a
      corporation, partnership, limited liability company, trust or other
      entity:

     

    Type
      of
      entity:
      ________________________________________________________________________________

     

    State
      of
      formation: __________________ Date of formation: 
____________________________________________

     

    Social
      Security or Taxpayer Identification No. 
_______________________________________________________________

     

    Send
      all
      correspondence to (check one): ___ Residence Address ___ Business
      Address

     

    
      	B.  	
              STATUS
                AS ACCREDITED INVESTOR

            


    

     

    The
      undersigned is an “accredited investor” as such term is defined in
      Regulation D under the Act, as at the time of the sale of the Securities
      the undersigned falls within one or more of the following categories (Please
      initial one or more, as applicable):1 

     

    _____
      (1)  a
      bank as
      defined in Section 3(a)(2) of the Act, or a savings and loan association or
      other institution as defined in Section 3(a)(5)(A) of the Act whether
      acting in its individual or fiduciary capacity; a broker or dealer registered
      pursuant to Section 15 of the Securities Exchange Act of 1934; an insurance
      company as defined in Section 2(13) of the Act; an investment company
      registered under the Investment Corporation Act of 1940 or a business
      development company as defined in Section 2(a)(48) of that Act; a Small
      Business Investment Corporation licensed by the U.S. Small Business
      Administration under Section 301(c) or (d) of the Small Business
      Investment Act of 1958; 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 such plan has total
      assets in excess of $5,000,000; an employee benefit plan within the meaning
      of
      the Employee Retirement Income Security Act of 1974 if the investment decision
      is made by a plan fiduciary, as defined in Section 3(21) of such Act, which
      is either a bank, savings and loan association, insurance company, or registered
      investment adviser, or if the employee benefit plan has total assets in excess
      of $5,000,000 or, if a self-directed plan, with the investment decisions made
      solely by persons that are accredited investors;

     

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

     

    _____
      (3)  an
      organization described in Section 501(c)(3) of the Internal Revenue Code of
      1986, as amended, corporation, Massachusetts or similar business trust, or
      partnership, not formed for the specific purpose of acquiring the Securities
      offered, with total assets in excess of $5,000,000;

     

      
        

      

    

    
      1 As
        used
        in this Questionnaire, the tem “net worth” means the excess of total assets over
        total liabilities. In computing net worth for the purpose of subsection (4),
        the
        principal residence of the investor must be valued at cost, including cost
        of
        improvements, or at recently appraised value by an institutional lender making
        a
        secured loan, net of encumbrances. In determining income, the investor should
        add to the investor’s adjusted gross income any amounts attributable to tax
        exempt income received, losses claimed as a limited partner in any limited
        partnership, deductions claimed for depiction, contributions to an IRA or
        KEOGH
        retirement plan, alimony payments, and any amount by which income from long-term
        capital gains has been reduced in arriving at adjusted gross
        income.

    

     

    
      
        
        

      

      
        A
          - 3

        
          

        

      

      
        
        

      

    

    _____
      (4)  a
      natural
      person whose individual net worth, or joint net worth with that person’s spouse,
      at the time of such person’s purchase of the Securities exceeds
      $1,000,000;

     

    _____
      (5)  a
      natural
      person who had an individual income in excess of $200,000, or joint income
      with
      that person’s spouse in excess of $300,000, in 2003 and 2004 and has a
      reasonable expectation of reaching the same income level in 2005;

     

    _____
      (6)  a
      trust,
      with total assets in excess of $5,000,000, not formed for the specific purpose
      of acquiring the Securities offered, whose purchase is directed by a
      sophisticated person as described in Rule 506(b)(2)(ii) of
      Regulation D; and

     

    _____
      (7)  an
      entity
      in which all of the equity owners are accredited investors (as defined
      above).

     

    
      	C.  	
              REPRESENTATIONS

            


    

     

    The
      undersigned hereby represents and warrants to the Company as
      follows:

     

    1.  Any
      purchase of the Units, Shares and Warrants would be solely for the account
      of
      the undersigned and not for the account of any other person or with a view
      to
      any resale, fractionalization, division, or distribution thereof.

     

    2.  The
      information contained herein is complete and accurate and may be relied upon
      by
      the Company, and the undersigned will notify the Company immediately of any
      material change in any of such information occurring prior to the closing,
      if
      any, with respect to the purchase of Units, Shares and Warrants by the
      undersigned or any co-purchaser.

     

    3.  There
      are
      no suits, pending litigation, or claims against the undersigned that could
      materially affect the net worth of the undersigned as reported in this
      Questionnaire.

     

    4.  In
      addition to reviewing the Company’s filings with the Securities and Exchange
      Commission and the Memorandum, the undersigned has carefully considered the
      potential risks relating to the Corporation and a purchase of the Shares and
      Warrants, and fully understands that the Securities are speculative investments
      which involve a high degree of risk of loss of the undersigned’s entire
      investment.

     

    5.  Investor
      has sufficient knowledge and experience in business, financial and tax matters
      that Investor is capable of evaluating the Company and the proposed activities
      thereof, the risks and merits of investment in the Units, Shares and Warrants
      and of making an informed investment decision thereon, and has the capacity
      to
      protect Investor’s own interests in connection with this investment in the
      Units.

     

    
      
        
        

      

      
        A
          - 4

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Questionnaire this _____
      day
      of __________, 2006, and declares under oath that it is truthful and
      correct.

     

    
      	 	
              _________________________________________________

              Print
                Name

               

               

            
	 	
              By:
                ______________________________________________

              Signature

            
	 	 
	 	
              Title:
                _____________________________________________

              (required
                for any purchaser that is a corporation, partnership, trust or other
                entity)

            


    

    


    
      
        
        

      

      
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