NAME
      OF SUBSCRIBER:_______________________               SUBSCRIPTION
      AMOUNT: $________________

     

    
      	
              To:
                

            	
              Derycz
                Scientific, Inc.

            
	 	
              10990
                Wilshire Blvd., Suite 1410

            
	 	
              Los
                Angeles, CA 90024

            
	 	
              Attn:  Mr.
                Peter Derycz

            
	 	
                         President

            


    

    


    SUBSCRIPTION
      AGREEMENT

     

    This
      Subscription Agreement (this “Agreement”) is being delivered to you in
      connection with your investment in Derycz Scientific, Inc. (the “Company”) as
      part of a private placement (the “Offering”) of Securities, consisting of 1
      share of common stock of the Company (the “Shares”) and, for every 2 shares
      purchased, a Warrant to purchase 1 share of common stock of the Company (the
      “Warrants”, the Shares and Warrants are collectively referred to as the
“Securities”), at a purchase price of $2.00 per
      share. 

     

    1. Subscription
      and Purchase Price

     

    (a) Subscription.
      Subject
      to the conditions set forth in Section 2 hereof, the undersigned hereby
      subscribes for and agrees to purchase the number of Shares and Warrants
      indicated on page 8 hereof on the terms and conditions described herein. The
      minimum amount of Shares and Warrants that may be purchased is $50,000.
      Subscriptions for lesser amounts may be accepted at the discretion of the
      Company.

     

    (b) Purchase
      of Securities.
      The
      undersigned understands and acknowledges that the purchase price to be remitted
      to the Company in exchange for the Securities shall be $1.50 per Share, for
      an
      aggregate purchase price as set forth on page 8 hereof (the “Aggregate Purchase
      Price”). The undersigned’s delivery of this Agreement to the Company shall be
      accompanied by payment for the Securities subscribed for hereunder, payable
      in
      United States dollars, by check made payable to the order of “Derycz
      Scientific, Inc.”
or
      by
      wire transfer of immediately available funds delivered contemporaneously with
      the undersigned’s delivery of this Agreement to the Company. The undersigned
      understands and agrees that, subject to Section 2 and applicable laws, by
      executing this Agreement, he, she or it is entering into a binding agreement.
      

     

    2. Acceptance
      and Closing Procedures

     

    (a) Acceptance
      or Rejection.
      The
      obligation of the undersigned to purchase the Securities shall be irrevocable,
      and the undersigned shall be legally bound to purchase the Securities subject
      to
      the terms set forth in this Agreement. The undersigned understands and agrees
      that the Company reserves the right to reject this subscription for the
      Securities in whole or part in any order at any time prior to the closing (the
      “Closing”) of the purchase and sale of the Securities if, in its reasonable
      judgment, it deems such action to be in the best interest of the Company,
      notwithstanding the undersigned’s prior receipt of notice of acceptance of the
      undersigned’s subscription. In the event of rejection of this subscription by
      the Company in accordance with this Section 2, or the sale of the Securities
      is
      not consummated by the Company for any reason, this Agreement and any other
      agreement entered into between the undersigned and the Company relating to
      this
      subscription shall thereafter have no force or effect, and the Company shall
      promptly return or cause to be returned to the undersigned the purchase price
      remitted to the Company, without interest thereon or deduction
      therefrom.

     

    (b) Closing.
      Each
      Closing shall take place at such times as determined by the Company (each
      closing date referred to as a “Closing Date”), or such other date as is mutually
      agreed to by the Company and the undersigned. The Common Stock and the Warrants
      purchased by the Subscriber will be delivered by the Company promptly following
      a Closing.


    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    3. Investor’s
      Representations and Warranties

     

    The
      undersigned hereby acknowledges, agrees with and represents and warrants to
      the
      Company, as follows:

     

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

     

    (b) The
      undersigned acknowledges his, her or its understanding that the offering and
      sale of the Common Stock, the Warrants and the common stock issuable upon
      exercise of the Warrants are intended to be exempt from registration under
      the
      Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section
      4(2) of the Securities Act and the provisions of Regulation D promulgated
      thereunder (“Regulation D”). In furtherance thereof, the undersigned represents
      and warrants to the Company as follows:

     

    (i) The
      undersigned realizes that the basis for the exemption from registration may
      not
      be available if, notwithstanding the undersigned’s representations contained
      herein, the undersigned is merely acquiring the Securities for a fixed or
      determinable period in the future, or for a market rise, or for sale if the
      market does not rise. The undersigned does not have any such
      intention.

     

    (ii) The
      undersigned is acquiring the Securities solely for the undersigned’s own
      beneficial account, for investment purposes, and not with a view to, or resale
      in connection with, any distribution of the Securities.

     

    (iii) The
      undersigned has the financial ability to bear the economic risk of his, her
      or
      its investment, has adequate means for providing for their current needs and
      contingencies, and has no need for liquidity with respect to the investment
      in
      the Company;

     

    (iv) The
      undersigned (together with the undersigned’s attorney, accountant, purchaser
      representative and/or tax advisor, if any (collectively, “Advisors”), has such
      knowledge and experience in financial and business matters as to be capable
      of
      evaluating the merits and risks of the prospective investment in the Securities.
      If other than an individual, the undersigned also represents it has not been
      organized solely for the purpose of acquiring the Shares.

     

    (c) The
      information in the Investor Questionnaire completed and executed by the
      undersigned (the “Investor Questionnaire”) is true and accurate in all respects,
      and the undersigned is an “accredited investor,” as that term is defined in Rule
      501(a) of Regulation D.

     

    (d) The
      undersigned is not relying on the Company or its affiliates or sub-agents with
      respect to economic considerations involved in this investment. The undersigned
      has relied on the advice of, or has consulted with, only his, her or its
      Advisors. Each Advisor, if any, is capable of evaluating the merits and risks
      of
      an investment in the Securities and each Advisor, if any, has disclosed to
      the
      undersigned in writing (a copy of which is annexed to this Agreement) the
      specific details of any and all past, present or future relationships, actual
      or
      contemplated, between the Advisor and the Company or any affiliate or sub-agent
      thereof.

     

    (e) The
      undersigned represents, warrants and agrees that he, she or it will not sell
      or
      otherwise transfer the Securities without registration under the Securities
      Act
      or an exemption therefrom, and fully understands and agrees that the undersigned
      must bear the economic risk of his, her or its purchase because, among other
      reasons, the Securities have not been registered under the Securities Act or
      under the securities laws of any state and, therefore, cannot be resold,
      pledged, assigned or otherwise disposed of unless they are subsequently
      registered under the Securities Act and under the applicable securities laws
      of
      such states, or an exemption from such registration is available. In particular,
      the undersigned is aware that the Securities are “restricted securities,” as
      such term is defined in Rule 144 promulgated under the Securities Act (“Rule
      144”), and they may not be sold pursuant to Rule 144 unless all of the
      conditions of Rule 144 are met. The undersigned also understands that, except
      as
      otherwise provided in Section 5 hereof, the Company is under no obligation
      to
      register the Securities on his, her or its behalf or to assist the undersigned
      in complying with any exemption from registration under the Securities Act
      or
      applicable state securities laws. The undersigned understands that any sales
      or
      transfers of the Securities are further restricted by state securities laws
      and
      the provisions of this Agreement.


    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    (f) No
      representations or warranties have been made to the undersigned by the Company
      or its officers, employees, agents, sub-agents, affiliates or subsidiaries,
      other than any representations of the Company contained herein, and in
      subscribing for the Securities the undersigned is not relying upon any
      representations other than those contained herein.

     

    (g) The
      undersigned understands and acknowledges that his, her or its purchase of the
      Securities is a speculative investment that involves a high degree of risk
      and
      the potential loss of the undersigned’s entire investment and, in particular,
      acknowledges that the Company has a limited operating history and is engaged
      in
      a highly competitive business. 

     

    (h) The
      undersigned’s overall commitment to investments that are not readily marketable
      is not disproportionate to the undersigned’s net worth, and an investment in the
      Securities will not cause such overall commitment to become
      excessive.

     

    (i) The
      undersigned understands and agrees that the certificates for the Securities
      shall bear substantially the following legend until (i) such Securities shall
      have been registered under the Securities Act and effectively disposed of in
      accordance with a registration statement that has been declared effective or
      (ii) in the opinion of counsel for the Company such Securities may be sold
      without registration under the Securities Act, as well as any applicable “blue
      sky” or state securities laws:

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE
      STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT
      PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE,
      TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION
      COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL
      SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.

     

    (j) Neither
      the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities
      commission has approved the Securities or passed upon or endorsed the merits
      of
      the Offering

     

    (k) The
      undersigned and his, her or its Advisors, if any, have had a reasonable
      opportunity to ask questions of and receive answers from a person or persons
      acting on behalf of the Company concerning the offering of the Securities and
      the business, financial condition, results of operations and prospects of the
      Company, and all such questions have been answered to the full satisfaction
      of
      the undersigned and his, her or its Advisors, if any.

     

    (l) The
      undersigned is unaware of, is in no way relying on, and did not become aware
      of
      the offering of the Securities through or as a result of, any form of general
      solicitation or general advertising including, without limitation, any article,
      notice, advertisement or other communication published in any newspaper,
      magazine or similar media or broadcast over television or radio, or electronic
      mail over the Internet, in connection with the offering and sale of the
      Securities and is not subscribing for the Securities and did not become aware
      of
      the offering of the Securities through or as a result of any seminar or meeting
      to which the undersigned was invited by, or any solicitation of a subscription
      by, a person not previously known to the undersigned in connection with
      investments in securities generally.

     

    (m) The
      undersigned has taken no action which would give rise to any claim by any person
      for brokerage commissions, finders’ fees or the like relating to this Agreement
      or the transactions contemplated hereby.


    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    (n) The
      undersigned is not relying on the Company, or any of its employees, agents
      or
      sub-agents with respect to the legal, tax, economic and related considerations
      of an investment in the Securities, and the undersigned has relied on the advice
      of, or has consulted with, only his, her or its own Advisors. 

     

    (o) The
      undersigned acknowledges that any estimates or forward-looking statements or
      projections included in the Public Filings (as defined in Section 4(d)) were
      prepared by the management of the Company in good faith, but that the attainment
      of any such projections, estimates or forward-looking statements cannot be
      guaranteed by the Company or its management and should not be relied
      upon.

     

    (p) No
      oral
      or written representations have been made, or oral or written information
      furnished, to the undersigned or his, her or its Advisors, if any, in connection
      with the offering of the Securities which are in any way inconsistent with
      the
      information contained in the Public Filings.

     

    (q) 
      (For
      ERISA plans only) The fiduciary of the ERISA plan (the “Plan”) represents that
      such fiduciary has been informed of and understands the Company’s investment
      objectives, policies and strategies, and that the decision to invest “plan
      assets” (as such term is defined in ERISA) in the Company is consistent with the
      provisions of ERISA that require diversification of plan assets and impose
      other
      fiduciary responsibilities. The Subscriber or Plan fiduciary (a) is responsible
      for the decision to invest in the Company; (b) is independent of the Company
      and
      any of its affiliates; (c) is qualified to make such investment decision; and
      (d) in making such decision has not relied primarily on any advice or
      recommendation of the Company or any of its affiliates.

     

    (r) The
      foregoing representations, warranties and agreements shall survive the
      Closing.

     

    4. The
      Company’s Representations, Warranties and Covenants

     

    The
      Company hereby acknowledges, agrees with and represents, warrants and covenants
      to each of the undersigned, as follows:

     

    (a) The
      Company has the corporate power and authority to execute and deliver this
      Agreement and to perform its obligations hereunder. This Agreement has been
      duly
      authorized, executed and delivered by the Company and is valid, binding and
      enforceable against the Company in accordance with its terms. 

     

    (b) The
      Securities to be issued to the undersigned pursuant to this Agreement, when
      issued and delivered in accordance with the terms of this Agreement, will be
      duly and validly issued and will be fully paid and non-assessable. 

     

    (c) Neither
      the execution and delivery nor the performance of this Agreement by the Company
      will conflict with the Company’s Certificate of Incorporation or By-laws, as
      amended to date, or result in a breach of any terms or provisions of, or
      constitute a default under, any material contract, agreement or instrument
      to
      which the Company is a party or by which the Company is bound.

     

    (d) The
      Company is a reporting company pursuant to Section 15(d) of the Securities
      Exchange Act of 1934, as amended (the “Exchange
      Act”),
      and
      the Company has timely filed all reports, schedules, forms, statements and
      other
      documents required to be filed by it with the SEC pursuant to the reporting
      requirements of the Exchange Act. At the times of their respective filings,
      the
      Form S-1/A filed on March 21, 2008 (the “Form S-1/A”) and the Form 10-Q for the
      fiscal quarter ended March 31, 2008 (the “Form
      10-Q”
and
      together with the Form S-1/A any other report, schedule, form, statement or
      other document filed by the Company with the SEC pursuant to the reporting
      requirements of the Exchange Act subsequent to the filing of the Form 10-Q
      and
      prior to the date of this Agreement, the “Public
      Filings”)
      complied in all material respects with the requirements of the Securities Act
      or
      Exchange Act, as applicable, and the rules and regulations of the SEC
      promulgated thereunder, and the Public Filings did not contain any untrue
      statement of a material fact or omit to state a material fact required to be
      stated therein or necessary in order to make the statements therein, in light
      of
      the circumstances under which they were made, not misleading. As of their
      respective dates, the financial statements of the Company included in the Public
      Filings complied as to form in all material respects with applicable accounting
      requirements and the published rules and regulations of the SEC or other
      applicable rules and regulations with respect thereto. Such financial statements
      have been prepared in accordance with generally accepted accounting principles
      (“GAAP”)
      applied on a consistent basis during the periods involved (except (i) as may
      be
      otherwise indicated in such financial statements or the notes thereto or (ii)
      in
      the case of unaudited interim statements, to the extent they may not include
      footnotes or may be condensed or summary statements), and fairly present in
      all
      material respects the financial position of the Company and its subsidiaries
      as
      of the dates thereof and the results of operations and cash flows for the
      periods then ended (subject, in the case of unaudited statements, to normal
      year-end audit adjustments). 


    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    (e) The
      Company will remain a reporting company pursuant to the Exchange Act for a
      period of not less than one year from the date of this Agreement.

     

    5. Registration
      Rights 

     

    If
      at any
      time after the date hereof the Company shall file a registration statement
      (other than on Form S-4 or S-8, or any then equivalent thereof), the Company
      shall include the Shares and shall maintain, so long as any other shares of
      common stock shall be so registered, such registration of the Shares. In the
      event of such registration, the Company shall list the Shares on each national
      securities exchange or automated quotation system, as the case may be, on which
      the Company’s common stock is listed and shall maintain such listing if and so
      long as any shares of the same class shall be listed on such national securities
      exchange or automated quotation system.

    


    6. Indemnity

     

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

     

    7. Conditions
      to Acceptance of Subscription

     

    The
      Company’s right to accept the subscription of the undersigned is conditioned
      upon satisfaction of the following conditions precedent on or before the date
      the Company accepts such subscription (any or all of which may be waived by
      the
      undersigned in his, her or its sole discretion):

     

    (a) On
      the
      Closing Date, no legal action, suit or proceeding shall be pending which seeks
      to restrain or prohibit the transactions contemplated by this
      Agreement.

     

    (b) The
      representations and warranties of the Company contained in this Agreement shall
      have been true and correct on the date of this Agreement and shall be true
      and
      correct on the Closing Date as if made on the Closing Date.

     

    8. Notices
      to Subscribers

     

    (a) THE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES
      LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS
      FROM
      THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE
      SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE
      SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE
      FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR
      THE
      ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY
      IS
      UNLAWFUL.

     

    (b) THE
      SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
      NOT
      BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AND
      APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
      THEREFROM. SUBSCRIBERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
      FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
      TIME.


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    


    
      
        9.
          Miscellaneous
          Provisions

      

    

     

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

     

    (b) Survival.
      The
      undersigned’s representations and warranties made in this Agreement shall
      survive the execution and delivery of this Agreement and the delivery of the
      Securities.

     

    (c) Notices.
      Any
      party may send any notice, request, demand, claim or other communication
      hereunder to the undersigned at the address set forth on the signature page
      of
      this Agreement or to the Company at the address set forth above using any means
      (including personal delivery, expedited courier, messenger service, fax,
      ordinary mail or electronic mail), but no such notice, request, demand, claim
      or
      other communication will be deemed to have been duly given unless and until
      it
      actually is received by the intended recipient. Any party may change the address
      to which notices, requests, demands, claims and other communications hereunder
      are to be delivered by giving the other parties written notice in the manner
      herein set forth.

     

    (d) Binding
      Effect.
      Except
      as otherwise provided herein, this Agreement shall be binding upon, and inure
      to
      the benefit of, the parties to this Agreement and their heirs, executors,
      administrators, successors, legal representatives and assigns. If the
      undersigned is more than one person or entity, the obligation of the undersigned
      shall be joint and several and the agreements, representations, warranties
      and
      acknowledgments contained herein shall be deemed to be made by, and be binding
      upon, each such person or entity and his or its heirs, executors,
      administrators, successors, legal representatives and assigns. This Agreement
      sets forth the entire agreement and understanding between the parties as to
      the
      subject matter thereof and merges and supersedes all prior discussions,
      agreements and understandings of any and every nature among them.

     

    (e) Assignability.
      This
      Agreement is not transferable or assignable by the undersigned. This Agreement
      shall be transferable or assignable by the Company to a proposed publicly-traded
      successor company.

     

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

     

    (g) Counterparts.
      This
      Agreement may be executed in two or more counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

    10. U.S.A.
      Patriot Act Representations.

     

    (a) Subscriber
      represents, warrants and covenants that Subscriber: 

     

    (i)(a)
      is
      subscribing for the Securities for Subscriber’s own account, own risk and own
      beneficial interest, (b) is not acting as an agent, representative,
      intermediary, nominee or in a similar capacity for any other person or entity,
      nominee account or beneficial owner, whether a natural person or entity (each
      such natural person or entity, an “Underlying Beneficial Owner”) and no
      Underlying Beneficial Owner will have a beneficial or economic interest in
      the
      Securities being purchased by Subscriber (whether directly or indirectly,
      including without limitation, through any option, swap, forward or any other
      hedging or derivative transaction), (c) if it is an entity, including, without
      limitation, a fund-of-funds, trust, pension plan or any other entity that is
      not
      a natural person (each, an “Entity”), has carried out thorough due diligence as
      to and established the identities of such Entity’s investors, directors,
      officers, trustees, beneficiaries and grantors (to the extent applicable, each
      a
“Related Person” of such Entity), holds the evidence of such identities, will
      maintain all such evidence for at least five years from the date of Subscriber’s
      resale or other disposition of all the Common Stock underlying the Securities
      and Warrants, will request such additional information as the Company may
      require to verify such identities as may be required by applicable law, and
      will
      make such information available to the Company upon its request, and (d) does
      not have the intention or obligation to sell, pledge, distribute, assign or
      transfer all or a portion of the Common Stock and Warrants to any Underlying
      Beneficial Owner or any other person; or


    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    


    (ii)(a)
      is subscribing for the Securities as a record owner and will not have a
      beneficial ownership interest in the Securities, (b) is acting as an agent,
      representative, intermediary, nominee or in a similar capacity for one or more
      Underlying Beneficial Owners (as defined in (A)(i)(a) above), and understands
      and acknowledges that the representations, warranties and agreements made in
      this Agreement are made by Subscriber with respect to both Subscriber and the
      Underlying Beneficial Owner(s), (c) has all requisite power and authority from
      the Underlying Beneficial Owner(s) to execute and perform the obligations under
      the Subscription Agreement, (d) has carried out thorough due diligence as to
      and
      established the identities of all Underlying Beneficial Owners (and, if an
      Underlying Beneficial Owner is not a natural person, the identities of such
      Underlying Beneficial Owner’s Related Persons (to the extent applicable)), holds
      the evidence of such identities, will maintain all such evidence for at least
      five years from the date of Subscriber’s resale or other disposition of all the
      Common Stock and Warrants, and will make such information available to the
      Company upon its request and (e) does not have the intention or obligation
      to
      sell, pledge, distribute, assign or transfer all or a portion of the Common
      Stock and Warrants to any person other than the Underlying Beneficial
      Owner(s).

    


    (b) Subscriber
      hereby represents and warrants that the proposed investment in the Company
      that
      is being made on its own behalf or, if applicable, on behalf of any Underlying
      Beneficial Owners does not directly or indirectly contravene United States
      federal, state, local or international laws or regulations applicable to
      Subscriber, including anti-money laundering laws (a “Prohibited
      Investment”).

    


    (c) Federal
      regulations and Executive Orders administered by the U.S. Treasury Department’s
      Office of Foreign Assets Control (“OFAC”) prohibit, among other things, the
      engagement in transactions with, and the provision of services to, certain
      foreign countries, territories, entities and individuals. The lists of OFAC
      prohibited countries, territories, persons and entities can be found on the
      OFAC
      website at www.treas.gov/ofac. Subscriber hereby represents and warrants that
      neither Subscriber nor, if applicable, any Underlying Beneficial Owner or
      Related Person, is a country, territory, person or entity named on an OFAC
      list,
      nor is Subscriber nor, if applicable, any Underlying Beneficial Owner or Related
      Person, a natural person or entity with whom dealings are prohibited under
      any
      OFAC regulations. 

    


    (d) Subscriber
      represents and warrants that neither Subscriber nor, if applicable, any
      Underlying Beneficial Owner or Related Person, is a senior foreign political
      figure, or any immediate family member or close associate of a senior foreign
      political figure within the meaning of, and applicable guidance issued by the
      Department of the Treasury concerning, the U.S. Bank Secrecy Act (31 U.S.C.
      §5311 et seq.), as amended, and any regulations promulgated
      thereunder.

    


    (e) Subscriber
      agrees promptly to notify the Company should Subscriber become aware of any
      change in the information set forth in paragraphs (a) through (d). 

    


    (f) Subscriber
      agrees to indemnify and hold harmless the Company, its affiliates, and their
      respective directors, officers, shareholders, employees, agents and
      representatives (each, an “Indemnitee”) from and against any and all losses,
      liabilities, damages, penalties, costs, fees and expenses (including legal
      fees
      and disbursements) (collectively, “Damages”) which may result, directly or
      indirectly, from Subscriber’s misrepresentations or misstatements contained
      herein or breaches hereof relating to paragraphs (a) through (d).

    


    (g) Subscriber
      understands and agrees that, notwithstanding anything to the contrary contained
      in any document (including any side letters or similar agreements), if,
      following Subscriber’s investment in the Company, it is discovered that the
      investment is or has become a Prohibited Investment, such investment may
      immediately be redeemed by the Company or otherwise be subject to the remedies
      required by law, and Subscriber shall have no claim against any Indemnitee
      for
      any form of Damages as a result of such forced redemption or other
      action.

    


    (h) Upon
      the
      written request from the Company, Subscriber agrees to provide all information
      to the Company to enable the Company to comply with all applicable anti-money
      laundering statutes, rules, regulations and policies, including any policies
      applicable to a portfolio investment held or proposed to be held by the Company.
      Subscriber understands and agrees that the Company may release confidential
      information about Subscriber and, if applicable, any Underlying Beneficial
      Owner(s) or Related Person(s) to any person, if the Company, in its sole
      discretion, determines that such disclosure is necessary to comply with
      applicable statutes, rules, regulations and policies.


    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    


    ALL
      SUBSCRIBERS MUST COMPLETE THIS PAGE

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Agreement on the ____ day
      of
      ____________ 2008.

    


    
      	
              ________________________

            	
              x
                $1.50 for each Share

            	
              =
                $_____________________.

            
	
              Shares
                subscribed for

            	 	
              Aggregate
                Purchase Price

            


    

    


    The
      number of Warrants issuable will be equal to the number of Shares subscribed
      for
      divided by 2, without giving effect to any fractional warrants.

    


    Manner
      in
      which Title is to be held (Please Check One):

     

    
      	
              1.

            	
              ___

            	
              Individual

            	
              7.

            	
              ___

            	
              Trust/Estate/Pension
                or Profit sharing Plan

              Date
                Opened:______________

            
	 	 	 	 	 	 
	
              2.

            	
              ___

            	
              Joint
                Tenants with Right of Survivorship

            	
              8.

            	
              ___

            	
              As
                a Custodian for

              ________________________________

              Under
                the Uniform Gift to Minors Act of the State of

              ________________________________

            
	 	 	 	 	 	 
	
              3.

            	
              ___

            	
              Community
                Property

            	
              9.

            	
              ___

            	
              Married
                with Separate Property

            
	 	 	 	 	 	 
	
              4.

            	
              ___

            	
              Tenants
                in Common

            	
              10.

            	
              ___

            	
              Keogh

            
	 	 	 	 	 	 
	
              5.

            	
              ___

            	
              Corporation/Partnership/
                Limited Liability Company

            	
              11.

            	
              ___

            	
              Tenants
                by the Entirety

               

            
	 	 	 	 	 	 
	
              6.

            	
              ___

            	
              IRA

            	 	 	 


    

     

    


    ALTERNATIVE
      DISTRIBUTION INFORMATION

     

    To
      direct
      distribution to a party other than the registered owner, complete the
      information below. YOU MUST COMPLETE THIS SECTION IF THIS IS AN IRA
      INVESTMENT.

     

    Name of Firm (Bank, Brokerage, Custodian): _______________________________________________________________________________________________________________

     

    Account Name: ____________________________________________________________________________________________________________________________________

     

    Account Number: ___________________________________________________________________________________________________________________________________

     

    Representative Name: ________________________________________________________________________________________________________________________________

     

    Representative Phone Number: _________________________________________________________________________________________________________________________

     

    Address: _________________________________________________________________________________________________________________________________________

     

    City, State, Zip: _____________________________________________________________________________________________________________________________________

     

    IF
      MORE
      THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.


    
      
         

      

      
        8

        
          

        

      

      
         

      

    


    EXECUTION
      BY NATURAL PERSONS

     

    _____________________________________________________________________________

    Exact
      Name in Which Title is to be Held

    


    
      	
              _________________________________

               Name
                (Please Print)

            	 	
              _________________________________

               Name
                of Additional Purchaser

            
	 	 	 
	
              _________________________________

               Residence:
                Number and Street

            	 	
              _________________________________

               Address
                of Additional Purchaser

            
	 	 	 
	
              _________________________________

               City,
                State and Zip Code

            	 	
              _________________________________

               City,
                State and Zip Code

            
	 	 	 
	
              _________________________________

               Social
                Security Number

            	 	
              _________________________________

               
                Social Security Number

            
	 	 	 
	
              _________________________________
                

              Telephone
                Number 

            	 	
              _________________________________

              Telephone
                Number

            
	 	 	 
	
              _________________________________
                

              Fax
                Number (if available)

            	 	
              ________________________________

              Fax
                Number (if available)

            
	 	 	 
	
              _________________________________
                

              E-Mail
                (if available) 

            	 	
              ________________________________
                

              E-Mail
                (if available)

            
	 	 	 
	
              __________________________________

               (Signature)

            	 	
              ________________________________

               (Signature
                of Additional Purchaser)

            


    

     

    ACCEPTED
      this ___ day of _________ 2008, on behalf of the Company.

    


    
      	
              By:

            	
              _________________________________

            
	 	
              Name:

            
	 	
              Title:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    EXECUTION
      BY SUBSCRIBER WHICH IS AN ENTITY

    (Corporation,
      Partnership, LLC, Trust, Etc.)

    


    _____________________________________________________________________________

    Name
      of
      Entity (Please Print)

    


    Date of Incorporation or Organization: _______________________________________________________________________________________________________________

     

    State of Principal Office: __________________________________________________________________________________________________________________________

    


    Federal Taxpayer Identification Number: _______________________________________________________________________________________________________________

     

    ____________________________________________

    Office
      Address

    ____________________________________________

    City,
      State and Zip Code

    ____________________________________________

    Telephone
      Number

    ____________________________________________

    Fax
      Number (if available)

    ____________________________________________

    E-Mail
      (if available)

    


    
      	
              By:

            	
              _________________________________

            
	 	
              Name:

            
	 	
              Title:

            


    

     

    
      	
              [seal]

            	 
	
              Attest:
                _________________________________

            	_________________________________ 
	
                                             (If
                Entity is a Corporation)

            	 
	 	 
	 	
              _________________________________

            
	 	
              Address

            


    

    


    ACCEPTED
      this ____ day of __________ 2008, on behalf of the Company.

    


    
      	
              By:

            	
              _________________________________

            
	 	
              Name:

            
	 	
              Title:

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    INVESTOR
      QUESTIONNAIRE

     

    Instructions:
      Check all boxes below which correctly describe you.

     

    
      	o	
              You
                are (i)
                a
                bank, as defined in Section 3(a)(2) of the Securities Act of 1933,
                as
                amended (the “Securities
                Act”),
                (ii)
                a
                savings and loan association or other institution, as defined in
                Section
                3(a)(5)(A) of the Securities Act, whether acting in an individual
                or
                fiduciary capacity, (iii)
                a
                broker or dealer registered pursuant to Section 15 of the Securities
                Exchange Act of 1934, as amended (the “Exchange
                Act”),
                (iv)
                an insurance company as defined in Section 2(13) of the Securities
                Act,
                (v)
                an investment company registered under the Investment Company Act
                of 1940,
                as amended (the “Investment
                Company Act”),
                (vi)
                a
                business development company as defined in Section 2(a)(48) of the
                Investment Company Act, (vii)
                a
                Small Business Investment Company licensed by the U.S. Small Business
                Administration under Section 301 (c) or (d) of the Small Business
                Investment Act of 1958, as amended, (viii)
                a
                plan established and maintained by a state, its political subdivisions,
                or
                an agency or instrumentality of a state or its political subdivisions,
                for
                the benefit of its employees and you have total assets in excess
                of
                $5,000,000, or (ix)
                an employee benefit plan within the meaning of the Employee Retirement
                Income Security Act of 1974, as amended (“ERISA”)
                and (1)
                the decision that you shall subscribe for and purchase the Securities,
                is
                made by a plan fiduciary, as defined in Section 3(21) of ERISA, which
                is
                either a bank, savings and loan association, insurance company, or
                registered investment adviser, (2) you have total assets in excess
                of
                $5,000,000 and the decision that you shall subscribe for and purchase
                the
                Securities is made solely by persons or entities that are accredited
                investors, as defined in Rule 501 of Regulation D promulgated under
                the
                Securities Act (“Regulation
                D”)
                or (3)
                you are a self-directed plan and the decision that you shall subscribe
                for
                and purchase the Securities is made solely by persons or entities
                that are
                accredited investors.

            


    

     

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

            


    

     

    
      	o	
              You
                are an organization described in Section 501(c)(3) of the Internal
                Revenue
                Code of 1986, as amended (the “Code”),
                a corporation, Massachusetts or similar business trust or a partnership,
                in each case not formed for the specific purpose of making an investment
                in the Securities and with total assets in excess of
                $5,000,000.

            


    

     

    
      	o	
              You
                are a director or executive officer of Reprints Desk, Inc. or Derycz
                Scientific, Inc.

            


    

     

    
      	o	
              You
                are a natural person whose individual net worth, or joint net worth
                with
                your spouse, exceeds $1,000,000 at the time of your subscription
                for and
                purchase of the Securities.

            


    

     

    
      	o	
              You
                are a natural person who had an individual income in excess of $200,000
                in
                each of the two most recent years or joint income with your spouse
                in
                excess of $300,000 in each of the two most recent years, and who
                has a
                reasonable expectation of reaching the same income level in the current
                year.

            


    

     

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

            


    

     

    
      	o	
              You
                are an entity in which all of the equity owners are persons or entities
                described in one of the preceding
                paragraphs.

            


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    Check
      all boxes below which correctly describe you.

     

    With
      respect to this investment in Securities of the Company, your:

    

      
        	
                Investment
                  Objectives: 

              	
                x Aggressive
                  Growth 

              	
                x
                  Speculation

              	 
	 	 	 	 
	
                Risk
                  Tolerance:  

              	
                 ̈
                  Low Risk  

              	
                 ̈
                  Moderate Risk  

              	
                x
                  High Risk

              


      

    

     

    Are
      you
      associated with a NASD Member Firm?   o Yes 
       o No

     

    Your
      initials (purchaser and co-purchaser, if applicable) are required for each
      item
      below:

    

      
        	
                ____  
                  

              	
                ____  

              	
                I/We
                  understand that this investment is not guaranteed.

              
	 	 	 
	
                ____  
                  

              	
                ____  

              	
                I/We
                  are aware that this investment is not liquid.

              
	 	 	 
	
                ____  
                  

              	
                ____  

              	
                I/We
                  are sophisticated in financial and business affairs and are able
                  to
                  evaluate the risks and merits of an  investment in this
                  offering.

              
	 	 	 
	
                ____ 
                  

                 

              	
                ____  

                 

              	
                I/We
                  confirm that this investment is considered “high risk.” (This type of
                  investment is considered high risk due to the inherent risks including
                  lack of liquidity and lack of diversification.  Success or failure of
                  private placements such as this is dependent on the corporate issuer
                  of
                  these securities and is outside the control of the investors. While
                  potential loss is limited to the amount invested, such loss is
                  possible.)

              


      

    

     

    The
      undersigned hereby represents and warrants that all of its answers to this
      Investor Questionnaire are true as of the date of its execution of the
      Subscription Agreement pursuant to which it purchased Securities of the
      Company.

    


    
      	_______________________________ 	_______________________________ 
	
              Name
                of Purchaser [please print]

            	
              Name
                of Co-Purchaser [please print]

            
	 	 
	_______________________________ 	_______________________________ 
	
              Signature
                of Purchaser (Entities please

              provide
                signature of Purchaser’s duly

              authorized
                signatory.)

            	
              Signature
                of Co-Purchaser

            
	 	 
	_______________________________ 	 
	
              Name
                of Signatory (Entities only)

            	 
	 	 
	_______________________________ 	 
	
              Title
                of Signatory (Entities only)