EXHIBIT
10.3

    


    FORM
OF ESCROW AGREEMENT


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    ESCROW
AGREEMENT

    


    This
escrow agreement ("Agreement") dated and entered as of September __, is by and
among, Klein Retail Centers, Inc., a Delaware corporation (“Company”), Freedom
Investors Corp., a FINRA-registered broker-dealer (“Dealer Manager”), and
Century Bank and Trust (“Escrow Agent”). The “Escrow Agent,” the “Company,” and
the “Dealer Manager” may also be hereinafter referred to as the
“Parties.”

    


    RECITALS

    


    A. The
Company, by and through the Dealer Manager and each registered FINRA
broker-dealer with whom the Dealer Manager has entered into or will enter into a
Soliciting Dealer Agreement in the form attached to this Agreement as Exhibit B (you and
said dealers being hereinafter sometimes referred to collectively as the
“Dealers”), is offering for sale to the public a maximum of 3,000,000 shares of
its Common Stock (“Offering”) through the Dealers, including the Dealer Manager.
The Offering is being conducted on a “best efforts” basis, which means that the
Dealers must use only their best efforts to sell the shares and have no firm
commitment or obligation to purchase any of the shares. We are offering such
3,000,000 shares at a price of $5.25 per share. The Offering is scheduled to
terminate by ______________, 2011. Under rules promulgated by the SEC, in some
circumstances we could continue the Offering until as late as __________, 2012.
If we decide to continue the Offering beyond _____________ , 2011, we will
supplement the prospectus relating to the Offering accordingly. We may terminate
this Offering at any time. The Company reserves the right to accept
subscriptions for less than the preferred minimum investment of
$__________.

    


    B. The
Company desires to establish an escrow account with the Escrow Agent into which
certain monies will be deposited and held in escrow until collected funds
representing payment in full for those shares covered by at least one
subscription agreement in the form attached hereto as Exhibit C
(“Subscription Agreement”) that has been accepted by the Company.

    


    C.
Century Bank and Trust has agreed to act as Escrow Agent on behalf of the
Company and Freedom Investors Corp. on the terms and conditions set forth in
this Agreement;

    


    NOW,
THEREFORE, in consideration of the premises the Parties agree as
follows:

    


    1.           ESCROW
FEES: The Company hereby agrees to pay the Escrow Agent compensation for
ordinary services rendered hereunder (“Escrow Fee”) which shall be calculated in
accordance with the Escrow Agent's fee schedule attached as Exhibit A. The
Company further agrees to pay the Escrow Agent’s reasonable fees, which shall be
agreed upon between the Parties, for any services in addition to those provided
for herein to the extent that the Company has expressly requested such
extraordinary services and has been made aware of their cost in advance of their
performance.

    


    2.           DEPOSITS:  The
Company, through Dealers, shall deliver to the Escrow Agent all checks, drafts
and money orders (“Subscription Payments”) received by any Dealer from each
subscriber for shares (“Subscriber”) in connection with the Offering. All
checks, drafts or money orders for payment of the Proceeds shall be made payable
to the “Klein Retail Centers, Inc. Escrow Account” and shall be deposited by
noon of the following business day to such escrow account. The Escrow Agent
shall keep full and proper records (“Records”) of the names of Subscribers, the
number of Shares purchased and amount of Subscription Payments paid by each
Subscriber.

    


    3.           INVESTMENT
OF FUNDS: All Subscription Payments shall be cleared and held in a
separate U.S. Bank FDIC – Insured Money Market Account. The Escrow Agent may
invest the Escrow Amount only in such accounts or investments as the Company may
specify by written notice. The Company may only specify investment in (1) bank
accounts, (2) bank money-market account, (3) short time certificates of deposit
issued by a bank, or (4) short-term securities issued or guaranteed by the U.S.
Government.

    


    4.           TERMINATION
DATE: For the purpose of this Agreement, the “Termination Date” of the
Offering shall be ___________, 20__ unless terminated earlier by the Company and
Dealer Manager, or extended mutually by both of them, in writing for up to an
additional ____ days.


    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    5.           DISBURSEMENT
OF FUNDS:

    


    (a)          TERMINATION OF THE
OFFERING: If the Escrow Agent has not received on or before the
Termination Date, collected funds funds representing payment in full for those
shares covered by one or more Subscription Agreements (in the form attached
hereto as Exhibit B) that have been accepted by the Company, then the Escrow
Agent shall proceed as directed by the Company and Dealer Manager. The Escrow
Agent, if so directed, shall return all Subscription Payments, without interest
thereon or deduction therefrom, directly to each Subscriber, respectively, at
the address given by such Subscriber in the Subscription Agreement. All
disbursements by the Escrow Agent pursuant to this section shall be made by the
Escrow Agent's usual escrow checks and shall be mailed by first class United
States Postal Services mail, postage pre-paid, as soon as practicable but not
later than the third business day after the Termination Date.

    


    (b)          INITIAL CLOSING OF
OFFERING:  If the Escrow Agent has received on or before the
Termination Date, collected funds funds representing payment in full for those
shares covered by one or more subscription agreements (in the form attached
hereto as Exhibit C), and the Company’s acceptance of each Subscriber, in
writing, then the Escrow Agent shall disburse one-hundred percent (100%) of the
Subscription Payments in immediately available funds in accordance with written
instructions from both Company and Dealer Manager.

    


    (c)          SUBSEQUENT CLOSINGS:
After an initial closing of the Offering, from time to time upon receipt by the
Escrow Agent of additional Subscription Payments and written acceptance of each
Subscriber by the Company, the Escrow Agent shall disburse one-hundred percent
(100%) of all then held Subscription Payments in immediately available funds in
accordance with written instructions from both the Company and Dealer
Manager.

    


    6.           COLLECTED
FUNDS: No Subscription Payment shall be disbursed pursuant to Section 5
until such Subscription Payment has been received by the Escrow Agent in
immediately available funds.

    


    7.           LIABILITY
OF ESCROW AGENT: In performing any duties under this Agreement, the
Escrow Agent shall not be liable to the Company, any Dealer, or any Subscriber
for damages, losses, or expenses, except for gross negligence or willful
misconduct on the part of the Escrow Agent. The Escrow Agent shall not incur any
such liability for any action taken or omitted in reliance upon any instrument,
including any written statement or affidavit provided for in this Agreement that
the Escrow Agent shall in good faith believe to be genuine, nor will the Escrow
Agent be liable or responsible for forgeries, fraud, impersonations, or
determining the scope of any representative’s authority. In addition, the Escrow
Agent may consult with legal counsel in connection with the Escrow Agent's
duties under this Agreement and shall be fully protected in any action taken,
suffered, or permitted by it in good faith in accordance with the reasonable
advice of counsel. The Escrow Agent is not responsible for determining and
verifying the authority of any person acting or purporting to act on behalf of
any Party to this Agreement.

    


    8.           FEES AND
EXPENSES: It is understood that the fees and usual charges agreed upon
for services of the Escrow Agent shall be considered compensation for ordinary
services as contemplated by this Agreement.  In the event that the
conditions of this Agreement are not promptly fulfilled, or if the Escrow Agent
renders any service not provided for in this Agreement after approval by the
Company and Dealer Manager, or if the Company and Dealer Manager request a
substantial modification of its terms, or if any controversy arises, or if the
Escrow Agent is made a party to, or intervenes in, any litigation pertaining to
this Agreement or its subject matter, the Escrow Agent shall be reasonably
compensated for such extraordinary services and reimbursed for all reasonable
costs, attorney's fees, including allocated costs of in-house counsel, and
reasonable expenses occasioned by such default, delay, controversy or
litigation. The Company promises to pay these sums promptly upon
demand.

    


    9.           CONTROVERSIES:
If any controversy arises between the Parties to this Agreement concerning the
subject matter of this Agreement, its terms or conditions, the Escrow Agent will
not be required to determine the controversy or to take any action regarding it.
The Escrow Agent will hold all documents and funds and will wait for settlement
of any such controversy by final appropriate legal proceedings or other means
as, in the Escrow Agent's discretion, the Escrow Agent may require, despite what
may be set forth elsewhere in this Agreement.  In such event, the
Escrow Agent will not be liable for interest or damage. Furthermore, the Escrow
Agent may at its option file an action of interpleader requiring the Parties to
answer and litigate any claims and rights among themselves. The Escrow Agent is
authorized to deposit with the clerk of the court all documents and funds held
in escrow. Upon initiating such action, the Escrow Agent shall be fully released
and discharged of and from all obligations and liability imposed by the terms of
this Agreement.


    
      
         


      

      
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    10.         INDEMNIFICATION
OF ESCROW AGENT: The Company and the respective Dealers, and their
successors and assigns, agree jointly and severally to indemnify and hold the
Escrow Agent harmless against any and all losses, claims, damages, liabilities,
and expenses, including reasonable costs of investigation, counsel fees,
including allocated costs of in-house counsel and disbursements that may be
imposed on the Escrow Agent or incurred by the Escrow Agent in connection with
the performance of its duties under this Agreement, including but not limited to
any litigation arising from this Agreement or involving its subject matter
(“Losses”); provided, however, no such duty to indemnity or hold harmless shall
apply to the extent such Losses are caused by the gross negligence or willful
misconduct on the part of the Escrow Agent.

    


    11.         RESIGNATION
OF ESCROW AGENT: The Escrow Agent may resign at any time upon giving at
least (30) days written notice to the Company and Dealer Manager, provided,
however, that no such resignation shall become effective until the appointment
of a successor escrow agent which shall be accomplished as
follows:  The Company and Dealer Manager shall use their best efforts
to obtain a successor escrow agent within thirty (30) days after receiving such
notice. If the Company and Dealer Manager fail to agree upon a successor escrow
agent within such time, the Escrow Agent shall have the right to appoint a
successor escrow agent authorized to do business in the state of Michigan. The
successor escrow agent shall execute and deliver an instrument accepting such
appointment and it shall without further acts, be vested with all the estates,
properties, rights, powers, and duties of the predecessor escrow agent as if
originally named as Escrow Agent. The Escrow Agent shall thereupon be discharged
from any further duties and liability under this Agreement.

    


    12.         AUTOMATIC
SUCCESSION: Any company into which the Escrow Agent may be merged or with
which it may be consolidated, or any company to whom the Escrow Agent may
transfer a substantial amount of its global escrow business, shall be the
Successor to the Escrow Agent without the execution or filing of any paper or
any further act on the part of any of the Parties, anything herein to the
contrary notwithstanding.

    


    13.         TERMINATION:  This
Agreement shall terminate on; (i) the Termination Date as defined in Section 4
hereof or (ii) upon the completion of the conditions of Sections 5(a) or 5(b)
hereof, without any notices to any person, unless earlier terminated pursuant to
the terms hereof.

    


    14.         MISCELLANEOUS:

    


    (a)         GOVERNING LAWS: This
Agreement is to be construed and interpreted in accordance with the laws of the
state of Michigan applicable to agreements made and to be performed wholly
within such state.

    


    (b)         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.

    


    (c)         NOTICES: All
instructions, notices and demands herein provided for shall be in writing and
shall be mailed postage prepaid, first class mail, delivered by courier, or
telecopies as follows:


    
      
         


      

      
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                If
      to the Company:

              	
                If
      to the Escrow Agent:

              
	 
      	 
      
	
                Klein
      Retail Centers, Inc.

              	
                Century
      Bank and Trust

              
	
                330
      Intertech Parkway, Suite 300

              	
                100
      West Chicago Street

              
	
                Angola,
      IN 46703

              	
                Coldwater,
      MI 49036

              
	
                Attn.:Fred
      Beck

              	
                Attn:
      Jay Carlson

              
	
                Telephone
      No  (260) 665-9732

              	
                Telephone
      No:   (517) 278-1569

              
	
                Fax
      No.:         (260)
      665-7391

              	
                Fax
      No:           
      (517) 278-5399

              


      

    

    


    If to the
Dealer Manager:

    


    Freedom
Investors Corp.

    333
Bishops Way, Suite 122

    Brookfield,
WI 53005

    Attn.:
Joel R. Blumenschein

    


    Telephone
No.: (877) 436-8701

    Fax
No.:          (262)
436-8701

    


    (d)         AMENDMENTS: This
Agreement may be amended, supplemented or otherwise modified only by a written
instrument signed by all Parties hereto.

    


    (e)         USA PATRIOT ACT
INFORMATION: The Company and each other Party shall provide to the Escrow
Agent such other information as the Escrow Agent may reasonably require to
permit the Escrow Agent to comply with its obligations under the federal USA
Patriot Act. The Escrow Agent shall not credit any amount of interest or
investment proceeds earned on the Subscription Payments, or make any payment of
all or a portion of monies held in the escrow account pursuant to this
Agreement, to any person unless and until such person has provided to the Escrow
Agent such documents as the Escrow Agent may require to permit the Escrow Agent
to comply with its obligations under such Act.

    


    (f)           SECURITY ADVICE WAIVER
LANGUAGE: The Company and the Dealer Manager acknowledge that, in
accordance with regulations of the Comptroller of the Currency, the Company and
the Dealers (including the Dealer Manager) have the right to receive brokerage
confirmations of security transactions as they occur. The Company and the
Dealers specifically waive such notification to the extent permitted by law and
acknowledge that the Company and Dealers will receive periodic cash transaction
statements, which will detail all investment transactions.

    


    The Company and Dealer Manager represent and
agree that neither of them have made nor will they in the future make any
representation that states or implies that the Escrow Agent has endorsed,
recommended or guaranteed the purchase, value, or repayment of the Shares
offered for sale by the Company. The Company further agrees that it will insert
in the Subscription Agreement and Instructions made available to prospective
purchasers of the Shares the statement in bold and italics below and will
furnish to the Escrow Agent a copy of each such prospectus, offering circular,
advertisement, subscription agreement or other document at least 5 business days
prior to its distribution to prospective Subscribers.

    


    “The
undersigned acknowledges that Century Bank and Trust is acting only as an escrow
agent in connection with the Offering of the Shares described herein, and has
not endorsed, recommended or guaranteed the purchase, value or repayment of such
Shares.”

    


    The
Parties hereto have executed this Agreement by their duly authorized
representatives as of the date set forth above.


    
      
         


      

      
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                COMPANY

              	 	
                ESCROW
      AGENT

              
	
                Klein
      Retail Centers, Inc.

              	 	
                Century
      Bank and Trust, as

              
	 
      	 	
                Escrow
      Agent

              


      

    

    


    
      
        	
                By:  

              	
                   

              	 	
                By:  

              	
                   

              
	 
      	 	
                Escrow
      Agent

              
	 
      	 	 
      
	
                Date: 

              	
                   

              	 	
                Date: __________________,
      2009

              


      

    

    


    
      
        
          
            
              
                	
                        PLACEMENT
      AGENT

                      	 
	
                        Freedom
      Investors Corp.

                      	 
	 
      	 
	
                        By:

                      	
                           

                      	 
	
                        Name: 

                      	
                           

                      	 
	 
      	 
	
                        Date: 

                      	
                           

                      	 


              

            

          

        

      

    


    
      
         


      

      
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    EXHIBIT
A

    


    Acceptance
Fee

    The
acceptance fee includes the administrative review of documents, initial set-up
of the account, and other reasonably required services up to and including the
closing. This is a one-time fee, payable at closing, of $_________.

    


    Century
Bank and Trust reserves the right to refer any or all escrow documents for legal
review before execution.  Legal fees (billed on an hourly basis) and
expenses for this service will be billed to, and paid by, the
customer.  If appropriate and upon request by the customer, Century
Bank and Trust will provide advance estimates of these legal fees.

    


    Escrow
Disbursement Fee

    For the
performance of the routine duties associated with escrow tranche disbursements
the escrow agent shall charge $________ per tranche disbursement. Escrow
disbursement fees are payable in advance.

    


    Direct
Out of Pocket Expenses

    Reimbursement
of expenses associated with the performance of our duties, including but not
limited to publications, legal counsel after the initial close, travel expenses
and filing fees.

    


    Extraordinary
Services

    Extraordinary
services are duties or responsibilities of an unusual nature, including
termination, but not provided for in the governing documents or otherwise set
forth in this schedule. A reasonable charge will be assessed based on the nature
of the service and the responsibility involved.  At our option, these
charges will be billed at a flat fee or at our hourly rate then in
effect.

    


    Account
approval is subject to review and qualification. Fees are subject to change at
our discretion and upon written notice. Fees paid in advance will not be
prorated. The fees set forth above and any subsequent modifications thereof are
part of your agreement. Finalization of the transaction constitutes agreement to
the above fee schedule, including agreement to any subsequent changes upon
proper written notice.  In the event your transaction is not
finalized, any related out-of-pocket expenses will be billed to you
directly.  Absent your written instructions to sweep or otherwise
invest, all sums in your account will remain uninvested and no accrued interest
or other compensation will be credited to the account. Payment of fees
constitutes acceptance of the terms and conditions set forth.

    


    IMPORTANT
INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT:

    To help
the government fight the funding of terrorism and money laundering activities,
Federal law requires all financial institutions to obtain, verify and record
information that identifies each person who opens an account.For a
non-individual person such as a business entity, a charity, a Trust or other
legal entity we will ask for documentation to verify its formation and existence
as a legal entity. We may also ask to see financial statements, licenses,
identification and authorization documents from individuals claiming authority
to represent the entity or other relevant documentation.


    
      
         


      

      
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    EXHIBIT
C

    


    SUBSCRIPTION
AGREEMENT

    


    Kenneth
S. Klein, Chief Executive Officer

    Klein
Retail Centers, Inc.

    330
Intertech Parkway, Suite. 300

    Angola,
IN 46703

    


    
      	
               
      

            	
              Re:

            	
              Klein
      Retail Centers, Inc. – shares of common stock
      (“Shares”)

            


    

    


    In
connection with the offer and proposed sale to the public by Klein Retail
Centers, Inc. (“Company”), a Delaware corporation, of up to 3,000,000 Shares
(“Offering”), the undersigned prospective investor (the “Investor”) and the
Company hereby agree as follows:

    


    1.           Subscription. The Investor
hereby subscribes for and agrees to purchase the number of Shares set forth on
the signature page of this Subscription Agreement, subject to the following
conditions and understandings:

    


    (i)       Acceptance or
Rejection. The Company, in its sole discretion and for any reason, may
accept or reject this subscription, in whole or in part and at any time. The
Company may also allocate to the Investor less than the number of Shares
subscribed for, in which case there shall be remitted to the Investor the
difference between the subscription amount paid and the subscription price
allocable to the Shares accepted.

    


    (ii)      Closing. All funds
will be held in a non-interest bearing escrow account until collected funds
representing one or more subscriptions have been received by the Escrow Agent
This escrow agent will continue as the distribution agent until the Offering is
terminated.

    


    (iii)     Treatment of Funds Submitted
in Connection with Rejected Subscriptions. If the Company rejects this
subscription in its entirety, the Investor's check or wire transfer accompanying
this subscription will be returned to the Investor without interest or
deduction. If this subscription is accepted in whole or in part, the Investor's
check will be cashed or the wire transfer approved with funds disbursed pursuant
to the Escrow Agreement, and the Company will promptly remit to the Investor the
funds relating to that portion of the subscription, if any that is not
accepted.

    


    2.           Representations and
Warranties. The Investor makes the acknowledgments, representations and
warranties set forth in this Section with the intent that the same may be relied
upon in determining the Investor's suitability as a purchaser of Shares. The
obligations of the Investor and the acknowledgments, representations and
warranties herein contained shall be binding upon each such person and his
respective heirs, executors, administrators, and assigns.

    


    (i)       No Regulatory Review.
The Investor acknowledges that no federal, state or other agency has made nor
will make any finding or determination as to the fairness of the investment or
make nor made any recommendation or endorsement of the Shares.

    


    (ii)     Escrow Agent Status.
The Investor acknowledges that Century Bank and Trust is acting only as an
escrow agent in connection with the Offering of the Shares described herein, and
has not endorsed, recommended or guaranteed the purchase, value or repayment of
such Units.

    


    3.           Survival. The representations
and warranties contained in Section 2 herein will survive the
Closing.

    


    4.           Reliance on Representations and
Warranties; Indemnification. The Investor understands that the Company
will rely on the representations and warranties of the Investor herein in
determining whether a sale of Shares to the Investor is in compliance with
federal and applicable state securities laws. The Investor hereby agrees to
indemnify the Company and its respective affiliates, and hold the Company and
its affiliates harmless from and against any and all liability, damage, cost or
expense (including reasonable attorneys' fees) incurred on the account of or
arising out of: (a) any inaccuracy in the Investor's Acknowledgments,
representations and warranties set forth in this Subscription Agreement; (b) the
disposition of any of the Shares which the Investor will receive, contrary to
the Investor's acknowledgments, representations and warranties in this
Subscription Agreement; (c) any suit or proceeding based upon the claim that
said acknowledgments, representations or warranties were inaccurate or
misleading or otherwise cause for obtaining damages or redress from the Company
or any of its affiliates or the disposition of all or any part of the Investor's
Shares; and (d) the Investor's failure to fulfill any or all of the Investor's
obligations herein.


    
      
         


      

      
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    5.           Updating Information. All of
the information set forth herein with respect to the Investor, including,
without limitation all of the acknowledgments, representations and warranties
set forth herein, is correct and complete as of the date hereof and, if there
should be any material change in such information prior to the acceptance of
this subscription by the Company, the Investor will immediately furnish the
revised or corrected information to the Company.

    


    6.           Execution of Additional
Documents. The parties to this Subscription Agreement will execute and
deliver any other documents, transfers, assurances and procedures necessary, in
the opinion of counsel for the Company, for the purposes of giving effect to or
perfecting the transactions contemplated by this Subscription
Agreement.

    


    7.           Notices. Any notices or other
communication required or permitted hereunder shall be sufficiently given if in
writing and sent by registered or certified mail, postage prepaid and return
receipt requested if to the Company to: Kenneth Klein, Chief Executive, Klein
Retail Centers, Inc., 330 Intertech Parkway, Suite. 300, Angola, IN 46703, (517)
278-3050 and if to the Investor, at the address set forth following the
Investor's signature to this Subscription Agreement, or to such other address as
either the Company or the Investor shall designate to the other by notice in
writing.

    


    8.           Successors;
Amendment.  This Subscription Agreement inures to the benefit
of and is binding upon the parties to this Subscription Agreement and their
heirs, executors, administrators, successors and permitted
assigns.  This Subscription Agreement may be amended, modified or
terminated only by an agreement in writing, signed by the parties to be changed
by such amendment, modification or termination.

    


    9.           Governing Law. This
Subscription Agreement shall be governed by and construed in accordance with the
laws of the state of Michigan.

    


    10.          Representation.  The
Investor acknowledges that legal counsel for the Company has acted as counsel
solely to the Company and not to the Investor. The Investor is advised to have
his/her/its own legal counsel and other advisors review the Offering Memorandum
prior to subscribing for Shares.

    


    11.          The undersigned
acknowledges that Century Bank and Trust is acting only as an escrow agent in
connection with the Offering of the Shares described herein, and has not
endorsed, recommended or guaranteed the purchase, value or repayment of such
Shares.


    
      
         


      

      
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    12.          Signatures.  The
Investor declares under penalty of perjury that the statements, acknowledgments,
representations and warranties contained herein are true, correct and complete
and that this Subscription Agreement was executed.

    


    
      
        
          
            
              
                
                  	 
      	 
      	 
      	 
      
	
                          Print
      Name

                        	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                          Address

                        	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                          City                                    State                     Zip
      Code

                        	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                          By: 

                        	 
      	 
      	
                          By: 

                        	 
      
	 
      	
                          Signature

                        	 
      	 
      	
                          Signature
      of Spouse (if
applicable)

                        


                

              

            

          

        

      

    

    


    
      
        
          
            	
                    Dated: 

                  	 
      	 


          

        

      

    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    


    (SUBMIT
WITH CHECK)

    


    Number of
Shares subscribed for: _______@ $5.25 per Share (__________ Shares
Minimum).

    


    Dollar
Amount of Shares subscribed
for:   $_________________

    


    Make
all certified or bank checks payable to: Klein Retail Centers, Inc. Escrow
Account

    


    If you
wish to execute a wire transfer, please contact Joel R Blumenschein of Freedom
Investors Corp (Dealer Manager Agent) at (877) 436-8701 for wire instructions.
NOTE: All funds, whether
by check or wire transfer, must be drawn on a United States bank for same day
and in United States funds.

    


    Print
exact name(s) in which Units are to be registered:

    


    
      
        	
                NAME
      (1): 

              	
                   

              


      

    

    


    
      
        	
                SS#
      or Tax I.D.: 

              	
                   

              


      

    

    


    
      
        	
                Telephone
      No.: 

              	
                   

              


      

    

    


    
      
        	
                Email
      Address: 

              	
                   

              


      

    

    


    
      
        	
                NAME
      (2): 

              	
                   

              


      

    

    


    
      
        	
                SS#
      or Tax I.D.: 

              	
                   

              


      

    

    


    
      
        	
                Telephone
      No.: 

              	
                   

              


      

    

    


    
      
        	
                Email
      Address: 

              	
                   

              


      

    

    


    
      
        	
                ENTITY: 

              	
                   

              


      

    

    


    ADDRESS:

    


    The
investment is to be held as follows (check one):

    (a)____Husband
& Wife, as community property

    (b)____Joint
Tenants

    (c)____Tenants
in Common

    (d)____Individual

    (e)____Corporation

    (f)____
Partnership

    (g)____Trust

    (h)____Other


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    Broker/Dealer
Information

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                Name
      of Broker/Dealer:

                              	 
      
	
                                Address:

                              	 
      
	 
      	 
      
	 
      	
                                TEL:
      (      )                                       FAX:
      (      )

                              
	
                                Registered
      Representative:

                              	 
      
	
                                Rep.
      Address (If Different):

                              	 
      
	 
      	 
      
	
                                Rep.
      Telephone & Fax:

                              	
                                (      )                                           (      )

                              
	 
      	 
      


                      

                    

                  

                

              

            

          

        

      

    

    


    ACCEPTANCE
OF SUBSCRIPTION

    


    Accepted
by Klein Retail Centers, Inc., as of                                                                                                           ,
200__.

    


    
      
        
          	
                  By    

                	 
      
	 
      	 
      
	 
      	
                  Kenneth
      Klein, Chief Executive Officer

                
	 
      	
                  Klein
      Retail Centers, Inc.

                


        

      

    

    


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        11

        
          

        

      

      
         


      

    


    ANTI-MONEY
LAUNDERING PROVISIONS

     

    
      
        
          
            
              	
                      The
      USA PATRIOT Act

                    	 
      	
                      What
      is money laundering?

                    	 
      	
                      How
      big is the problem and why is it important?

                    
	
                      The
      USA PATRIOT Act is designed to detect, deter, and punish terrorists in the
      United States and abroad.  The Act imposes new anti-money
      laundering requirements on brokerage firms and financial
      institutions.  Since April 24, 2002, all brokerage firms have
      been required to have new, comprehensive anti-money laundering
      programs.

                      To
      help you understand these efforts, we want to provide you with some
      information about money laundering and The Company’s steps to implement
      the USA PATRIOT Act.

                    	 
      	
                      Money
      laundering is the process of disguising illegally obtained money so that
      the funds appear to come from legitimate sources or
      activities.  Money laundering occurs in connection with a wide
      variety of crimes, including illegal arms sales, drug trafficking,
      robbery, fraud, racketeering, and terrorism.

                    	 
      	
                      The
      use of the U.S. financial system by criminals to facilitate terrorism or
      other crimes could taint The Company’s financial markets. According to the
      U.S. State Department, one recent estimate puts the amount of worldwide
      money laundering activity at $1 trillion a
year.

                    


            

          

        

      

    

    


    
      
        	
                What
      are we required to do to eliminate money laundering?

              
	
                Under
      new rules required by the USA PATRIOT Act, The Company’s anti-money
      laundering program must designate a special compliance officer, set up
      employee training, conduct independent audits, and establish policies and
      procedures to detect and report suspicious transactions and ensure
      compliance with the new laws.

              	 
      	
                As
      part of The Company’s required program, we may ask you to provide various
      identification documents or other information.  Until you
      provide the information or documents we need, we may not be able to effect
      any transactions for you.

              


      

    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    


    PATRIOT
ACT REQUIREMENTS

    


    The
Patriot Act requires us to obtain the following information from you to detect
and prevent the misuse of the world financial system.

    


    1.           In
the space provided below, please provide details of where monies were transferred
from to the Company in relation to your subscription for
Units.

    


    
      
        
          
            
              
                
                  	
                          COUNTRY

                        	 
      	
                          NAME OF BANK OR

                          FINANCIAL

                          INSTITUTION

                        	 
      	
                          CONTACT

                          NAME/PHONE

                          NUMBER AT BANK

                          OR FINANCIAL

                          INSTITUTION

                        	 
      	
                          NAME OF

                          ACCOUNT

                          HOLDER

                        	 
      	
                          ACCOUNT

                          NUMBER

                        
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      


                

              

            

          

        

      

    

    


    If the
country from which the monies were transferred appears in the Approved Country
List below, please go to number 3.  If the country does not appear,
please go to number 2.

    


    Approved
Country List:

    


    
      	
              Argentina

            	
                

            	
              Germany

            	
                

            	
              Liechtenstein

            	
                

            	
              Spain

            
	
              Australia

            	 
      	
              Gibraltar

            	 
      	
              Luxembourg

            	 
      	
              Switzerland

            
	
              Bermuda

            	 
      	
              Guernsey

            	 
      	
              Mexico

            	 
      	
              Turkey

            
	
              Belgium

            	 
      	
              Hong
      Kong

            	 
      	
              Netherlands

            	 
      	
              United
      Kingdom

            
	
              Brazil

            	 
      	
              Iceland

            	 
      	
              New
      Zealand

            	 
      	
              United
      States

            
	
              British
      Virgin Islands

            	 
      	
              Ireland

            	 
      	
              Norway

            	 
      	 
      
	
              Canada

            	 
      	
              Isle
      of Man

            	 
      	
              Panama

            	 
      	 
      
	
              Denmark

            	 
      	
              Italy

            	 
      	
              Portugal

            	 
      	 
      
	
              Finland

            	 
      	
              Japan

            	 
      	
              Singapore

            	 
      	 
      
	
              France

            	 
      	
              Jersey

            	 
      	 
      	 
      	 
      


    

    


    2.           If
subscription monies were transferred to the Company from any country other than
on the Approved Country List (see above), please provide the following
documentation to the Company (all copies should be in English and certified as
being “true and correct copies of the original” by a notary public of the
jurisdiction of which you are resident).

    


    
      	 
      	
              (a)

            	
              For
      Individuals:

            


    

    


    
      	 
      	
              (i)

            	
              evidence
      of name, signature, date of birth and photographic
      identification,

            


    

    


    
      	 
      	
              (ii)

            	
              evidence
      of permanent address, and

            


    

    


    
      	 
      	
              (iii)

            	
              where
      possible, a reference from a bank with whom the individual maintains a
      current relationship and has maintained such relationship for at least two
      years

            


    

    


    
      	 
      	
              (b)

            	
              For
      Companies:

            


    

    


    
      	 
      	
              (i)

            	
              a
      copy of its certificate of incorporation and any change of name
      certificate,

            


    

    


    
      	 
      	
              (ii)

            	
              a
      certificate of good standing,

            


    

    


    
      	 
      	
              (iii)

            	
              a
      register or other acceptable list of directors and
    officers,

            


    

    


    
      	 
      	
              (iv)

            	
              a
      properly authorized mandate of the company to subscribe in the form, for
      example, of a certified resolution which includes naming authorized
      signatories,

            


    

    


    
      	 
      	
              (v)

            	
              a
      description of the nature of the business of the
  company,

            


    


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

    


    
      	 
      	
              (vi)

            	
              identification,
      as described above for individuals, for at least two directors and
      authorized signatories,

            


    

    


    
      	 
      	
              (vii)

            	
              a
      register of members or list of shareholders holding a controlling
      interest, and

            


    

    


    
      	 
      	
              (viii)

            	
              identification,
      as described above, for individuals who are beneficial owners of corporate
      shareholders which hold 10% or more of the capital share of the
      company.

            


    

    


    
      	 
      	
              (c)

            	
              For
      Partnerships and Unincorporated
Businesses:

            


    

    


    
      	 
      	
              (i)

            	
              a
      copy of any certificate of registration and a certificate of good
      standing, if registered,

            


    

    


    
      	 
      	
              (ii)

            	
              identification,
      as described above, for individuals and, where relevant, companies
      constituting a majority of the partners, owners or managers and authorized
      signatories,

            


    

    


    
      	 
      	
              (iii)

            	
              a
      copy of the mandate from the partnership or business authorizing the
      subscription in the form, for example, of a certified resolution which
      includes naming authorized signatories,
and

            


    

    


    
      	 
      	
              (iv)

            	
              a
      copy of constitutional documents (formation and partnership
      agreements).

            


    

    


    
      	 
      	
              (d)

            	
              For
      Trustees:

            


    

    


    
      	 
      	
              (i)

            	
              identification,
      as described above, for individuals or companies (as the case may be) in
      respect of the trustees,

            


    

    


    
      	 
      	
              (ii)

            	
              identification,
      as described above for individuals, of beneficiaries, any person on whose
      instructions or in accordance with whose wishes the trustee/nominee is
      prepared or accustomed to act and the settlor of the trust,
      and

            


    

    


    
      	 
      	
              (iii)

            	
              evidence
      of that nature of the duties or capacity of the
  trustee.

            


    

    


    3.           The
Company is also required to verify the source of funds.  To this end,
summarize the underlying source of the funds remitted to us (for example, where
subscription monies were the profits of business (and if so please specify type
of business), investment income, savings, etc.).

    


    
      
        
          
            
              	
                      Source
      of Funds

                    
	 
      
	 
      
	 
      


            

          

        

      

    


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    ANTI-MONEY
LAUNDERING ACT

    


    WIRING FUNDS: Due to the
Anti-Money Laundering Act, Compliance must grant approval prior to
funds being wired from any account other than National Financial Services (NFS)
or an IRA Custodial Account.  Thus, please adhere to the
following procedure:

    


    
      	 
      	
              A.

            	
              Complete
      Sections 1 through 3 in the Patriot Act Requirements section above, as
      applicable, utilizing the information for the bank from which the wire
      will originate.

            


    

    


    
      	 
      	
              B.

            	
              Attach
      a copy of your “Letter of Instruction” or other wire instructions showing
      your name, financial institution name (where wire will originate), account
      number, wire amount, and wire instructions (escrow agent information such
      as ABA routing number, escrow account number etc) – this must be signed
      and dated.

            


    

    


    
      	 
      	
              C.

            	
              If
      monies will be wired from an account not matching the name on this
      Subscription Agreement, additional documentation is necessary (please
      contact ____________ at __________________ for
  assistance).

            


    

    


    
      	 
      	
              D.

            	
              Submit
      Subscription Agreement to _______________ for processing and compliance
      approval.

            


    

    


    
      	 
      	
              E.

            	
              Upon
      notification of approval from, wire
funds.

            


    

    


    
      	 
      	
              F.

            	
              will
      obtain wire confirmation from escrow agent.  If wire
      confirmation does NOT show account number of wire origination, additional
      documentation will be required.

            


    

    


    
      	
              WIRING
      FUNDS IN ADVANCE OF COMPLIANCE APPROVAL IS
  PROHIBITED

            


    

    


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        15

        
          

        

      

      
         


      

    


    PRIVACY
POLICY

    


    It is the
policy of Freedom Investors Corp. to respect the privacy of customers
(hereinafter referred to as “Subscribers”) who subscribe to transactions placed
by Freedom Investors Corp.

    


    Whether
its own brokers introduce Subscribers to the investment opportunity, or the
introduction was made through Selling Agents, non-public personal information is
protected by Freedom Investors Corp.

    


    Freedom
Investors Corp. does not disclose any nonpublic personal information about
Subscribers to anyone, except as required or permitted by law and to effect,
administer, or enforce transactions requested by Subscribers in the ordinary
processing, servicing or maintaining their accounts. Furthermore, Freedom
Investors Corporation does not reserve the right to disclose Subscriber’s
nonpublic personal information in the future without first notifying the
Subscriber of a change in privacy policy and providing a convenient opportunity
for Subscriber to opt out of information sharing with nonaffiliated third
parties.

    


    Under the
USA PATRIOT Act of 2001 (Public Law 107-56)(together with all rules and
regulations promulgated hereunder, the “Patriot Act”), and/or your broker may be
required or requested to disclose to one or more regulatory and/or law
enforcement bodies certain information regarding transactions relating to your
account involving transactions with foreign entitles and individuals, other
transactions in your account as required in the Patriot Act and other activities
described in the Patriot Act as “suspicious activities.” Neither nor your broker
shall have any obligation to advise you of any such disclosures or reports made
in compliance with the Patriot Act.

    


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        16