Exhibit
No. 10.7

       

      Blackhawk
Capital Group BDC, Inc.

       

      Subscription
Agreement

      and purchaser
questionnaire

       

      THIS
SUBSCRIPTION AGREEMENT, made as of this 12th day of
February 2009, by and between Blackhawk Capital Group BDC, Inc., a Delaware
corporation (the "Company"), with its address at 14 Wall Street, 11th Floor,
New York, New York 10005, and EquitySmith, Inc., 760 Market Street, Suite 856,
San Francisco, CA 94102 (the "Purchaser").

       

      NOW,
THEREFORE, in consideration of the mutual promises contained herein, and each
intending to be legally bound hereby, the parties hereto agree as
follows:

       

      ARTICLE
I – PURCHASE OF THE COMMON STOCK

       

      Section
1.1  Purchase and Sale of
Common Stock.  The Company agrees to issue, sell and deliver to
the Purchaser and the Purchaser agrees to purchase and accept from the Company,
One Million Six Hundred Thousand (1,600,000) shares of Common Stock, par value
$0.00001 per share, of the Company (the "Shares") at $5.00 per Share, for an
aggregate price of Eight Million Dollars ($8,000,000) (the "Purchase
Price").

       

      ARTICLE
II – REPRESENTATIONS AND WARRANTIES; COVENANTS

       

      Section
2.1 Company Representations and
Warranties.  The Company represents and warrants to the
Purchaser as follows:

       

      
        	
              	
                (a)

              	
                Incorporation.  The
      Company is a corporation duly organized, validly existing and in good
      standing under the laws of the State of
  Delaware.

              


      

       

      
        	
              	
                (b)

              	
                Capitalization.  The
      authorized capital stock of the Company is 1,000,000,000 shares of Common
      Stock ("Common Stock"), par value $0.00001 per Share.  There are
      no authorized or outstanding shares of preferred stock.  As of
      January 5, 2009, there are 32,467,484 shares of Common Stock issued and
      outstanding.

              


      

       

      
        	
              	
                (c)

              	
                Shares.  The
      Shares, when issued, sold, and delivered in accordance with the terms of
      this Agreement, will be duly and validly issued, fully paid, and
      nonassessable.  All corporate action required to be taken by or
      on behalf of the Company to authorize the Company to enter into and carry
      out this Agreement, and for the authorization, issuance and delivery of
      the Shares has been duly and properly
taken.

              


      

       

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	
              	
                (d)

              	
                Private Placement
      Memorandum.  Except as set forth below and in the
      Company's Confidential Private Placement Memorandum dated January 15, 2009
      ("Private Placement Memorandum"), neither the Company nor any of its
      agents or representatives has made any agreements or taken any actions
      which may cause anyone to be entitled to a commission or a finder's fee as
      a result of the execution, delivery or performance of this Agreement or
      consummation of the transactions contemplated
  hereby.

              


      

       

      
        	
              	
                (e)

              	
                Securities Act of
      1933.  Based in material part upon the representations
      herein of the Purchaser, the Company has complied and will comply with all
      applicable federal and state securities laws in connection with the offer,
      issuance and sale of the Shares hereunder.  Neither the Company
      nor anyone acting on its behalf, directly or indirectly, has or will sell,
      offer to sell or solicit offers to buy any of the Shares or similar
      securities to, or solicit offers with respect thereto from, or enter into
      any negotiations relating thereto with, any person, or has taken or will
      take any action so as to bring the issuance and sale of any of the Shares
      under the registration provisions of the Securities Act and applicable
      state securities laws, and neither the Company nor any of its affiliates,
      nor any person acting on its or their behalf, has engaged in an form of
      general solicitation or general advertising (within the meaning of
      Regulation D under the Securities Act) in connection with the offer or
      sale of any of the Shares.

              


      

       

      
        	
              	
                (f)

              	
                Proceeds.  The
      Company shall use the net proceeds of the Purchase Price to be received
      from Purchaser as specified in "Use of Proceeds" in the Private Placement
      Memorandum.

              


      

       

      
        	
              	
                (g)

              	
                No
      Litigation.  To the knowledge of the Company, there is no
      litigation or proceeding or investigation pending or threatened against
      the Company in any federal, state or local court, or before any
      administrative agency or arbitrator, or before any other tribunal duly
      authorized to resolve disputes, which seeks to enjoin or prohibit, or
      otherwise questions the validity of, the sale of Shares under this
      Agreement.  The Company completed a rescission offer with the
      purchasers of its Common Stock in the Company's Regulation E offering
      under the Securities Act that was conducted in 2004 and 2005 because
      certain State filings were not made when that offering was
      conducted.  The rescission offer is described in the Private
      Placement Memorandum.

              


      

       

      
        	
              	
                (h)

              	
                Placement
      Agents.  Except for John W. Loofbourrow Associates, Inc.
      ("JWL") and EquitySmith, Inc. ("ESI"), pursuant to the terms of a
      placement agent agreement dated January 16, 2009 between the Company, JWL,
      and ESI ("Placement Agent Agreement"), the Company has not employed any
      broker or finder or incurred any liability for any brokerage, placement,
      commissions, finders' fees, advisory fees or other similar fees in
      connection with the sale of Shares.

              


      

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      Section
2.2  Purchaser
Warranties.  The Purchaser represents and warrants to the
Company as follows:

       

      
        	
              	
                (a)

              	
                Organization and
      Standing of the Purchaser.  Purchaser is a corporation,
      limited liability company or partnership duly incorporated or organized,
      validly existing and in good standing under the laws of the jurisdiction
      of its incorporation or
organization.

              


      

       

      
        	
              	
                (b)

              	
                Authorization and
      Power.  Purchaser has the requisite power and authority
      to enter into and perform this Agreement and to purchase Shares being sold
      to it hereunder.  The execution, delivery and performance of
      this Agreement by Purchaser and the consummation by it of the transactions
      contemplated hereby have been duly authorized by all necessary corporate
      or partnership action, and no further consent or authorization of
      Purchaser or its Board of Directors, stockholders, or partners, as the
      case may be, is required.  When executed and delivered by the
      Purchaser, this Agreement shall constitute the valid and binding
      obligation of Purchaser enforceable against Purchaser in accordance with
      its terms, except as such enforceability may be limited by applicable
      bankruptcy, insolvency, reorganization, moratorium, liquidation,
      conservatorship, receivership or similar laws relating to, or affecting
      generally the enforcement of, creditor's rights and remedies or by other
      equitable principles of general
application.

              


      

       

      
        	
              	
                (c)

              	
                No
      Conflict.  The execution, delivery and performance of
      this Agreement by Purchaser and the consummation by Purchaser of the
      transactions contemplated thereby and hereby do not and will not (i)
      violate any provision of the Purchaser's charter or organization
      documents, (ii) conflict with, or constitute a default (or an event which
      with notice or lapse of time or both would become a default under), or
      give to others any rights of termination, amendment, acceleration or
      cancellation of, any agreement, mortgage, deed of trust, indenture, note,
      bond, license, lease agreement, instrument or obligation to which the
      Purchaser is a party or by which the Purchaser's properties or assets are
      bound, or (iii) result in a violation of any federal, state, local or
      foreign statute, rule, regulation, order, judgment or decree (including
      federal and state securities laws and regulations) applicable to the
      Purchaser or by which any property or asset of the Purchaser are bound or
      affected, except, in all cases, other than violations pursuant to clauses
      (i) or (iii) (with respect to federal and state securities laws) above,
      except, for such conflicts, defaults, terminations, amendments,
      acceleration, cancellations and violations as would not, individually or
      in the aggregate, materially and adversely affect the Purchaser's ability
      to perform its obligations under this
Agreement.

              


      

       

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      
        	
              	
                (d)

              	
                Acquisition for
      Investment.  Purchaser is purchasing the Shares solely
      for its own account and not with a view to or for sale in connection with
      distribution.  Purchaser does not have a present intention to
      sell any of the Shares, nor a present arrangement (whether or not legally
      binding) or intention to effect any distribution of any of the Shares to
      or through any person or entity; provided, however, that
      by making the representations herein, Purchaser does not agree to hold the
      Shares for any minimum or other specific term and reserves the right to
      dispose of the Shares at any time in accordance with Federal and state
      securities laws applicable to such disposition.  Purchaser
      acknowledges that it (i) has such knowledge and experience in financial
      and business matters such that Purchaser is capable of evaluating the
      merits and risks of Purchaser's investment in the Company, (ii) is able to
      bear the financial risks associated with an investment in the Shares and
      (iii) has been given full access to such records of the Company and the
      Subsidiaries and to the officers of the Company and the Subsidiaries as it
      has deemed necessary or appropriate to conduct its due diligence
      investigation.

              


      

       

      
        	
              	
                (e)

              	
                Rule 144A; Rule
      144.  Each Purchaser understands that the Shares must be
      held indefinitely unless such Shares are registered under the Securities
      Act or an exemption from registration is available.  Purchaser
      acknowledges that it is familiar with Rules 144A and 144 of the rules and
      regulations of the Commission, as amended, promulgated pursuant to the
      Securities Act ("Rules"), and that Purchaser has been advised that the
      Rules permit resales only under certain
      circumstances.  Purchaser understands that to the extent that
      Rule 144A or 144 is not available, Purchaser will be unable to sell any
      Shares without either registration under the Securities Act or the
      existence of another exemption from such registration
      requirement.

              


      

       

      
        	
              	
                (f)

              	
                General.  Purchaser
      understands that the Shares are being offered and sold in reliance on a
      transactional exemption from the registration requirements of federal and
      state securities laws and the Company is relying upon the truth and
      accuracy of the representations, warranties, agreements, acknowledgements
      and understandings of Purchaser set forth herein in order to determine the
      applicability of such exemptions and the suitability of Purchaser to
      acquire the Shares.  Purchaser understands that no United States
      federal or state agency or any government or governmental agency has
      passed upon or made any recommendation or endorsement of the
      Shares.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
              	
                (g)

              	
                No General
      Solicitation.  Purchaser acknowledges that the Shares
      were not offered to Purchaser by means of any form of general or public
      solicitation or general advertising, or publicly disseminated
      advertisements or sales literature, including (i) any advertisement,
      article, notice or other communication published in any newspaper,
      magazine, or similar media, or broadcast over television or radio, or (ii)
      any seminar or meeting to which Purchaser was invited by any of the
      foregoing means of communications.  Purchaser, in making the
      decision to purchase the Shares, has relied upon independent investigation
      made by it and has not relied on any information or representations made
      by third parties.

              


      

       

      
        	
              	
                (h)

              	
                Accredited Investor;
      Qualified Institutional Investor.  Purchaser is an
      "accredited investor" (as defined in Rule 501 of Regulation D), and a
      "qualified institutional buyer" ("QIB") as defined under Rule 144A of the
      Securities Act, and Purchaser has such experience in business and
      financial matters that it is capable of evaluating the merits and risks of
      an investment in the Shares.  Purchaser acknowledges that an
      investment in the Shares is speculative and involves a high degree of
      risk.

              


      

       

      
        	
              	
                (i)

              	
                Certain
      Fees.  Purchaser has not employed any broker or finder or
      incurred any liability for any brokerage or investment banking fees,
      placement, commissions, finders' structuring fees, financial advisory fees
      or other similar fees in connection with this
  Agreement.

              


      

       

      
        	
              	
                (j)

              	
                No
      Shorting.  Purchaser has not engaged in any short sales
      of any shares of Common Stock of the Company or instructed any third
      parties to engage in any short sales of securities of the Company on its
      behalf prior to the closing date.  Purchaser covenants and
      agrees that at closing it will not be in a net short position with respect
      to the shares of Common Stock.

              


      

       

      
        	
              	
                (k)

              	
                Information;
      Risks. The Purchaser has
      had an opportunity to discuss the Company’s business, management, and
      financial affairs with management of the Company and has been supplied
      with all documents, records, financial statements, books and other
      information which the Purchaser has requested pertaining to the Company
      and its activities and an investment in the Company, including but not
      limited to the Private Placement Memorandum, a copy of which is attached
      hereto as Exhibit
      A and incorporated herein.  The Purchaser has evaluated
      and understands the risks of (including, but not limited to, the Risk
      Factors described in the Private Placement Memorandum), and other
      considerations relating to, a purchase of the Shares.  The
      Purchaser has been afforded the opportunity to obtain any additional
      information necessary to verify the accuracy of any representations of the
      Company made herein or information provided to the
      Purchaser.  The Purchaser confirms that, in making its, decision
      to invest in the Shares, it has relied upon its own independent
      investigation or that made by its agents, representatives and professional
      advisors, and it and such agents, representatives and professional
      advisors have been given the opportunity to ask questions of, and to
      receive answers from, persons acting on behalf of the Company concerning
      the Company and its activities and all other matters relating to the
      operation of the Company and this investment.  The Purchaser has
      such knowledge and experience in financial and business matters that it is
      capable of evaluating the merits and risks of the investment represented
      by the Shares, and it is able to bear the economic risk of such investment
      including, without limitation, the risk that such investment might be held
      indefinitely by it and the risk of complete loss of the
      investment.  The Purchaser has adequate net worth to sustain a
      complete loss of its investment in the Company and has no need for
      liquidity in its investment.

              


      

       

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	
              	
                (l)

              	
                Qualified
      Institutional Buyer ("QIB") Under Rule
  144A.

              


      

       

      o The Purchaser is a
"qualified institutional buyer" ("QIB") under Rule 144A of the Securities Act
and owns and invests on a discretionary basis at least $100 million in
securities of issuers that are not affiliated with the Purchaser and Purchaser
is the following Rule 144A entity: ______________________________________ [fill
in Rule 144A entity type.]

       

      o Purchaser shall deliver
to the Company a certification (signed by its chief financial officer or other
executive officer) specifying the amount of securities owned and invested no a
discretionary basis by Purchaser as of January ___, 2009.

      


      
        	
              	
                (m)

              	
                Accredited
      Investor.  [Fill in if applicable.]  The
      Purchaser confirms that it is an Accredited Investor, as defined in Rule
      501 of the Securities Act, by reason of meeting any one of the following
      conditions (please initial each paragraph that is
    applicable):

              


      

       

      
        	
              	
                (i)

              	
                is
      a natural person whose individual net worth, or joint net worth with his
      or her spouse, as of the date of the purchase hereunder, exceeds
      $1,000,000;

              
	 	 	
                 

                ______

              


      

       

      
        	
              	
                (ii)

              	
                is
      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 his or her spouse
      in excess of $300,000 in each of the two most recent years and has a
      reasonable expectation of reaching the same income level in the current
      year;

              
	 	 	
                 

                ______

              


      

       

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	
              	
                (iii)

              	
                is
      (a) a bank, as defined in Section 3 (a)(2) of the Securities Act, or a
      savings and loan association or other institution, as defined in Section 3
      (a)(5)(A) of the Securities Act, whether acting in its individual or
      fiduciary capacity; (b) a broker dealer registered pursuant to
      Section 15 of the Securities Exchange Act of 1934, as amended; (c) an
      insurance company as defined in Section 2 (a)(13) of the Securities
      Act; (d) an investment company registered under the Investment Company Act
      of 1940 or a business development company as defined in Section 2
      (a)(48) of the Investment Company Act of 1940; (e) 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; (f) a plan established and maintained by a state, its
      political subdivisions, or any agency or instrumentality of a state or its
      political subdivisions, for the benefit of its employees, if such plan has
      total assets in excess of US $5,000,000; or (g) an employee benefit
      plan within the meaning of Title I of the U.S. Employee
      Retirement Income Security Act of 1974, if the investment decision is made
      by a plan fiduciary, as defined in Section 3 (21) of such act, which
      is either a bank, savings and loan association, insurance company, or
      registered investment adviser, or if the employee benefit plan has total
      assets in excess of US $5,000,000 or, if a self-directed plan, with
      investment decisions made solely by persons that are accredited
      investors;

              


      

      
         

        ______

         

      

      
        	
              	
                (iv)

              	
                is
      a private business development company as defined in Section 202
      (a)(22) of the U.S. Investment Advisors Act of 1940, as
      amended;

              


      

       

      ______

      


      
        	
              	
                (v)

              	
                is
      an organization described in Section 501 (c)(3) of the U.S. Internal
      Revenue Code, or a corporation, Massachusetts or similar business trust,
      or partnership, not formed for the specific purpose of acquiring the
      Shares offered, with total assets of
  US $5,000,000;

              


      

      
         

        ______

      

      


      
        	
              	
                (vi)

              	
                is
      a director or executive officer of the
Company;

              


      

      
         

        ______

      

      
        


        
          
            
               


            

            
               


              
                

              

            

            
               


            

          



      

      
        	
              	
                (vii)

              	
                is
      a trust with total assets in excess of US $5,000,000, not formed for
      the specific purpose of acquiring the Shares offered, whose purchase is
      directed by a person who, either alone or together with its, his or her
      purchaser representative(s), has such knowledge and experience in
      financial and business matters that such person is capable of evaluating
      the merits and risks of the prospective
  investment;

              


      

      
         

        ______

      

       

      


      
        	
              	
                (viii)

              	
                is
      an entity (i.e., partnership, corporation, unincorporated association or
      trust) in which all of the equity owners qualify individually as
      Accredited Investors under the paragraphs set forth above.  An
      entity can qualify under this paragraph even if newly formed for the
      purpose of investing in the
Company.

              


      

       

      
              
X      



      
        	
              	
                (n)

              	
                The
      Purchaser understands that the Company is relying on the truth and
      accuracy of the representations, covenants, and warranties herein made by
      the Purchaser in offering the Shares to the Purchaser without having first
      registered the Shares under the Securities Act or other applicable
      securities laws.

              


      

       

      
        	
              	
                (o)

              	
                Neither
      the Purchaser nor any of its agents or representatives has made any
      agreements or taken any actions, which may cause anyone to be entitled to
      a commission or a finder's or broker’s fee as a result of the execution,
      delivery or performance of this Agreement or consummation of the
      transactions contemplated hereby.

              


      

       

      ARTICLE
III - CERTIFICATE LEGEND

       

      Section
3.1  Legend.  The
certificate representing the Shares shall be stamped or otherwise imprinted with
a legend substantially in the following form (in addition to any legend required
by applicable state securities or "blue sky" laws):

       

      THE
SECURITIES REPRESENTED BY THIS CERTIFICATE (THE "SECURITIES") HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")
OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
STATE SECURITIES LAWS OR BLACKHAWK SHALL HAVE RECEIVED AN OPINION OF COUNSEL
THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER THE
PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      ARTICLE
IV – CONDITIONS

       

      Section
4.1  Conditions of
Company’s Obligations.  The obligations of the Company
hereunder are subject to the receipt of the Purchase Price and the Purchaser’s
execution of this Subscription Agreement.  The Company reserves the
right to reject any part or all of this subscription prior to its execution of
this Agreement.

       

      ARTICLE
V – MISCELLANEOUS

       

      Section
5.1  Fees and
Expenses.  Each party shall bear and be solely responsible for
those costs and expenses incurred by such party in connection with the
transactions contemplated hereby, including such costs, fees, commissions and
expenses of accountants, attorneys, and others retained by such
party.

       

      Section
5.2   Survival.  The
representations and warranties of the parties contained herein shall survive the
execution and delivery of this Agreement and the issuance and sale of the Shares
hereunder.

       

      Section
5.3  Indemnification.  The
Purchaser hereby indemnifies and holds harmless the Company, its directors,
officers and representatives from and against any and all losses, liabilities,
claims, damages and expenses whatsoever (including, but not limited to, any and
all expenses whatsoever reasonably incurred) arising out of or based upon any
false representation or warranty or breach or failure by the Purchaser to comply
with any covenant or agreement made by the Purchaser.

       

      Section
5.4  Notices.  All
notices, requests, approvals, demands and other communications required or
permitted to be given in connection with this Agreement shall be in writing and
shall be deemed to have been duly given: upon receipt, if personally delivered
or sent by facsimile transmission; one (1) business day after sending, if
sent by overnight delivery service; or two (2) business days after mailing,
if mailed by certified mail with return receipt requested, postage prepaid; and
in each case to such party at the following address:

       

      
        	
              	
                (a)

              	
                If
      to the Company:

              


      

       

      Dr.
Craig A. Zabala

      President
and Chief Executive Officer

      Blackhawk
Capital Group BDC, Inc.

      14
Wall Street, Suite 1100B

      New
York, New York 10005

      (212)
566-8300

       

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

      
        	
              	
                (b)

              	
                If
      to the Purchaser:

              


      

       

      Hugo A.
Delgado, Jr.

      President
& Chief Executive Officer

      EquitySmith,
Inc.

      760
Market Street, Suite 856

      San
Francisco, CA 94102

      (415)
572-0924

      


      Section
5.5  Amendments.  This
Agreement may not be amended except by a written agreement signed by both
parties hereto.

       

      Section
5.6  Assignment; Binding
Effect.  This Agreement may not be assigned by either party
without the prior written consent of the other party.  The provisions
of this Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors and permitted assigns.

       

      


      Section
5.7  Severability.  The
invalidity or unenforceability of any provision of this Agreement shall not
affect the validity or enforceability of the remaining provisions of this
Agreement.

       

      Section
5.8  Entire
Agreement.  This Agreement and the documents incorporated by
reference herein constitute the entire agreement among the parties with respect
to the subject matter hereof and supersede all prior and contemporaneous
agreements, discussions or negotiations, whether written or oral.

       

      Section
5.9  Governing Law;
Forum.  This Agreement shall be construed in accordance with
and governed by the laws of the State of New York without regard to principles
of conflicts of laws.  The parties agree that any claim regarding the
sale of Shares and this Agreement shall be brought in a state or federal court
in the State of New York, County of New York, and each party consents to such
court having jurisdiction.

       

      Section
5.10  No Third Party
Rights.  This Agreement is not intended and shall not be
construed to create any rights in any persons or entities other than the Company
and the Purchaser and no person or entity shall assert or be entitled to assert
any rights as third party beneficiary hereunder.

       

      Section
5.11 Counterparts.  This
Agreement may be signed in any number of counterparts, each of which shall be an
original but all of which together shall constitute but one
agreement.

       

      Section
5.12  Waiver.  The failure
or delay on the part of either party to exercise any right, power, or privilege
herein, shall not constitute a waiver thereof.  No waiver shall be
effective unless in writing.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Section
5.13  Headings.  The
headings and captions in this Agreement are for convenience only and are not a
part of this Agreement.

       

      Section
5.14  Interpretation.  Neither
this Agreement nor any provision contained herein shall be interpreted for or
against either party solely because that party or that party’s legal
representative drafted the provision.

       

      


       

      (THIS
PAGE INTENTIONALLY LEFT BLANK)

       

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first
above written.

       

      
        
          	 	
                  BLACKHAWK
      CAPITAL

                  GROUP
      BDC, INC.

                	 
	 	 	
                   

                   

                   

                	 
	
                   

                	
                  By:
      

                	
                  /s/ Craig
      A. Zabala

                	 
	 	 	

                  Dr.
      Craig A. Zabala

                  President
      and Chief

                  Executive
      Officer

                	 


        

         

         

      

      
        
          	 	
                  EquitySmith,
      Inc.

                	 
	 	 	
                   

                   

                   

                	 
	 	
                  By:
      

                	
                  /s/ Hugo
      A. Delgado, Jr.

                	 
	 	 	

                  Hugo
      A. Delgado, Jr.

                  President
      & Chief Executive Officer

                	 


        

         

      

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      EXHIBIT
A

       

      CONFIDENTIAL PRIVATE
PLACEMENT MEMORANDUM