To:
      Terrapin Enterprises, Inc.

     

    TERRAPIN
      ENTERPRISES, INC. 

    REGULATION
      D SUBSCRIPTION AGREEMENT

    AND
      INVESTMENT REPRESENTATION 

    


    SECTION
      1.

     

    1.1
      Subscription.

    


    (a)
      The
      undersigned, intending to be legally bound, hereby irrevocably subscribes for
      and
      agrees to purchase 400,000 shares (the “Purchased Shares”) of the common stock
      (the “Common Stock”) of Terrapin Enterprises, Inc., a newly-formed Nevada
      corporation (the "Company").

    


    1.2
      Purchase
      of Shares.

     

    The
      undersigned understands and acknowledges that the purchase price to be remitted
      to the Company in exchange for the Purchased Shares shall be $0.001 per Share.
      The Company shall deliver the Purchased Shares to the undersigned promptly
      after
      the acceptance of this Subscription Agreement by the Company. 

    


    1.3
      Acceptance
      or Rejection.

    


    (a)
      The
      undersigned understands and agrees that the Company reserves the right to
reject
      this subscription for the Purchased Shares if, in its reasonable judgment,
      it
      deems such action in the best interest of the Company, at any time prior to
      the
      Closing, notwithstanding prior receipt by the undersigned of notice of
      acceptance of the undersigned's subscription. 

    


    (b)
      The
      undersigned understands and agrees that its subscription for the Purchased
      Shares is irrevocable. 

    


    (c) In
      the
      event the sale of the Purchased Shares subscribed for by the undersigned is
      not
      consummated by the Company for any reason (in which event this Subscription
      Agreement shall be deemed to be rejected), this Subscription 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 by the undersigned, without interest thereon or
      deduction therefrom, in exchange for the Purchased Shares. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SECTION
      2.

    


    2.1
      Closing.
      The
      closing (the "Closing") of the purchase and sale of the Purchased Shares, shall
      occur simultaneously with the acceptance by the Company of the undersigned's
      subscription, as evidenced by the Company's execution of this Subscription
      Agreement. 

    


    SECTION
      3.

     

    3.1
      Investor
      Representations and Warranties.
      The
      undersigned hereby acknowledges, represents and warrants to, and agrees with,
      the Company and its affiliates as follows: 

    


    (a)
      The
      undersigned is acquiring the Purchased Shares for his own account as principal,
      not as a nominee or agent, for investment purposes only, and not with a view
      to,
      or for, resale, distribution or fractionalization thereof in whole or in part
      and no other person has a direct or indirect beneficial interest in such
      Purchased Shares or any portion thereof. Further, the undersigned does not
      have
      any contract, undertaking, agreement or arrangement with any person to sell,
      transfer or grant participations to such person or to any third person, with
      respect to the Purchased Shares for which the undersigned is subscribing or
      any
      part of the Purchased Shares. 

    


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

    


    (c)
      The
      undersigned is not subscribing for the Purchased Shares as a result of or
      subsequent to any advertisement, article, notice or other communication
      published in any newspaper, magazine or similar media or broadcast over
      television or radio, or presented at any seminar or meeting, or any solicitation
      of a subscription by person previously not known to the undersigned in
      connection with investment securities generally. 

    


    (d)
      The
      undersigned understands that, except as set forth herein, the Company is under
      no obligation to register the Purchased Shares under the Securities Act of
      1933,
      as amended (the “Securities Act”), or to assist the undersigned in complying
      with the Securities Act or the securities laws of any state of the United States
      or of any foreign jurisdiction. 

    


    (e)
      The
      undersigned is (i) experienced in making investments of the kind described
      in
      this Agreement and the related documents, (ii) able, by reason of the business
      and financial experience of its officers (if an entity) and professional
      advisors (who are not affiliated with or compensated in any way by the Company
      or any of its affiliates or selling agents), to protect its own interests in
      connection with the transactions described in this Agreement, and the related
      documents, and (iii) able to afford the entire loss of its investment in the
      Purchased Shares. 

    


    (f)
      The
      undersigned acknowledges his understanding that the offering and sale of the
      Purchased Shares is intended to be exempt from registration under the Securities
      Act. In furtherance thereof, in addition to the other representations and
      warranties of the undersigned made herein, the undersigned further represents
      and warrants to and agrees with the Company and its affiliates as follows:
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    (1)
      The
      undersigned realizes that the basis for the exemption may not be present if,
      notwithstanding such representations, the undersigned has in mind merely
      acquiring the Purchased Shares 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; 

    


    (2)
      The
      undersigned has the financial ability to bear the economic risk of his
      investment, has adequate means for providing for his current needs and personal
      contingencies and has no need for liquidity with respect to his investment
      in
      the Company; and 

    


    (3)
      The
      undersigned 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 Purchased Shares. The undersigned also represents it has
      not
      been organized for the purpose of acquiring the Purchased Shares; and


    


    (4)
      The
      undersigned has been provided an opportunity for a reasonable period of time
      prior to the date hereof to obtain additional information concerning the
      offering of the Purchased Shares, the Company and all other information to
      the
      extent the Company possesses such information or can acquire it without
      unreasonable effort or expense. 

    


    (g)
      The
      undersigned is not relying on the Company, or its affiliates or agents with
      respect to economic considerations involved in this investment. The undersigned
      has relied solely on its own advisors. 

    


    (h)
      No
      representations or warranties have been made to the undersigned by the Company,
      or any officer, employee, agent, affiliate or subsidiary of the Company, other
      than the representations of the Company contained herein, and in subscribing
      for
      Purchased Shares the undersigned is not relying upon any representations other
      than those contained herein.

    


    (i)
      Any
      resale of the Purchased Shares shall only be made in compliance with exemptions
      from registration afforded by the Securities Act and the rules and regulations
      promulgated thereunder. Further, any such sale of the Purchased Shares in any
      jurisdiction outside of the United States will be made in compliance with the
      securities laws of such jurisdiction. The undersigned will not offer to sell
      or
      sell the Purchased Shares in any jurisdiction unless the undersigned obtains
      all
      required consents, if any. 

    


    (j)
      The
      undersigned understands that the Purchased Shares are being offered and sold
      to
      him in reliance on an exemption from the registration requirements of United
      States federal and state securities laws under Regulation D promulgated under
      the Securities Act and that the Company is relying upon the truth and accuracy
      of the representations, warranties, agreements, acknowledgments and
      understandings of the undersigned set forth herein in order to determine the
      applicability of such exemptions and the suitability of the undersigned to
      acquire the Purchased Shares.

    


    (k)
      The
      undersigned is an “accredited investor” as that term is defined in Rule 501 of
      the General Rules and Regulations under the Securities Act by reason of Rule
      501(a)(3). 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    (l)
      The
      undersigned understands that an investment in the Purchased Shares is a
      speculative investment which involves a high degree of risk and the potential
      loss of his entire investment. 

    


    (m)
      The
      undersigned's overall commitment to investments which are not readily marketable
      is not disproportionate to the undersigned's net worth, and an investment in
      the
      Purchased Shares will not cause such overall commitment to become excessive.
      

    


    (n)
      The
      undersigned has received all documents, records, books and other information
      pertaining to the undersigned’s investment in the Company that has been
      requested by the undersigned.

    


    (o)
      The
      undersigned represents and warrants to the Company that all information that
      the
      undersigned has provided to the Company, including, without limitation, the
      information in the Investor Questionnaire attached hereto or previously provided
      to the Company (the “Investor Questionnaire”), is correct and complete as of the
      date hereof. 

    


    (p)
      Other
      than as set forth herein, the undersigned is not relying upon any other
      information, representation or warranty by the Company or any officer, director,
      stockholder, agent or representative of the Company in determining to invest
      in
      the Purchased Shares. The undersigned has consulted, to the extent deemed
      appropriate by the undersigned, with the undersigned’s own advisers as to the
      financial, tax, legal and related matters concerning an investment in the
      Purchased Shares and on that basis believes that his or its investment in the
      Purchased Shares is suitable and appropriate for the undersigned. 

    


    (q)
      The
      undersigned is aware that no federal or state agency has (i) made any finding
      or
      determination as to the fairness of this investment, (ii) made any
      recommendation or endorsement of the Purchased Shares or the Company, or (iii)
      guaranteed or insured any investment in the Purchased Shares or any investment
      made by the Company. 

    


    (r)
      The
      undersigned understands that the price of the Purchased Shares offered hereby
      bear no relation to the assets, book value or net worth of the Company and
      were
      determined arbitrarily by the Company. 

    


    (s)
      The
      undersigned understands that the Company is newly-formed and has no assets,
      business operations, or operating history. The Company’s lack of operating
      history makes it difficult to evaluate its future prospects, which are subject
      to risks and uncertainties frequently encountered by start-up companies in
      new
      and rapidly evolving markets such as the business of electronic transfer of
      funds.

    


    (t)
      As
      of the
      date of this Agreement, the Company does not have sufficient funds available
      to
      effectuate its business plan or commence its business operations, and the
      Company intends to raise funds through the sale of additional equity shares
      or
      securities convertible or exchangeable into equity shares. The undersigned
      understands that, as a result of the sale and issuance of such additional
      securities, his or its voting power and percentage ownership of the Company
      will
      be diluted and such issuances could have an adverse effect on the market price
      of the
      Common Stock. Additionally, the issuance of shares of preferred stock with
      certain rights, preferences and privileges senior to those held by the Common
      Stock could diminish the undersigned's rights to receive dividends if declared
      by the Board of Directors of the Company and to receive payments upon the
      liquidation of the Company. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SECTION
      4.

     

    The
      Company represents and warrants to the undersigned as follows: 

    


    4.1
      Organization
      of the Company.
      The
      Company is a corporation duly organized and validly existing and in good
      standing under the laws of the State of Nevada, and has all requisite power
      and
      authority to own, lease and operate its properties and to carry on its business
      as now being conducted. The Company is duly qualified as a foreign corporation
      to do business and is in good standing in every jurisdiction in which the nature
      of the business conducted or property owned by it makes such qualification
      necessary, other than those in which the failure so to qualify would not have
      a
      material adverse effect on the business, operations, properties, prospects
      or
      condition (financial or otherwise) of the Company. 

    


    4.2
      Authority.
      (a) The
      Company has the requisite corporate power and authority to enter into and
      perform its obligations under this Agreement and to issue the Purchased Shares;
      (b) the execution and delivery of this Agreement by the Company and the
      consummation by it of the transactions contemplated hereby and thereby have
      been
      duly authorized by all necessary corporate action and no further consent or
      authorization of the Company or its Board of Directors or stockholders is
      required; and (c) this Agreement has been duly executed and delivered by the
      Company and constitutes a valid and binding obligation of the Company
      enforceable against the Company in accordance with its terms, except as such
      enforceability may be limited by applicable bankruptcy, insolvency, or similar
      laws relating to, or affecting generally the enforcement of, creditors' rights
      and remedies or by other equitable principles of general application.


    


    4.3
      Capitalization.
      As of
      the date hereof, the authorized capital stock of the Company consists of
      100,000,000 shares of Common Stock and 5,000,000 shares of preferred stock.
      As
      of the date hereof 7,600,000 shares of Common Stock are issued and outstanding
      of which 7,200,000 are held by Simona Hirsch and 400,000 are held by Jacob
      Hiller. No shares of preferred stock are issued and outstanding. All of such
      outstanding shares have been, or upon issuance will be, validly issued and
      are
      fully paid and nonassessable.

    


    4.4
      Exemption
      from Registration; Valid Issuances.
      The
      sale and issuance of the Purchased Shares, in accordance with the terms and
      on
      the bases of the representations and warranties of the undersigned set forth
      herein, may and shall be properly issued by the Company to the undersigned
      pursuant to any applicable federal or state law. When issued and paid for as
      herein provided, the Purchased Shares shall be duly and validly issued, fully
      paid, and nonassessable. Neither the sales of the Purchased Shares pursuant
      to,
      nor the Company's performance of its obligations under, this Agreement shall
      (a)
      result in the creation or imposition of any liens, charges, claims or other
      encumbrances upon the Purchased Shares or any of the assets of the Company,
      or
      (b) entitle the other holders of the Common Stock of the Company to preemptive
      or other
      rights to subscribe to or acquire the Common Stock or other securities of the
      Company. The Purchased Shares shall not subject the undersigned to personal
      liability by reason of the ownership thereof.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    4.5
      No
      General Solicitation or Advertising in Regard to this
      Transaction.
      Neither
      the Company nor any of its affiliates nor any person acting on its or their
      behalf (a) has conducted or will conduct any general solicitation (as that
      term
      is used in Rule 502(c) of Regulation D) or general advertising with respect
      to
      any of the Purchased Shares, or (b) made any offers or sales of any security
      or
      solicited any offers to buy any security under any circumstances that would
      require registration of the Common Stock under the Securities Act. 

    


    4.6
      No
      Conflicts.
      The
      execution, delivery and performance of this Agreement by the Company and the
      consummation by the Company of the transactions contemplated hereby, including
      without limitation the issuance of the Purchased Shares, do not and will not
      (a)
      result in a violation of the Articles of Incorporation or By-Laws of the Company
      or (b) conflict with, or constitute a material default (or an event that with
      notice or lapse of time or both would become a material default) under, or
      give
      to others any rights of termination, amendment, acceleration or cancellation
      of,
      any material agreement, indenture, instrument or any "lock-up" or similar
      provision of any underwriting or similar agreement to which the Company is
      a
      party, or (c) result in a violation of any federal, state, local or foreign
      law,
      rule, regulation, order, judgment or decree (including federal and state
      securities laws and regulations) applicable to the Company or by which any
      property or asset of the Company is bound or affected (except for such
      conflicts, defaults, terminations, amendments, accelerations, cancellations
      and
      violations as would not, individually or in the aggregate, have a material
      adverse effect on the business, operations, properties, prospects or condition
      (financial or otherwise) of the Company) nor is the Company otherwise in
      violation of, conflict with or in default under any of the foregoing. The
      Company is not required under federal, state or local law, rule or regulation
      to
      obtain any consent, authorization or order of, or make any filing or
      registration with, any court or governmental agency in order for it to execute,
      deliver or perform any of its obligations under this Agreement or issue and
      sell
      the Common Stock in accordance with the terms hereof (other than any federal
      or
      state securities filings that may be required to be made by the Company);
      provided that the Company is assuming and relying upon the accuracy of the
      relevant representations and agreements of the undersigned herein. 

    


    4.7
      Litigation
      and Other Proceedings.
      There
      are no lawsuits or proceedings pending or to the best knowledge of the Company
      threatened, against the Company, nor has the Company received any written or
      oral notice of any such action, suit, proceeding or investigation. No judgment,
      order, writ, injunction or decree or award has been issued by or, so far as
      is
      known by the Company, requested of any court, arbitrator or governmental agency
      which would have a material adverse effect on the business, operations,
      properties, prospects or condition (financial or otherwise) of the Company.
      

    


    4.8
      No
      Misleading or Untrue Communication.
      The
      Company, any person representing the Company, and, to the knowledge of the
      Company, any other person selling or offering to sell the Purchased Shares,
      if
      any, in connection with the transactions contemplated by this Agreement, have
      not made, at any time, any written or oral communication in connection with
      the
      offer or sale
      of
      the same which contained any untrue statement of a material fact or omitted
      to
      state any material fact necessary in order to make the statements, in the light
      of the circumstances under which they were made, not misleading. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    SECTION
      5.

     

    5.1
      Indemnity.
      The
      undersigned agrees to indemnify and hold harmless the Company, its officers
      and
      directors, employees and its affiliates and their respective successors and
      assigns and each other person, if any, who controls any thereof, 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 or breach or failure by the undersigned to comply
      with any covenant or agreement made by the undersigned herein or in any other
      document furnished by the undersigned to any of the foregoing in connection
      with
      this transaction. 

    


    5.2
      Modification.
      Neither
      this Agreement nor any provisions hereof shall be modified, discharged or
      terminated except by an instrument in writing signed by the party against whom
      any waiver, change, discharge or termination is sought. 

    


    5.3
      Notices.
      Any
      notice, demand or other communication which any party hereto may be required,
      or
      may elect, to give to anyone interested hereunder shall be sufficiently given
      if
      (a) deposited, postage prepaid, in a United States mail letter box, registered
      or certified mail, return receipt requested, addressed to such address as may
      be
      given herein, or (b) delivered personally at such address. 

    


    5.4
      Counterparts.
      This
      Agreement may be executed through the use of separate signature pages or in
      any
      number of counterparts and by facsimile, and each of such counterparts shall,
      for all purposes, constitute one agreement binding on all parties,
      notwithstanding that all parties are not signatories to the same counterpart.
      Signatures may be facsimiles. 

    


    5.5
      Binding
      Effect.
      Except
      as otherwise provided herein, this Agreement shall be binding upon and inure
      to
      the benefit of the parties and their heirs, executors, administrators,
      successors, legal representatives and assigns. If the undersigned is more than
      one person, the obligation of the undersigned shall be joint and several and
      the
      agreements, representations, warranties and acknowledgments herein contained
      shall be deemed to be made by and be binding upon each such person and his
      heirs, executors, administrators and successors. 

    


    5.6
      Entire
      Agreement.
      This
      Agreement and the documents referenced herein contain the entire agreement
      of
      the parties and there are no representations, covenants or other agreements
      except as stated or referred to herein and therein. 

    


    5.7
      Assignability.
      This
      Agreement is not transferable or assignable by the undersigned. 

    


    5.8
      Applicable
      Law.
      This
      Agreement shall be governed by and construed in accordance with the
      laws
      of the State of Nevada, without giving effect to conflicts of law
      principles.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    5.9
      Pronouns.
      The use
      herein of the masculine pronouns "him" or "his" or similar terms shall be deemed
      to include the feminine and neuter genders as well and the use herein of the
      singular pronoun shall be deemed to include the plural as well. 

    


    IN
      WITNESS WHEREOF, the undersigned has executed this Agreement on the 10th day
      of
      April, 2006. 

    


    Amount
      of
      Investment:

     

    $400.00

     

    INDIVIDUAL
      INVESTOR:

     

    /s/
      Adam
      Teller                      


    Name:
      Adam Teller 

     

     

    PARTNERSHIP,
      CORPORATION, TRUST, 

    CUSTODIAL
      ACCOUNT, OTHER INVESTOR

    


    ___________________________

    (Print
      Name of Entity) 

     

    By:
      __________________

    Name:
      

    Title:
      

    Address:
      

     

    Taxpayer
      Identification Number:_____________

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    ACCEPTANCE
      OF SUBSCRIPTION

     

    (to
      be
      filed out only
      by the
      Company)

     

    The
      Company hereby accepts the above application for subscription for Purchased
      Shares on behalf of the Company. 

     

    


    
      	TERRAPIN ENTERPRISES, INC.	Dated: April
              11,
              2006
	 	 
	 	 
	
              By:
                /s/ Simona
                Hirsch                     
                

              Name:
                Simona Hirsch

              Title:
                President

            	 


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    
      	
              TERRRAPIN
                ENTERPRISES, INC.

            	 
	
              INVESTOR
                QUESTIONNAIRE

            
	
              A.

            	 	
              General

            	
               

            
	 	 	 	 
	
               

            	 	
              Information

            	 
	
              1

            	
              .

            	
              Print
                Full Name of Investor:

            	
              Individual:

            
	 	 	 	 
	 	 	 	
              First,
                Middle, Last

            
	 	 	 	 
	 	 	 	 
	 	 	 	
              Partnership,
                Corporation, Trust,

            
	 	 	 	
              Custodial
                Account, Other:

            
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	
              Name
                of Entity

            
	 	 	 	 
	
              2

            	
              .

            	
              Address
                for Notices:

            	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 
	3.	 	Name
              of Primary Contact Person: 	 
	 	 	Title:	 
	 	 	 	 
	4.	 	Telephone
              Number:	 
	 	 	 	 
	5.	 	E-Mail
              Address:	 
	 	 	 	 
	6.	 	Facsimile
              Number:	 
	 	 	 	 
	7.	 	Permanent
              Address:	 
	 	 	(if
              different from Address for Notices
              above)	 
	 	 	 	 
	8.	 	Authorized
              Signatory:	 
	 	 	Title:	 
	 	 	Telephone
              Number:	 
	 	 	Facsimile
              Number:	 


    

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    B.
      Accredited
      Investor Status

    


    The
      Investor represents and warrants that the Investor is an “accredited investor”
within the meaning of Rule 501 of Regulation D under the Securities Act of
      1933,
      as amended (the “Securities Act”), and has checked the box or boxes below which
      are next to the categories under which the Investor qualifies as an accredited
      investor: 

    


    FOR
      INDIVIDUALS:

     

    
      	o  	
              A
                natural person with individual net worth (or joint net worth with
                spouse)
                in excess of $1 million. For purposes of this item, “net worth” means the
                excess of total assets at fair market value, including home, home
                furnishings and automobiles (and including property owned by a spouse),
                over total liabilities.

            


    

     

    
      	o  	
              A
                natural person with individual income (without including any income
                of the
                Investor’s spouse) in excess of $200,000, or joint income with spouse of
                $300,000, in each of the two most recent years and who reasonably
                expects
                to reach the same income level in the current
                year.

            


    

    


    FOR
      ENTITIES:

     

    
      	o  	
              A
                bank as defined in Section 3(a)(2) of the Securities Act or any 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.

            


    

     

    
      	o  	
              An
                insurance company as defined in Section 2(13) of the Securities
                Act.

            


    

     

    
      	o  	
              A
                broker-dealer registered pursuant to Section 15 of the Securities
                Exchange
                Act of 1934.

            


    

     

    
      	o  	
              An
                investment company registered under the Investment Company Act of
                1940, as
                amended (the “Investment Company Act”). If an Investor has checked this
                box, please contact David Lubin, Esq. at (516) 569-9629 or
                david@dlubinassociates.com for additional information that will be
                required.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	o  	
              A
                business development company as defined in Section 2(a)(48) of the
                Investment Company Act.

            


    

     

    
      	o  	
              A
                small business investment company licensed by the Small Business
                Administration under Section 301(c) or (d) of the Small Business
                Investment Act of 1958.

            


    

     

    
      	o  	
              A
                private business development company as defined in Section 202(a)(22)
                of
                the Investment Advisers Act of 1940. If an Investor has checked this
                box,
                please contact David Lubin, Esq. at (516) 569-9629 or
                david@dlubinassociates.com for additional information that will be
                required.

            


    

     

    
      	o  	
              An
                organization described in Section 501(c)(3) of the Internal Revenue
                Code,
                a corporation, Massachusetts or similar business trust, or partnership,
                not formed for the specific purpose of acquiring the Purchased Shares,
                with total assets in excess of $5
                million.

            


    

     

    
      	o  	
              A
                trust with total assets in excess of $5 million not formed for the
                specific purpose of acquiring the Purchased Shares, whose purchase
                is
                directed by a person with such knowledge and experience in financial
                and
                business matters as to be capable of evaluating the merits and risks
                of an
                investment in the Company and the purchase of the Purchased
                Shares.

            


    

     

    
      	o  	
              An
                employee benefit plan within the meaning of ERISA if the decision
                to
                invest in the Purchased Shares 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,
                or if
                the employee benefit plan has total assets in excess of $5 million
                or, if
                a self-directed plan, with investment decisions made solely by persons
                that are accredited investors.

            


    

     

    
      	o  	
              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 the plan has total assets in
                excess
                of $5 million.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    
      	o  	
              An
                entity, including a grantor trust, in which all of the equity owners
                are
                accredited investors as determined under any of the foregoing paragraphs
                (for this purpose, a beneficiary of a trust not an equity owner,
                but the
                grantor of a grantor trust is an equity
                owner).

            


    

     

    C.
      Supplemental Data for Entities

     

    1.
      If the
      Investor is not a natural person, furnish the following supplemental data
      (natural persons may skip this Section C of the Investor Questionnaire):


    


    Legal
      form of entity (trust, corporation, partnership, etc.):
      _________________________

    


    Jurisdiction
      of organization: ________________________________________________

    


    2.
      Was
      the Investor organized for the specific purpose of acquiring the Purchased
      Shares?

    


    
      	
              o
                Yes

            	
              o
                No

            


    

       

    If
      the
      answer to the above question is “Yes,” please contact David Lubin, Esq. at (516)
      569-9629 or david@dlubinassociates.com for additional information that will
      be
      required. 

    


    3.
      Are
      shareholders, partners or other holders of equity or beneficial interest in
      the
      Investor able to decide individually whether to participate, or the extent
      of
      their participation, in the Investor’s investment in the Company (i.e., can
      shareholders, partners or other holders of equity or beneficial interest in
      the
      Investor determine whether their capital will form part of the capital invested
      by the Investor in the Company)? 

    
      


      
        	
                o
                  Yes

              	
                o
                  No

              


      

         

    

    If
      the
      answer to the above question is “Yes,” please contact David Lubin, Esq. at (516)
      569-9629 or david@dlubinassociates.com for additional information that will
      be
      required. 

    


    4(a).
      Please indicate whether or not the Investor is, or is acting on behalf of,
      (i)
      an employee benefit plan within the meaning of Section 3(3) of ERISA,
whether
      or not such plan is subject to ERISA,
      or (ii)
      an entity which is deemed to hold the assets of any such employee benefit plan
      pursuant to 29 C.F.R. § 2510.3-101. For example, a plan which is maintained by a
      foreign corporation, governmental entity or church, a Keogh plan covering no
      common-law employees and an individual retirement account are employee benefit
      plans within the meaning of Section 3(3) of ERISA but generally are not subject
      to ERISA (collectively, “Non-ERISA
      Plans”).
      In
      general, a foreign or US entity which is not an operating company and which
      is
      not publicly traded or registered as an investment company under the Investment
      Company Act of 1940, as amended,
      and in which 25% or more of the value of any class of equity interest is held
      by
      employee pension or welfare plans (including an entity which is deemed to hold
      the assets of any such plan), would be deemed to hold the assets of one or
      more
      employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only
      Non-ERISA Plans were invested in such an entity, the entity generally would
      not
      be subject to ERISA. For purposes of determining whether this 25% threshold
      has
      been met or exceeded, the value of any equity interest held by a person (other
      than such a plan or entity) who has discretionary authority or control with
      respect to the assets of the entity, or any person who provides investment
      advice for a fee (direct or indirect) with respect to such assets, or any
      affiliate of such a person, is disregarded. 

    
      


      
        	
                o
                  Yes

              	
                o
                  No

              


      

         

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4(b).
      If
      the Investor is, or is acting on behalf of, such an employee benefit plan,
      or is
      an entity deemed to hold the assets of any such plan or plans, please indicate
      whether or not the Investor is subject to ERISA. 

    
      


      
        	
                o
                  Yes

              	
                o
                  No

              


      

         

    

     

    4(c.)
      If
      the Investor answered “Yes” to question 4.(b) and the Investor is investing the
      assets of an insurance company general account, please indicate what percentage
      of the Investor’s assets the purchase of the Purchased Shares is subject to
      ERISA. ___________%. 

    


    5.
      Does
      the amount of the Investor’s subscription for the Purchased Shares in the
      Company exceed
      40% of the total assets (on a consolidated basis with its subsidiaries) of
      the
      Investor? 

    
      


      
        	
                o
                  Yes

              	
                o
                  No

              


      

         

    

    If
      the
      question above was answered “Yes,” please contact David Lubin, Esq. at (516)
      569-9629 or david@dlubinassociates.com for additional information that will
      be
      required. 

    


    6(a).
      Is
      the Investor a private investment company which is not registered under the
      Investment Company Act, in reliance on Section 3(c)(1) or Section 3(c)(7)
      thereof? 

    
      


      
        	
                o
                  Yes

              	
                o
                  No

              


      

         

    

    6(b).
      If
      the question above was answered “Yes,” was the Investor formed prior to April
      30, 1996? 

    
      


      
        	
                o
                  Yes

              	
                o
                  No

              


      

         



    If
      the
      questions set forth in (a) and (b) above were both answered “Yes,” please
      contact David Lubin, Esq. 

    


    7(a).
      Is
      the Investor a grantor trust, a partnership or an S-Corporation for US federal
      income tax purposes? 


    
      


      
        	
                o
                  Yes

              	
                o
                  No

              


      

         

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      



    7(b).
      If
      the question above was answered “Yes,” please indicate whether or
      not:

    


    (i)
      more
      than 50 percent of the value of the ownership interest of any beneficial owner
      in the Investor is (or may at any time during the term of the Company be)
      attributable to the Investor’s (direct or indirect) interest in the Company; or


    
      


      
        	
                o
                  Yes

              	
                o
                  No

              


      

         

    

    (ii)
      it
      is a principal purpose of the Investor’s participation in the Company to permit
      the Partnership to satisfy the 100 partner limitation contained in US Treasury
      Regulation Section 1.7704-1(h)(3). 

    
      


      
        	
                o
                  Yes

              	
                o
                  No

              


      

         

       

      If
        either
        question above was answered “Yes,” please contact David Lubin, Esq. at (516)
        569-9629 or david@dlubinassociates.com for additional information that will
        be
        required. 

    

    


    8.
      If the
      Investor’s tax year ends on a date other than December 31, please indicate such
      date below: 

     

    


    (Date)

    


    D.
      Related
      Parties 

    


    1.
      To the
      best of the Investor’s knowledge, does the Investor control, or is the Investor
controlled
      by or under common control with, any other investor in the Company?


    
      


      
        	
                o
                  Yes

              	
                o
                  No

              


      

         

    

    


    If
      the
      answer above was answered “Yes”, please identify such related investor(s) below.


     

    Name(s)
      of related investor(s):

     

      
        

      

    

    
      

    

    
      
        

      

    

    


    2.
      Will
      any other person or persons have a beneficial interest in the Purchased Shares
      to be acquired hereunder (other than as a shareholder, partner, or other
      beneficial owner of equity interest in the Investor)? 

     

    
      


      
        	
                o
                  Yes

              	
                o
                  No

              


      

         

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    If
      either
      question above was answered “Yes”, please contact David Lubin, Esq. at (516)
      569-9629 or david@dlubinassociates.com for additional information that will
      be
      required. 

    


    The
      Investor understands that the foregoing information will be relied upon by
      the
      Company for the purpose of determining the eligibility of the Investor to
      purchase the Purchased Shares. The Investor agrees to notify the Company
      immediately if any representation or warranty contained in this Subscription
      Agreement, including this Investor Questionnaire, becomes untrue at any time.
      The Investor agrees to provide, if requested, any additional information that
      may reasonably be required to substantiate the Investor’s status as an
      accredited investor or to otherwise determine the eligibility of the Investor
      to
      purchase the Purchased Shares. The Investor agrees to indemnify and hold
      harmless the Company and each officer, director, shareholder, agent and
      representative of the Company and their respective affiliates and successors
      and
      assigns from and against any loss, damage or liability due to or arising out
      of
      a breach of any representation, warranty or agreement of the Investor contained
      herein. 

     

     

    
      	 	INDIVIDUAL:
	 	 
	 	 
	 	
              (Signature)

            
	 	 
	 	 
	 	
              (Print
                Name)

            
	 	 
	 	
              PARTNERSHIP,
                CORPORATION, TRUST,
                CUSTODIAL ACCOUNT, OTHER:

            
	 	 
	 	 
	 	
              (Name
                of Entity)

            
	 	 
	 	By:
	 	
              (Signature)

            
	 	 
	 	
              (Print
                Name and
                Title)

            


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    Annex
      1

     

    DEFINITION
      OF “INVESTMENTS”

     

    The
      term
“investments” means:

     

    (1)
      Securities, other than securities of an issuer that controls, is controlled
      by,
      or is under common control with, the Investor that owns such securities, unless
      the issuer of such securities is: 

    


    (i)
      An
      investment company or a company that would be an investment company but for
      the
      exclusions or exemptions provided by the Investment Company Act, or a commodity
      pool; or 

    


    (ii)
      a
      Public Company (as defined below); 

    


    (iii)
      A
      company with shareholders’ equity of not less than $50 million (determined
      in accordance with generally accepted accounting principles) as reflected on
      the
      company’s most recent financial statements, provided that such financial
      statements present the information as of a date within 16 months preceding
      the
      date on which the Investor acquires Purchased Shares; 

    


    (2)
      Real
      estate held for investment purposes; 

    


    (3)
      Commodity Shares (as defined below) held for investment purposes; 

    


    (4)
      Physical Commodities (as defined below) held for investment purposes;


    


    (5)
      To
      the extent not securities, Financial Contracts (as defined below) entered into
      for
      investment purposes;

     

    (6)
      In
      the case of an Investor that is a company that would be an investment company
      but for the exclusions provided by Section 3(c)(1) or 3(c)(7) of the Investment
      Company Act, or a commodity pool, any amounts payable to such Investor pursuant
      to a firm agreement or similar binding commitment pursuant to which a person
      has
      agreed to acquire an interest in, or make capital contributions to, the Investor
      upon the demand of the Investor; and 

    


    (7)
      Cash
      and cash equivalents held for investment purposes. 

    


    Real
      Estate that is used by the owner or a Related Person (as defined below) of
      the
      owner for personal purposes, or as a place of business, or in connection with
      the conduct of the trade or business of such owner or a Related Person of the
      owner, will NOT be considered Real Estate held for investment purposes, provided
      that real estate owned by an Investor who is engaged primarily in the business
      of investing, trading or developing real estate in connection with such business
      may be deemed to be held for investment purposes. However, residential real
      estate will not
      be
      deemed to be used for personal purposes if deductions with respect to such
      real
      estate are not disallowed by section 280A of the Internal Revenue Code of 1986,
      as amended.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    A
      Commodity Interest or Physical Commodity owned, or a Financial Contract entered
      into, by the Investor who is engaged primarily in the business of investing,
      reinvesting, or trading in Commodity Shares, Physical Commodities or Financial
      Contracts in connection with such business may be deemed to be held for
      investment purposes. 

    


    “Commodity
      Shares” means commodity futures contracts, options on commodity futures
      contracts, and options on physical commodities traded on or subject to the
      rules
      of: 

    


    (i)
      Any
      contract market designated for trading such transactions under the Commodity
      Exchange Act and the rules thereunder; or 

    


    (ii)
      Any
      board of trade or exchange outside the United States, as contemplated in Part
      30
      of the rules under the Commodity Exchange Act. 

    


    “Public
      Company” means a company that:

     

    (i)
      files
      reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934,
      as amended; or 

    


    (ii)
      has
      a class of securities that are listed on a Designated Offshore Securities
      Market, as defined by Regulation S of the Securities Act. 

    


    “Financial
      Contract” means any arrangement that: 

    


    (i)
      takes
      the form of an individually negotiated contract, agreement, or option to buy,
      sell, lend, swap, or repurchase, or other similar individually negotiated
      transaction commonly entered into by participants in the financial markets;
      

    


    (ii)
      is
      in respect of securities, commodities, currencies, interest or other rates,
      other measures of value, or any other financial or economic interest similar
      in
      purpose or function to any of the foregoing; and 

    


    (iii)
      is
      entered into in response to a request from a counter party for a quotation,
      or
      is otherwise entered into and structured to accommodate the objectives of the
      counterparty to such arrangement. 

    


    “Physical
      Commodities” means any physical commodity with respect to which a Commodity
      Interest is traded on a market specified in the definition of Commodity Shares
      above. 

    


    “Related
      Person” means a person who is related to the Investor as a sibling, spouse or
      former spouse, or is a direct lineal descendant or ancestor by birth or adoption
      of the Investor, or is a spouse of such descendant or ancestor, provided that,
      in the case of a Family Company, a Related
      Person includes any owner of the Family Company and any person who is a Related
      Person of such an owner. “Family Company” means a company that is owned directly
      or indirectly by or for two or more natural persons who are related as siblings
      or spouse (including former spouses), or direct lineal descendants by birth
      or
      adoption, spouses of such persons, the estates of such persons, or foundations,
      charitable organizations or trusts established for the benefit of such persons.
      

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    For
      purposes of determining the amount of investments owned by a company, there
      may
      be included investments owned by majority-owned subsidiaries of the company
      and
      investments owned by a company (“Parent Company”) of which the company is a
      majority-owned subsidiary, or by a majority-owned subsidiary of the company
      and
      other majority-owned subsidiaries of the Parent Company.

    


    In
      determining whether a natural person is a qualified purchaser, there may be
      included in the amount of such person’s investments any investment held jointly
      with such person’s spouse, or investments in which such person shares with such
      person’s spouse a community property or similar shared ownership interest. In
      determining whether spouses who are making a joint investment in the Partnership
      are qualified purchasers, there may be included in the amount of each spouse’s
      investments any investments owned by the other spouse (whether or not such
      investments are held jointly). There shall be deducted from the amount of any
      such investments any amounts specified by paragraph 2(a) of Annex 2 incurred
      by
      such spouse.

    


    In
      determining whether a natural person is a qualified purchaser, there may be
      included in the amount of such person’s investments any investments held in an
      individual retirement account or similar account the investments of which are
      directed by and held for the benefit of such person. 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


     

    Annex
      2

     

    VALUATIONS
      OF INVESTMENTS

     

    The
      general rule for determining the value of investments in order to ascertain
      whether a person is a qualified purchaser is that the value of the aggregate
      amount of investments owned and invested on a discretionary basis by such person
      shall be their fair market value on the most recent practicable date or their
      cost. This general rule is subject to the following provisos: 

    


    (1)
      In
      the case of Commodity Shares, the amount of investments shall be the value
      of
      the initial margin or option premium deposited in connection with such Commodity
      Shares; and 

    


    (2)
      In
      each case, there shall be deducted from the amount of investments owned by
      such
      person the following amounts: 

    


    (i)
      The
      amount of any outstanding indebtedness incurred to acquire the investments
      owned
      by such person. 

    


    (ii)
      A
      Family Company, in addition to the amounts specified in paragraph (a) above,
      shall have deducted from the value of such Family Company’s investments any
      outstanding indebtedness incurred by an owner of the Family Company to acquire
      such investments.