SUBSCRIPTION
      PROCEDURES

    


    All
      investors must complete, execute and acknowledge the Subscription Agreement
      and
      Investor Questionnaire. Completed subscription documents including the
      Subscription Agreement and Investor Questionnaire must be returned to:


    


    Venture
      Beverage Company

    450
      East
      Las Olas Boulevard, Suite 830

    Fort
      Lauderdale, Florida 33301

    Attention:
      Ted Farnsworth

    Telephone:
      954-240-4658

    


    By
      executing the Subscription Agreement, each party will represent, among other
      things, that (a) he, she or it is acquiring the shares being acquired by him
      for
      his own account, for investment purposes and not with a view towards resale
      or
      distribution; and (b) immediately prior to his purchase, such party satisfies
      the eligibility requirements set forth in the Subscription Agreement.
      Notwithstanding the foregoing representations, Venture Beverage Company (the
      "Company") has the right to revoke the offer made herein and to refuse to issue
      shares to a particular subscriber for any reason.

    


    Subscriptions
      are not binding on the Company until accepted by the Company. The Company will
      refuse any subscription by giving written notice to the subscriber by personal
      delivery or first-class mail. In its sole discretion, the Company may establish
      a limit on the purchase of shares by a particular party. The Company reserves
      the right to increase the amount of the offering or to undertake subsequent
      offerings on the same or alternative terms.

    


    In
      addition, since each party will be subject to certain restrictions on the sale,
      transfer or disposition of his or her shares and underlying securities as
      contained in the Subscription Agreement, a party must be prepared to bear the
      economic risk of an investment in such securities for an indefinite period
      of
      time. An investor in such securities, pursuant to the Subscription Agreement
      and
      applicable law, will not be permitted to transfer or dispose of such securities,
      unless they are registered or unless such transaction is exempt from
      registration under the Securities Act of 1933 and other applicable securities
      laws, and in the case of a purportedly exempt sale, such investor provides
      (at
      his own expense) an opinion of counsel satisfactory to the Company that such
      exemption is, in fact, available. Certificates representing shares of common
      stock will bear a legend relating to such restrictions on transfer.

     

    
      
        
        

      

      
        
        

        
          

        

      

       

    


    SUBSCRIPTION
      AGREEMENT

     

    Venture
      Beverage Company

    830
      East
      Las Olas Boulevard, Suite 830

    Fort
      Lauderdale, Florida 33301

    


    Gentlemen:

    


    The
      undersigned is writing to advise you of the following terms and conditions
      under
      which the undersigned hereby offers to subscribe (the “Offer”) for ____________
      shares (the “Shares”) of common stock in Venture Beverage Company (the
“Company”) in exchange for services to be provided to the Company. 

    


    1. Subscription.

    


    Subject
      to the terms and conditions hereinafter set forth in this Subscription
      Agreement, the undersigned hereby offers to subscribe for the ____________
      Shares in exchange for services to be provided to the Company. Acceptance of
      this Offer shall be deemed given by the countersigning of this Subscription
      Agreement on behalf of the Company.

    


    2. Conditions
      to Offer.

    


    The
      offering is made subject to the following conditions: (i) that the Company
      has
      the right to accept or reject this Offer, in whole or in part, for any reason
      whatsoever; and (ii) that the undersigned agrees to comply with the terms of
      this Subscription Agreement and to execute and deliver any and all further
      documents necessary to become a security holder in the Company. 

    


    3. Common
      Stock.

     

    (A)
      Upon
      the execution of this Agreement, the Company shall issue to the undersigned
      ____________
      Shares
      of
      the Company’s restricted common stock subject to a substantial risk of
      forfeiture in the event that this Agreement is terminated by the Company for
      “Cause.” The risk of forfeiture shall terminate on an annual basis, ratably, on
      each of the first and second anniversaries hereof. 

     

    “Cause”
      is defined as (a) an intentional act that materially injures the Company;
      (b) an intentional refusal or failure to follow lawful and reasonable
      directions of the board of directors or an individual to whom the undersigned
      reports; (c) a willful or habitual neglect of duties hereunder; or
      (d) the conviction of, or the entering of a guilty plea or plea of no
      contest by the undersigned with respect to, a felony involving an act of moral
      turpitude.

     

    (B)
      The
      following legend shall be contained on the undersigned’s certificate
      representing the ____________
      Shares:

     

    “THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND
      MAY
      NOT BE SOLD OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE
      REGISTRATION STATEMENT UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS
      OR
      PURSUANT TO AN APPLICABLE EXEMPTION TO THE REGISTRATION REQUIREMENTS OF SUCH
      ACT
      OR SUCH LAWS.”

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    4. Sale
      Restriction.

    


    (A) The
      undersigned acknowledges that the Company has contemplated the possibilities
      that it, or a corporate successor, may obtain, in one transaction or in a series
      of transactions, a material amount of third-party financing (the “Financings”),
      and that it, or a corporate successor, may become a “publicly traded” entity (a
“Transaction”; with the Financings, the “Events”) and that, in connection with
      one or more of the Events, certain restrictions on the disposition of the Shares
      by the undersigned, and others similarly situated (collectively, the
“Subscribers”), will be imposed. In connection with the Financings and a
      Transaction, certain parties holding an interest in such Events shall be deemed
      to be third-party beneficiaries thereof (the “Third-Party Beneficiaries”). The
      undersigned acknowledges that this Section 4 is specifically for the benefit
      of
      the Third-Party Beneficiaries, who shall have the power to enforce this Section
      4 and any and all other provisions of this Agreement related
      hereto.

    


    In
      preparation for the possibility of one or more Financings, Transactions, or
      Events, and as a material term of this Agreement, the undersigned covenants
      with
      the Company, its corporate successors, if any, and for the benefit of any
      Third-Party Beneficiaries, that, upon notification by the Company to the
      undersigned in connection with such a potential Financing, Transaction, or
      Event, the undersigned shall abide by the terms and conditions set forth in
      this
      Section 4.

    


    (B) The
      period of time during which the Shares shall be subject to the restrictions
      that
      may be imposed by potential Third-Party Beneficiaries shall commence on the
      date
      on which the substantial risk of forfeiture has expired as to any Shares and
      shall terminate two years thereafter (the “Restriction Period”).

    


    (C) In
      anticipation of any potential Event, the following legend shall be contained
      on
      the undersigned’s certificate representing the ____________
      Shares:
      

    


    “THE
      SHARES OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
      SUBSTANTIAL RISK OF FORFEITURE PURSUANT TO A SUBSCRIPTION AGREEMENT THAT MAY
      BE
      EXAMINED AT THE PRINCIPAL PLACE OF BUSINESS OF THE COMPANY OR MAY BE FURNISHED
      WITHOUT CHARGE TO THE HOLDER OF THIS CERTIFICATE UPON RECEIPT BY THE COMPANY
      AT
      ITS PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE OF A WRITTEN REQUEST FROM
      THE STOCKHOLDER.”

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (D) Upon
      the
      occurrence of an Event in which Third-Party Beneficiaries require the provisions
      of this Section 4 to be in effect, the undersigned hereby agrees that during
      the
      Restriction Period and without the prior written consent of the Company, which
      may be withheld, delayed, or denied for any reason or for no reason, the
      undersigned will not sell, transfer or otherwise dispose of any shares of common
      stock or any options, warrants or other rights to purchase shares of common
      stock or any other security of the Company that the undersigned owns or has
      a
      right to acquire as of the date hereof or during the Restriction Period, other
      than in connection with an offer made to all stockholders of the Company in
      connection with merger, consolidation or similar transaction involving the
      Company. The undersigned further agrees that the Company is authorized to and
      the Company agrees to place “stop orders” on its books to prevent any transfer
      of shares of common stock or other securities of the Company held by the
      undersigned in violation of this Agreement. In connection with the agreement
      of
      the undersigned, the Company hereby agrees, that upon the occurrence of an
      Event
      in which Third-Party Beneficiaries require the provisions of this Section 4
      to
      be in effect, to use commercially reasonable efforts not to allow any
      transaction inconsistent with this Section 4; provided,
      however,
      that
      upon the prior written consent of the Company, which may be withheld, delayed,
      or denied for any reason or for no reason, during each calendar month of the
      last year of the Restriction Period, the undersigned may sell,
      pledge,
      hypothecate, or otherwise derive economic value from an amount of Shares
      equivalent to not more than five percent of the number of Shares subject to
      the
      restrictions set forth in this Section 4 (which number may increase pro rata
      based upon the expiration of the substantial risk of forfeiture). In the event
      the undersigned does not sell five percent of the Shares in any of such months
      (assuming permission has been so granted), such unsold Shares may be sold in
      any
      future month without reducing such future month’s five percent allowance
      (assuming permission has been so granted). Upon the expiration of the
      Restriction Period, the undersigned will no longer be subject to any potential
      contractual restrictions in favor of the Third-Party Beneficiaries on the
      disposition of any of the Shares.
      

    


    (E) The
      undersigned and the Company agree that, upon the occurrence of an Event in
      which
      Third-Party Beneficiaries require the provisions of this Section 4 to be in
      effect, any subsequent issuance to and/or acquisition by the undersigned of
      common stock of the Company, or its corporate successor (the “Convertible
      Securities”) during the Restriction Period will be subject to the provisions of
      this Section 4.

    


    (F) Notwithstanding
      the foregoing potential restrictions set forth in this Section 4, the
      undersigned may, at any time and from time to time during the Restriction
      Period, transfer all or a portion of the shares of common stock or Convertible
      Securities (i) as bona fide gifts or transfers by will or intestacy and
      (ii) to any trust for the direct or indirect benefit of the undersigned or
      the immediate family of the undersigned, provided,
      however,
      that
      any such transfer shall not involve a disposition for value; provided,
      further,
      that,
      in the case of any gift or transfer described in clauses (i) and (ii), each
      donee or transferee agrees in writing to be bound by the terms and conditions
      contained herein in the same manner as such terms and conditions apply to the
      undersigned.

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    5. Representations
      and Warranties.

    


    The
      undersigned, in order to induce the Company to accept this Offer, hereby
      warrants and represents as follows:

    


    (A) The
      undersigned has sufficient liquid assets to sustain any loss of value of the
      Shares.

    


    (B) The
      Company has not made any other representations or warranties to the undersigned
      with respect to the Company or rendered any investment advice except as
      contained herein.

    


    (C) The
      undersigned has not authorized any person or institution to act as his Purchaser
      Representative (as that term is defined in Regulation D of the General Rules
      and
      Regulations under the Act) in connection with this transaction. The undersigned
      has such knowledge and experience in financial, investment and business matters
      that he is capable of evaluating the merits and risks of the prospective
      investment in the securities of the Company. The undersigned has consulted
      with
      such independent legal counsel or other advisers as he has deemed appropriate
      to
      assist the undersigned in evaluating his proposed investment in the
      Company.

    


    (D) The
      undersigned represents that he (i) has adequate means of providing for his
      current financial needs and possible personal contingencies, and has no need
      for
      liquidity of investment in the Company; (ii) can afford (a) to hold unregistered
      securities for an indefinite period of time and (b) sustain a complete loss
      of
      the entire amount of the subscription; and (iii) has not made an overall
      commitment to investments which are not readily marketable which is
      disproportionate so as to cause such overall commitment to become
      excessive.

     

    (E) The
      undersigned has been afforded the opportunity to ask questions of, and receive
      answers from the officers and/or directors of the Company acting on its behalf
      concerning the terms and conditions of this transaction and to obtain any
      additional information, to the extent that the Company possesses such
      information or can acquire it without unreasonable effort or expense, necessary
      to verify the accuracy of the information furnished; acknowledges that the
      Company is a start-up company and has not undertaken active operations; and
      has
      availed himself of such opportunity to the extent he considers appropriate
      in
      order to permit him to evaluate the merits and risks of an investment in the
      Company. It is understood that all documents, records and books pertaining
      to
      this investment have been made available for inspection, and that the books
      and
      records of the Company will be available upon reasonable notice for inspection
      by investors during reasonable business hours at its principal place of
      business. 

    


    (F) The
      undersigned acknowledges that the Shares have not been registered under the
      Act
      in reliance on an exemption for transactions by an issuer not involving a public
      offering and further understands that the undersigned is acquiring the Shares
      without being furnished any prospectus setting forth all of the information
      that
      may be required to be furnished under the Act.

    


    (G) The
      undersigned further acknowledges that this offering has not been passed upon
      or
      the merits thereof endorsed or approved by any state or federal
      authorities.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (H) The
      Shares being subscribed for are being acquired solely for the account of the
      undersigned for personal investment and not with a view to, or for resale in
      connection with, any distribution. By such representation, the undersigned
      means
      that no other person has a beneficial interest in the shares subscribed for
      hereunder, and that no other person has furnished or will furnish directly
      or
      indirectly, any part of or guarantee the payment of any part of the
      consideration to be paid to the Company in connection therewith. The undersigned
      does not intend to dispose of all or any shares except in compliance with the
      provisions of the Act and applicable state securities laws and understands
      that
      the Shares are being offered pursuant to a specific exemption under the
      provisions of the Act, which exemption(s) depends, among other things, upon
      the
      compliance with the provisions of the Act.

    


    (I) The
      undersigned represents and agrees that the undersigned will not sell, transfer,
      pledge or otherwise dispose of or encumber the Shares except pursuant to this
      Agreement, the applicable rules and regulations under the Act, or the applicable
      state securities laws, and prior to any such sale, transfer, pledge, disposition
      or encumbrance, the undersigned will, upon request, furnish the Company and
      its
      transfer agent with an opinion of counsel satisfactory to the Company in form
      and substance that registration under the Act and any applicable state
      securities laws is not required.

    


    The
      undersigned certifies that each of the foregoing representations and warranties
      set forth in subsections (A) through (I) inclusive of this Section 5 are true
      as
      of the date hereof and shall survive such date.

    


    6. Indemnification.

     

    The
      undersigned understands that the shares acquired as a result of the subscription
      right provided in Section 1 hereof are being offered without registration under
      the Act and in reliance upon the exemption for transactions by an issuer not
      involving any public offering; that the availability of such exemption is,
      in
      part, dependent upon the truthfulness and accuracy of the representations made
      by the undersigned herein; that the Company will rely on such representations
      in
      accepting any subscriptions for the Shares and that the Company may take such
      steps as it considers reasonable to verify the accuracy and truthfulness of
      such
      representations in advance of accepting or rejecting the undersigned’s
      subscription. The undersigned agrees to indemnify and hold harmless the Company
      against any damage, loss, expense or cost, including reasonable attorneys’ fees,
      sustained as a result of any misstatement or omission on the undersigned’s
      part.

    


    7. Specific
      State Legends.

    


    FOR
      FLORIDA RESIDENTS:
      THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE FLORIDA SECURITIES AND INVESTOR
      PROTECTION ACT IN RELIANCE UPON EXEMPTIVE PROVISIONS CONTAINED THEREIN. SECTION
      517.061(11)(a)(5) OF THE FLORIDA SECURITIES AND INVESTOR PROTECTION ACT (THE
      “FLORIDA ACT”) PROVIDES WHEN SALES ARE MADE TO FIVE OR MORE PURCHASERS IN THIS
      STATE THAT ANY PURCHASER OF SECURITIES IN FLORIDA WHICH ARE EXEMPTED FROM
      REGISTRATION UNDER SECTION 517.061(11) OF THE FLORIDA ACT MAY WITHDRAW HIS
      SUBSCRIPTION AGREEMENT AND RECEIVE A FULL REFUND OF ALL MONIES PAID, WITHIN
      THREE DAYS AFTER THE LATER OF (i) THE DATE HE TENDERS CONSIDERATION FOR SUCH
      SECURITIES AND (ii) THE DATE THIS STATUTORY RIGHT OF RESCISSION IS COMMUNICATED
      TO HIM. ANY FLORIDA RESIDENT WHO PURCHASES SECURITIES IS ENTITLED TO EXERCISE
      THE FOREGOING STATUTORY RESCISSION RIGHT BY TELEPHONE, TELEGRAM OR LETTER NOTICE
      TO THE COMPANY. ANY TELEGRAM OR LETTER SHOULD BE SENT OR POSTMARKED PRIOR TO
      THE
      END OF THE THIRD BUSINESS DAY. A LETTER SHOULD BE MAILED BY CERTIFIED MAIL,
      RETURN RECEIPT REQUESTED, TO ENSURE ITS RECEIPT AND TO EVIDENCE THE TIME OF
      MAILING. ANY ORAL REQUESTS SHOULD BE CONFIRMED IN WRITING. 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    FOR
      RESIDENTS OF ALL STATES:
      IN
      MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION
      OF
      THE PERSON OR ENTITY CREATING THE SECURITIES AND THE TERMS OF THE OFFERING,
      INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN
      RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
      AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE
      ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO
      THE
      CONTRARY IS A CRIMINAL OFFENSE. 

    


    THESE
      SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
      NOT
      BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION
      OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED
      TO
      BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
      TIME.

     

    8. No
      Waiver.

    


    Notwithstanding
      any of the representations, warranties, acknowledgements or agreements made
      herein by the undersigned, the undersigned does not thereby or in any manner
      waive any rights granted to the undersigned under federal or state securities
      laws.

    


    9. Revocation.

    


    The
      undersigned agrees that he shall not cancel, terminate or revoke this
      Subscription Agreement or any agreement of the undersigned made hereunder other
      than as set forth under Section 6 above, and that this Subscription Agreement
      shall survive the death or disability of the undersigned.

    


    10. Termination
      of Subscription Agreement.

    


    If
      the
      Company elects to cancel this Subscription Agreement, provided that it returns
      to the undersigned, without interest and without deduction, all sums paid by
      the
      undersigned, this Offer shall be null and void and of no further force and
      effect, and no party shall have any rights against any other party
      hereunder.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    11. Miscellaneous.

    


    (A) All
      notices or other communications given or made hereunder shall be in writing
      and
      shall be mailed by registered or certified mail, return receipt requested,
      postage prepaid, to the undersigned at his address set forth below and to the
      Company at 450 East Las Olas Boulevard, Suite 830, Fort Lauderdale, Florida
      33301.

    


    (B) This
      Subscription Agreement constitutes the entire agreement among the parties hereto
      with respect to the subject matter hereof and may be amended only by a writing
      executed by all parties.

    


    (C) The
      provisions of this Subscription Agreement shall survive the execution thereof.
      

    


    (D) At
      any
      time, and from time to time, after the signing of this Agreement, the
      undersigned shall execute such additional instruments and take such action
      as
      may be reasonably requested by the Company to carry out the intent and purposes
      of this Agreement.

    


    (E) This
      Agreement may be signed and delivered by facsimile and such facsimile signed
      and
      delivered shall be enforceable.

    


    (F) This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York without regard to principles of conflicts of laws. Any action
      brought by either party against the other concerning the transactions
      contemplated by this Agreement shall be brought only in the state courts of
      New
      York or in the federal courts located in the state of New York. The parties
      to
      this Agreement hereby irrevocably waive any objection to jurisdiction and venue
      of any action instituted hereunder and shall not assert any defense based on
      lack of jurisdiction or venue or based upon forum
      non conveniens.
      The
      parties executing this Agreement and other agreements referred to herein or
      delivered in connection herewith agree to submit to the in personam jurisdiction
      of such courts and hereby irrevocably waive trial by jury.
      The
      prevailing party shall be entitled to recover from the other party its
      reasonable attorney’s fees and costs. In the event that any provision of this
      Agreement or any other agreement delivered in connection herewith is invalid
      or
      unenforceable under any applicable statute or rule of law, then such provision
      shall be deemed inoperative to the extent that it may conflict therewith and
      shall be deemed modified to conform with such statute or rule of law. Any such
      provision which may prove invalid or unenforceable under any law shall not
      affect the validity or enforceability of any other provision of any
      agreement.

    


    12. Certification.

    


    The
      undersigned certifies that he has read this entire Subscription Agreement and
      that every statement on his part made and set forth herein is true and
      complete.

     

    [Signatures
      continued on following page.]

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Subscription Agreement on
      the
      date his signature has been subscribed and sworn to below.

    


    
      	
              The
                Shares are to be issued in 

            	 	
            
	
              (check
                one
                box):

            	 	
              
                

              

              Print
                Name of Investor

            
	 	 	 
	
              ____
                individual name

            	 	
            
	 	 	
              
                

              

              Print
                Name of Joint Investor (if applicable)

            
	
              ____
                joint tenants with rights of survivorship

            	 	 
	 	 	
            
	
              ____
                tenants in entirety 

            	 	
              
                

              

              Signature
                of Investor

            
	 	 	 
	
              ____
                corporation (an officer must sign)

            	 	
            
	 	 	
              
                

              

              Signature
                of Joint Investor

            
	
              ____
                partnership (all general partners must sign)

            	 	 
	 	 	
            
	 	 	
              
                

              

              Print
                Name of Corporation, Partnership or

            
	 	 	
              other
                Institutional Investor

            
	 	 	 
	 	 	 
	 	 	
              By:

            
	 	 	
              
                

              

              Title:

            
	 	 	
              
                

              

            


    

    Accepted
      as of this 10th day of May, 2007

     

    
      	
              VENTURE
                BEVERAGE COMPANY

            	 	 	 
	 	 	 	 
	 	 	 	 
	
              By: 

            	 	 	
            
	
              
                

              

              Theodore
                Farnsworth, President

            	 	 	
            


    

     

    
      
        
        

      

      
        8

        
          

        

      

       

    


    PURCHASER
      QUESTIONNAIRE

    


    Gentlemen:

    


    The
      information contained herein is being furnished to the Company in order that
      it
      may determine whether offers of subscriptions for the Shares may be made to
      me.
      I understand that the information is needed for you to determine whether you
      have reasonable grounds to believe that I am an "Accredited Investor" as that
      term is defined in Regulation D promulgated under the Act. I understand that
      (a)
      you will rely on the information contained herein for purposes of such
      determination, (b) the Shares will not be registered under the Act in reliance
      upon the exemptions from registration afforded under the Act, (c) the Shares
      will not be registered under the securities laws of any state in reliance upon
      similar exemptions, and (d) this questionnaire is not an offer to purchase
      the
      Shares in any case where such offer would not be legally permitted.

    


    Information
      contained in this questionnaire will be kept confidential by the Company and
      its
      agents, employees or representatives. I understand, however, that the Company
      may have the need to present it to such parties as it deems advisable in order
      to establish the applicability under any federal or state securities laws of
      an
      exemption from registration. 

    


    In
      accordance with the foregoing, the following representations and information
      are
      hereby made and furnished: 

    


    Please
      answer all questions. If the answer is "none" or "not applicable," please so
      state. 

    


    INFORMATION
      REQUIRED OF EACH PROSPECTIVE INVESTOR: 
 

    
      	1.	
              Name:
                ____________________________________________________ Age: __________________

            


    

    
      	 	 


    

    
      	 	Social Security Number:
              ______________________________ No.
              of Dependents: _______________


    

    
      	 	 


    

    
      	 	Marital Status: ______________
              Citizenship: __________________________________


    

    
      	 	 


    

    
      	2. 	Residence Address and
              Telephone
              Number: ___________________________


    

    
      	 	_____________________________________________________________________________


    

    
      	 	_____________________________________________________________________________


    

    
      	 	_____________________________________________________________________________


    

     

    
      	3. 	State in which
              you: 


    

     

    
      	 	Are licensed to drive?
              _______________________________________________________________________


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
    

    
      	 	Are registered to vote?
              _______________________________________________________________________


      	 	 


      	 	File income tax
              returns? ________________________________________________________________________


      	 	 


      	4.	Employer and
              Position: ________________________________________________________________________


      	 	_____________________________________________________________________________


      	 	 


      	5. 	Business Address and
              Telephone
              Number: _______________________________________________________


      	 	_____________________________________________________________________________


      	 	_____________________________________________________________________________


      	 	 


    

    
      	
              6. 

            	
              Business
                or professional education and the degrees received are as
                follows:

            


    

     

    
      	School	 	Degree 	 	Year
              Received 


    

     

    
      	_______________________________________________________________________________
	_______________________________________________________________________________
	_______________________________________________________________________________
	_______________________________________________________________________________
	 	 	 	 
	7. 	(a)  	Individual income during
              2005: 	
              _____ $
                50,000 - $100,000

            
	 	 	(exclusive of spouse's income) 	
              _____ $100,000
                - $200,000

            
	 	 	 	
              _____ over
                $200,000

            
	 	 	 	 
	 	(b) 	Individual income during 2006:	
              _____ $
                50,000 - $100,000

            
	 	 	(exclusive of spouse's income)	
              _____ $100,000
                - $200,000

            
	 	 	 	
              _____ over
                $200,000

            
	 	 	 	 
	 	(c) 	Estimated income during 2007: 	
              _____ $
                50,000 - $100,000

            
	 	 	(exclusive of spouse's income)	
              _____ $100,000
                - $200,000

            
	 	 	 	
              _____ over
                $200,000

            
	 	 	 	 
	 	(d) 	Joint income during 2005: 	
              _____ $100,000
                - $300,000

            
	 	 	(with spouse)	
              _____ over
                $300,000

            
	 	 	 	 
	 	(e)	Joint income during 2006:	
              _____ $100,000
                - $300,000

            
	 	 	(with spouse)	
              _____ over
                $300,000

            


    

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    
      	 	(f)	Estimated joint income 2007:	
              _____ $100,000
                - $300,000

            
	 	 	(with spouse)	
              _____ over
                $300,000

            
	 	 	 	 
	8.	Estimated net worth:	
              _____ under
                $1,000,000

            
	 	(may include joint net worth
              with
              spouse)	
              _____ over
                $1,000,000

            
	 	 	 
	 	
              The
                term "net worth" means the excess of total assets over total liabilities.
                In computing net worth, the principal residence of the investor must
                be
                valued at cost, including costs of improvements, or at recently appraised
                value by an institutional lender making a secured
                loan.

            
	 	 	 
	9.	Total assets if a corporation
              or
              other entity:	
              _____ over
                $5,000,000

            


    

      

    
      	
              10. 

            	
              Are
                you involved in any litigation, which, if an adverse decision occurred,
                would materially affect your financial condition? Yes  
                No
                 
                If
                yes, please provide details:

            


      	 	 


      	
              11.

            	
              I
                consider myself to be an experienced and sophisticated investor or
                am
                advised by a qualified investment advisor, all as required under
                the
                various securities laws and regulations:

            


      	 	
              Yes
                o No
o

            


      	 	 


      	
              12.

            	
              I
                understand the full nature and risk of an investment in the Shares,
                and I
                can afford the complete loss of my entire investment. Yes o
                No
                o

            


      	 	 


      	13. 	I am able to bear the economic risk of an investment
              in
              the Shares for an indefinite period of time and understand that an
              investment in the Shares is not liquid. Yes o
              No o


      	 	 


      	14.	
              I further understand that should
                I
                exercise my right to acquire the Shares, I will be required to agree
                not
                to dispose of the Shares except in compliance with Rule 144 under
                the Act
                or any other conditions contained in the accompanying Subscription
                Agreement. 

            


      	 	
              Yes
                o No
o

            


      	 	 


      	15. 	Have you participated in other private placements
              of
              securities? Yes o
              No o


    

     

    
      
         

      

      
        
        

        
          

        

      

      
         

      

    

     

    I
      understand that the Company will be relying on the accuracy and completeness
      of
      my responses to the foregoing questions and I represent and warrant to the
      Company as follows:

    


    
      	 	
              (i)

            	
              The
                answers to the above questions are complete and correct and may be
                relied
                upon by the Company whether the offering in which I propose to participate
                is exempt from registration under the Act and the securities laws
                of
                certain states;

            


    

    


    
      	 	
              (ii)

            	
              I
                will notify the Company immediately of any material change in any
                statement made herein occurring prior to the closing of any purchase
                by me
                of an interest in the Company; and 

            


    

    


    
      	 	
              (iii)

            	
              I
                have sufficient knowledge and experience in financial and business
                matters
                to evaluate the merits and risks of the prospective investment; I
                am able
                to bear the economic risk of the investment and currently could afford
                a
                complete loss of such investment. 

            


    

    


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    IN
      WITNESS WHEREOF, I have executed this Purchaser Questionnaire this
      ________________ day
      of
      ________________,
      2007,
      and declare that it is truthful and correct to the best of my
      knowledge.

     

    
      	
            	 	 	
            
	
              
Signature
              of Prospective Investor	 	 	
            
	 	 	 	 
	 	 	 	 
	
              
Signature
              of Prospective Investor	 	 	
            
	 	 	 	 
	 	 	 	 
	
              

              Print
                Name of Corporation, Partnership or other 

              Institutional
                Investor

            	 	 	 
	 	 	 	 
	 	 	 	 
	By: 	 	 	 
	
              
                

              

              Signature
                of Corporation, Partnership or other 

              Institutional
                Investor