f8k122607ex10i_lasolucion.htm


    SUBSCRIPTION
      AGREEMENT

     

    SUBSCRIPTION
      AGREEMENT made as
      of this ___ day of December, 2007, between La Solucion, Inc., a Delaware
      corporation (the “Company”), and the undersigned
      (the “Subscriber”).

     

    WHEREAS,
the
      Company is
      offering in a private placement (the “Offering”) to accredited
      investors Units at a purchase price of $50,000 per Unit, with each Unit
      consisting of 100,000 shares of the Company’s common stock, par value $0.001 per
      share (the “Common
      Stock”), and a three-year, warrant to purchase 100,000 shares of Common
      Stock at an exercise price of $0.75 per share in the fom attached hereto as
      Exhibit A (the
“Warrants”).
      As used
      herein, the term “Units” means such Units, and all Common Stock and Warrants
      underlying the Units), and

     

    WHEREAS,
      the Subscriber
      desires to subscribe for the number of Units set forth on the signature page
      hereof, on the terms and conditions hereinafter set forth.

     

    NOW,
      THEREFORE, for and in
      consideration of the premises and the mutual covenants hereinafter set forth,
      the parties hereto do hereby agree as follows:

     

    
      	
              I.  

            	
              SUBSCRIPTION
                FOR AND REPRESENTATIONS AND COVENANTS OF
                SUBSCRIBER

            


    

     

    1.1 Subject
      to the terms and conditions hereinafter set forth, the Subscriber hereby
      subscribes for and agrees to purchase from the Company such number of Units
      set
      forth upon the signature page hereof, at a price equal to $50,000 per Unit,
      and
      the Company agrees to sell such to the Subscriber for said purchase price,
      subject to the Company’s right to sell to the Subscriber such lesser number of
      (or no) Units as the Company may, in its sole discretion, deem necessary or
      desirable.  The purchase price is payable by wire transfer of
      immediately available funds, pursuant to the wire instructions Annexed hereto
      as
Annex A or by
      check payable to Anslow & Jaclin, LLP, as Escrow Agent to La Solucion,
      Inc.

     

    1.2 The
      Subscriber recognizes that the purchase of Units involves a high degree of
      risk
      in that (i) an investment in the Company is highly speculative and only
      investors who can afford the loss of their entire investment should consider
      investing in the Company and the Units; (ii) the Units are not registered under
      the Securities Act of 1933, as amended (the “Act”), or any state securities
      law; (iii) there is no trading market for the Units, none is likely ever to
      develop, and the Subscriber may not be able to liquidate his, her or its
      investment; (iv) transferability of the Units is extremely limited; and (v)
      an
      investor could suffer the loss of his, her or its entire
      investment.

     

    1.3 The
      Subscriber is an “accredited investor,” as such term in defined in Rule 501 of
      Regulation D promulgated under the Act, and the Subscriber is able to bear
      the
      economic risk of an investment in the Units.

     

    1.4 The
      Subscriber has prior investment experience (including investment in non-listed
      and non-registered securities), and has read and evaluated, or has employed
      the
      services of an investment advisor, attorney or accountant to read and evaluate,
      all of the documents furnished or made available by the Company to the
      Subscriber and to all other prospective investors in the Units, as well as
      the
      merits and risks of such an investment by the
      Subscriber.  

     

     

    
      
        
        

      

      
         

        
          

        

      

      
        
        

      

       

       

      The
        Subscriber’s overall commitment to investments which are not readily marketable
        is not disproportionate to the Subscriber’s net worth, and the Subscriber’s
        investment in the Units will not cause such overall commitment to become
        excessive.  The Subscriber, if an individual, has adequate means of
        providing for his or her current needs and personal and family contingencies
        and
        has no need for liquidity in his or her investment in the Units.  The
        Subscriber is financially able to bear the economic risk of this investment,
        including the ability to afford holding the Units for an indefinite period
        or a
        complete loss of this investment.

    

     

    1.5 The
      Subscriber acknowledges receipt and careful review of all documents furnished
      in
      connection with this transaction by the Company (collectively, the “Offering Documents”) and has
      been furnished by the Company during the course of this transaction with all
      information regarding the Company which the Subscriber has requested or desires
      to know; and the Subscriber has been afforded the opportunity to ask questions
      of and receive answers from duly authorized officers or other representatives
      of
      the Company concerning the terms and conditions of the Offering, and any
      additional information which the Subscriber has requested.

     

    1.6 The
      Subscriber acknowledges that the purchase of the Units may involve tax
      consequences to the Subscriber and that the contents of the Offering Documents
      do not contain tax advice.  The Subscriber acknowledges that the
      Subscriber must retain his, her or its own professional advisors to evaluate
      the
      tax and other consequences to the Subscriber of an investment in the Units.
      The
      Subscriber acknowledges that it is the responsibility of the Subscriber to
      determine the appropriateness and the merits of a corporate entity to own the
      Subscriber’s Units and the corporate structure of such entity.

     

    1.7 The
      Subscriber acknowledges that this Offering has not been reviewed by the
      Securities and Exchange Commission (the “SEC”) or any state securities
      commission, and that no federal or state agency has made any finding or
      determination regarding the fairness or merits of the Offering.  The
      Subscriber represents that the Units are being purchased for his, her or its
      own
      account, for investment only, and not with a view toward distribution or resale
      to others.  The Subscriber agrees that he, she or it will not sell or
      otherwise transfer the Units unless they are registered under the Act or unless
      an exemption from such registration is available.

     

    1.8 The
      Subscriber understands that the provisions of Rule 144 under the Act are not
      available for at least one (1) year to permit resales of the Units or the Common
      Stock and Warrants comprising the Units and there can be no assurance that
      the
      conditions necessary to permit such sales under Rule 144 will ever be
      satisfied.  The Subscriber understands that the Company is under no
      obligation to comply with the conditions of Rule 144 or take any other action
      necessary in order to make available any exemption from registration for the
      sale of the Units or the Common Stock and Warrants comprising the
      Units.

     

    1.9 The
      Subscriber understands that the Units have not been registered under the Act
      by
      reason of a claimed exemption under the provisions of the Act which depends,
      in
      part, upon his, her or its investment intention.  In this connection,
      the Subscriber understands that it is the position of the SEC that the statutory
      basis for such exemption would not be present if his, her or its representation
      merely meant that his, her or its present intention was to hold such securities
      for a short period, such as the capital gains period of tax statutes, for a
      deferred sale, for a market rise, assuming that a market develops, or for any
      other fixed period.  

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

       

      The
        Subscriber realizes that, in the view of the SEC, a purchase now with an
        intent
        to resell would represent a purchase with an intent inconsistent with his,
        her
        or its representation to the Company and the SEC might regard such a sale
        or
        disposition as a deferred sale, for which such exemption is not
        available.

    

     

    1.10 The
      Subscriber agrees to indemnify and hold the Company, its directors, officers
      and
      controlling persons and their respective heirs, representatives, successors
      and
      assigns harmless against all liabilities, costs and expenses incurred by them
      as
      a result of any misrepresentation made by the Subscriber contained herein or
      any
      sale or distribution by the Subscriber in violation of the Act (including,
      without limitation, the rules promulgated thereunder), any state securities
      laws, or the Company’s Certificate of Incorporation or By-laws, as amended from
      time to time.

     

    1.11 The
      Subscriber consents to the placement of a legend on any certificate or other
      document evidencing the Common Stock or the Warrants stating that such
      securities have not been registered under the Act and setting forth or referring
      to the restrictions on transferability and sale thereof.

     

    1.12 The
      Subscriber understands that the Company will review and rely on this
      Subscription Agreement without making any independent investigation; and it
      is
      agreed that the Company reserves the unrestricted right to reject or limit
      any
      subscription and to withdraw the Offering at any time.

     

    1.13 The
      Subscriber hereby represents that the address of the Subscriber furnished at
      the
      end of this Subscription Agreement is the undersigned’s principal residence, if
      the Subscriber is an individual, or its principal business address if it is
      a
      corporation or other entity.

     

    1.14 The
      Subscriber acknowledges that if the Subscriber is a Registered Representative
      of
      a firm subject to regulation by the Financial Industry Regulatory Authority,
      Inc. (“FINRA”), the
      Subscriber must give such firm the notice required by FINRA’s rules and
      regulations, receipt of which must be acknowledged by such firm on the signature
      page hereof.

     

    1.15 The
      Subscriber hereby acknowledges that neither the Company nor any persons
      associated with the Company who may provide assistance or advice in connection
      with the Offering (other than the placement agent, if one is engaged by the
      Company) are or are expected to be persons or associated persons of firms
      regulated by FINRA or registered broker-dealers under any federal or state
      securities laws.

     

    1.16 The
      Subscriber understands that there is no minimum amount of Units that msut be
      subscribed for in order to close on any purchase and that there can be no
      assurance regarding the number of Units subscribed for and/or the amount gross
      proceeds raised in the Offering.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    1.17 The
      Subscriber hereby represents that, except as expressly set forth in the Offering
      Documents, no representations or warranties have been made to the Subscriber
      by
      the Company or any agent, employee or affiliate of the Company and, in entering
      into this transaction, the Subscriber is not relying on any information other
      than that contained in the Offering Documents and the results of independent
      investigation by the Subscriber.

     

    1.18 All
      information provided by the Subscriber in the Investor Questionnaire attached
      hereto as Annex
      B is true and accurate in all respects, and the Subscriber acknowledges
      that the Company will be relying on such information to its possible detriment
      in deciding whether the Company can sell these securities to the Subscriber
      without giving rise to the loss of the exemption from registration under
      applicable securities laws.

     

    
      	
              II.  

            	
              REPRESENTATIONS
                AND COVENANTS BY THE COMPANY

            


    

     

    2.1 The
      Company represents and warrants to the Subscriber that as of the date of the
      closing of this Offering (the “Closing Date”):

     

    (a) The
      Company is a corporation duly incorporated, validly existing and in good
      standing under the laws of the State of Delaware and has the corporate power
      to
      conduct the business which it conducts and proposes to conduct.

     

    (b) The
      execution, delivery and performance of this Subscription Agreement by the
      Company have been duly authorized by the Company and all other corporate action
      required to authorize and consummate the offer and sale of the Units has been
      duly taken and approved.

     

    (c) The
      Units
      and the underlying Common Stock have been duly and validly authorized and
      issued.

     

    (d) The
      Company has obtained, or is in the process of obtaining, all licenses, permits
      and other governmental authorizations necessary for the conduct of its business,
      except where the failure to so obtain such licenses, permits and authorizations
      would not have a material adverse effect on the Company. Such licenses, permits
      and other governmental authorizations which have been obtained are in full
      force
      and effect, except where the failure to be so would not have a material adverse
      effect on the Company, and the Company is in all material respects complying
      therewith.

     

    (e) The
      Company knows of no pending or threatened legal or governmental proceedings
      to
      which the Company is a party which would materially adversely affect the
      business, financial condition or operations of the Company.

     

    (f) The
      Company is not in violation of or default under, nor will the execution and
      delivery of this Subscription Agreement or the issuance of the Common Stock,
      or
      the consummation of the transactions herein contemplated, result in a violation
      of, or constitute a default under, the Company’s Certificate of Incorporation or
      By-laws, any material obligations, agreements, covenants or conditions contained
      in any bond, debenture, note or other evidence of indebtedness or in any
      material contract, indenture, mortgage, loan agreement, lease, joint venture
      or
      other agreement or instrument to which the Company is a party or by which it
      or
      any of its properties may be bound or any material order, rule, regulation,
      writ, injunction, or decree of any government, governmental instrumentality
      or
      court, domestic or foreign.

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    2.2 For
      a
      period of the earlier of (i) twelve (12) months following the Closing Date
      or
      (ii) the date that is 90 days following the date that the “resale” registration
      statement covering the shares of Common Stock and the shares of Common Stock
      underlying the Warrants included within the Units sold in the Offering is
      declared effective by the SEC (the “Adjustment Period”), in the
      event that the Company sells or grants any option to purchase or sells or grants
      any right to reprice, or otherwise disposes of or issues (or announces any
      sale,
      grant or any option to purchase or other disposition), any Common Stock or
      Common Stock Equivalents entitling any person to acquire shares of Common Stock
      at an effective price per share that is lower than $0.50 per share (such lower
      price, the “Base Price”
and such issuances,
      collectively, a “Dilutive Issuance”) (if the
      holder of the Common Stock or Common Stock Equivalents so issued shall at any
      time, whether by operation of purchase price adjustments, reset provisions,
      floating conversion, exercise or exchange prices or otherwise, or due to
      warrants, options or rights per share which are issued in connection with such
      issuance, be entitled to receive shares of Common Stock at an effective price
      per share that is lower than $0.50 per share, such issuance shall be deemed
      to
      have occurred for less than the $0.50 per share on such date of the Dilutive
      Issuance), then the Company shall issue additional shares of Common Stock to
      the
      Subscriber in an amount sufficient that the subscription price paid hereunder,
      when divided by the total number of shares issued in the Dilutive Issuance
      will
      result in an actual price paid by the Subscriber per share of Common Stock
      equal
      to the Base Price. Such adjustment shall be made whenever any Dilutive Issuance
      is made within the Adjustment Period. Notwithstanding the foregoing, no
      adjustment will be made under this Section 2.2 in respect of an Exempt
      Issuance.  The Company shall notify the Subscriber in writing, no
      later than 1 business day following a Dilutive Issuance, indicating therein
      the
      applicable issuance price, or applicable reset price, exchange price, conversion
      price and other pricing terms (such notice, the “Dilutive Issuance
      Notice”).  For purposes of clarification, whether or not the
      Company provides a Dilutive Issuance Notice pursuant to this Section 2.2, upon
      the occurrence of any Dilutive Issuance, the Subscriber is entitled to receive
      a
      number of shares based upon the Base Price on or after the date of such Dilutive
      Issuance. Notwithstanding anything herein or in any related document to the
      contrary, the foregoing does not convey to the Subscriber any right to
      participation in any future financings or offerings now or in the future
      contemplated or undertaken by the Company.  The Company reserves the
      right to establish procedures in order to effectuate the issuance of additional
      shares in the event of any dilutive issuance requiring an adjustment to the
      Base
      Price, in its sole discretion, including delivery of such shares to the
      Subscriber in full and complete satisfaction of the Company’s obligation upon a
      Dilutive Issuance.

     

    “Common
      Stock Equivalents” means
      any securities of the Company or any of its subsidiaries which would entitle
      the
      holder thereof to acquire at any time Common Stock, including, without
      limitation, any debt, preferred stock, rights, options, warrants or other
      instrument that is at any time convertible into or exercisable or exchangeable
      for, or otherwise entitles the holder thereof to receive, Common
      Stock.

     

    “Exempt
      Issuance” means the issuance of (a) shares of Common Stock or options to
      employees, officers, directors, or consultants of the Company pursuant to any
      stock or option plan duly adopted for such purpose by a majority of the
      non-employee members of the Board of Directors of the Company or a majority
      of
      the members of a committee of non-employee directors established, 

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

     

    (b)
      securities upon the exercise or exchange of or conversion of any securities
      issued hereunder and/or other securities exercisable or exchangeable for or
      convertible into shares of Common Stock issued and outstanding on the date
      of
      this Agreement, provided that such securities have not been amended since the
      date of this Agreement to increase the number of such securities or to decrease
      the exercise, exchange or conversion price of such securities; and (c)
      securities issued pursuant to acquisitions or strategic transactions approved
      by
      a majority of the disinterested directors of the Company, provided that any
      such
      issuance shall only be to a person which is either an owner of, or an entity
      that is, itself or through its subsidiaries, an operating company in a business
      synergistic with the business of the Company and in which the Company receives
      benefits in addition to the investment of funds, but shall not include a
      transaction in which the Company is issuing securities primarily for the purpose
      of raising capital or to an entity whose primary business is investing in
      securities.

     

    
      	
              III.  

            	
              TERMS
                OF SUBSCRIPTION

            


    

     

    3.1 The
      Subscriber has effected a wire transfer in the full amount of the purchase
      price
      for the Units to the Company’s escrow account in accordance with the wire
      instructions attached hereto as Annex
      A or has delivered a check in payment of the purchase price for the
      Units.

     

    3.2 Pending
      the sale of the Units, all funds paid hereunder shall be deposited by the
      Company in escrow with the Company’s escrow agent.  If (a)
      subscriptions for Units are received and accepted, (b) the Company issues
      irrevocable instructions to its transfer agent to issuce the Common Stock
      comprising such Units, and (c) the Company issues the Warrant comprising such
      Units, the escrow agent shall release all such funds to the
      Company.

     

    3.3 The
      Subscriber hereby authorizes and directs the Company and its escrow agent to
      deliver any certificates or other written instruments representing the Units
      to
      be issued to such Subscriber pursuant to this Subscription Agreement to the
      address indicated on the signature page hereof.

     

    3.4 The
      Subscriber hereby authorizes and directs the Company and its escrow agent to
      return any funds, without interest, for unaccepted subscriptions to the same
      account from which the funds were drawn.

     

    3.5 If
      the
      Subscriber is not a United States person, such Subscriber shall immediately
      notify the Company and the Subscriber hereby represents that the Subscriber
      is
      satisfied as to the full observance of the laws of its jurisdiction in
      connection with any invitation to subscribe for the Units or any use of this
      Subscription Agreement, including (i) the legal requirements within its
      jurisdiction for the purchase of the Units, (ii) any foreign exchange
      restrictions applicable to such purchase, (iii) any governmental or other
      consents that may need to be obtained, and (iv) the income tax and other tax
      consequences, if any, that may be relevant to the purchase, holding, redemption,
      sale or transfer of the Units.  Such Subscriber’s subscription and
      payment for, and continued beneficial ownership of, the Units will not violate
      any applicable securities or other laws of the Subscriber’s
      jurisdiction.

     

    
      	
              IV.  

            	
              MISCELLANEOUS

            


    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    4.1 Any
      notice or other communication given hereunder shall be deemed sufficient if
      in
      writing and sent by reputable overnight courier, facsimile (with receipt of
      confirmation) or registered or certified mail, return receipt requested,
      addressed to the Company, at the address set forth in the first paragraph
      hereof, and to the Subscriber at the address or facsimile number indicated
      on
      the signature page hereof.  Notices shall be deemed to have been given
      on the date when mailed or sent by facsimile transmission or overnight courier,
      except notices of change of address, which shall be deemed to have been given
      when received.

     

    4.2 This
      Subscription Agreement shall not be changed, modified or amended except by
      a
      writing signed by both (a) the Company and (b) subscribers in the Offering
      holding a majority of the Units issued in the Offering.

     

    4.3 This
      Subscription Agreement shall be binding upon and inure to the benefit of the
      parties hereto and to their respective heirs, legal representatives, successors
      and assigns.  This Subscription Agreement sets forth the entire
      agreement and understanding between the parties as to the subject matter hereof
      and merges and supersedes all prior discussions, agreements and understandings
      of any and every nature among them.

     

    4.4 Notwithstanding
      the place where this Subscription Agreement may be executed by any of the
      parties hereto, the parties expressly agree that all the terms and provisions
      hereof shall be construed in accordance with and governed by the laws of the
      State of Delaware.  The parties hereby agree that any dispute which
      may arise between them arising out of or in connection with this Subscription
      Agreement shall be adjudicated only before a Federal court located in Kent
      County, State of Delaware and they hereby submit to the exclusive jurisdiction
      of the federal courts located in Kent County, State of Delaware with respect
      to
      any action or legal proceeding commenced by any party, and irrevocably waive
      any
      objection they now or hereafter may have respecting the venue of any such action
      or proceeding brought in such a court or respecting the fact that such court
      is
      an inconvenient forum, relating to or arising out of this Subscription Agreement
      or any acts or omissions relating to the sale of the securities hereunder,
      and
      consent to the service of process in any such action or legal proceeding by
      means of registered or certified mail, return receipt requested, in care of
      the
      address set forth below or such other address as the undersigned shall furnish
      in writing to the other.  The parties further agree that in the event
      of any dispute, action, suit or other proceeding arising out of or in connection
      with this Subscription Agreement or other matters related to this subscription
      brought by a Subscriber (or transferee), the Company (and each other defendant)
      shall recover all of such party’s attorneys’ fees and costs incurred in each and
      every action, suit or other proceeding, including any and all appeals or
      petitions therefrom. As used herein, attorney’s fees shall be deemed to mean the
      full and actual costs of any investigation and of legal services actually
      performed in connection with the matters involved, calculated on the basis
      of
      the usual fee charged by the attorneys performing such services.

     

    4.5 This
      Subscription Agreement may be executed in counterparts.  Upon the
      execution and delivery of this Subscription Agreement by the Subscriber, this
      Subscription Agreement shall become a binding obligation of the Subscriber
      with
      respect to the purchase of Units as herein provided; subject, however, to the
      right hereby reserved by the Company to (i) enter into the same agreements
      with
      other subscribers, (ii) add and/or delete other persons as subscribers and
      (iii)
      reduce the amount of or reject any subscription.

     

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

     

     

    4.6 The
      holding of any provision of this Subscription Agreement to be invalid or
      unenforceable by a court of competent jurisdiction shall not affect any other
      provision of this Subscription Agreement, which shall remain in full force
      and
      effect.

     

    4.7 It
      is
      agreed that a waiver by either party of a breach of any provision of this
      Subscription Agreement shall not operate or be construed as a waiver of any
      subsequent breach by that same party.

     

    4.8 The
      parties agree to execute and deliver all such further documents, agreements
      and
      instruments and take such other and further actions as may be necessary or
      appropriate to carry out the purposes and intent of this Subscription
      Agreement.

     

    [Signature
      Pages Follow]

     

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

     

    IN
      WITNESS WHEREOF, the
      parties have executed this Subscription Agreement as of the day and year first
      written above.

     

    


    
      	
              __________________________

            	
              X
                $50,000 for each Unit

            	
              =
                $_____________________.

            
	
              Number
                of Units subscribed for

            	 	
              Aggregate
                Purchase Price

            


    

    


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

     

    
      	
              1.

            	
              ___

            	
              Individual

            	
              7.

            	
              ___

            	
              Trust/Estate/Pension
                or Profit Sharing Plan

              Date
                Opened:______________________ 

            
	
              2.

            	
              ___

            	
              Joint
                Tenants with Right of Survivorship

            	
              8.

            	
              ___

            	
              As
                a Custodian for

              ________________________________

              Under
                the Uniform Gift to Minors Act of the State of

              ________________________________

              
              

            
	
              3.

            	
              ___

            	
              Community
                Property

            	
              9.

            	
              ___

            	
              Married
                with Separate Property

              
              

            
	
              4.

            	
              ___

            	
              Tenants
                in Common

            	
              10.

            	
              ___

            	
              Keogh

              
              

            
	
              5.

            	
              ___

            	
              Corporation/Partnership/
                Limited Liability Company

              
              

            	
              11.

            	
              ___

            	
              Tenants
                by the Entirety

              
              

            
	
              6.

            	
              ___

            	
              IRA

            	
              12.

            	
              ___

            	
              Foundation
                described in Section 501(c)(3) of the Internal Revenue Code of 1986,
                as
                amended.

              
              

            


    

    


    IF
      MORE THAN ONE SUBSCRIBER, EACH SUBSCRIBER
      MUST
      SIGN:

     

    · INDIVIDUAL
      SUBSCRIBERS MUST COMPLETE
      PAGE 10

     

    · SUBSCRIBERS
      WHICH ARE ENTITIES MUST COMPLETE
      PAGE
      11

     

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

     

     

    EXECUTION
      BY NATURAL
      PERSONS

     

    
      	
              
              

              _____________________________________________________________________________

              Exact
                Name in Which Title is to be Held

            
	
               

              Name
                (Please Print)

              
              

            	 	
               

              Name
                of Additional Subscriber

            
	
               

              Residence:
                Number and Street

              
              

            	 	
               

              Address
                of Additional Subscriber

            
	
               

              City,
                State and Zip Code

              
              

            	 	
               

              City,
                State and Zip Code

            
	
               

              Social
                Security Number

              
              

            	 	
               

              Social
                Security Number

              
              

            
	
               

              Telephone
                Number

              
              

            	 	
               

              Telephone
                Number

              
              

            
	
               

              Fax
                Number (if available)

              
              

            	 	
               

              Fax
                Number (if available)

            
	
               

              E-Mail
                (if available)

            	 	
               

              E-Mail
                (if available)

            
	
               

              (Signature)

              
              

            	 	
               

              (Signature
                of Additional Subscriber)

            
	 	 	 
	 	
              ACCEPTED
                this ___ day of _________ 2007, on behalf of La Solucion,
                Inc.

              
              

            
	 
	 	
              By:
                

              Name:

              Title:

            


    

     

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
 

    EXECUTION
      BY SUBSCRIBER
      WHICH IS AN ENTITY

     

    (Corporation,
      Partnership, Trust,
      Etc.)

     

    
      	
              ____________________________________________________________________________

              Name
                of Entity (Please Print)

            
	
              Date
                of Incorporation or Organization:

              
              

            
	
              State
                of Principal Office:

              
              

            
	
              Federal
                Taxpayer Identification Number:

              
              

              
              

              ____________________________________________

              Office
                Address

              ____________________________________________

              City,
                State and Zip Code

              ____________________________________________

              Telephone
                Number

              ____________________________________________

              Fax
                Number (if available)

              ____________________________________________

              E-Mail
                (if available)

              
              

            
	
              
              

              [seal]

              
              

               

              Attest:                      
                

              (If
                Entity is a Corporation)

            	
              
              

              By:                                                                
                

              Name:

              Title:

            
	 	 
	
              *If
                Subscriber is a Registered Representative of FINRA regulated firm,
                have
                the following acknowledgement signed by the appropriate
                party:

              
              

            	 
	 	 
	
              The
                undersigned FINRA regulated firm acknowledges receipt of the notice
                required by Rule 3050 of the NASD Conduct Rules

            	 
	 
	
              
              

               

              Name
                of FINRA regulatedFirm

            	
              ACCEPTED
                this ____ day of __________ 2007, on behalf of La Solucion,
                Inc.

            
	 	 
	
              
              

              By:                                                                
                

                Name:

                Title:

            	
              
              

              By:                                                                
                

                Name:

                Title:

            


    

     

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
 

     

                                               
      

    Annex
      B

     

    Investor
      Questionnaire

     

    Instructions:  Check
      all boxes below which correctly describe you.

     

    
      	
              o

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

            


    

     

    
      	
              o

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

            


    

     

    
      	
              o

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

            


    

     

    
      	
              o

            	
              You
                are a director or executive officer of La Solucion, Inc.
                

            


    

     

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

     

    
      	
              o

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

            


    

     

    
      	
              o

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

            


    

     

    
      	
              o

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


            


    

     

    
      	
              o

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


            


    

     

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

     

     

    Check
      all boxes below which correctly describe you.

     

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

     

    
      
        	
                Investment
                  Objectives: 

                
                

              	
                x Aggressive
                  Growth

                
                

              	
                x Speculation

                
                

              	 
	 	 	 	 
	
                Risk
                  Tolerance: 

                
                

              	
                o Low
                  Risk 

                
                

              	
                o Moderate
                  Risk 

                
                

              	
                x High
                  Risk

                
                

              


      

    

     

    Are
      you
      associated with a FINRA regulated
      firm?                    o Yes                       
      o No

     

    
      	
               

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

            


    

     

    
      	
              ____  
                ____ 

            	
              I/We
                understand that this investment is not guaranteed.
                

            


    

     

    
      	
              ____  
                ____ 

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


            


    

     

    
      	
              ____  
                ____ 

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

            


    

     

    
      	
              ____  
                ____ 

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

            


    

     

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

     

    
      	
              
              

              
              

              ___________________________________

              Name
                of Purchaser  [please print]

              ___________________________________

              Signature
                of Purchaser (Entities please

              provide
                signature of Purchaser’s duly

              authorized
                signatory.)

              ___________________________________

              Name
                of Signatory (Entities only)

              ___________________________________

              Title
                of Signatory (Entities only)

            	
              
              

              
              

              ___________________________________

              Name
                of Co-Purchaser  [please print]

               

              ___________________________________

              Signature
                of Co-Purchaser

            


    

     

     

     

    
14