ex103.htm


    Name
      of
      Subscriber:_________________

    


    Principal
      Amount:
      $_________________

    


    UNIVERSAL
      TRACKING SOLUTIONS,
      INC.

    SUBSCRIPTION
      AGREEMENT

    


    UP
      TO 3,000,000 SHARES OF COMMON STOCK
      AT $.20 PER SHARE

    


    AGREEMENTdated
      as of the date set forth below, by
      and between Universal Tracking Solutions, Inc., a Nevada corporation (the
“Company”) having a principal office at 3317 S. Higley Rd., Suite 114-475,
      Gilbert, Arizona, 85297, and the person or entity whose signature appears at
      the
      end of this Agreement (the “Investor”).

    


    WITNESSETH:

    


    WHEREAS,the
      Company desires to sell shares of
      its Common Stock (the “Stock”) in the aggregate amount of not more than U.S.
      $300,000 to certain persons, including the Investor.

    


    WHEREAS,the
      Investor wishes, pursuant to the
      terms and conditions hereinafter set forth, to purchase the amount of Shares
      set
      forth on the signature page of this Agreement.

    


    NOW
      THEREFORE,in consideration
      of the premises, and the respective representations and warranties hereinafter
      set forth, the Company and the Investor agree as follows:

    


    1.      
      SUBSCRIPTION.

    


    Upon
      the terms and subject to the
      conditions of this Agreement, the Investor, intending to be legally bound,
      hereby irrevocably subscribes for and agrees to purchase the amount of the
      Company’s Shares indicated on the signature page hereof.

    


    2.      
      PURCHASE
      AND
      CLOSING.

    


    The
      Investor delivers herewith the
      consideration in United States dollars (the “Purchase Price”) required to
      purchase the Shares subscribed for hereunder. The Purchase Price is being paid
      simultaneously herewith by delivery to the Company of a wire transfer or check
      payable to the Company in the amount of the Purchase Price.

    


    2.2         
      At the Closing, the Company
      will
      deliver the following to the Investor:

    


    (a)         
      a certificate, in due and proper
      form, representing the Shares purchased; and

    


    (b)         
      a counterpart of this Agreement
      executed by the Company.

    


    3.      
      INVESTOR
      REPRESENTATIONS AND WARRANTIES.

    


    The
      Investor hereby acknowledges,
      represents and warrants to, and agrees with, the Company as
      follows:

    



    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    


    
      	
               

            	
              3.1

            	
              The
                undersigned acknowledges his
                understanding that the offering and sale of the Shares are restricted
                and
                will be included in a Registration Statement to be filed with the
                Securities and Exchange Commission. In furtherance thereof, the
                undersigned represents and warrants to and agrees with the Company
                that
                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.

            


    

    

      
        	
                 

              	
                3.2

              	
                The
                  Investor:
                  

              


      

       

    

    
      	
               

            	
              (a)

            	
              has
                been given the opportunity to
                ask  questions of and receive answers from the Company
                concerning the terms and conditions of the offering and other matters
                pertaining to this investment, and has been given the opportunity
                to
                obtain such additional information necessary to verify the accuracy
                of the
                information contained in the Documents or that which was otherwise
                provided in order for him to evaluate the merits and risks of purchase
                of
                the Stock to the extent the Company possesses such information or
                can
                acquire it without unreasonable efforts or expense, and has not been
                furnished any other offering literature or prospectus except as
                mentioned  herein or in the
                Documents;

            


    

    


    
      	
               

            	
              (b)

            	
              has
                been provided an opportunity
                to obtain additional information concerning the offering, the Company
                and
                all other information to the extent the Company possesses such
                information  or can acquire it without unreasonable effort or
                expense;

            


    

    


    
      	
               

            	
              (c)

            	
              has
                not been furnished with any
                oral representation or oral information in connection with the offering
                of
                the Stock which is not contained in the Documents;
                and

            


    

    


    
      	
               

            	
              (d)

            	
              has
                determined that the Stock is a
                suitable investment for him/her and that at this time (s)he could
                bear a
                complete loss of his
                investment.

            


    

    


    
      	
               

            	
              3.3

            	
              The
                undersigned is not relying on
                the Company thereof with respect to economic considerations involved
                in
                this investment.  The undersigned has relied on the advice of,
                or has consulted with, in regard to the economic considerations involved
                in this investment, only those persons, if any, named as Purchaser
                Representative. The undersigned is capable of evaluating the merits
                and
                risks of this investment on the terms and conditions set forth in
                the
                Documents and each has disclosed to the undersigned in writing (a
                copy of
                which is annexed to this agreement) the specific details of any and
                all
                past, present or future relationships, actual or contemplated, between
                himself and the Company or any affiliate or subsidiary of any of
                the
                foregoing;

            


    

    


    
      	
               

            	
              3.4

            	
              If
                the Investor is a corporation,
                partnership, trust or other entity, the person signing this Subscription
                Agreement on behalf of such entity has been duly authorized by such
                entity
                to do so;

            


    

    


    
      	
               

            	
              3.5

            	
              No
                representation or warranties
                have been made to the Investor by the Company, or any officer, employee,
                agent, affiliate or subsidiary of the Company, other than the
                representations of the Company
                herein.

            


    

    


    
      	
               

            	
              3.6

            	
              The
                undersigned confirms that the
                decision to subscribe for the Stock was not made as a result of any
                material information about the Company’s affairs that had not been
                publicly disclosed;

            


    

    


    
      	
               

            	
              3.7

            	
              The
                undersigned acknowledges
                that:

            


    

    


    
      	
               

            	
              (a)

            	
              the
                undersigned is purchasing the
                Stock pursuant to an exemption under the Act on the basis that the
                undersigned is sophisticated and, as a
                consequence:

            


    


    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

             

    
      
        	
                 

              	
                (i)

              	
                 is
                  restricted from using most of
                  the civil remedies available under securities
                  legislation,

              


      



    
      	
               

            	
              (ii)

            	
              may
                not receive information that
                would otherwise be required to be provided to him under securities
                legislation, and

            


    

    


    
      	
               

            	
              (iii)

            	
              the
                Company is relieved from
                certain obligations that would otherwise apply under securities
                legislation;

            


    

    


    
      	
               

            	
              (b)

            	
              the
                Stock is being purchased by
                the undersigned as principal for investment only and not with a view
                to
                the distribution thereof, and the undersigned is not participating
                directly or indirectly in any underwriting of the
                Stock.

            


    

    


    
      	
               

            	
              (c)

            	
              the
                undersigned has had an
                opportunity to ask questions of, and receive answers from persons
                acting
                on behalf of the Company;

            


    

    


    
      	
               

            	
              3.8

            	
              The
                foregoing representations,
                warranties and agreements shall survive the
                Closing.

            


    

    


    4.      
      INVESTOR
      AWARENESS.

    


    The
      Investor acknowledges, represents,
      agrees and is aware that:

    


    
      	
               

            	
              4.1

            	
              No
                Federal or state agency has
                passed on the Stock or made any finding or determination as to the
                fairness of this investment;

            


    

    


    
      	
               

            	
              4.2

            	
              There
                are substantial risks
                incident to the purchase of Stock;
                and

            


    

    


    
      	
               

            	
              4.3

            	
              The
                foregoing acknowledgments,
                representations, warranties and agreements shall survive the Closing
                Date
                and the return of subscriber’s funds if subscriptions are not
                accepted.

            


    

    


    5.      
      INDEMNITY.

    


    The
      Investor agrees to indemnify and
      hold harmless the Company and each other person, if any, who controls it
      within  the meaning of Section 15 of the Securities Act of 1933, as
      amended (the “Act”) against any and all loss, liability, claim, damage and
      expense whatsoever (including, but not limited to, any and  all
      expenses whatsoever reasonably incurred in investigating, preparing for
      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 Investor to
      comply with any covenant or  agreement made by the Investor
      herein.

    


    6.      
      COMPANY
      REPRESENTATIONS AND WARRANTIES.

    


    The
      Company hereby acknowledges,
      represents and warrants to, and agrees with the Investor (which representations
      and will be true and correct as of the date of the Closing as if the Agreement
      were made on the date of Closing) as follows:

    


    
      	
               

            	
              6.1

            	
              The
                Company has been duly
                organized, is validly existing and is in good standing under the
                laws of
                Nevada.

            


    

    


    
      	
               

            	
              6.2

            	
              The
                Company has all requisite
                corporate power and authority to execute and deliver this Agreement
                and to
                perform its obligations hereunder. The execution and delivery of
                this
                Agreement by the Company do not, and the performance of its obligations
                hereunder will not, violate or conflict with any provision of the
                Company’s Certificate of Incorporation or Bylaws.  All corporate
                action on the part of the Company required for the authorization,
                execution and delivery of this Agreement and the performance of its
                obligations hereunder, including theissuance
                and delivery of the
                Stock, have been taken. This Agreement has been duly executed and
                delivered by the Company, and assuming due execution and delivery
                by the
                Purchaser, constitutes a valid and legally binding obligation of
                the
                Company enforceable in accordance with its terms, except as limited
                by (i)
                applicable bankruptcy, insolvency, reorganization, moratorium, and
                other
                laws of general application affecting enforcement of creditors’ rights
                generally and (ii) equitable principles relating to the availability
                of
                specific performance, injunctive relief and other equitable
                remedies.

            


    


    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
              6.3

            	
              The
                Stock which are being
                purchased by the Purchaser hereunder are duly authorized and, when
                issued,
                sold and delivered in accordance with the terms hereof, will be duly
                and
                validly issued, and, based upon the representations of the Purchaser
                in
                this Agreement, will be issued in compliance with the registration
                requirements of all applicable federal and state securities laws.
                The
                Common Stock issuable is duly authorized and has been duly and validly
                reserved for issuance and, upon issuance to the Purchaser in accordance
                with the terms of the Subscription Agreement, will be duly and validly
                issued, fully paid and non assessable, and issued in compliance with
                the
                registration requirements of all applicable federal and state securities
                laws or exemption therefrom, as presently in effect, of the United
                States
                and will be freely tradable without further
                restriction.

            


    

    


    
      	
               

            	
              6.4

            	
              The
                execution and delivery by the
                Company of, and the performance by the Company of its obligations
                under
                this Agreement in accordance with the terms of this Agreement will
                not
                contravene any provision of applicable law or the charter documents
                of the
                Company or any agreement or other instrument binding upon the Company,
                or
                any judgment, order or decree of any governmental body, agency or
                court
                having jurisdiction over the Company, and no consent, approval,
                authorization or order of, or qualification with, any governmental
                body or
                agency is required for the performance by the Company of its obligations
                under this Agreement in accordance with the terms of this
                Agreement.

            


    

    


    
      	
               

            	
              6.6

            	
              The
                Company is not in violation of
                its charter or bylaws and is not in default in the performance of
                any
                bond, debenture, note or any other evidence of indebtedness or any
                indenture, mortgage, deed of trust, license, contract, lease or other
                instrument to which the Company is a party or by which it is bound,
                or to
                which any of the property or assets of the Company is subject, except
                such
                as have been waived or which would not have, singly or in the aggregate,
                a
                material adverse effect on the Company, taken as a
                whole.

            


    

    


    
      	
               

            	
              6.8

            	
              The
                execution and delivery by the
                Company of, and the performance by the Company of its respective
                obligations under this Agreement will not contravene any provision
                of law
                known by the Company to be applicable to it, or the charter documents
                of,
                the Company or any subsidiary of the Company, or any judgment, order
                or
                decree of any governmental body, agency or court having jurisdiction
                over
                the Company or any subsidiary of the Company and no consent, approval,
                authorization or order of, or qualification with, any governmental
                body or
                agency is required for the performance by the Company of its obligations
                under this Agreement in accordance with the terms of this
                Agreement.

            


    

    


    
      	
               

            	
              6.9

            	
              There
                is no material litigation or
                governmental proceeding pending, or to the knowledge of the Company,
                threatened against, or involving the property or the business of
                the
                Company, or, to the best knowledge of the Company which would adversely
                affect the condition (financial or otherwise), business, prospects
                or
                results of operations of the Company, taken as a
                whole.

            


    

    
      


      
        	
                 

              	
                6.10

              	
                
                  The
                    foregoing representations,
                    warranties and agreements shall survive the
                    Closing.

                

              


      

       

    

    
      	
              7.

            	
              MISCELLANEOUS.

            


    


    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

    


    
      	
               

            	
              7.
                1

            	
              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.

            


    

     

    
      	
               

            	
              7.2

            	
              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.

            


    

    


    
      	
               

            	
              7.3

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

            


    

    


    
      	
               

            	
              7.4

            	
              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 Investor 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.

            


    

    


    
      	
               

            	
              7.5

            	
              Entire
                Agreement. This
                instrument contains the entire agreement of the parties, and there
                are no
                representations, covenants or other agreements except as stated or
                referred to herein.

            


    

    


    
      	
               

            	
              7.6

            	
              Assignability.
                This Agreement is not
                transferable or assignable by the Investor except as may be provided
                herein.

            


    

    


    
      	
               

            	
              7.7

            	
              Applicable
                Law.

            


    

    


    
      	
               

            	
              (a)

            	
              It
                is the intention of the parties
                that the laws of the State of Arizona shall govern the validity of
                this
                Agreement, the construction of its terms and the interpretation of
                the
                rights and duties of the
                parties.

            


    

    
      


      
        	
                 

              	
                (b)

              	
                
                  In
                    the case of any dispute,
                    question, controversy or claim arising among the parties hereto
                    which
                    shall arise out of or in connection with this Agreement, the
                    same shall be
                    submitted to arbitration before a panel of three arbitrators
                    in Gilbert,
                    Arizona, in accordance with the rules of the American Arbitration
                    Association. One arbitrator shall be appointed by the party or
                    parties
                    bringing the claims ("Claimant") and one arbitrator shall be
                    appointed by
                    the party or parties defending the claim ("Respondent"). The
                    arbitrators
                    selected by such parties shall be selected within thirty (30)
                    days after
                    notification by the Claimant to the Respondent that it has determined
                    to
                    submit such dispute, question, controversy or claim to arbitration.
                    The
                    two arbitrators so selected shall select a third arbitrator within
                    thirty
                    (30) days after the selection of the arbitrator selected by such
                    parties.
                    Should a party fail to select an arbitrator within the specified
                    time
                    period, or should the arbitrators selected by the parties fail
                    to select a
                    third arbitrator, the missing arbitrator or arbitrators shall
                    be appointed
                    by the Gilbert, Arizona office of the American Arbitration Association.
                    The decision of the panel shall be final and binding on the parties
                    and
                    enforceable in any court of competent jurisdiction. The costs
                    of the
                    arbitration will be imposed upon the Claimant and Respondent
                    as determined
                    by the arbitration panel or, failing such determination, will
                    be borne
                    equally by the Claimant and the Respondent. The successful or
                    prevailing
                    party or parties shall be entitled to recover reasonable attorneys
                    fees in
                    addition to any other relief to which it may be
                    entitled.

                

              


      

    

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

    


    
      	
               

            	
              (c)

            	
              In
                the event of any dispute,
                question, controversy or claim arising among the parties hereto which
                shall arise out of or in connection with this Agreement, the parties
                shall
                keep the proceeding related to such controversy in strict confidence
                and
                shall not disclose the nature of said dispute, the status of the
                proceeding or any testimony, documents or information obtained or
                exchanged in the course of said proceeding without the express written
                consent of all parties to such dispute.


            


    

     

    8.      
      EXECUTION.

    


    
      	
               

            	
              8.1

            	
              Subscriber.
                The Investor has executed this
                Subscription Agreement on this ____ day of ____________,
                2006.

            


    

    


    Number
      of Shares of Stock to be
      purchased at $.20 per share:

     

    
      Total
        Purchase Price: $

       

    

    8.2         
      The
      Company.

    


    Accepted
      this _________ day of
      ________________, 2006.

    


    Universal
      Tracking Solutions,
      Inc.

    


    By:                   
      ______________________________

    Keith
      Tench, CEO

    


    The
      undersigned hereby subscribes for
      ____________ shares of Stock, and agrees to pay herewith funds in the amount
      of
      ____________________________U.S. Dollars ($________________
      U.S.).

    


    The
      undersigned acknowledges that this
      subscription shall not be effective unless accepted by the Company as indicated
      below.

    


    Dated
      this _____ day of
      ________________, 2006.

    


    
      	 	
              Delivery
                Instructions: Please
                print the address to which you want your securities delivered
                to

            
	
              (Signature)

            	 
	 	
              Attn:

            
	
              Name:
                Please
                Print

            	 
	 	
              Name
                of
                Addressee

            
	
              Title/Representative
                Capacity

            	 
	 	
              Street
                Address

            
	
              Name
                of Company You
                Represent

            	 
	 	
              City,
                State Zip
                Code

            
	
              Place
                of
                Execution

            	 
	 	
              Phone
                Number (For Overnight
                Packages)

            
	
              REGISTERED
                HOLDER:

            	 
	 	
              Email
                Address

            
	
              Exact
                Name You Want the Security
                to be Registered to (Please Print Exact Registered
                Name)

            	 
	 	 
	
              Social
                Security or Tax ID Number
                of Subscriber

            	 


    

    


    



    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    


    CONFIDENTIAL
INVESTOR
      QUESTIONNAIRE

    


    


    In
      accordance with Section 3 of the
      Subscription Agreement, please answer the following questions by placing an
      (X)
      in the spaces provided below.

    


    Accredited
      Investor “ Status”.  I am:

     

    
      
        	
                ____(1)

              	
                A
                  natural person whose individual
                  net worth, or joint net worth will
                  spouse,                        exceeds
                  $1,000,000; 

              


      

       

    

    
      	
              ____(2)

            	
              A
                natural person who had an
                individual income over $200,000 in each of 2004 and 2005 or joint
                income
                with spouse over $300,000 in each of those years and has a reasonable
                expectation of reaching the same income level in
                2006.

            


    

    


    
      	
              ____(3)

            	
              Any
                bank as defined in Section 3
                (a) (2) of the Security 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; any broker
                or
                dealer registered pursuant to Section 15 of the Security Exchange
                Act of
                1934, as amended; and insurance company as defined in Section 2(13)
                of the
                Security Act; any investment company registered under the Investment
                Company Act of 1940, as amended ( the “Investment Company “Act”) or a
                business development company as defined in Section 2(a) (48) of the
                Investment Company Act; and Small Business Investment Company under
                Section 301(c) or (d) of the Small Investment Act of 1958, as amended;
                any
                plan established and maintained by a state, its political subdivision
                or
                any agency or instrumentality of a state or its subdivision for the
                benefit of its employment, if such plan has total assets in excess
                of
                $5,000,000; any employee benefit plan within the meaning of ERISA,
                if the
                investment decision is made by a plan fiduciary, as defined in Section
                3(21) of ERISA, which plan fiduciary is a bank, savings and loan
                association, insurance company or registered investment advisor under
                the
                Investment Advisers Act of 1940, as amended ( the “Advisers Act”), or if
                the employee benefit plan has total assets in excess of $5,000,000,
                or if
                a self-directed plan, with investment decisions made solely by person
                that
                are Accredited Investors;

            


    

    


    
      	
              ____(4)

            	
              Any
                private business development
                company as defined in Section 202 (a) (22) of the Advisors
                Act;

            


    

    


    
      	
              ____(5)

            	
              Any
                organization described in
                Section 501(c)(3) of the Internal Revenue Code of 1986, as amended,
                or any
                corporation, Massachusetts or similar business trust or partnership,
                not
                formed for the specific purpose of acquiring the Common Stock offered,
                with total assets in excess of
                $5,000,000;

            


    

    


    
      	
              ____(6)

            	
              Any
                trust with total assets in
                excess of $5,000,000 not formed for the specific purpose of acquiring
                the
                Common Stock, whose purchase is directed by a sophisticated person
                as
                described in Rule 506(b)(2)(ii) of Regulation D promulgated under
                the
                Securities Act;

            


    

    


    
      	
              ____(7)

            	
              Any
                entity in which all of the
                equity owners are Accredited
                Investors;

            


    

    


    
      	
              ____(8)

            	
              None
                of the
                above.

            


    

    



    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    


    As
      used herein, the term ‘net worth’
means the excess of the total assets over total liabilities.  In
      calculating, “net worth’ the value of a principal residence must be valued at
      cost or at a written appraised value used by an institutional lender to make
      a
      loan secured by the property.  In determining income, a subscriber
      should add to such subscriber’s adjusted gross income any amounts attributable
      to tax exempt income received, losses claimed as a limited partner in any
      limited partnership, deductions claimed for depletion contributions to an IRA
      or
      KEOGH retirement plan, alimony payments and any amounts by which income from
      long-term capital gains has been reduced in arriving at adjusted gross
      income.

    


    Investment
      Company Act.

    


    
      	
               

            	
              (1)

            	
              Indicate
                below whether the
                undersigned is an investment company, as defined in the Investment
                Company
                Act.

            


    

     

    _______Yes.

     

     

    _______
      No.

    


    
      	
               

            	
              (2)

            	
              Indicate
                below whether the
                undersigned is a corporation, partnership, trust or other form of
                business
                entity.

            


    

    


    _________
      Yes ( Indicate type of
      entity:______________________)

    


    _________
      No

    


    


    
      	
               

            	
              (3)

            	
              If
                the answer to the question
                posed in paragraph (2) is yes, indicate below whether the undersigned
                is
                subscribing for more than ten percent (10%) of the Common Stock being
                offered (i.e., more than 1,000,000 shares of Common
                Stock).

            


    

     

    ________
      Yes (Indicate number of common
      shares for which the undersigned is subscribing:
      ___________________)

     

     

    ________
      No

    


    
      	
               

            	
              (4)

            	
              If
                the answers to each of the
                questions posed in paragraphs (2) and (3) are yes, indicate below
                the
                value of all securities owned by the undersigned (including the common
                stock subscribed for hereby) of Closely Held Investment Companies
                (defined
                below), the value of the total assets of the undersigned, and the
                percentage that the former number represents of the latter
                number.

            


    

    


    Value
      of Securities of Closely Held
      Investment

    


    Companies:
      $_________________

    


    Value
      of the Total Assets of the
      Undersigned:

    


    Percentage:
      _________%

    



    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    


    “Closely
      Held Investment Companies”
means all issuers (including the Company) that are excluded from the definition
      of “investment company” under the Investment Company Act solely by paragraph
      3(c) (1) of such Act (applicable to issuers with not more than 100 beneficial
      owners), or would be excluded but for subparagraph (A) thereof (which in certain
      cases, imputes beneficial ownership by an entity to such entity’s beneficial
      owners).

    


    
      	
               

            	
              (5)

            	
              If
                the percentage set forth in
                paragraph (4) exceeds ten percent (10%) indicate below the number
                of
                beneficial owners of the securities of the
                undersigned.

            


    

    


    No.
      of Beneficial Owners:
      ____________________

    


    Investment
      experience.

    


    (A)         
      Please indicate the frequency
      of
      your investment in marketable securities.

    


    Often
      ____________; Occasionally
      ___________

    


    Seldom
      ___________; Never
      ____________.

    


    (B)         
      Please indicate the frequency
      of
      your investment in unmarketable securities.

    


    Often
      ___________; More than Once
      _____________; Never

    


    Purchase
      Representative.

    


    I
      have ________ have not________ (check
      one) anyone to serve as my Purchaser Representative to assist or advise me
      in
      connection with evaluating the risks and merits of the prospective
      investment.

    


    By
      signing this Questionnaire, I hereby
      confirm the following statements:

    


    
      	
               

            	
              1.

            	
              I
                acknowledge on behalf of the
                subscriber that any delivery to such subscriber of the Subscription
                Agreement relating to the Common Stock prior to the determination
                by the
                Company of the suitability of the subscriber as an investor shall
                not
                constitute any offer of Common Stock until such determination of
                suitability is made.

            


    

    


    
      	
               

            	
              2.

            	
              In
                order to induce the Company to
                issue and sell the Common Stock to the undersigned, I represent and
                warrant on behalf of the subscriber that the information stated herein
                is
                true and complete as of the date hereof and will be true and complete
                as
                of the date that the Subscription Agreement is accepted by the Company
                and
                so of the date that the subscriber’s purchase of the Common Stock becomes
                effective.  If, prior to the final consummation of the offer and
                sale of the Common Stock, there should be any change in such information
                or any of such information becomes incomplete or incorrect the subscriber
                agrees to notify and supply corrective information to the
                Company.

            


    

    


    


    ______________________________                                                                                     
      ____________________________

    Print
      Name of Subscriber
      (s)                                                                                              Authorized
      Signature

    


    


    Date
      Executed:
      _____________________

    


    


    



    
      
        
        

      

      
        -9-