piedmont8k072007ex10-2.htm


    
      

      

    

    Exhibit
      10.2

     

    INSTRUCTIONS
      TO PROSPECTIVE INVESTORS

    OF

    PIEDMONT
      MINING COMPANY, INC.,

    a
      North Carolina corporation

    


    Please
      read carefully the Annual Report on Form 10-KSB for the year ended December
      31,
      2006, as filed with the U. S. Securities and Exchange Commission on April 5,
      2007 by Piedmont Mining Company, Inc., a North Carolina corporation (the
“Company”), and all exhibits thereto, and the Quarterly Report on Form 10-QSB
      for the quarter ended March 31, 2007, as filed with the U. S. Securities and
      Exchange Commission on May 17, 2007 by the Company, and all exhibits thereto
      (collectively, the “Memorandum”), before deciding to subscribe.

    


    The
      Company is offering on a best effort basis to raise up to an aggregate of
      $600,000 pursuant to the sale of Units to a limited number of “accredited
      investors” only, as that term is defined in Rule 501(a) of Regulation D under
      the Securities Act of 1933, as amended.  Each Unit consists of one (1)
      Share of Common Stock and one (1)  two (2) year warrant representing
      the right to acquire one additional share of Common Stock.  The
      purchase price for each Unit and the exercise price for the Warrants will be
      determined on a case by case basis by the Company basis upon negotiations with
      certain investors.

    


    THE
      PURCHASE PRICE FOR EACH UNIT IS $0.16

    THE
      EXERCISE PRICE FOR THE WARRANTS IS: $0.20

    


    Each
      prospective investor should examine the suitability of this type of investment
      in the context of his/her own needs, investment objectives, and financial
      capabilities and should make his/her own independent investigation and decision
      as to suitability and as to the risk and potential gain
      involved.  Also, each prospective investor is encouraged to consult
      with his/her own attorney, accountant, financial consultant or other business
      or
      tax advisor regarding the risks and merits of the proposed
      investment.

    


    This
      offering is limited to accredited investors who certify that he/she/it meet
      all
      of the qualifications set forth in the Memorandum.  If you meet these
      qualifications and desire to purchase the Units, then please take the following
      actions:

    


    
      	
               

            	
              1.

            	
              Review,
                complete and execute the following
                documents:

            


    

    


    
      	
               

            	
              □

            	
              Subscription
                Agreement;

            


    

    
      	
               

            	
              □

            	
              Purchaser
                Suitability Questionnaire;

            


    

    
      	
               

            	
              □

            	
              Consent
                of Spouse (if married – regardless of manner in which the Units are to be
                held);

            


    

    
      	
               

            	
              and

            


    

    
      	
               

            	
              □

            	
              Purchaser
                Representative’s Certificate (if
                applicable)

            


    

    


    2.        Deliver
      the completed Subscription Agreement, Purchaser Suitability Questionnaire,
      Consent of Spouse, the Purchaser Representative’s Certificate (if applicable)
      and Check made payable to Piedmont Mining Company, Inc. for
      payment:

    


    Piedmont
      Mining Company, Inc.

    500
      E.
      77th Street, #335

    New
      York,
      NY 10162

    Attn:
      Robert M. Shields, Jr.

    


    Upon
      receipt of the signed Subscription Agreement, Purchaser Suitability
      Questionnaire, Consent of Spouse, the Purchaser Representative’s Certificate (if
      applicable), Check for the purchase price for the Units, verification of your
      investment qualifications, and acceptance of your subscription by the Company
      (the Company reserves the right, in its sole discretion, to accept or reject
      a
      subscription, in whole or in parts, for any reason whatsoever), the Company
      will
      notify you of receipt and acceptance of your subscription and will deliver
      a
      signed and fully executed stock certificate evidencing the Units
      purchased.

    


     

    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

    


    THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED  (THE “1933 ACT”) OR UNDER APPLICABLE STATE SECURITIES LAWS
      AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED
      UNDER THE 1933 ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO
      AVAILABLE EXEMPTIONS FROM SUCH REGISTRATION, PROVIDED THAT THE HOLDER DELIVERS
      TO THE COMPANY AN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL ARE SATISFACTORY
      TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION UPON THE COMPANY’S
      REQUEST.

    


    SUBSCRIPTION
      AGREEMENT

    PIEDMONT
      MINING COMPANY, INC.

    a
      North Carolina corporation

    


    ARTICLE
      I

    


    This
      subscription agreement (this “Subscription Agreement”) is entered into by and
      between Piedmont Mining Company, Inc., a North Carolina corporation (the
“Company”), and the person or entity executing the Subscription Agreement (the
“Subscriber”).  In this Subscription Agreement, the pronoun “it” means
“he,” “she,” or “it,” as appropriate.  All terms not defined herein
      shall have the same meaning as set forth in the Annual Report on Form 10-KSB
      for
      the year ended December 31, 2006, as filed with the U. S. Securities and
      Exchange Commission on April 5, 2007 by the Company, related to the offer of
      up
      to an aggregate of $600,000 (with all attachments thereto, the
“Memorandum”).

    


    1.1 
        Offering.  The
      Company is currently offering for sale up to an aggregate of $600,000 pursuant
      to the sale of Units (“Units”) at a purchase price of $0.16 per Unit (the
“Offering”), subject to the terms, conditions, acknowledgements,
      representations, and warranties stated herein and in the
      Memorandum.  Each Unit consists of one (1) share of Common Stock of
      the Company (“Share”) and one (1) warrant to purchase one Share (“Warrant”).
      Each Warrant is exercisable for a period of two (2) years at an exercise price
      of $0.20 per Share.

    


    1.2      
      Subscription.  The
      Subscriber hereby irrevocably subscribes to purchase from the Company the number
      of Units and at the aggregate purchase price (the “Purchase Price”) set forth on
      the execution page to this Subscription Agreement titled “SUBSCRIPTION AGREEMENT
      SIGNATURE PAGE.”

    


    1.3       Purchase.  The
      Subscriber shall tender or have tendered a check in the amount set forth on
      the
      Subscription Agreement Signature Page, payable to “Piedmont Mining Company,
      Inc.”, along with the execution and delivery of this Subscription Agreement, the
      Consent of Spouse, if Subscriber is married, Purchaser Suitability Questionnaire
      in the form attached hereto as Exhibit A, and, if applicable, an executed
      Purchaser’s Representative’s Certificate (if the Subscriber is using a Purchaser
      Representative) in the form attached hereto as Exhibit B, which are all
      incorporated herein by this reference.

    


    1.4       Acceptance
      or Rejection of Subscription.  The Subscriber understands
      and agrees that the Company reserves the right, in its sole discretion, to
      reject this subscription, in whole or in part if (a) the Subscriber is not
      an
“accredited investor” or otherwise fails to meet the investor suitability
      requirements as set forth in the Purchaser Suitability Questionnaire, (b) fails
      to deliver payment of the purchase price, or (c) fails to deliver a completed
      Subscription Agreement, Purchaser Suitability Questionnaire (if applicable),
      Consent of Spouse (if Subscriber is married), and Purchaser Representative’s
      Certificate (if applicable) substantially in the form as reasonably acceptable
      to the Company,  until there has been notice of acceptance of the
      Subscriber’s subscription.  In the event of rejection of this
      subscription, the Subscriber’s check or, in the event of a partial rejection a
      check in the amount of the rejected portion, will be promptly returned to the
      Subscriber.  Upon acceptance of the subscription by the Company, the
      Company will deliver to the Subscriber an “accepted” Subscription Agreement, and
      cause the purchase of the Units to be reflected in the books and record of
      the
      Company. Upon acceptance of the Units by the Company, certificates representing
      the Shares and Warrants constituting the Units will be promptly issued to the
      Subscriber.

    


    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

    


    1.5       Piggyback
      Registration Rights. The Subscriber of the Shares will be entitled
      to “piggy back” registration rights on all registration statements of the
      Company, subject to the right, however, of the Company and its underwriters
      to
      reduce the number of shares proposed to be registered on a pro rata basis,
      if,
      in the opinion of the underwriter, market conditions warrant the
      reduction.  There will be no demand registration rights.

    


    1.6       Call
      Provision. Notwithstanding any other provision contained herein to
      the contrary, in the event that the closing bid price of a share of Common
      Stock
      as quoted on the OTC Bulletin Board (or such other exchange or stock market
      on
      which the Common Stock may then be listed or quoted) equals or exceeds $0.40
      (appropriately adjusted for any stock split, reverse stock split, stock dividend
      or other reclassification or combination of the Common Stock occurring after
      the
      date hereof) for fifteen (15) consecutive trading days the Company, upon ten
      (10) days prior written notice (the “Notice Period”) given to the Warrantholder
      within five business day immediately following the end of such fifteen (15)
      trading day period, may, but shall not have the obligation to, call this
      Warrant, in whole but not in part, at a redemption price equal to $0.01 per
      share of Common Stock then purchasable pursuant to this Warrant; Notwithstanding
      any such notice by the Company, the Warrantholder shall have the right to
      exercise this Warrant prior to the end of the Notice Period.

    


    


    ARTICLE
      II

    


    2.1.      Subscriber’s
      Representations, Warranties, Covenants.  The Subscriber
      hereby represents, warrants and covenants to the Company as follows, realizing
      that the Company intends to rely on these representations, warranties, and
      covenants, which shall survive the acceptance of the Subscriber’s subscription
      by the Company.

    


    
      	
               

            	
              2.1.1

            	
              Accredited
                Investor.  The Subscriber represents that it is an
                “accredited investor” as that term is defined in SEC Rule 501(a) of
                Regulation D, 17 C.F.R. 230.501(a).

            


    

    


    
      	
               

            	
              2.1.2

            	
              Purchaser
                Suitability Questionnaire.  The Subscriber has reviewed,
                completed and executed the Purchaser Suitability
                Questionnaire.

            


    

    


    
      	
               

            	
              2.1.3

            	
              Net
                Worth.  The Subscriber (a) has adequate net worth and means
                of providing for its current financial needs and possible contingencies,
                (b) has no need for liquidity in this investment, (c) is able to
                bear the
                economic risks of an investment in the Units for an indefinite period
                of
                time, and (d) is able to bear the risk of losing its entire investment
                in
                the Units.

            


    

    


    
      	
               

            	
              2.1.4

            	
              Knowledge;
                Experience.  The Subscriber has such knowledge and
                experience in financial and business matters: (a) to be capable of
                evaluating the merits and risks of this investment in the Units,
                (b) to
                make an informed decision relating thereto, and (c) to protect its
                own
                interests in connection with the purchase of the Units.  The
                Subscriber’s purchase of the Units is consistent, in both nature and
                amount, with the Subscriber’s overall investment program and financial
                condition.

            


    

    


    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    


    
      	
               

            	
              2.1.5

            	
              Own
                Account.  The Subscriber (a) is purchasing the Units for its
                own account (not as a nominee or agent) for investment purposes only
                and
                not with an intent or  view to, or for, resale, distribution or
                fractionalization thereof, in whole or in part, (b) has no present
                arrangement or intention to sell or distribute the Units, or to grant
                participation in the Units, and (c) does not have any contract,
                undertaking, agreement or arrangement with any person to sell, transfer
                or
                grant participation to such person, or to any third person, with
                respect
                to any of the Units.

            


    

    


    
      	
               

            	
              2.1.6

            	
              Not
                an Underwriter.  The Subscriber is not an underwriter or
                dealer in the Units, and the Subscriber is not participating, pursuant
                to
                a contractual agreement, arrangement or understanding, in a distribution
                of the Units.

            


    

    


    
      	
               

            	
              2.1.7

            	
              Independent
                Review.  The Subscriber in making the decision to purchase
                the Units subscribed for:

            


    

    


    
      	
               

            	
              (a)

            	
              has
                received, read and is familiar with the Subscription Agreement and
                the
                Purchaser Suitability
                Questionnaire;

            


    

    


    
      	
               

            	
              (b)

            	
              has
                prior to making any investment in the Units, been given access and
                the
                opportunity to ask any and all questions it had, and to receive answers
                from the Company or any person acting on its behalf concerning the
                Company, its business plan, management and current financial condition,
                and/or the terms and conditions of the offer and sale of the Units,
                and
                Subscriber has received complete and satisfactory answers to any
                such
                inquiries;

            


    

    


    
      	
               

            	
              (c)

            	
              has
                relied solely upon the information contained within this Subscription
                Agreement or upon information obtained in its own investigation,
                and
                represents and warrants that neither the Company, nor any officer,
                employee, agent, or affiliate of the Company has made any representations
                other than those contained within this Subscription
                Agreement;

            


    

    


    
      	
               

            	
              (d)

            	
              understands
                that the attorneys, accountants or other professionals who have been
                employed to perform services on the Company’s behalf have NOT been
                employed to represent the interests of the Subscriber, and understands
                that it should consult with and rely on its own counsel or advisors
                for
                independent legal, accounting, financial and tax advice concerning
                this
                investment in the Company, including but not limited to advice as
                to the
                legality of any resale of the Units, tax or other consequences of
                such
                investment in the Company, and the suitability of the investment
                for the
                Subscriber, and

            


    

    


    
      	
               

            	
              (e)

            	
              acknowledges
                that the books and records of the Company have been available for
                inspection upon reasonable notice and during reasonable business
                hours at
                the Company’s principal place of business and that the appropriate
                officers of the Company have been available to answer any questions
                concerning this investment.

            


    

    


    
      	
            	
              2.1.8

            	
              No
                Written or Oral Representations. No person or entity, including the
                Company or agents of the Company, has made to the Subscriber any
                written
                or oral representations or warranties, expressly or by
                implication:

            


    

    


    
      	
               

            	
              (a)

            	
              that
                any person will resell or repurchase the
                Units,

            


    

    


    
      	
               

            	
              (b)

            	
              that
                any person will refund the purchase price of the
                Units,

            


    

    


    
      	
               

            	
              (c)

            	
              as
                to the future price or value of the
                units,

            


    

    


    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    


    
      	
               

            	
              (d)

            	
              as
                to the appropriate or exact length of time that Subscriber will be
                required to hold the Units,

            


    

    


    
      	
               

            	
              (e)

            	
              as
                to the percentage of profit and/or amount or type of consideration,
                profit, or loss to be realized, if any, as a result of an investment
                in
                the Units, or

            


    

    


    
      	
               

            	
              (f)

            	
              as
                to the amount of distributions that the Company will
                make.

            


    

    


    
      	
               

            	
              2.1.9

            	
              Partnership,
                Corporation or Trust.  If the Subscriber is a partnership,
                corporation or trust, the person executing this Subscription Agreement
                on
                its behalf represents and warrants
                that:

            


    

    


    
      	
               

            	
              (a)

            	
              he
                or she has made due inquiry to determine the truthfulness of the
                representations and warranties made pursuant to this Subscription
                Agreement and the Purchaser Suitability Questionnaire,
                and

            


    

    


    
      	
               

            	
              (b)

            	
              he
                or she is duly empowered, authorized, and qualified (and if the Subscriber
                is a trust, by the trust agreement) to make this investment and to
                enter
                into and execute this Subscription Agreement and the Purchaser Suitability
                Questionnaire on behalf of such
                entity.

            


    

    


    
      	
            	
              2.1.10

            	
              No
                Advertisement or General Solicitation.  The sale of the
                Units has not been advertised through any article, notice or other
                communication published in any newspaper, magazine, or similar media
                or
                broadcast over television or radio, or through any seminar or meeting
                whose attendees have been invited by any general solicitation or
                general
                advertising, and the Subscriber is not purchasing as a result of
                any such
                advertisement or solicitation.

            


    

    


    
      	
            	
              2.1.11

            	
              Subscription
                Rejection Right.  The Subscriber acknowledges that the
                Company reserves the right to reject any subscription, to accept
                any
                subscription in part only, or to prorate subscriptions, to negotiate
                any
                checks or other tenders of payment for discrepant amounts and to
                refund
                the excess to the Subscriber if (a) the Subscriber is not an “accredited
                investor” or otherwise fails to meet the investor suitability requirements
                as set forth in the Purchaser Suitability Questionnaire, (b) fails
                to
                deliver payment of the purchase price, or (c) fails to deliver a
                completed
                Subscription Agreement, Purchaser Suitability Questionnaire, Consent
                of
                Spouse (if applicable), and Purchaser Representative’s Certificate (if
                applicable) substantially in the form as reasonably acceptable to
                the
                Company.

            


    

    


    
      	
            	
              2.1.12

            	
              Compliance
                with Securities Law.  The Subscriber will not sell or
                otherwise transfer the Units (or the Shares or Warrants constituting
                the
                Units) except as permitted under the Act and applicable United States
                state securities laws or an exemption therefrom, provided that Subscriber
                delivers to the Company an opinion of counsel (which opinion and
                counsel
                are satisfactory to the Company) confirming the availability of such
                exemption upon Company’s request.

            


    

    


    
      	
            	
              2.1.13

            	
              Authority,
                Power, Enforceability.  The Subscriber has all the requisite
                power, authority and capacity to acquire and hold the Units and to
                execute, deliver and comply with the terms of each of the instruments
                required to be executed and delivered by the Subscriber in connection
                with
                the subscription for the Units as contemplated by this Subscription
                Agreement and such execution, delivery and compliance does not conflict
                with, or constitute a default under, any instruments governing the
                Subscriber, any law, regulation or order, or any agreement to which
                the
                Subscriber is a party or by which the Subscriber may be
                bound.  The Subscriber hereby adopts, accepts and agrees to be
                bound by all the terms and provisions of this Subscription Agreement,
                and,
                if this subscription is accepted in whole or in part, to perform
                any
                obligations therein imposed.

            


    

    


    


    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

    


    
      	
            	
              2.1.14

            	
              Legend.  The
                Subscriber acknowledges and agrees that the SEC has not reviewed
                the offer
                and sale of the Units, and that the Units have not been registered
                under
                the Act or any other applicable securities laws of any state or
                jurisdiction, and the Subscriber cannot sell or otherwise transfer
                the
                Units except as permitted under the Act and applicable United States
                state
                securities laws or an exemption therefrom, provided that Subscriber
                delivers to the Company an opinion of counsel (which opinion and
                counsel
                are satisfactory to the Company) confirming the availability of such
                exemption upon Company’s request.  The Subscriber understands
                and agrees that the certificate(s) or documents representing the
                Shares
                and/or Warrants constituting the Units will bear one or more restrictive
                legends determined by counsel to the Company to be necessary or
                appropriate in order to comply with United States federal or state
                securities law or to secure or protect any applicable exemptions
                from
                registration or qualification, including the following legends and
                the
                Subscriber agrees to abide by the terms
                thereof:

            


    

    


    THESE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
      AMENDED  (THE “ACT”) OR UNDER APPLICABLE STATE SECURITIES LAWS AND MAY
      NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE
      ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AVAILABLE EXEMPTIONS
      FROM SUCH REGISTRATION, PROVIDED THAT THE INVESTOR DELIVERS TO PIEDMONT MINING
      COMPANY, INC. (THE “COMPANY”) AN OPINION OF COUNSEL (WHICH OPINION AND COUNSEL
      ARE SATISFACTORY TO THE COMPANY) CONFIRMING THE AVAILABILITY OF SUCH EXEMPTION
      UPON COMPANY’S REQUEST.

     

    
      	
            	
              2.1.15

            	
              Reliance
                by Company.  The Subscriber understands that the Units are
                being offered and sold to it in reliance on specific exemptions from
                the
                registration requirements of the United States federal and state
                securities laws and that the Company is relying upon the truth and
                accuracy of the representations, warranties, agreements, acknowledgments
                and understandings of the Subscriber set forth herein to determine
                the
                applicability of such exemptions and the suitability of the Subscriber
                to
                acquire the Units.

            


    

    


    
      	
            	
              2.1.16

            	
              Subsequent
                Changes.  All information which the Subscriber has provided
                to the Company, including but not limited to all information given
                herein
                and in the Purchaser Suitability Questionnaire or otherwise, concerning
                itself, investor status, address, residence, financial position and
                knowledge and experience of financial and business matters are correct
                and
                complete as of the date of the execution of the Subscription Agreement,
                and that if there should be any material change in such information
                prior
                to this Subscription Agreement being accepted by the Company, the
                Subscriber will immediately provide the Company with such
                information.  The Subscriber will promptly notify the Company of
                any material fact or circumstance that would cause any of the foregoing
                representations to be untrue, incomplete, or
                misleading.

            


    

    


    
      	
            	
              2.1.17

            	
              Further
                Assurances and Cooperation.  The Subscriber agrees that the
                Company may present this Subscription Agreement and any documents
                related
                thereto, to such parties as it deems appropriate if called upon to
                establish the availability of an exemption from registration or
                qualification of the Units under federal securities laws or applicable
                state laws.

            


    

    


    


    
      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

    


    2.2       Risk
      Factors.  In addition to the risks
      disclosed in the Memorandum under “Risk Factors” and elsewhere in this
      Subscription Agreement, and the risk factors set forth on the Company’s
      Registration  Statement on Form SB-2/A filed by the Company with the
      SEC on September 14, 2006, its Annual Report on Form 10-KSB for the year ended
      December 31, 2006, as filed by the Company with the SEC on April 5, 2007, and
      its Quarterly Report on Form 10-QSB for the quarter ended March 31, 2007, as
      filed by the Company with the SEC on May 17, 2007, the Subscriber acknowledges
      and understands the risks involved in the investment of the Units, including,
      but not limited to, the risks described below:

    


    
      	
               

            	
              2.2.1

            	
              Speculative.  The
                Subscriber understands that an investment in the Units is speculative
                and
                involves substantial risks, including the possible loss of the entire
                investment, and understands the risks and uncertainties discussed
                in this
                Subscription Agreement.

            


    

    


    
      	
               

            	
              2.2.2

            	
              No
                Profitability.   The Subscriber understands that
                the Company has no history of profitability and will require additional
                capital to complete its business plans. There is no assurance that
                the
                Company can obtain additional capital adequate to accomplish the
                foregoing
                or to successfully complete its business
                plans.

            


    

    


    
      	
               

            	
              2.2.3

            	
              No
                Review of Fairness.  No federal or state agency has passed
                upon the Units or made any finding, recommendation or determination
                as to
                the fairness of this investment.

            


    

    


    
      	
               

            	
              2.2.4

            	
              No
                Representations Concerning Suitability.  The Company has
                made no representations or recommendations to the Subscriber concerning
                whether the purchase of the Units is a suitable investment for
                it.  The Subscriber and its representative, if any, have the
                sole responsibility for determining whether this investment is suitable
                for the Subscriber.  The Company is not responsible to the
                Subscriber for making any such
                determination.

            


    

    


    
      	
               

            	
              2.2.5

            	
              Unit
                Price May Fluctuate During the Offering.  The Company has
                the right to offer the sale of Units and set the exercise price of
                the
                Warrants at different prices based upon negotiations with individual
                investors. The principal factors for such determination will be based
                on
                the Company’s business prospects, the recent trading range of the
                Company’s Common Stock, and other relevant factors.
                 As a result, the Subscriber may be purchasing the
                Units at a different price than another investor in this
                Offering.

            


    

    


    
      	
               

            	
              2.2.6

            	
              Illiquid
                Investment.  The Subscriber’s investment in the Company is
                an illiquid investment, and the Subscriber must bear the economic
                risk of
                its investment.

            


    

    


    
      	
               

            	
              2.2.7

            	
              Dilution
                in Initial Equity Interest.  Any further issuance by
                the Company of any additional Units (or Shares and/or Warrants
                constituting the Units) of the Company  will dilute any equity
                interest of the Subscriber.  No assurances can be given that the
                Company will not issue additional securities that will have the effect
                of
                diluting the equity interest of
                Subscriber.

            


    

    


    
      	
               

            	
              2.2.8

            	
              Due
                Diligence and Investigation.  The offer and sale of the
                Units is not underwritten by or being offered through investment
                bankers
                or underwriters.  There has not been an independent review of
                matters covered in the Subscription Agreement by any such professionals
                or
                other professionals.  Subscriber must rely solely upon their own
                investigation and analysis of the risks in making this investment
                decision.

            


    

    


    


    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

    


    
      	
               

            	
              2.2.9

            	
              No
                Established Public Trading Market.  Even though the
                Shares are traded over-the-counter by quotation on the OTC Bulletin
                Board
                under the symbol “PIED.OB” the Subscriber realizes there is no established
                public trading market for the Units.  The Subscriber further
                understands that the Units offered hereby have not been registered
                with
                the SEC or any state agency.  The Units may not be sold,
                transferred, pledged, hypothecated or otherwise disposed of in the
                absence
                of an effective registration statement registering the Units under
                the
                Act, or an opinion of counsel that registration is not required under
                the
                Act.

            


    

    


    ARTICLE
      III

    


    3.1       Indemnification.  The
      Subscriber agrees to indemnify and hold the Company and any person, if any,
      who
      controls the Company, within the meaning of Section 15 of the 1933 Act, and
      the
      Company’s officers, directors, agents, attorneys, and affiliates harmless from
      and against all damages, losses, costs and expenses, including reasonable
      attorneys’ fees and expenses reasonably incurred in the investigation or
      preparation in defense of any litigation commenced or threatened or any claim
      whatsoever, which they may incur by reason of the failure by the Subscriber
      to
      comply with the terms and conditions of this Subscription Agreement, or by
      reason of any misrepresentation or breach of any warranty or covenant made
      by
      the Subscriber herein, the Purchaser Suitability Questionnaire, or in any
      document provided by the Subscriber to the Company in connection with the
      Subscriber’s investment in the Units.  The Subscriber further agrees
      that the provisions of this Section shall survive (a) the sale, transfer or
      any
      attempted sale or transfer of all or a portion of the Units (or the Shares
      and
      Warrants constituting the Units) and (b) the death of the
      Subscriber.

    


    3.2       Survival.  The
      foregoing acknowledgments, representations, warranties and agreements made
      herein and the Purchaser Suitability Questionnaire shall survive the investment
      made herein.

    


    ARTICLE
      IV

    


    4.1       Termination,
      Cancellation or Revocation.  The Subscriber agrees that
      it may not cancel, terminate, or revoke this Subscription Agreement or any
      agreement made by it hereunder and that this Subscription Agreement shall
      survive the death or disability of the Subscriber and shall be binding upon
      the
      Subscriber’s heirs, executors, administrators, successors, and assigns, who
      shall execute a substantially similar agreement.

    


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

    


    4.3       Notices.  Any
      notice, demand or other communication that any party hereto may be required,
      or
      may elect, to give to anyone interested hereunder shall be deemed given (a)
      three (3) business days after mailing if sent by registered or certified mail,
      return receipt requested, addressed to such address as may be given herein,
      (b)
      immediately if delivered personally at such address, including by overnight
      delivery service, or (c) immediately if communicated by facsimile to the person
      entitled to such notice, provided, however, that acknowledgment of
      the receipt of such facsimile notice is returned to the person giving notice,
      it
      being understood that such acknowledgment shall not be unreasonably
      withheld.

    


    4.4       Payment
      of Expenses.  Subject to the provisions of this
      Subscription Agreement, the Company, on the one hand, and the Subscriber, on
      the
      other hand, will pay all fees and expenses (including, without limitation,
      legal
      fees and expenses) incurred by them in connection with the transactions
      contemplated hereunder.

    


    


    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

    


    4.5       Counterparts.  This
      Subscription Agreement may be executed through the use of separate signature
      pages (including by facsimile) 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.

    


    4.6       Binding
      Effect.  Except as otherwise provided herein, this
      Subscription Agreement shall be binding upon and inure to the benefit of the
      parties and their heirs, executors, administrators, successors, legal
      representatives and assigns.  The obligation of the Subscriber and the
      agreements, representations, warranties and acknowledgments herein contained
      shall be deemed to be made by and be binding upon the Subscriber and the heirs,
      executors, administrators and successors of the Subscriber.

    


    4.7       Entire
      Agreement.  This instrument, including all appendices and
      exhibits attached hereto which have been incorporated by reference into this
      Subscription Agreement, contain the entire agreement of the parties with respect
      to the subject matter of this Subscription Agreement, and there are no
      representations, covenants or other agreements except as stated or referred
      to
      herein.

    


    4.8       Assignability.  This
      Subscription Agreement is not transferable or assignable by the Subscriber
      except as provided herein.

    


    4.9       Applicable
      Law.  This Subscription Agreement shall be governed by
      and construed in accordance with the laws of the State of Nevada as applied
      to
      residents of that state entering into contracts wholly to be performed in that
      state, without regards to conflicts of laws principles.  The
      Subscriber hereby agrees that any suit, action, or proceeding arising out of
      or
      relating to this Subscription Agreement, any amendments or any replacements
      hereof, and any transactions or agreements relating hereto shall be brought
      in
      the courts of, or the Federal courts in, the State of California, County of
      Sacramento, and the Subscriber hereby irrevocably consents and submits to the
      jurisdiction of such courts for the purposes of any such suit, action or
      proceeding, and the Subscriber agrees that service of process on the Subscriber
      in such suit, action or proceeding may be made in the same way as is prescribed
      by this Subscription Agreement for other notices.  The Subscriber
      hereby waives, and agrees not to assert against the Company or any assignee
      thereof, by way of motion, as a defense, or otherwise, in any such suit, action
      or proceeding, (a) any claim that he or she is not personally subject to the
      jurisdiction of the above-named courts or that his or her property is exempt
      or
      immune from setoff, execution or attachment, either prior to judgment or in
      execution thereof, and (b) to the extent permitted by applicable law, any claim
      that such suit, action or proceeding is brought in an inconvenient forum or
      that
      the venue of suit, action or proceeding is improper or that this subscription
      agreement or any amendments or any replacements hereof may not be enforced
      in or
      by such courts.  Venue for such actions as set forth above is intended
      to be inclusive.

    


    4.10.    Waiver
      of Jury Trial.  The parties to this Subscription
      Agreement hereby waive any right that they may otherwise have to a trial by
      jury
      in any suit, action, or proceeding that arises out of or relates to this
      Subscription Agreement, any amendments to or any replacements of this
      Subscription Agreement, and any transactions or agreements relating to this
      Subscription Agreement.  The parties understand that, as a result of
      this waiver, the facts relating to any dispute that is covered by this waiver
      will be tried, if necessary, to a judge rather than to a jury.

    


    4.11     Severability.  If
      any provision or portion of this Subscription Agreement is held to be
      unenforceable or invalid for any reason, the remaining provisions and portions
      of this Subscription Agreement shall be unaffected by such holding.

    


    


     

    


    
      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

    


    SUBSCRIPTION
      AGREEMENT SIGNATURE PAGE

     

    In
      addition to the foregoing, Subscriber hereby certifies that it (a) agrees to
      all
      the terms and conditions of this Subscription Agreement, (b) meets the
      suitability standards set forth in this Subscription Agreement and the
      Memorandum, and (c) is a resident of the state and jurisdiction indicated
      below.

     

    
      	
              I.

            	
              NUMBER
                OF SUBSCRIBED UNITS.  Subscriber subscribes to
                purchase ___________ Units (at $0.16 per Unit) of the Company
                (“Units”).

            


    

    


    
      	
              II.

            	
              PURCHASE
                PRICE.  The total purchase price
                of the Units (the number of Units multiplied by price per Unit) is
                $______________ (the “Purchase
                Price”).

            


    

    


    
      	
              III.

            	
              TYPE
                OF OWNERSHIP AND REQUIRED DOCUMENTS AND
                SIGNATURES

            


    

    (please
      check one)

    
      	
              [  ]
                INDIVIDUAL OWNERSHIP (one signature required)

               

              [  ]
                JOINT TENANTS WITH RIGHTS OF SURVIVORSHIP (both or all parties must
                sign)

               

              [  ]
                COMMUNITY PROPERTY (both husband and wife must sign)

               

              [  ]
                COMMUNITY PROPERTY WITH RIGHTS OF SURVIVORSHIP (both husband and
                wife must
                sign)

               

            	
              [  ]
                TENANTS IN COMMON (both or all parties must sign) (indicate the interest
                of each Subscriber)

               

              [  ]
                PARTNERSHIP

               

              [  ] LIMITED
                PARTNERSHIP (State:_______)

               

              [  ] LIMITED
                LIABILITY COMPANY (State:_______)

               

              [  ]
                CORPORATION (State:______)

               

              [  ]
                TRUST (Type: __________)

               

              [  ] OTHER
                (Please specify: _____________)

               

            


    

    
      	
              IV.

            	
              PURCHASER
                INFORMATION

            


    

    


    a.________________________________________________________________________

                                     
           (Please print the exact name you desire to use for
      ownership.)

    


    b.________________________________________________________________________

                                                                           
      (Mailing address)

    


    
      	
               

            	
              c.

            	
              Primary State
                of Residence:
                ______________________________________________

            


    

    


    
      	
               

            	
              d.

            	
              Telephone
                No.: __________________

            	
              Fax
                No.:_________________

            


    

    


    
      	
               

            	
              e.

            	
              Social
                Security or Employer Tax ID Number (if applicable):
                ______________________

            


    

    


    


    


    


    


    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              V.

            	
              REGISTRATION
                AND DELIVERY
                DETAILS (if other than set forth
                above).

            


    

    


    
      	
               

            	
              a)

            	
              Registered
                Holder Custodian of securities (if different than Part IV
                above):

            


    

     

    Name:   _______________________________________________

     

     

    
      	
               

            	
              b)

            	
              Delivery
                details for securities certificates (if different than Part IV
                above):

            


    

     

     

    Name:
       ________________________________________________

    Address:  ______________________________________________

                    ______________________________________________

    


    


    Executed
      this __day of _______________, 2007 at_____________________,
      ___________________.

    (City)                                 (State)                                

    


    
      	
              _____________________________________

            	
              _____________________________________

            
	
              Signature
                of Subscriber

            	
              Signature
                of Joint Subscriber

            
	 	 
	 	 
	
              By:  _________________________________

            	
              By:  _________________________________

            
	
                     Print
                Name and Title

            	
                     Print
                Name and Title

            


    

    


    


    SUBSCRIPTION
      ACCEPTED:

    


    
      	 	
              Piedmont
                Mining Company, Inc.

            
	 	 
	 	 
	
              Dated:
                _______________, 2007

            	
              _________________________________________

            
	 	 
	 	
              By:   Robert
                M. Shields, Jr.

            
	 	 
	 	 
	 	
              Title:   Chief
                Executive Officer

            


    

    


    


    


    


    


    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

    


    PIEDMONT
      MINING COMPANY, INC.

    


    CONSENT
      OF SPOUSE

    


    


    I,
      _________________________, certify
      that:

    


    1.         I
      am the spouse of _____________________, who is a Subscriber to Units of Piedmont
      Mining Company, Inc.  (the “Company”) and a party to the attached
      Subscription Agreement (the “Subscription Agreement”).

    


    2.         I
      have read and I understand and approve all provisions of the Subscription
      Agreement.

    


    3.         I
      am aware that, by the provisions of the Subscription Agreement, my spouse has
      agreed to restrictions on the sell or transfer Units, including any community
      property interest or quasi-community property interest in the Units, in
      accordance with the terms and provisions of the Subscription
      Agreement.

    


    4.         My
      spouse shall have the full power of management of his/her Units in the Company,
      including any portion of the Units that may be my community property, and shall
      have the full right, without my further approval, to exercise any voting rights
      as a shareholder of the Company, to execute (or authorize others to execute)
      any
      amendments to the Subscription Agreement, and to sell, transfer, encumber,
      and
      deal in any manner with all or any part of the Units, including any portion
      of
      the Unit that is or might be community property.

    


    5.         I
      hereby authorize the Company to retain this Consent of Spouse in the books
      and
      records of the Company.

    


    


    
      	
              Date:________________,
                2007

            	
              ___________________________________

            
	 	
              Signature

            


    

    


    


    


    


    


    


    


    


    


    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

    


    


    SCHEDULE
      A

    


    PURCHASER
      SUITABILITY QUESTIONNAIRE

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    PURCHASER
      SUITABILITY QUESTIONNAIRE

    PIEDMONT
      MINING COMPANY, INC.,

    A
      North Carolina corporation

    


    1.         In
      addition to the Subscription Agreement, each Subscriber must deliver a completed
      and executed Purchaser Suitability Questionnaire.

    


    2.         Each
      individual (including husband and wife) Subscriber should complete Section
      I.  You may need to complete Schedule 1 to this Purchaser
      Suitability Questionnaire depending on your responses below.

    


    3.         Each
      corporate, partnership and trust subscriber should complete Section
      II.

    


    All
      changes must be initialed by the Subscriber(s)

    


    SECTION
      I.INDIVIDUAL SUBSCRIBER(S)

    


    If
      a
      Subscriber is purchasing as joint tenants or tenants-in-common and such
      Subscribers are husband and wife or are related and have the same principal
      residence, the requested information for such persons should be aggregated
      and
      included in this questionnaire.  If such Subscribers are not married
      or are relatives who do not have the same principal residence, separate
      Purchaser Suitability Questionnaires must be completed for each Subscriber
      in
      order to furnish the requested information separately for each.

    


    
      	
              A.

            	
              REPRESENTATIONS
                OF SUBSCRIBER:

            


    

    


    Please
      initial, in the space provided, all of the appropriate categories which
      applies to you.

    


    
      	
               

            	
              ___

            	
              ALTERNATIVE
                ONE:  I have the following preexisting personal or business
                relationship with the Company or with a director or an officer of
                the
                Company:

            


    

    


    
      	
               

            	
              ____________________________________________________________________

            


    

    
      	
               

            	
              ____________________________________________________________________

            


    

    
      	
               

            	
              ____________________________________________________________________

            


    

    


    
      	
               

            	
              ___

            	
              ALTERNATIVE
                TWO:  I have such knowledge and experience in financial and
                business matters that I am capable of evaluating the relative merits
                and
                risks of an investment in the Company. I am not utilizing a Purchaser
                Representative in connection with evaluating such merits and
                risks.  I offer as evidence of my knowledge and experience in
                these matters the information requested in the
                Schedule 1 attached to this
                Purchaser Suitability
                Questionnaire.

            


    

    


    
      	
               

            	
              ___

            	
              ALTERNATIVE
                THREE*:  I understand that you may request
                me to use or I may choose to use the services of a Purchaser
                Representative acceptable to you in connection herewith.  I
                hereby acknowledge that the following person is my Purchaser
                Representative who will assist me with evaluating the merits and
                risks of
                an investment in the Company and affirm that such Purchaser Representative
                has previously disclosed in writing to me any material relationship
                that exists between himself or his affiliates and the Company, or
                its
                affiliates, that is mutually understood to be contemplated, or that
                has
                existed at any time during the previous two years, and any compensation
                received or to be received as a result of such
                relationship:

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    


    
      	
              ______________________________

            	
              _______________________________

            
	
              (Name
                of Purchaser Representative)

            	
              Address

            
	 	 
	
              ____________________________

            	
              _______________________________

            
	
              Telephone
                number

            	
              City        State            Zip

            


    

    


    The
      above-named Purchaser Representative has furnished to me a completed Purchaser
      Representative Certificate, the original of which is delivered to you
      herewith.  My Purchaser Representative and I together have such
      knowledge and experience in financial and business matters that we are capable
      of evaluating the relative merits and risks of an investment in the
      Company.

    


    *  IF
      YOU HAVE INITIALED ALTERNATIVE THREE, THIS QUESTIONNAIRE MUST BE
      ACCOMPANIED BY A COMPLETED AND SIGNED PURCHASER REPRESENTATIVE
      CERTIFICATE.

    


    
      	
              B.

            	
              ACCREDITED
                INVESTOR INFORMATION. Please initial the appropriate response
                below.

            


    

    


    
      	
               

            	
              1.

            	
              Accredited
                Investor.

            


    

    


    
      	
               

            	
              ___

            	
              I
                am an “Accredited Investor”, as evidenced by my satisfaction of at least
                one of the following standards.  Please initial, in the
                space provided, those suitability standards that you
                satisfy.

            


    

    


    
      	
               

            	
              ___

            	
              STANDARD
                ONE:  I, either alone or together with my spouse, have a net
                worth (including principal residence, furnishings therein, and
                personal automobiles) in excess of $1,000,000.  “Net worth”
                means the net fair market value or equity of my assets and
                properties.

            


    

    


    
      	
               

            	
              ___

            	
              STANDARD
                TWO:  My income has exceeded $200,000 in each of the two
                most recent years or my joint income with my spouse has exceeded
                $300,000
                in each of the two most recent years and I reasonably expect the
                same
                level of income in this current
                year.

            


    

    


    
      	
               

            	
              2.

            	
              Non-Accredited
                Investor.

            


    

    


    
      	
               

            	
              ___

            	
              I
                am not an  “Accredited Investor”, however, I am eligible and
                qualified to evaluate the risks and merits in connection purchase
                the
                securities of the Company, as a non-accredited investor, as evidenced
                by
                the information set forth in the Appendix 1.  Please
                complete Appendix 1.(Note:  Your subscription may
                be rejected if you are not an “accredited
                investor,”)

            


    

    


    
      	
              C.

            	
              ACCOUNT.  Except
                as indicated below, my purchase of the securities (Units, Shares
                or
                Warrants) will be solely for my own account, and not for the account
                of
                any other person or with a view to any resale, fractionalization,
                division
                or distribution thereof.  Please initial the appropriate
                response, and set forth any
                exceptions.

            


    

    


    _____  No
      Exceptions

    


    _____  Exceptions:____________________________________________________

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	
              D.

            	
              TYPE
                OF OWNERSHIP:

            


    

    


    
      	
               

            	
              (
                )

            	
              Individual 

            	
              (
                )         Joint tenants, with
                rights of survivorship

            


    

    
      	
               

            	
              (
                )

            	
              Tenants-in-common

            


    

    
      	
               

            	
              (
                )

            	
              Community
                Property

            


    

    


    
      	
              E.

            	
              GENERAL
                INFORMATION.

            


    

    


    Subscriber’s
      Name:  ____________________________________________________________

    


    Social
      Security
      Number:  ______________________          
Date of Birth:  __________________

    


    Residence
      Address:  ____________________________________________________________

                 Number
      & Street (Post Office Box Unacceptable)

    ____________________________________________________________________________

    City                                           State                                                   Zip
      Code

    


    Residence
      Telephone
      Number:  ____________________________________________________

    Area
      Code                          Number

    Joint
      Subscriber’s
      Name:  ________________________________________________________

    


    
      Social
        Security
        Number:  ______________________          
Date of Birth:  __________________



    
      Residence
        Address:  ____________________________________________________________

                   Number
        & Street (Post Office Box Unacceptable)

      ____________________________________________________________________________

      City                                           State                                                   Zip
        Code

    

    
       

      Residence
        Telephone
        Number:  ____________________________________________________

      Area
        Code                          Number



    I
      prefer
      to have correspondence sent to:

    


    ____________________________________________________________________________

    Number
      and Street

    ____________________________________________________________________________

    City                                           State                                Zip
      Code

    


    


    IN
      WITNESS WHEREOF, I have executed this Purchaser Suitability
      Questionnaire as of ___________, 2007.

    


    


    
      	
              _________________________________

            	
              ____________________________________

            
	
              (Signature
                of Subscriber)

            	
              (Signature
                of Joint Subscriber)

            
	 	 
	
              _________________________________

            	
              ____________________________________

            
	
              Name
                of Subscriber (Print or type)

            	
              Name
                of Joint Subscriber (Print or type)

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    SECTION
      II.

    CORPORATE,
      PARTNERSHIP, TRUST OR OTHER ENTITY SUBSCRIBERS

    


    This
      Section II should be completed if the Subscriber is a company, partnership,
      trust or other entity.

    


    
      	
              A.

            	
              “ACCREDITED
                INVESTOR”

            


    

    


    A
      corporation, partnership, trust or other entity is an “Accredited Investor” if
      it is an entity described in paragraph (d) below.  If the Undersigned
      is an “Accredited Investor” the requested financial information should be
      furnished only with respect to the Subscriber as an entity, and not with respect
      to any or all of the owners of the beneficial interest therein.

    


    If
      the
      corporation, partnership, trust or other entity is not an “Accredited Investor”
as defined in paragraph (d) below, it will qualify as an accredited investor
      if
      each owner of an equity interest in the entity qualifies as an “Accredited
      Investor” individually, i.e., if (i) he or she has an individual or joint net
      worth with their spouse, at the time of the purchase, in excess of
      $1 million, or  (ii) his or her income was in excess of
      $200,000 in each of the two most recent years or joint income with their spouse
      in excess of $300,000 in each of those years and has a reasonable expectation
      of
      reaching the same income level in the current year.  In such instance,
      each individual owner of an equity interest in the entity must complete the
      Individual Subscriber questionnaire in Section I of this Purchaser Suitability
      Questionnaire.

    


    The
      Undersigned represents and warrants as follows:

    


    (a)        The
      Undersigned has been duly formed and is validly existing in good standing under
      the laws of the state of its incorporation or formation with full power and
      authority to enter into the transactions contemplated by the Subscription
      Agreement.

    


    (b)        The
      Undersigned has attached hereto a complete copy of the (i) corporation’s
      articles of incorporation, by-laws and authorizing resolution, (ii) partnership
      agreement, or (iii) trust agreement, as the case may be, as in effect on
      the date hereof.

    


    (c)        The
      Subscription Agreement of the Undersigned has been duly and validly authorized,
      executed and delivered by the Undersigned and the agreements therein constitute
      the valid, binding and enforceable agreements of the Undersigned.

    


    (d)        Please
      check the applicable description if the Undersigned is an entity described
      below:

    


    
      	
               

            	
              ___

            	
              A
                corporation, partnership, trust, or limited liability company with
                total
                assets in excess of $5,000,000, not formed for the specific purpose
                of
                acquiring the securities offered, whose purchase is directed by a
                sophisticated person who either alone or with his purchaser representative
                has such knowledge and experience in financial and business matters
                that
                he is capable of evaluating the merits and risks of investing in
                the
                Company.

            


    

    


    
      	
               

            	
              ___

            	
              An
                entity in which all of the equity owners are “accredited investors” and
                each such owner has completed the Individual Subscriber questionnaire
                in
                Section I of this Purchaser Suitability Questionnaire, which are
                attached
                hereto.

            


    

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	
              B.

            	
              ALL
                CORPORATIONS, PARTNERSHIPS AND TRUSTS MUST COMPLETE THE FOLLOWING
                WITH
                RESPECT TO THE ENTITY MAKING THE
                INVESTMENT:

            


    

    


    Address
      of Principal

    Place
      of
      Business:
      ________________________________________________________________

        Number
      & Street (Post Office Box Unacceptable)

    ______________________________________________________________________________

    City                                           State                                Zip
      Code

    


    Date
      of
      Formation:  ________                                    
Tax ID No.:  __________________________

    


    Fiscal
      Year End:  ______________________

    


    Number
      of
      Partners, Shareholders, or Beneficiaries: __________

    


    Net
      Worth
      for Last Two Fiscal
      Years:                
 2006                      __________________

       
      2005                      __________________

    Projected
      Net Worth for Current Fiscal
      Year:         
                           __________________

    


    Annual
      Gross Income for Last Two Fiscal Years:  2006  
                   __________________

     
 
      2005     
                __________________

    


    Anticipated
      Gross Income for Current Fiscal Year:  __________________

    


    


    IN
      WITNESS WHEREOF, I have executed this Purchaser Suitability
      Questionnaire this __ day of _______, 2007.

    


    


    _____________________________________________

    Type
      or
      Print Name of Corporation, Corporation or Trust

    


    _____________________________________________

    Signature
      of Individual Signing on Behalf of Partnership,

    Corporation
      or Trust

    


    _____________________________________________

    Type
      or
      Print Name of Individual

    


    _____________________________________________

    Capacity
      of Individual Signing on Behalf of Partnership,

    Corporation
      or Trust

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    SCHEDULE
      1

    TO
      BE COMPLETED IF INDIVIDUAL SUBSCRIBER MARKED ALTERNATIVE TWO OR UNACCREDITED
      INVESTORS

    


    


    
      	
              A.

            	
              SUBSCRIBER’S
                CURRENT OR PAST EMPLOYMENT
                INFORMATION

            


    

    


    Occupation
      or
      Profession:  _______________________________________________________

    


    Name
      of
      Employer:  ____________________________________________________________

    


    Business
      Address:  _____________________________________________________________

    


    ____________________________________________________________________________

    City                                           State                                Zip
      Code

    


    Current
      or Former Position or
      Title:  _________________________________________________________

    


    PROVIDE
      ADDITIONAL INFORMATION, IF ANY, ON SEPARATE SHEET(S).

    


    


    
      	
              B.

            	
              JOINT
                SUBSCRIBER’S EMPLOYMENT
                INFORMATION

            


    

    


    Occupation
      or
      Profession:  _______________________________________________________

    


    Name
      of
      Employer:  ____________________________________________________________

    


    Business
      Address:  _____________________________________________________________

    


    ____________________________________________________________________________

    City                                           State                                Zip
      Code

    


    


    Current
      or Former Position or
      Title:  _________________________________________________________

    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    
      	
              C.

            	
              FINANCIAL
                INFORMATION.  I hereby certify to
                the Company as follows:

            	 


    

    


    
      	
               

            	
              (a)

            	
              My
                individual net worth, or my joint net worth with my spouse, is as
                follows:

            


    

    


    


    
      	
              Gross
                Assets:

            	 	
              Nature
                of Asset

              or
                Liability

            	 	
              Value
                or

              Amount

            
	 	 	 	 	 
	
              Liquid
                Assets:  (include

            	 	
              a)___________

            	 	
              $____________

            
	
              only
                cash, cash equiv-

            	 	
              b)___________

            	 	
              $____________

            
	
              alents
                and liquid

            	 	
              c)___________

            	 	
              $____________

            
	
              securities;
                use fair

            	 	
              d)___________

            	 	
              $____________

            
	
              market
                value)

            	 	 	 	 
	 	 	 	 	 
	
              Illiquid
                Assets:

            	 	 	 	 
	
              Home,
                Home Furnishings

            	 	 	 	 
	
              and
                Personal Automobiles

            	 	 	 	
              $____________

            
	 	 	 	 	 
	
              Other:

            	 	
              a)___________

            	 	
              $____________

            
	 	 	
              b)___________

            	 	
              $____________

            
	 	 	
              c)___________

            	 	
              $____________

            
	 	 	
              d)___________

            	 	
              $____________

            
	 	 	 	 	 
	
              Total:

            	 	 	 	
              $____________

            
	 	 	 	 	 
	
              Gross
                Liabilities:

            	 	 	 	 
	 	 	 	 	 
	
              Home
                Mortgage:

            	 	 	 	
              $____________

            
	
              Other:

            	 	
              a)___________

            	 	
              $____________

            
	 	 	
              b)___________

            	 	
              $____________

            
	 	 	
              c)___________

            	 	
              $____________

            
	 	 	
              d)___________

            	 	
              $____________

            
	 	 	 	 	 
	
              Total:

            	 	
            	 	
              $____________

            
	 	 	 	 	 
	
              Net
                Worth:

            	 	
            	 	
              $____________

            


    

    


    For
      purposes of this paragraph (a), you may show your joint worth with your spouse
      even if you are not purchasing jointly with your spouse.  Net worth
      includes all of your assets, liquid or illiquid (including, in addition to
      home,
      home furnishings and automobiles, such items as restricted securities, ownership
      in a business, assets in a pension or retirement plan, stocks and bonds, real
      estate, etc.), less any liabilities (including home mortgages and other debts
      and obligations).

     

    For
      purposes of paragraphs (b) and (c) below, the income of each individual
      subscriber, whether purchasing individually or jointly, must be shown
      separately, even if a husband and wife are purchasing jointly and they file
      joint income tax returns.  The term “income” is not limited to
“adjusted gross income” as defined for Federal income tax
      purposes.  “Income” refers to gross income and includes tax-exempt
      interest, the excluded portion of long-term capital gain and sheltered cash
      distributions from limited partnership and other investments.  In
      general, salary, partnership distributions, investment income (net of investment
      expenses), and the revenues of a sole proprietorship (net of the operating
      expenses of that proprietorship) would constitute “income.”

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    (b)        I
      reasonably expect to have, during this current calendar year, individual income
      in excess of the following:

     

    
      
        	
              	
                Subscriber:    
                  $__________ 

              	
                Joint
                  Subscriber:    
$__________

              


      

      
           
(c)        I have had, during each of
        the past two calendar years, individual income in excess of the
        following:

    

    2006

    
      	
            	
              Subscriber:    
                $__________ 

            	
              Joint
                Subscriber:    
$__________

            


    

    


    2005
      
      
        	
              	
                Subscriber:    
                  $__________ 

              	
                Joint
                  Subscriber:    
$__________

              


      

      


    

    (d)       I
      have made or been involved in the following risk-oriented investment(s) (such
      as
      speculative or illiquid investments or private placements):

    


    
      	
              Name
                or Nature of Investment

            	 	
              Amount

            	 	
              Date

            
	 	 	 	 	 
	
              ___________________________________

            	 	
              _________

            	 	
              ___________

            
	 	 	 	 	 
	
              ___________________________________

            	 	
              _________

            	 	
              ___________

            
	 	 	 	 	 
	
              ___________________________________

            	 	
              _________

            	 	
              ___________

            


    

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    PURCHASER’S
      REPRESENTATIVE’S CERTIFICATE

    


    (To
      Be
      Completed By Subscribers Using a

    Purchaser
      Representative)

    


    The
      Undersigned has been named by ______________________________ (the “Subscriber”),
      as a Purchaser’s Representative to the Subscriber in evaluating the merits and
      risks of investment (the “Investment”) in the securities (Units, Shares and/or
      Warrants) of Piedmont Mining Company, Inc., a North Carolina corporation (the
      “Company”).  In connection with the investment, the Undersigned hereby
      represents and warrants as follows:

    


    (i)         The
      Undersigned is not an affiliate, director, officer, or other employee of the
      Company or any affiliate of any of them, or the beneficial owner of 10% or
      more
      of any class of equity securities of the Company, and the Undersigned has not
      received and will not receive any compensation or consideration of any kind
      from
      the Company, its agents, or its affiliates in connection with the
      Investment.

    


    (ii)        Listed
      below are all material relationships (and any compensation received or to be
      received by the Undersigned or affiliates of the Undersigned as a result
      thereof) between the Undersigned (or any affiliate of the Undersigned) and
      the
      Company (or any affiliate of the Company) which now exist or which have existed
      at any time during the past two years or which are now
      contemplated.  This item must be completed.  If the
      named Purchaser Representative has not had any such dealings or relationships,
      state “NONE”.

    


    
      	
              Material
                Relationships

            	 	
              Compensation
                (if any)

            
	 	 	 
	
              ______________________

            	 	
              _____________________

            
	 	 	 
	
              ______________________

            	 	
              _____________________

            


    

    


    (iii)       The
      Undersigned has heretofore disclosed in writing to the Subscriber any
      relationships disclosed in item (ii) above.

    


    (iv)       The
      Undersigned is primarily engaged in the following business or profession (e.g.,
      the conduct of business as a registered investment financial consultant or
      a
      registered broker-dealer, or the representative of a registered broker-dealer,
      or the active practice of law or accounting).

    


    ______________________________________________________________________________

    ______________________________________________________________________________

    ______________________________________________________________________________

    ______________________________________________________________________________

    ______________________________________________________________________________

    ______________________________________________________________________________

    ______________________________________________________________________________

    ______________________________________________________________________________

    


    (v)        The
      Undersigned HAS/HAS NOT either previously invested in, or advised others with
      respect to investment in, risk-oriented investments or private
      placements.  (Please clearly strike out the incorrect
      response.)

    


    


    
      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    (vi)       The
      Undersigned HAS/HAS NOT either previously invested in, or advised others with
      respect to investment in, speculative or illiquid
      investments.  (Please clearly strike out the incorrect
      response.)

    


    


    
      	
              Date:
                _________, 2007

            	
              _______________________________________

            
	 	
              Purchaser’s
                Representative’s

            
	 	
              Signature

            
	 	 
	 	
              _______________________________________

            
	 	
              Print
                or Type Purchaser’s Representative’s Name

            
	 	 
	 	
              _______________________________________

            
	 	
              Telephone
                Number

            
	 	 
	 	
              _______________________________________

            
	 	
              Street
                Address

            
	 	 
	 	
              _______________________________________

            
	 	
              City,
                State, Zip Code