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                                                                    EXHIBIT 10.4


                         VISUAL MANAGEMENT SYSTEMS, INC.





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                             SUBSCRIPTION DOCUMENTS

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                               GENERAL INFORMATION

INFORMATION REGARDING SUBSCRIPTION


        The information contained herein is being furnished by the undersigned
investor to enable Visual Management Systems, Inc. (the "Company"), to determine
whether, under Sections 4(2) and/or 4(6) of the Securities Act of 1933, as
amended (the "Securities Act"), and Regulation D ("Regulation D") and Regulation
S ("Regulation S") promulgated thereunder, the undersigned investor meets the
qualification and suitability requirements for an investment in the Units (each
a "Unit" and collectively, the "Units") offered for sale by the Company at a
price of $2,500 per Unit. Each Unit consists of one (1) share of the Company's
Series A Preferred Stock (the "Preferred Stock") and one detachable four-year
warrant (the "Warrant") entitling the holder thereof to purchase 1,000 shares of
Common Stock at a purchase price of $3.50 per share. Each share of Preferred
Stock is convertible, at the option of the holder, into 1,000 shares of the
Company's Common Stock ("Common Stock").

        By executing this document, the undersigned investor acknowledges that:
(i) the Company will rely upon the information contained herein for purposes of
the above determination; (ii) the Units will not be registered under the
Securities Act in reliance upon the exemption from registration provided by
Sections 3(b) and/or 4(2) of the Securities Act and Regulation D; and (iii)
purchase of the Units must be solely for the account of the undersigned
investor, and not for the account of any other person or with a view toward
resale, assignment, fractionalization or distribution thereof.

        By executing this document, the undersigned investor represents to the
Company that the investor has adequate means of providing for current needs and
possible personal contingencies and has no need for liquidity of this
investment.

        Terms used herein that are not otherwise defined herein shall have the
meaning ascribed to them as provided in the Confidential Private Placement
Memorandum dated March 30, 2007.

        ALL INFORMATION PROVIDED BY PURCHASERS IN THESE SUBSCRIPTION DOCUMENTS
(INCLUDING THE INVESTOR QUESTIONNAIRE AND SUBSCRIPTION AGREEMENT) WILL BE
TREATED CONFIDENTIALLY. Each purchaser, however, agrees that the Company, the
Placement Agent and any finder or selling agent assisting in the sale of Units,
or any of their directors, officers and representatives may present the
information contained in the Subscription Documents to such parties as deemed
appropriate if called on to establish the availability of an exemption from
registration of the Units under the Securities Act or under applicable
securities laws of any state.

                                       i
<PAGE>


                         VISUAL MANAGEMENT SYSTEMS, INC.

                             SUBSCRIPTION DOCUMENTS

                                  INSTRUCTIONS

        The following documents must be completed in accordance with the
instructions set forth below and must be executed in order to determine whether
you are an accredited investor and, if accredited, in order to subscribe for the
purchase of units ("Units"), each unit consisting of (i) one (1) share of Series
A Preferred Stock (the "Preferred Stock"), and (ii) a detachable, transferable
four-year warrant (the "Warrant") to purchase 1,000 shares of Common Stock, of
Visual Management Systems, Inc. (the "Company").

                   PLEASE PRINT THE ANSWERS TO ALL QUESTIONS.

1.      ENCLOSED ARE THE FOLLOWING DOCUMENTS:

        (a)     SUBSCRIPTION AGREEMENT. Be sure to carefully and fully read the
                Subscription Agreement, and execute the signature page which is
                applicable to you. On the appropriate signature page of the
                Subscription Agreement, the Subscriber must sign, print his, her
                or its name, address and social security or tax identification
                number where indicated, and indicate the number of Units
                subscribed for, the date of execution, the method of payment of
                the purchase price of the Units subscribed for, and the manner
                in which title to the Preferred Stock and Warrants will be held.

        (b)     INVESTOR QUESTIONNAIRE. Be sure to carefully and fully read the
                Investor Questionnaire, which can be found after the signature
                pages to the Subscription Agreement. Complete the Investor
                Question and execute the signature page of the Investor
                Questionnaire where indicated.

A PROSPECTIVE SUBSCRIBER MUST BE SURE TO CAREFULLY AND FULLY READ THE
ACCOMPANYING CONFIDENTIAL PRIVATE PLACEMENT MEMORANDUM PRIOR TO RETURNING THE
SIGNED SUBSCRIPTION DOCUMENTS.

2.      PAYMENT.

        (a)     Payment of the purchase price may be made by: (1) certified or
                bank check made payable to "Corporate Stock Transfer, Inc. as
                escrow agent for Visual Management Systems, Inc.," or (2) wire
                transfer of immediately available funds, contemporaneously with
                the execution and delivery of the Subscription Agreement, to
                United Western Bank, as escrow bank for the Escrow Agent,
                pursuant to the wire instructions below, or (3) a combination of
                (1) and (2) above. The wire instructions to United Western Bank
                are as follows:


                                       ii
<PAGE>


                               United Western Bank
                              278 University Blvd.
                             Denver, Colorado 80206
                               Tel. (720) 932-4305

                                ABA# 102 089 534
                               A/C# 31 00 100 928
      FBO Corporate Escrow Services/Visual Management Systems Holding, Inc.


3.      RETURN OF DOCUMENTS.

        Copies of the signed Subscription Agreement and Investor Questionnaire
should be delivered to: Brookshire Securities Corporation, at 4 West Las Olas
Boulevard, 8th Floor, Ft. Lauderdale, FL 33301, Attention: Mr. Timothy B.
Ruggiero. If you should have any questions, please contact Mr. Ruggiero at tel:
(954) 714-9008 or fax: (954) 714-9131, or Ms Jennifer Koleser of Visual
Management Systems Holding, Inc., at tel: (732) 281-1355 x207.



                            *           *          *
                            ========================




                                      iii
<PAGE>


NAME OF SUBSCRIBER:_____________________________

Brookshire Securities Corporation
4 West Las Olas Boulevard
8th Floor
Ft. Lauderdale, FL 33301

Visual Management Systems, Inc.
1000 Industrial Way North, Suite C
Toms River, NJ  08755

                             SUBSCRIPTION AGREEMENT

        This Subscription Agreement (this "Agreement") is being delivered to you
in connection with your investment in Visual Management Systems, Inc.(the
"Company"). Brookshire Securities Corporation is acting as the Placement Agent
(the "Placement Agent") in conducting a private placement (the "Private
Placement") of up to 2,000 units ("Units") of the Company (subject to an
increase in the number of units, if agreed to by the Company and the Placement
Agent, up to an aggregate of 2,300 Units). With respect to Units sold by the
Placement Agent and directly by the Company, the Company may pay fees to the
Placement Agent and any finders or other selling agents who assist it in the
sale of Units. Each Unit consists of: (1) one (1) share of the Company's Series
A Preferred Stock ("Preferred Stock"), and (ii) a detachable, four-year warrant
to purchase 1,000 shares of Common Stock of the Company at an exercise price of
$3.50 per share of Common Stock (a "Warrant"). The purchase price is $2,500 per
Unit. The Company reserves the right to sell up to an additional 300 Units at
$2,500 per Unit for an aggregate offering of up to 2,300 Units.

        All subscriptions received will be deposited into an escrow account
which will be non-interest bearing and held at United Western Bank, as escrow
bank for Corporate Stock Transfer, Inc. (the "Escrow Agent"). All funds will be
held in such escrow account and distributed from the Escrow Account to the
Company as soon as practicable after the date that the following conditions (the
"Conditions") have been satisfied: (i) the Company has accepted subscriptions
for the sale of 1,000 Units or $2,500,000 (the "Minimum Offering"); and (ii) the
Company has complied with all federal and state securities laws for the issuance
of the Units (including, without limitation, making all necessary filings with
the SEC). Thereafter, additional closings may be held from time to time by the
Company and at such closings proceeds held in the Escrow Account shall be
transferred to, and made immediately available to, the Company.

1.      SUBSCRIPTION AND PURCHASE PRICE

        (a)     SUBSCRIPTION. The undersigned hereby irrevocably subscribes for
                and agrees to purchase that number of Units indicated on page 14
                hereof on the terms and conditions described herein. The Company
                may reject any subscription, in whole or in part, in its sole
                and absolute discretion. Additionally, the Company may, in its
                sole and absolute discretion, accept subscriptions for the
                purchase of fractional Units.

                                       1
<PAGE>


        (b)     PURCHASE OF SECURITIES. The undersigned understands and
                acknowledges that the purchase price to be remitted to the
                Escrow Agent in exchange for the Unit(s) shall be $2,500 per
                Unit, for an aggregate purchase price of $2,500 multiplied by
                the number of Units subscribed for (the "Aggregate Purchase
                Price"), subject to the Company's discretion to accept
                subscriptions for a fractional Unit. Payment of the Aggregate
                Purchase Price shall be made by the undersigned, by: (1)
                certified or bank check made payable to "Corporate Stock
                Transfer, Inc., as escrow agent for Visual Management Systems,
                Inc.," (2) wire transfer of immediately available funds,
                contemporaneously with the execution and delivery of the
                Subscription Agreement, to Western Bank, as escrow bank for the
                Escrow Agent, pursuant to the wire instructions provided below,
                or (3) a combination of (1) and (2) above. The wire instructions
                to United Western Bank are as follows:

                               United Western Bank
                              278 University Blvd.
                             Denver, Colorado 80206
                               Tel. (720) 932-4305

                                ABA# 102 089 534
                               A/C# 31 00 100 928
      FBO Corporate Escrow Services/Visual Management Systems Holding, Inc.

2.      ACCEPTANCE AND CLOSING PROCEDURES

        (a)     Acceptance or Rejection.

        The undersigned understands and agrees that this subscription may be
accepted or rejected by either the Company or the Placement Agent, in whole or
in part, in its sole and absolute discretion, and if accepted, the Units
(including the Preferred Stock and Warrants and Common Stock underlying the
Warrants or into which the Preferred Stock is convertible) purchased pursuant
hereto will be issued only in the name of the undersigned as specified on the
signature page of this Agreement. The undersigned hereby acknowledges and agrees
that this Agreement may not be canceled, revoked or withdrawn, and that this
Subscription Agreement and the documents submitted herewith shall survive: (a)
changes in the transactions, documents and instruments described in the
Memorandum that do not materially adversely affect the undersigned or the
undersigned's investment; and (b) the death or disability of the undersigned;
provided, however, that if the Company shall not have accepted this Subscription
Agreement within one hundred eighty (180) days of the date which the undersigned
executes the Subscription Agreement, this Subscription Agreement and all
documents submitted herewith shall automatically be cancelled, terminated and
revoked, and all funds heretofore or herewith paid shall be returned promptly to
the undersigned without interest.

        In the event of rejection of the Subscription Agreement by the Company
or the Placement Agent, or if the sale of the Units is not consummated for any
reason, this Subscription Agreement and any other agreement entered into between
the undersigned, the Company, the Placement Agent or any finder or other selling
agent relating to this subscription shall thereafter have no force or effect,
and Company shall promptly return or cause to be returned to the

                                       2
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undersigned the purchase price remitted to the Escrow Agent, without interest
thereon or deduction therefrom.

        (b)     Closings.

        The initial closing of the purchase and sale of the Units (the "Initial
Closing") shall take place at the principal offices of Visual Management
Systems, Inc., or such other place as determined by the Company and Placement
Agent, as soon as practicable after the Conditions are satisfied. After the
Initial Closing, additional closings may be held from time to time by the
Company and at such closings proceeds held in the Escrow Account shall be
transferred to, and made immediately available to, the Company.

        (c)     Termination.

        The subscription period for the Private Placement will terminate on May
31, 2007, unless extended by the Company and the Placement Agent, in their sole
discretion, without notice to the undersigned (the "Termination Date"). The
Company and the Placement Agent may terminate the Private Placement at any time
and without notice to the undersigned. If the Conditions have not been satisfied
on or before the Termination Date (as such may be extended), or if the Private
Placement is otherwise terminated or withdrawn, then the Escrow Agent will
return to each subscriber his, her or its subscription amount, without interest
or deduction therefrom.

3.      INVESTOR'S REPRESENTATIONS AND WARRANTIES

        The undersigned makes the following agreements, representations,
declarations, acknowledgments and warranties to the Company, the Placement Agent
and any finders, selling agents or other person who assists the Company in
making sales of Units with the intent that they be relied upon in determining
the undersigned's suitability as a purchaser of the Units:

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

        (b)     The undersigned acknowledges that the offering and sale of the
                Units is intended to be exempt from registration under the
                Securities Act of 1933, as amended (the "Securities Act"), by
                virtue of Section 4(2) and/or 4(6) of the Securities Act and the
                provisions of Regulation D and Regulation S promulgated
                thereunder. In furtherance thereof, the undersigned represents
                and warrants as follows:

                (i)     The undersigned realizes that the basis for the
                        exemption from registration may not be available if,
                        notwithstanding the undersigned's representations
                        contained herein, the undersigned is merely acquiring
                        the Units for a fixed or determinable period in the
                        future, or for a market rise, or for sale if the market
                        does not rise. The undersigned does not have any such
                        intention;

                (ii)    The undersigned is acquiring the Unit(s) solely for the
                        undersigned's own beneficial account, for investment
                        purposes, and not with view to, or

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<PAGE>


                        resale in connection with, any distribution of the
                        securities comprising the Units, including the Preferred
                        Stock, the Warrants and such shares of Common Stock into
                        which the Warrants are exercised or into which the
                        Preferred Stock is convertible;

                (iii)   The undersigned has no contract, undertaking, agreement
                        or arrangement with any person to sell, transfer or
                        pledge all or any part of the Units (including the
                        Preferred Stock, the Warrants and the Common Stock
                        underlying the Warrants or into which the Preferred
                        Stock is convertible) for which the undersigned hereby
                        subscribes, and the undersigned has no present plans or
                        intentions to enter into any such contract, undertaking
                        or arrangement;

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

                (v)     _______________________ [insert name of Purchaser
                        Representative: if none, so state] has acted as the
                        undersigned's Purchaser Representative for purposes of
                        the private placement exemption under the Securities
                        Act. If the undersigned has appointed a Purchaser
                        Representative (which term is used herein with the same
                        meaning as given in Rule 501(h) of Regulation D), the
                        undersigned has been advised by such Purchaser
                        Representative as to the merits and risks of an
                        investment in the Company in general, and the
                        suitability of an investment in the Units for the
                        undersigned in particular; and

                (vi)    The undersigned (together with the undersigned's
                        Purchaser Representative(s), if any) has such knowledge
                        and experience in financial and business matters as to
                        be capable of evaluating the merits and risks of the
                        prospective investment in the Units. If other than an
                        individual, the undersigned also represents it has not
                        been organized for the purpose of acquiring the Units.

        (c)     The information in the Investor Questionnaire completed and
                executed by the undersigned (the "Investor Questionnaire") is
                accurate and true in all respects, and the undersigned is an
                "accredited investor," as that term is defined in Rule 501(a) of
                Regulation D.

        (d)     The undersigned (and the undersigned's Purchaser Representative,
                if any) has been furnished with a copy of the Confidential
                Private Placement Memorandum, dated March 30, 2007, together
                with all annexes thereto (as such documents may be amended or
                supplemented, the "Memorandum"), relating to the private
                placement by the Company of the Units. The undersigned
                acknowledges that the Company has made available to the
                undersigned (and the undersigned's Purchaser Representative, if
                any) or provided the undersigned (and/or the undersigned's


                                       4
<PAGE>


                Purchaser Representative, if any) the opportunity to review all
                documents pertaining to the investment opportunity described in
                the Memorandum and this Subscription Agreement, and has allowed
                the undersigned (and the undersigned's Purchaser Representative,
                if any) an opportunity to ask questions and receive answers
                thereto and to verify and clarify any information contained in
                the Memorandum, this Subscription Agreement or related
                documents. The undersigned further acknowledges that the
                undersigned has received all information concerning the Company,
                the Company's business, and all other information necessary for
                the undersigned to invest in the Company.

        (e)     The undersigned is not relying on the Placement Agent, the
                Company, or any finder or selling agent with respect to economic
                considerations involved in this investment. The undersigned has
                relied on the advice of, or has consulted with only the
                person(s), if any, named as Purchaser Representative(s) herein.
                Each Purchaser Representative, if any, is capable of evaluating
                the merits and risks of an investment in the Units as such are
                described in the Memorandum, and each Purchaser Representative,
                if any, 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 the undersigned, the Placement Agent, the
                Company, or any finder or selling agent engaged to sell Units.

        (f)     The undersigned represents, warrants and agrees that he will not
                sell or otherwise transfer the shares of Preferred Stock, the
                Warrants or the shares of Common Stock into which the Warrants
                are exercisable or into which the Preferred Stock is convertible
                without registration under the Securities Act or an exemption
                therefrom, and fully understands and agrees that the undersigned
                must bear the economic risk of the purchase of Units because,
                among other reasons, neither the shares of Preferred Stock, the
                Warrants nor the Common Stock underlying the Warrants or into
                which the Preferred Stock is convertible have been registered
                under the Securities Act or under the securities laws of any
                state and, therefore, cannot be resold, pledged, assigned or
                otherwise disposed of unless they are subsequently registered
                under the Securities Act and under the applicable securities
                laws of such states, or an exemption from such registration is
                available. In particular, the undersigned is aware that the
                shares of Preferred Stock, Warrants and Common Stock into which
                the Warrants are exercisable or into which the Preferred Stock
                is convertible are "restricted securities," as such term is
                defined in Rule 144 promulgated under the Securities Act ("Rule
                144"), and they may not be sold pursuant to Rule 144 unless all
                of the conditions of Rule 144 are met. The undersigned also
                understands that, except as otherwise provided herein, the
                Company is under no obligation to register the shares of
                Preferred Stock, Warrants or the Common Stock underlying the
                Warrants or into which the Preferred Stock is convertible on the
                undersigned's behalf or to assist the undersigned in complying
                with any exemption from registration under the Securities Act or
                applicable state securities laws. The undersigned understands
                that any sales or transfers of the shares of Preferred Stock,
                Warrants and Common

                                       5
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                Stock underlying the Warrants or into which the Preferred Stock
                is convertible are further restricted by state securities laws
                and the provisions of this Agreement.

        (g)     No representations or warranties have been made to the
                undersigned by the Company, the Placement Agent, or any other
                finder or selling agent engaged to sell Units, or any of their
                respective officers, employees, agents, affiliates or
                subsidiaries, other than any representations contained herein
                and in the Memorandum, and in subscribing for Units the
                undersigned is not relying upon any representations other than
                any contained herein or in the Memorandum.

        (h)     The undersigned understands and acknowledges that the
                undersigned's purchase of the Units is a speculative investment
                that involves a high degree of risk and the potential loss of
                the undersigned's entire investment in the Units. The
                undersigned is able to bear the loss of the undersigned's entire
                investment in the Units.

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

        (j)     The undersigned understands and agrees that the certificates for
                the shares of Preferred Stock, Warrants and Common Stock
                underlying the Warrants or into which the Preferred Stock is
                convertible shall bear substantially the following legend until
                (i) such securities shall have been registered under the
                Securities Act and effectively disposed of in accordance with a
                registration statement that has been declared effective, or (ii)
                in the opinion of counsel for the Company, such securities may
                be sold without registration under the Securities Act as well as
                any applicable "blue sky" or state securities laws:

                THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
                REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH
                SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY
                NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE,
                TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN
                EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE
                SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES
                UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY
                TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.

        (k)     FOR FOREIGN INVESTORS ONLY. If the undersigned is a foreign
                (non-U.S.) investor, the undersigned represents and warrants:

                                       6
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                (i)     Neither the undersigned nor any person or entity for
                        whom the undersigned is acting as fiduciary is a U.S.
                        Person. A U.S. Person means any one of the following:

                        (1)     any natural person resident in the United States
                                of America;

                        (2)     any partnership or corporation organized or
                                incorporated under the laws of the United
                                States;

                        (3)     any estate of which any executor or
                                administrator is a U.S. Person;

                        (4)     any trust of which any trustee is a U.S. Person;

                        (5)     any agency or branch of a foreign entity located
                                in the United States;

                        (6)     any non-discretionary account or similar account
                                (other than an estate or trust) held by a dealer
                                or other fiduciary for the benefit or account of
                                a U.S. person;

                        (7)     any discretionary account or similar account
                                (other than an estate or trust) held by a dealer
                                or other fiduciary organized, incorporated or
                                (if an individual) resident in the United
                                States; and

                        (8)     any partnership or corporation if:

                                a.      organized or incorporated under the laws
                                        of any foreign jurisdiction; and

                                b.      formed by a U.S. Person principally for
                                        the purpose of investing in securities
                                        not registered under the Securities Act,
                                        unless it is organized or incorporated,
                                        and owned, by accredited investors (as
                                        defined in Rule 501(a) under the
                                        Securities Act) who are not natural
                                        persons, estates or trusts.

                (ii)    At the time the agreement to purchase was originated,
                        the undersigned was outside the United States and is
                        outside of the United States as of the date of the
                        execution and delivery of this Agreement. No offer to
                        purchase Units was made in the United States.

                (iii)   The undersigned is purchasing the Units for its own
                        account or for the account of beneficiaries for whom the
                        undersigned has full investment discretion with respect
                        to the Units and from whom the undersigned has full
                        authority to bind so that each such beneficiary is bound
                        hereby as if such beneficiary were a direct investor
                        hereunder and all representations, warranties and
                        agreements herein were made directly by such
                        beneficiary. The undersigned is not purchasing the Units
                        on behalf of any U.S. Person

                                       7
<PAGE>


                        and the sale has not been prearranged with a purchaser
                        in the United States.

                (iv)    All subsequent offers and sales of the Units (including
                        the Preferred Stock, Warrants and Common Stock
                        underlying the Warrants or into which the Preferred
                        Stock is convertible) will be made (a) outside the
                        United States in compliance with Rule 903 or Rule 904 of
                        Regulation S, (b) pursuant to registration of the Units
                        under the Securities Act, or (c) pursuant to an
                        exemption from such registration.

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

4.      THE COMPANY'S REPRESENTATIONS AND WARRANTIES

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

        (a)     The Company has the corporate power and authority to execute and
                deliver this Agreement and to perform its obligations hereunder.
                This Agreement has been duly authorized, executed and delivered
                by the Company and is valid, binding and enforceable against the
                Company in accordance with its terms.

        (b)     The Preferred Stock and Warrants to be issued to the undersigned
                pursuant to this Agreement, when issued and delivered in
                accordance with the terms of this Agreement, will be duly and
                validly issued and will be fully paid and nonassessable.

        (c)     The Common Stock issuable to the undersigned upon exercise of
                the Warrants, or into which the Preferred Stock is convertible
                when issued and delivered in accordance with this Agreement and
                the Warrant and the Preferred Stock, will, upon receipt by the
                Company of the applicable cash exercise price therefor, be
                validly issued and fully paid and nonassessable.

        (d)     Neither the execution and delivery nor the performance of this
                Agreement by the Company will conflict with the Company's
                Articles of Incorporation, as amended, or By-laws, or result in
                a breach of any terms or provisions of, or constitute a default
                under, any material contract, agreement or instrument to which
                the Company is a party or by which the Company is bound.

        (e)     The information contained in the Memorandum is true and correct
                in all material respects as of its date.

5.      COVENANTS FOLLOWING THE CLOSING; REGISTRATION RIGHTS

        (a)     The Company shall use its commercially reasonable best efforts
                to file a "resale" registration statement (the "Registration
                Statement") with the SEC registering all shares of Common Stock
                issuable to the undersigned upon conversion of the

                                       8
<PAGE>


                Preferred Stock or exercise of the Warrants (the "Registrable
                Shares"), no later than 60 days following the final closing of
                the Private Placement (the "Final Closing Date"). The Company
                shall file such amendments and furnish such information as may
                be required for such purpose and to comply with such laws so as
                to continue to maintain the effectiveness of the Registration
                Statement from the effective date through and until the earlier
                of four (4) years or the date upon which all of the Registrable
                Shares may be sold pursuant to Rule 144(k), subject to Section
                5(b) below. In the event the Registration Statement is not filed
                with the SEC on or prior to the date which is sixty (60) days
                following the Final Closing Date or if the Registration
                Statement is not declared effective by the SEC on or prior to
                the date which is one hundred twenty (120) days following the
                Final Closing Date, the total number of shares of Common Stock
                issuable upon the conversion of the Preferred Stock sold as part
                of the Units in the Private Placement and to be covered by the
                Registration Statement for each investor in the Private
                Placement and their permitted transferees, successors, executors
                or administrators (each such party, a "Holder") shall be
                increased by two percent (2%) per month for each month (or
                portion thereof) that the Registration Statement is not so filed
                or is not effective. Furthermore, the Company shall use its
                reasonable best efforts to respond to any SEC comments to the
                Registration Statement on or prior to the date which is twenty
                (20) business days from the date such comments are received. In
                the event that the Company fails to respond to such comments
                within twenty (20) business days, the total number of shares of
                Common Stock issuable upon conversion of the Preferred Stock
                sold as part of the Units in the Private Placement and to be
                covered by the Registration Statement for each Holder shall be
                increased by two percent (2%) per month for each month (or
                portion thereof) that a response to the comments to the
                Registration Statement has not been submitted to the SEC.
                Notwithstanding anything contained in this Section 5(a) to the
                contrary, the aggregate increases in shares of Common Stock
                issuable upon conversion of the Preferred Stock pursuant to this
                paragraph shall not exceed twenty percent (20%). The Company
                shall use its reasonable best efforts to have such Registration
                Statement declared effective by the SEC as soon as possible
                after the initial filing date. The Company shall have no
                liability to the undersigned for failure to maintain the
                effectiveness of the Registration Statement due to any Stop
                Order issued by the SEC, but shall use its commercially
                reasonable best efforts in such event to cause the Stop Order to
                be removed

        (b)     If at any time or from time to time after the effective date of
                the Registration Statement, the Company notifies holders of the
                Registrable Shares in writing of the existence of a potential
                material event (as defined below), holders of the Registrable
                Shares securities may not offer or sell any of the registered
                securities or engage in any other transaction involving or
                relating to the Registrable Shares , from the time of the giving
                of notice with respect to a potential material event until the
                Company notifies holders of the Registrable Shares that such
                potential material event either has been disclosed to the public
                or no longer constitutes a potential material event, but the
                Company may not issue such a suspension for more than sixty (60)
                days in the aggregate in any calendar year. The Company

                                       9
<PAGE>


                shall not be required to maintain the effectiveness of the
                Registration Statement during any such suspension period.
                "Potential material event" means the possession by the Company
                of material information regarding a potential transaction not
                ripe for disclosure in a registration statement, which will be
                evidenced by determinations in good faith by the Board of
                Directors of the Company that disclosure of such information in
                the registration statement would be detrimental to the business
                and affairs of the Company.

        (c)     The Company shall notify the undersigned at any time when a
                prospectus relating thereto is required to be delivered under
                the Securities Act, upon discovery that, or upon the happening
                of any event as a result of which, the prospectus included in
                such Registration Statement, as then in effect, includes an
                untrue statement of a material fact or omits to state any
                material fact required to be stated therein or necessary to make
                the statements therein not misleading in light of the
                circumstances then existing. At the request of the undersigned,
                the Company shall also prepare, file and furnish to the
                undersigned a reasonable number of copies of a supplement to or
                an amendment of such prospectus as may be necessary so that, as
                thereafter delivered to the purchasers of such shares, such
                prospectus shall not include an untrue statement of a material
                fact or omit to state a material fact required to be stated
                therein or necessary to make the statements therein not
                misleading in light of the circumstances then existing. The
                undersigned agrees not to offer or sell any shares covered by
                the Registration Statement after receipt of such notification
                until the receipt of such supplement or amendment.

        (d)     The Company may request the undersigned to furnish the Company
                such information with respect to the undersigned and the
                undersigned's proposed distribution of shares of Common Stock
                pursuant to the Registration Statement as the Company may from
                time to time reasonably request in writing or as shall be
                required by law or by the SEC in connection therewith, and the
                undersigned agrees to furnish the Company with such information.

6.      USE OF PROCEEDS

        The Company intends to use the available net proceeds of this offering
of Units for the purposes described in the Memorandum including, without
limitation, for investor relations and as working capital. A significant portion
of the proceeds is allocated to working capital and may be used by the Company
to, among other things, acquire strategic businesses and technologies. The
Company has not yet determined all of its expected expenditures, and cannot
estimate the amounts to be used for each purpose set forth above. Accordingly,
management will have significant flexibility in applying a substantial portion
of the net proceeds of this offering. Pending use of the net proceeds as
described above, Company may invest the net proceeds of the offering in
short-term, interest-bearing, investment-grade securities or accounts.

                                       10
<PAGE>



7.      INSIDER TRADING PROHIBITION; INDEMNITY

        (a)     Commencing on the date of execution of this Subscription
                Agreement by the undersigned and continuing through the date of
                the Initial Closing, the undersigned hereby agrees to (i)
                refrain from (a) engaging in any transactions with respect to
                the capital stock of the Company or securities exercisable or
                convertible into or exchangeable for any shares of capital stock
                of the Company, and (b) entering into any transaction which
                would have the same effect, or entering into any swap, hedge or
                other arrangement that transfers, in whole or in part, any of
                the economic consequences of ownership of the capital stock of
                the Company, and (ii) indemnify and hold harmless the Company,
                the Placement Agent, and any finder or selling agent assisting
                in the sale of Units, and their respective officers and
                directors, employees and affiliates and each other person, if
                any, who controls any of the foregoing, against any loss,
                liability, claim, damage and expense whatsoever (including, but
                not limited to, any and all expenses whatsoever reasonably
                incurred in investigating, preparing or defending against any
                litigation commenced or threatened or any claim whatsoever)
                arising out of or based upon any violation of this Section 7(a)
                by the undersigned.

        (b)     The undersigned agrees to indemnify and hold harmless the
                Company, the Placement Agent, the Escrow Agent, and any other
                finder or selling agent assisting in the sale of Units and their
                respective officers and directors, employees and affiliates and
                each other person, if any, who controls any of the foregoing,
                against any loss, liability, claim, damage and expense
                whatsoever (including, but not limited to, any and all expenses
                whatsoever reasonably incurred in investigating, preparing or
                defending against any litigation commenced or threatened or any
                claim whatsoever) arising out of or based upon any false
                representation or warranty by the undersigned, or the
                undersigned's breach of, or failure to comply with, any covenant
                or agreement made by the undersigned herein or in any other
                document furnished by the undersigned to the Company, its
                officers and directors, employees and its affiliates and each
                other person, if any, who controls any of the foregoing in
                connection with this transaction.

8.      LEGENDS

FOR ALL INVESTORS:
------------------

IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF
THE COMPANY AND ITS SUBSIDIARIES AND THE TERMS OF THE OFFERING, INCLUDING THE
MERITS AND RISKS INVOLVED. THE UNITS (INCLUDING THE PREFERRED STOCK AND WARRANTS
AND COMMON STOCK UNDERLYING THE WARRANTS OR INTO WHICH THE PREFERRED STOCK IS
CONVERTIBLE) HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES
COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE
NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THE MEMORANDUM OR ANY
OTHER DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                       11
<PAGE>


THESE UNITS (INCLUDING THE PREFERRED STOCK AND WARRANTS AND COMMON STOCK
UNDERLYING THE WARRANTS OR INTO WHICH THE PREFERRED STOCK IS CONVERTIBLE) ARE
SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED
OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND
THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

FOR NEW YORK RESIDENTS ONLY:
----------------------------

        THE PRIVATE OFFERING AND THE MEMORANDUM HAVE NOT BEEN REVIEWED BY THE
ATTORNEY GENERAL PRIOR TO ITS ISSUANCE AND USE. THE ATTORNEY GENERAL OF THE
STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED THE MERITS OF THIS OFFERING. ANY
REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

        THE PRIVATE OFFERING MEMORANDUM DOES NOT CONTAIN AN UNTRUE STATEMENT OF
A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT NECESSARY TO MAKE THE STATEMENT
MADE, NOT MISLEADING. IT CONTAINS A FAIR SUMMARY OF THE MATERIAL TERMS OF
DOCUMENTS PURPORTED TO BE SUMMARIZED IN THE PRIVATE OFFERING MEMORANDUM.

9.      MISCELLANEOUS PROVISIONS

        (a)     MODIFICATION. Neither this Agreement nor any provisions hereof,
                shall be waived, modified, discharged or terminated except by an
                instrument in writing signed by the party against whom any
                waiver, modification, discharge or termination is sought.

        (b)     NOTICES. Any party may send any notice, request, demand, claim
                or other communication hereunder to the intended recipient at
                the address set forth above using any other means (including
                personal delivery, expedited courier, messenger service, fax or
                ordinary mail), but no such notice, request, demand, claim or
                other communication will be deemed to have been duly given
                unless and until it actually is received by the intended
                recipient. Any party may change the address to which notices,
                requests, demands, claims and other communications hereunder are
                to be delivered by giving the other parties notice in the manner
                herein set forth.

        (c)     COUNTERPARTS. This Agreement may be executed in two or more
                counterparts, each of which shall be deemed an original, but all
                of which together shall constitute one and the same instrument.

        (d)     BINDING EFFECT. Except as otherwise provided herein, this
                Agreement shall be binding upon, and inure to the benefit of,
                the parties to this Agreement and their heirs, executors,
                administrators, successors, legal representatives and assigns.
                If

                                       12
<PAGE>


                the undersigned is more than one person or entity, the
                obligation of the undersigned shall be joint and several and the
                agreements, representations, warranties and acknowledgments
                contained herein shall be deemed to be made by, and be binding
                upon, each such person or entity and his or its heirs,
                executors, administrators, successors, legal representatives and
                assigns.

        (e)     ASSIGNABILITY. This Agreement is not transferable or assignable
                by the undersigned. This Agreement shall be transferable or
                assignable by the Placement Agent to the Company.

        (f)     ENFORCEMENT. This Agreement shall be governed by and construed
                in accordance with the laws of the State of Florida, without
                giving effect to conflicts of law principles. Any action with
                respect to the subject matter of this Agreement otherwise
                related to the undersigned's investment in or ownership of the
                Company shall be litigated in the state or federal courts
                situated in Palm Beach County, Florida, to which jurisdiction
                and venue all parties consent; any such action shall be by bench
                trial, with each party waiving its right to trial by jury to
                adjudicate the matter.





                                       13
<PAGE>


                     ALL SUBSCRIBERS MUST COMPLETE THIS PAGE

        The undersigned hereby subscribes for the Units in the amount indicated
below, acknowledges that the information contained in the Investor Questionnaire
is true and correct and agrees to be bound by the terms of the Subscription
Agreement to which this signature page is a part.

        The undersigned desires to purchase __________________ (INSERT NUMBER)
Units at $2,500 per Unit for a total purchase price of $_________________
(number of Units x $2,500). The undersigned will pay the purchase price of the
Units by (CHECK ONE):

________        delivering a certified or bank check payable to "Corporate
                Stock Transfer, Inc., as escrow agent for Visual Management
                Systems, Inc.," together with this Subscription Agreement and
                the Investor Questionnaire.
________        sending by wire transfer the purchase price of the Units to
                United Western Bank as escrow bank for the Escrow Agent
                contemporaneously with signing and delivering this Subscription
                Agreement and the Investor Questionnaire.
________        a combination of those listed above. If the undersigned checks
                this method of payment, please describe below, the methods
                elected:


MANNER IN WHICH TITLE TO THE UNITS IS TO BE HELD (CHECK ONE):

__  Individual                                 __ Partnership
__  Tenants by the Entireties*                 __ Limited Liability Partnership
__  Joint Tenants with Rights of Survivorship* __ Corporation
__  Community Property*                        __ Uniform Gift to Minors Act
                                                        State:__________________
                                                        Custodian's Name:_______
                                                        Minor's Name:___________
__  Tenants in Common*                         __ Trust/Date of Trust
__  Individual Retirement  Account(IRA)*       __ Limited Liability Company
__  Keogh Plan                                 __ Pension Plan/Name:
*Two signatures required.

                  INDIVIDUAL SUBSCRIBERS MUST COMPLETE PAGE 15.

              SUBSCRIBERS THAT ARE ENTITIES MUST COMPLETE PAGE 16.


                                       14
<PAGE>


                    SIGNATURE PAGE FOR INDIVIDUAL SUBSCRIBERS

This Subscription Agreement is dated as of this _________ day of
_______________, 2007 at (city) _____________________, (state) _______________.


--------------------------------------------------------------------------------
             Exact Name in Which Title is to be Held (Please Print)


-----------------------------------    -----------------------------------------
 Name (Please Print)                    Name of Additional Purchaser

-----------------------------------    -----------------------------------------
 Address of Principal Residence         Address of Additional Purchaser

-----------------------------------    -----------------------------------------
 City, State and Zip Code               City, State and Zip Code

-----------------------------------    -----------------------------------------
 Country                                Country

-----------------------------------    -----------------------------------------
 Social Security Number                 Social Security Number

-----------------------------------    -----------------------------------------
 Telephone Number                       Telephone Number

-----------------------------------    -----------------------------------------
 Fax Number (if available)              Fax Number (if available)

-----------------------------------    -----------------------------------------
 E-Mail (if available)                  E-Mail (if available)

-----------------------------------    -----------------------------------------
 (Signature)                            (Signature of Additional Purchaser)


                                   ACCEPTANCE

This Subscription Agreement is accepted as of this __________ day of
_________________, 2007 for the purchase of __________ Units.

                                            The Company:__________________

                                            By: __________________________

                                            Its: _________________________


                                       15
<PAGE>


                SIGNATURE PAGE FOR SUBSCRIBERS THAT ARE ENTITIES

                     (Corporation, Partnership, Trust, Etc.)

This Subscription Agreement is dated as of this _________ day of
_______________, 2007 at (city) _____________________, (state) _______________.


--------------------------------------------------------------------------------
           Name of Entity in Which Title is to be Held (Please Print)

Date of Incorporation or Organization:__________________________________________

State of Principal Office:______________________________________________________

Federal Taxpayer Identification Number:_________________________________________


--------------------------------------------
Principal Address


--------------------------------------------
City, State and Zip Code


--------------------------------------------
Country


--------------------------------------------
Telephone Number


--------------------------------------------
Fax Number (if available)


--------------------------------------------
E-Mail (if available)


                                             By:
                                                --------------------------------
                                                Name:
                                                Title:

[seal]

Attest:
       ---------------------------------        --------------------------------
        (If Entity is a Corporation)
                                                --------------------------------
                                                Address


                                       16
<PAGE>


                                   ACCEPTANCE

This Subscription Agreement is accepted as of this __________ day of
_________________, 2007 for the purchase of __________ Units.


                                      The Company:___________________

                                      By: ___________________________

                                      Its: __________________________





                                       17
<PAGE>


                             INVESTOR QUESTIONNAIRE

PART I: INFORMATION TO BE PROVIDED BY ALL INVESTORS.

A. NAME OF PURCHASER:
                     -----------------------------------------------------------

B. ACCREDITATION. Check all boxes which correctly describe you:

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

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

        _____   You are a director or officer of the Company.

        _____   You have total assets in excess of $5,000,000 and were not
                formed for the specific purpose of acquiring the Units offered
                and are any of the following: a corporation, a partnership, a
                Massachusetts or similar business trust, or an organization
                described in Section 501(c)(3) of the Internal Revenue Code.

        _____   You are a bank or savings and loan association or other
                institution acting in your individual or fiduciary capacity.

        _____   You are a broker or dealer registered pursuant to Section 15 of
                the Securities Exchange Act of 1934.

        _____   You are an insurance company.

        _____   You are an investment company or a business development company
                under the Investment Company Act of 1940.

        _____   You are a private business development company under the
                Investment Advisers Act of 1940.

        _____   You are a Small Business Investment Company licensed by the U.S.
                Small Business Administration under 301(c) or (d) of the Small
                Business Investment Act of 1958.

        _____   You are a trust, not formed for the specific purpose of
                acquiring the Units offered, with total assets in excess of
                $5,000,000 and whose purchase is directed by a sophisticated
                person.

        _____   You are an employee benefit plan whose investment decision is
                being made by a plan fiduciary, which is either a bank, savings
                and loan association, insurance company or registered investment
                adviser or an employee benefit plan whose total assets are in
                excess of $5,000,000 or a self-directed employee benefit plan
                whose investment decisions are made solely by persons that are
                "accredited investors" (i.e., they meet any of the standards
                listed above).


                                       1
<PAGE>


        _____   You are an entity as to which all the equity owners (or, in the
                case of a trust, all of the income beneficiaries) are
                "accredited investors" (i.e., they meet the standards listed
                above).

        _____   None of the above, but you are a "non-U.S. Person" as that term
                is defined in paragraph 5(l)(i) of the Subscription Agreement.

        _____   None of the above.

C. PROVIDE ANSWERS TO THE FOLLOWING QUESTIONS:

1.      Are you directly or indirectly an AFFILIATE or ASSOCIATE of any member
firm of the National Association of Securities Dealers, Inc. (the "NASD")?

                             YES _____   NO _____

        An "affiliate" of a specified person is a person that directly or
        indirectly through one or more intermediaries, controls or is controlled
        by, or is under common control with the specified person.

        The term "associate" means (1) any corporation or organization (other
        than the Company or any majority-owned subsidiary) of which you are an
        officer or partner, or of which you are, directly or indirectly, the
        owner beneficially of 10% or more of any class of equity securities, (2)
        any trust or other estate in which you have a substantial beneficial
        interest or as to which you serve as trustee or in a similar fiduciary
        capacity, or (3) any relative or spouse of such person, or any relative
        of such spouse, who has the same home as such person or who is a
        director or officer of the Company or any of its subsidiaries.

        If yes, please describe your affiliation or association:

        ------------------------------------------------------------------------

        ------------------------------------------------------------------------

        ------------------------------------------------------------------------

        ------------------------------------------------------------------------

2.      Have you made any subordinated loan to any member of the NASD?


                             YES _____   NO _____

        If yes, please set forth the details of the loan including the original
        amount(s), date(s), interest rate(s), other material terms, and
        amount(s) outstanding as of the date hereof.

        ------------------------------------------------------------------------

        ------------------------------------------------------------------------

        ------------------------------------------------------------------------

        ------------------------------------------------------------------------


                                       2
<PAGE>


PART II: INFORMATION TO BE PROVIDED BY INDIVIDUAL INVESTORS:

List the state in which you maintain your principal residence:
                                                              ------------------

Occupation:
            --------------------------------------------------------------------

Employer:
         -----------------------------------------------------------------------

IF SELF-EMPLOYED, PROVIDE THE FOLLOWING INFORMATION:

Name of business:
                 ---------------------------------------------------------------

Length of time engaged in current business:  ________ years.

The current value of my liquid assets (cash, marketable securities, cash
surrender value of my life insurance and other items easily convertible into
cash) is sufficient to provide for my current needs and possible personal
contingencies:

                  ____  Yes  ____  No

EDUCATION:

        YEAR       SCHOOL       FIELD OF STUDY      DEGREE        DATE CONFERRED
        ------------------------------------------------------------------------

        ------------------------------------------------------------------------

        ------------------------------------------------------------------------

        ------------------------------------------------------------------------

        ------------------------------------------------------------------------



Please indicate the frequency of your investment in marketable securities, i.e.,
those where prices are quoted regularly on exchanges or the over-the-counter
market:

       _____ often       _____ occasionally        _____ seldom    ____ never

Do you consider yourself to be an experienced and sophisticated investor?

       ____  Yes  ____  No

Do you alone, or with your Purchaser Representative, have such knowledge and
experience in financial and business matters that you are capable of evaluating
the risks and merits of this investment and feel that you can afford the loss of
my entire investment in the Units?

       ____  Yes  ____  No


                                       3
<PAGE>



    PART III: INFORMATION TO BE PROVIDED BY INVESTORS OTHER THAN INDIVIDUALS

Identify type of entity (corporation, trust, limited liability company,
partnership or other entity):

--------------------------------------------------------------------------------

Identify jurisdiction under the laws of which the entity is organized:
                                                                      ----------
Identify jurisdiction when the entity was organized:
                                                    ----------------------------
Identify jurisdiction where your principal place of business is located:
                                                                        --------
Describe principal business conducted:
                                      ------------------------------------------

           (YOU MAY BE ASKED TO FURNISH A COPY OF A PROPERLY CERTIFIED
        COMPANY RESOLUTION AND ORGANIZATIONAL DOCUMENTS AUTHORIZING THE
                 INVESTOR TO MAKE AN INVESTMENT OF THIS TYPE.)


                               PART IV: SIGNATURE



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


---------------------------------          -------------------------------------
Name of Purchaser  [please print]          Name of Co-Purchaser  [please print]


---------------------------------          -------------------------------------
Signature of Purchaser (Entities           Signature of Co-Purchaser
  please provide signature of
  Purchaser's duly authorized
  signatory.)


---------------------------------
Name of Signatory (Entities only)


---------------------------------
Title of Signatory (Entities only)




                                       4
<PAGE>





                                 PRIVACY POLICY

        It is the policy of Brookshire Securities Corporation (BSC) to respect
the privacy of customers who subscribe to transactions underwritten by BSC.

        Whether its own brokers introduce Customers to BSC or the introduction
was made through Selling Agents, (hereinafter referred to as "Subscribers")
nonpublic personal information is protected by BSC.

        BSC does not disclose any nonpublic personal information about
Subscribers to anyone, except as required or permitted by law and to effect,
administer, or enforce transactions requested by Subscribers in the ordinary
processing, servicing or maintaining their accounts. Furthermore, BSC does not
reserve the right to disclose Subscriber's nonpublic personal information in the
future without first notifying the Subscriber of a change in privacy policy and
providing a convenient opportunity for Subscriber to opt out of information
sharing with nonaffiliated third parties.

        Under the USA PATRIOT Act of 2001 (Public Law 107-56)(together with all
rules and regulations promulgated hereunder, the "Patriot Act"), BSC and/or your
broker may be required or requested to disclose to one or more regulatory and/or
law enforcement bodies certain information regarding transactions relating to
your account involving transactions with foreign entitles and individuals, other
transactions in your account as required in the Patriot Act and other activities
described in the Patriot Act as "suspicious activities". Neither BSC nor your
broker shall have any obligation to advise you of any such disclosures or
reports made in compliance with the Patriot Act.




                                       5