exhibit102.htm


    To:           Entertainment
Art, Inc.

    300 Hempstead Avenue

    West Hempstead, NY 11552

    


    


    


    


    REGULATION
S SUBSCRIPTION AGREEMENT

    AND
INVESTMENT REPRESENTATION

    


    SECTION
1

    


    1.1           Subscription.

    


    (a)           The
undersigned, intending to be legally bound, hereby irrevocably subscribes for
and agrees to purchase ____________ shares (the “Shares”) of the common stock
(the “Common Stock”) of Entertainment Art, Inc., a Nevada corporation (the
"Company"), in a transaction exempt from the registration requirements of the
Securities Act of 1933, as amended (the “Securities Act”).  The
undersigned understands that the Shares are being sold in connection with an
offering by the Company of an aggregate of up to 1,000,000 shares of Common
Stock for total proceeds of up to $100,000.

    


    1.2           Purchase of
Shares.

    


    The undersigned understands and
acknowledges that the purchase price to be remitted to the Company in exchange
for the Shares shall be ____________ dollars ($______) or $0.10 per
Share.  The Company shall deliver the Shares to the undersigned
promptly after the acceptance of this Subscription Agreement by the
Company.

    


    1.3           Acceptance or
Rejection.

    


    (a)           The
undersigned understands and agrees that the Company reserves the right to reject
this subscription for the Shares if, in its reasonable judgment, it deems such
action in the best interest of the Company, at any time prior to the Closing,
notwithstanding prior receipt by the undersigned of notice of acceptance of the
undersigned's subscription.

    


    (b)           The
undersigned understands and agrees that its subscription for the Shares is
irrevocable.

    


    (c)           In
the event the sale of the Shares subscribed for by the undersigned is not
consummated by the Company for any reason (in which event this Subscription
Agreement shall be deemed to be rejected), this Subscription Agreement and any
other agreement entered into between the undersigned and the Company relating to
this subscription shall thereafter have no force or effect and the Company shall
promptly return or cause to be returned to the undersigned


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    the
purchase price remitted to the Company by the undersigned, without interest
thereon or deduction therefrom, in exchange for the Shares.

    


    


    SECTION
2

    


    2.1           Closing.  The
closing (the "Closing") of the purchase and sale of the Shares, shall occur
simultaneously with the acceptance by the Company of the undersigned's
subscription, as evidenced by the Company's execution of this Subscription
Agreement.

    


    SECTION
3

    


    3.1           Investor Representations and
Warranties.   The undersigned hereby acknowledges,
represents and warrants to, and agrees with, the Company and its affiliates as
follows:

    


    (a)           Investment
Purposes.  The undersigned is acquiring the Shares for the
undersigned’s own account as principal, not as a nominee or agent, for
investment purposes only, and not with a view to, or for, resale, distribution
or fractionalization thereof in whole or in part and no other person has a
direct or indirect beneficial interest in such Shares or any portion
thereof.  Further, the undersigned does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participations to such person or to any third person, with respect to the Shares
for which the undersigned is subscribing or any part of the Shares.

    


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

    


    (c)           No General
Solicitation.  The undersigned is not subscribing for the
Shares as a result of or subsequent to any advertisement, article, notice or
other communication published in any newspaper, magazine or similar media or
broadcast over television or radio, or presented at any seminar or meeting, or
any solicitation of a subscription by person previously not known to the
undersigned in connection with investment securities generally.

    


    (d)           No Obligation to Register
Shares.  The undersigned understands that the Company is under
no obligation to register the Shares under the Securities Act, or to assist the
undersigned in complying with the Securities Act or the securities laws of any
state of the United States or of any foreign jurisdiction.

    


    (e)           Investment
Experience.  The undersigned is (i) experienced in making
investments of the kind described in this Agreement, (ii) able, by reason of the
business and financial experience of its officers (if an entity) and
professional advisors (who are not affiliated with or compensated in any way by
the Company or any of its affiliates or selling agents), to protect its own
interests in connection with the transactions described in this Agreement, and
(iii) able to afford the entire loss of its investment in the
Shares.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (f)           Exemption from
Registration.  The undersigned acknowledges the undersigned’s
understanding that the offering and sale of the Shares is intended to be exempt
from registration under the Securities Act.  In furtherance thereof,
in addition to the other representations and warranties of the undersigned made
herein, the undersigned further represents and warrants to and agrees with the
Company and its affiliates as follows:

    


    (1)           The
undersigned realizes that the basis for the exemption may not be present if,
notwithstanding such representations, the undersigned has in mind merely
acquiring the Shares 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;

    


    (2)           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 personal contingencies and has no need for liquidity with
respect to the undersigned’s investment in the Company; and

    


    (3)           The
undersigned 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 Shares.  The undersigned also represents it has not
been organized for the purpose of acquiring the Shares; and

    


    (4)           The
undersigned has been provided an opportunity for a reasonable period of time
prior to the date hereof to obtain additional information concerning the
offering of the Shares, the Company and all other information to the extent the
Company possesses such information or can acquire it without unreasonable effort
or expense.

    


    (g)           Economic
Considerations.  The undersigned is not relying on the Company,
or its affiliates or agents with respect to economic considerations involved in
this investment.  The undersigned has relied solely on its own
advisors.

    


    (h)           No Other Company
Representations.  No representations or warranties have been
made to the undersigned by the Company, or any officer, employee, agent,
affiliate or subsidiary of the Company, other than the representations of the
Company contained herein, and in subscribing for Shares the undersigned is not
relying upon any representations other than those contained herein.

    


    (i)           Compliance with
Laws.  Any resale of the Shares during the ‘distribution
compliance period’ as defined in Rule 902(f) to Regulation S shall only be made
in compliance with exemptions from registration afforded by Regulation
S.  Further, any such sale of the Shares in any jurisdiction outside
of the United States will be made in compliance with the securities laws of such
jurisdiction.  The Investor will not offer to sell or sell the Shares
in any jurisdiction unless the Investor obtains all required consents, if
any.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (j)           Regulation S
Exemption.  The undersigned understands that the Shares are
being offered and sold to him in reliance on an exemption from the registration
requirements of United States federal and state securities laws under Regulation
S promulgated under the Securities Act and that the Company is relying upon the
truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of the Investor set forth herein in order to
determine the applicability of such exemptions and the suitability of the
Investor to acquire the Shares.  In this regard, the undersigned
represents, warrants and agrees that:

    


    (1)           The
undersigned is not a U.S. Person (as defined below) and is not an affiliate (as
defined in Rule 501(b) under the Securities Act) of the Company and is not
acquiring the Shares for the account or benefit of a U.S. Person.  A
U.S. Person means any one of the following:

    


    
      	
               
      

            	
              (A)

            	
              any
      natural person resident in the United States of
America;

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


    

     

    
      	
               
      

            	
              (C)

            	
              any
      estate of which any executor or administrator is a U.S.
      person;

            


    

    


    
      	
               
      

            	
              (D)

            	
              any
      trust of which any trustee is a U.S.
person;

            


    

     

    
      	 	(E)	any agency or branch
      of a foreign entity located in the United States of
Americaab;
	 	 
	 	(F)	any no
	 	 
	 	 
	 	 
	 	 
	 	 


    

     

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

    


    (F)           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;

    


    (G)           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 of America; and

    


    
      	
               
      

            	
              (H)

            	
              any
      partnership or corporation if:

            


    

    


    (i) organized or incorporated under
the laws of any foreign jurisdiction; and

    


    (ii)           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.

    


    (2)           At
the time of the origination of contact concerning this Agreement and the date of
the execution and delivery of this Agreement, the undersigned was outside of the
United States.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (3)           The
undersigned will not, during the period commencing on the date of issuance of
the Shares and ending on the first anniversary of such date, or such shorter
period as may be permitted by Regulation S or other applicable securities law
(the “Restricted Period”), offer, sell, pledge or otherwise transfer the Shares
in the United States, or to a U.S. Person for the account or for the benefit of
a U.S. Person, or otherwise in a manner that is not in compliance with
Regulation S.

    


    (4)           The
undersigned will, after expiration of the Restricted Period, offer, sell, pledge
or otherwise transfer the Shares only pursuant to registration under the
Securities Act or an available exemption therefrom and, in accordance with all
applicable state and foreign securities laws.

    


    (5)           The
undersigned was not in the United States, engaged in, and prior to the
expiration of the Restricted Period will not engage in, any short selling of or
any hedging transaction with respect to the Shares, including without
limitation, any put, call or other option transaction, option writing or equity
swap.

    


    (6)           Neither
the undersigned nor or any person acting on the undersigned’s behalf has
engaged, nor will engage, in any directed selling efforts to a U.S. Person with
respect to the Shares and the Investor and any person acting on the
undersigned’s behalf have complied and will comply with the “offering
restrictions” requirements of Regulation S under the Securities
Act.

    


    (7)           The
transactions contemplated by this Agreement have not been pre-arranged with a
buyer located in the United States or with a U.S. Person, and are not part of a
plan or scheme to evade the registration requirements of the Securities
Act.

    


    (8)           Neither
the undersigned nor any person acting on the undersigned’s behalf has undertaken
or carried out any activity for the purpose of, or that could reasonably be
expected to have the effect of, conditioning the market in the United States,
its territories or possessions, for any of the Shares.  The
undersigned agrees not to cause any advertisement of the Shares to be published
in any newspaper or periodical or posted in any public place and not to issue
any circular relating to the Shares, except such advertisements that include the
statements required by Regulation S under the Securities Act, and only offshore
and not in the U.S. or its territories, and only in compliance with any local
applicable securities laws.

    


    (9)           Each
certificate representing the Shares shall be endorsed with the following
legends, in addition to any other legend required to be placed thereon by
applicable federal or state securities laws:

    


    (A)           “THE
SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED
IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES
ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND
EXCHANGE


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    COMMISSION
UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE
SECURITIES ACT.”

    


    (B)           “TRANSFER
OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO
AVAILABLE EXEMPTION FROM REGISTRATION.  HEDGING TRANSACTIONS MAY NOT
BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

    


    (10)           The
undersigned consents to the Company making a notation on its records or giving
instructions to any transfer agent of the Company in order to implement the
restrictions on transfer of the Shares set forth in this Section 2.

    


    (k)           Accredited
Investor.  The undersigned is an “accredited investor” as that
term is defined in Rule 501 of the General Rules and Regulations under the
Securities Act by reason of Rule 501(a)(3).

    


    (l)           Potential Loss of
Investment; Risk Factors.  The undersigned understands that an
investment in the Shares is a speculative investment which involves a high
degree of risk and the potential loss of the undersigned’s entire
investment. The
undersigned understands that the following factors, among others, could cause
the loss of any or all of the undersigned’s investment.

    


    (1)           The
Company is a development stage company with no operating history for the
undersigned to evaluate its business.  The Company was incorporated in
the State of Nevada on June 15, 2007, and as a result is only in the very early
stages of development.  Because the Company has no operating history,
it is difficult to evaluate its business and future prospects.  The
undersigned has also considered the uncertainties and difficulties frequently
encountered by companies, such as the Company, in their early stages of
development.  The Company’s revenue and income potential is unproven
and its business model is still emerging.  If its business model does
not prove to be profitable, the undersigned may lose all of the undersigned’s
investment.

    


    (2)           The
Company currently does not have enough working capital to satisfy its capital
needs.  The Company is dependent upon its management team to fund its
ongoing operations, and cannot be certain that future financing will be
available to it on acceptable terms when it needs it.  The Company can
give no assurances that it will be able to sell any portion of this offering or
that management will continue to fund its ongoing operations.  This,
along with the possibility of other factors and circumstances the Company cannot
predict, may require it to seek additional financing faster than
anticipated.  If the Company is unable to obtain financing to meet its
needs, the undersigned may lose of the undersigned’s investment.

    


    (3)           The
Company’s officers and directors will only devote a limited amount of time to
the Company.  Their divided interests may hinder the Company's ability
to generate


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    revenue.  This
could result in missed business opportunities and worse-than-expected operating
results.  The undersigned may lose the undersigned’s entire
investment.

    


    (4)           Management
has never operated in the industry in which it intends to
operate.  This lack of experience may result in the Company’s needing
to employ outside experts that have such experience.  The additional
cost could result in a net operating loss and, ultimately, could result in the
Company's failure. Management's inexperience may limit the Company’s ability to
generate revenues.  The Company may never achieve successful
operations, and the undersigned may lose the undersigned’s entire
investment.

    


    (m)           Investment
Commitment.  The undersigned's overall commitment to
investments which are not readily marketable is not disproportionate to the
undersigned's net worth, and an investment in the Shares will not cause such
overall commitment to become excessive.

    


    (n)           Receipt of
Information.  The undersigned has received all documents,
records, books and other information pertaining to the undersigned’s investment
in the Company that has been requested by the undersigned.

    


    (o)           Investor
Questionnaire.  The undersigned represents and warrants to the
Company that all information that the undersigned has provided to the Company,
including, without limitation, the information in the Investor Questionnaire
attached hereto or previously provided to the Company (the “Investor
Questionnaire”), is correct and complete as of the date hereof.

    


    (p)           No
Reliance.  Other than as set forth herein, the undersigned is
not relying upon any other information, representation or warranty by the
Company or any officer, director, stockholder, agent or representative of the
Company in determining to invest in the Shares.  The undersigned has
consulted, to the extent deemed appropriate by the undersigned, with the
undersigned’s own advisers as to the financial, tax, legal and related matters
concerning an investment in the Shares and on that basis believes that the
undersigned’s or its investment in the Shares is suitable and appropriate for
the undersigned.

    


    (q)           No Governmental
Review.  The undersigned is aware that no federal or state
agency has (i) made any finding or determination as to the fairness of this
investment, (ii) made any recommendation or endorsement of the Shares or the
Company, or (iii) guaranteed or insured any investment in the Shares or any
investment made by the Company.

    


    (r)           Price of
Shares.  The undersigned understands that the price of the
Shares offered hereby bear no relation to the assets, book value or net worth of
the Company and were determined arbitrarily by the Company.  The
undersigned further understands that there is a substantial risk of further
dilution on the undersigned’s or its investment in the Company.

    


    SECTION
4

    


    4.1           Company’s Representations
and Warranties.  The Company represents and warrants to the
undersigned as follows:


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    (a)           
Organization of the
Company.  The Company is a corporation duly organized and
validly existing and in good standing under the laws of the State of
Nevada.

    


    (b)           Authority.   (i)  The
Company has the requisite corporate power and authority to enter into and
perform its obligations under this Agreement and to issue the Shares; (ii) the
execution and delivery of this Agreement by the Company and the consummation by
it of the transactions contemplated hereby and thereby have been duly authorized
by all necessary corporate action and no further consent or authorization of the
Company or its Board of Directors or stockholders is required; and (iii) this
Agreement has been duly executed and delivered by the Company and constitutes a
valid and binding obligation of the Company enforceable against the Company in
accordance with its terms, except as
such  enforceability  may be limited by applicable
bankruptcy, insolvency, or similar laws relating to, or affecting generally the
enforcement of, creditors' rights and remedies or by other equitable principles
of general application.

    


    (c)           Exemption from Registration;
Valid Issuances.  The sale and issuance of the Shares, in
accordance with the terms and on the bases of the representations and warranties
of the undersigned set forth herein, may and shall be properly issued by the
Company to the undersigned pursuant to any applicable federal or state law. When
issued and paid for as herein provided, the Shares shall be duly and validly
issued, fully paid, and nonassessable. Neither the sales of the Shares pursuant
to, nor the Company's performance of its obligations under, this Agreement shall
(i) result in the creation or imposition of any liens, charges, claims or other
encumbrances upon the Shares or any of the assets of the Company, or (ii)
entitle the other holders of the Common Stock of the Company to preemptive or
other rights to subscribe to or acquire the Common Stock or other securities of
the Company. The Shares shall not subject the undersigned to personal liability
by reason of the ownership thereof.

    


    (d)           No General Solicitation or
Advertising in Regard to this Transaction. Neither the Company nor any of
its affiliates nor any person acting on its or their behalf (i) has conducted or
will conduct any general solicitation (as that term is used in Rule 502(c) of
Regulation D) or general advertising with respect to any of the Shares, or (ii)
made any offers or sales of any security or solicited any offers to buy any
security under any circumstances that would require registration of the Common
Stock under the Securities Act.

    


    SECTION
5

    


    5.1             Indemnity.  The
undersigned agrees to indemnify and hold harmless the Company, its officers and
directors, employees and its affiliates and their respective successors and
assigns and each other person, if any, who controls any thereof, 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 or breach or failure by the undersigned to comply
with any covenant or agreement made by the


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    undersigned
herein or in any other document furnished by the undersigned to any of the
foregoing in connection with this transaction.

    


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

    


    5.3           Notices.  Any
notice, demand or other communication which any party hereto may be required, or
may elect, to give to anyone interested hereunder shall be sufficiently given if
(a) deposited, postage prepaid, in a United States mail letter box, registered
or certified mail, return receipt requested, addressed to such address as may be
given herein, or (b) delivered personally at such address.

    


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

    


    5.5           Binding
Effect.  Except as otherwise provided herein, this Agreement
shall be binding upon and inure to the benefit of the parties and their heirs,
executors, administrators, successors, legal representatives and
assigns.  If the undersigned is more than one person, the obligation
of the undersigned shall be joint and several and the agreements,
representations, warranties and acknowledgments herein contained shall be deemed
to be made by and be binding upon each such person and such person’s heirs,
executors, administrators and successors.

    


    5.6           Entire
Agreement.  This Agreement and the documents referenced herein
contain the entire agreement of the parties and there are no representations,
covenants or other agreements except as stated or referred to herein and
therein.

    


    5.7           Assignability.  This
Agreement is not transferable or assignable by the undersigned.

    


    5.8           Applicable
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without giving effect to
conflicts of law principles.

    


    5.9           Pronouns.  The
use herein of the masculine pronouns "him" or "his" or similar terms shall be
deemed to include the feminine and neuter genders as well and the use herein of
the singular pronoun shall be deemed to include the plural as well.

    


    5.10           Further
Assurances.  Upon request from time to time, the undersigned
shall execute and deliver all documents, take all rightful oaths and do all
other acts that may be necessary or desirable, in the reasonable opinion of the
Company or its counsel, to effect the subscription for the Shares in accordance
herewith.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the undersigned has
executed this Agreement on the   day of
________________, 2007.

    


    Amount of
Investment:

    


    $_____________________

    


    INDIVIDUAL
INVESTOR:

    


    


    ______________________

    Name:

    


    


    PARTNERSHIP,
CORPORATION, TRUST,

    CUSTODIAL
ACCOUNT, OTHER INVESTOR

    


    ________________________

     (Name
of Entity)

    


    


    By:           __________________

    Name:

    Title:

    Address:

    


    Taxpayer
Identification Number: N/A


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ACCEPTANCE
OF SUBSCRIPTION

    


    (to be
filed out only
by the Company)

    


    The
Company hereby accepts the above application for subscription for Shares on
behalf of the Company.

    


    Dated:
_____________ ___, 2007

    


    


    ENTERTAINMENT ART, INC.

    


    


    


     

    
      	 	
               

              By:______________________________\

            
	
               
      

            	
               

              Name:

            


    

    
      	
               
      

            	
               

              Title:

            


    

    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ENTERTAINMENT
ART, INC.

    


    


    INVESTOR
QUESTIONNAIRE

    


    
      	
              A.

            	
              General Information

               

            	 
      
	 
      	 
      	 
      
	
              1.

            	
              Print
      Full Name of Investor:

            	
              Individual:

            
	 
      	 
      	
              ______________________________

            
	 
      	 
      	
              First,
      Middle, Last

            
	 
      	 
      	 
      
	 
      	 
      	
              Partnership,
      Corporation, Trust, Custodial Account, Other:

            
	 
      	 
      	 
      
	 
      	 
      	
              ____________________________________________________________

            
	 
      	 
      	
              Name
      of Entity

            
	 
      	 
      	 
      
	
              2.

            	
              Address
      for Notices:

            	
              ____________________________________________________________

            
	 
      	 
      	
              ______________________________

            
	 
      	 
      	
              ____________________________________________________________

            
	 
      	 
      	 
      
	
              3.

            	
              Name
      of Primary Contact Person:

              Title:

            	
              ____________________________________________________________

            
	 
      	 
      	 
      
	
              4.

            	
              Telephone
      Number:

            	
              ______________________________

            
	 
      	 
      	 
      
	
              5.

            	
              E-Mail
      Address:

            	
              ____________________________________________________________

            
	 
      	 
      	 
      
	
              6.

            	
              Facsimile
      Number:

              Permanent
      Address:

               

            	
              ____________________________________

            
	
               

              7.

            	
               

              Permanent
      Address:

              (if
      different from Address for Notices above)

               

            	
               

              ____________________________________________________________

            


    

    


    
      	
              8.

            	
              Authorized
      Signatory:

              Title:

            	
              ____________________________________

              ____________________________________

            
	 
      	
              Telephone
      Number:

            	
              ____________________________________

            
	 
      	
              Facsimile
      Number:

               

            	
              ____________________________________

            


    

    


    B.           Accredited Investor
Status

    


    The
Investor represents and warrants that the Investor is an “accredited investor”
within the meaning of Rule 501 of Regulation D under the Securities Act of 1933,
as amended (the “Securities Act”), and has checked the box or boxes below which
are next to the categories under which the Investor qualifies as an accredited
investor:

     

    


    
      	
              FOR
      INDIVIDUALS:

               

            
	
              o

            	
              A
      natural person with individual net worth (or joint net worth with spouse)
      in excess of $1 million. For purposes of this item, “net worth” means the
      excess of total assets at fair market value, including home, home
      furnishings and automobiles (and including property owned by a spouse),
      over total liabilities.

            	 
      
	 
      	 
      	 
      
	
              o

            	
              A
      natural person with individual income (without including any income of the
      Investor’s spouse) in excess of $200,000, or joint income with spouse of
      $300,000, in each of the two most recent years and who reasonably expects
      to reach the same income level in the current year.

            	 
      
	 
      	 
      	 
      
	
              FOR
      ENTITIES:

            
	 
      	 
      	 
      
	
              o

            	
              A
      bank as defined in Section 3(a)(2) of the Securities Act or any savings
      and loan association or other institution as defined in Section 3(a)(5)(A)
      of the Securities Act, whether acting in its individual or fiduciary
      capacity.

            	 
      
	 
      	 
      	 
      
	
              o

            	
              An
      insurance company as defined in Section 2(13) of the Securities
      Act.

            	 
      
	 
      	 
      	 
      
	
              o

            	
              A
      broker-dealer registered pursuant to Section 15 of the Securities Exchange
      Act of 1934.

            	 
      
	 
      	 
      	 
      
	
              o

            	
              An
      investment company registered under the Investment Company Act of 1940, as
      amended (the “Investment Company Act”). If an Investor has checked this
      box, please contact David Lubin, Esq. at (516) 887-8200 for additional
      information that will be required.

            	 
      
	 
      	 
      	 
      
	
              o

            	
              A
      business development company as defined in Section 2(a)(48) of the
      Investment Company Act.

            	 
      
	 
      	 
      	 
      
	
              o

            	
              A
      small business investment company licensed by the Small Business
      Administration under Section 301(c) or (d) of the Small Business
      Investment Act of 1958.

            	 
      
	 
      	 
      	 
      
	
              o

            	
              A
      private business development company as defined in Section 202(a)(22) of
      the Investment Advisers Act of 1940. If an Investor has checked this box,
      please contact David Lubin, Esq. at (516) 887-8200 for additional
      information that will be required.

            	 
      
	 
      	 
      	 
      
	
              o

            	
              An
      organization described in Section 501(c)(3) of the Internal Revenue Code,
      a corporation, Massachusetts or similar business trust, or partnership,
      not formed for the specific purpose of acquiring the Shares, with total
      assets in excess of $5 million.

            	 
      
	 
      	 
      	 
      
	
              o

            	
              A
      trust with total assets in excess of $5 million not formed for the
      specific purpose of acquiring the Shares, whose purchase is directed by a
      person with such knowledge and experience in financial and business
      matters as to be capable of evaluating the merits and risks of an
      investment in the Company and the purchase of the Shares.

            	 
      
	 
      	 
      	 
      
	
              o

            	
              An
      employee benefit plan within the meaning of ERISA if the decision to
      invest in the Shares is made by a plan fiduciary, as defined in Section
      3(21) of ERISA, which is either a bank, savings and loan association,
      insurance company, or registered investment adviser, or if the employee
      benefit plan has total assets in excess of $5 million or, if a
      self-directed plan, with investment decisions made solely by persons that
      are accredited investors.

            	 
      
	 
      	 
      	 
      
	
              o

            	
              A
      plan established and maintained by a state, its political subdivisions, or
      any agency or instrumentality of a state or its political subdivisions,
      for the benefit of its employees, if the plan has total assets in excess
      of $5 million.

            	 
      


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	 
      	 
      
	
              o

            	
              An
      entity, including a grantor trust, in which all of the equity owners are
      accredited investors as determined under any of the foregoing paragraphs
      (for this purpose, a beneficiary of a trust is not an equity owner, but
      the grantor of a grantor trust is an equity
  owner).

            


    

    


    C.           Supplemental Data for
Entities

    


    1.           If
the Investor is not a natural person, furnish the following supplemental data
(natural persons may skip this Section C of the Investor
Questionnaire):

    


    Legal
form of entity (trust, corporation, partnership, etc.):
_________________________

     

    


    Jurisdiction
of organization: ________________________________________________

    


    2.           Was
the Investor organized for the specific purpose of acquiring the
Shares?

    


    
      	
              o  Yes

            	
              o  No

            


    

    


    If the
answer to the above question is “Yes,” please contact David Lubin, Esq. at (516)
887-8200 for additional information that will be required.

    


    3.           Are
shareholders, partners or other holders of equity or beneficial interest in the
Investor able to decide individually whether to participate, or the extent of
their participation, in the Investor’s investment in the Company (i.e., can
shareholders, partners or other holders of equity or beneficial interest in the
Investor determine whether their capital will form part of the capital invested
by the Investor in the Company)?

    


    
      	
              o  Yes

            	
              o  No

            


    

    


    


    If the
answer to the above question is “Yes,” please contact David Lubin, Esq. at (516)
887-8200 for additional information that will be required.

    


    4(a).           Please
indicate whether or not the Investor is, or is acting on behalf of, (i) an
employee benefit plan within the meaning of Section 3(3) of ERISA, whether or not such plan is
subject to ERISA, or (ii) an entity which is deemed to hold the assets of
any such employee benefit plan pursuant to 29 C.F.R. § 2510.3-101. For example,
a plan which is maintained by a foreign corporation, governmental entity or
church, a Keogh plan covering no common-law employees and an individual
retirement account are employee benefit plans within the meaning of Section 3(3)
of ERISA but generally are not subject to ERISA (collectively, “Non-ERISA Plans”). In
general, a foreign or US entity which is not an operating company and which is
not publicly traded or registered as an investment company under the Investment
Company Act of 1940, as


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    amended,
and in which 25% or more of the value of any class of equity interest is held by
employee pension or welfare plans (including an entity which is deemed to hold
the assets of any such plan), would be deemed to hold the assets of one or more
employee benefit plans pursuant to 29 C.F.R. § 2510.3-101. However, if only
Non-ERISA Plans were invested in such an entity, the entity generally would not
be subject to ERISA. For purposes of determining whether this 25% threshold has
been met or exceeded, the value of any equity interest held by a person (other
than such a plan or entity) who has discretionary authority or control with
respect to the assets of the entity, or any person who provides investment
advice for a fee (direct or indirect) with respect to such assets, or any
affiliate of such a person, is disregarded.

    


    
      	
              o  Yes

            	
              o  No

            


    

    


    4(b).                      If
the Investor is, or is acting on behalf of, such an employee benefit plan, or is
an entity deemed to hold the assets of any such plan or plans, please indicate
whether or not the Investor is subject to ERISA.

    


    
      	
              o  Yes

            	
              o  No

            


    

    


    4(c.)           If
the Investor answered “Yes” to question 4.(b) and the Investor is investing the
assets of an insurance company general account, please indicate what percentage
of the Investor’s assets the purchase of the Shares is subject to ERISA.
___________%.

    


    5.           Does
the amount of the Investor’s subscription for the Shares in the Company exceed
40% of the total assets (on a consolidated basis with its subsidiaries) of the
Investor?

    


    
      	
              o   Yes

            	
              o   No

            


    

    


    If the
question above was answered “Yes,” please contact David Lubin, Esq. at (516)
887-8200 for additional information that will be required.

    


    6(a).           Is
the Investor a private investment company which is not registered under the
Investment Company Act, in reliance on Section 3(c)(1) or Section 3(c)(7)
thereof?

    


    
      	
              o  Yes

            	
              o  No

            


    

    


    6(b).                      If
the question above was answered “Yes,” was the Investor formed prior to April
30, 1996?

    


    
      	
              o  Yes

            	
              o  No

            


    

    


    If the
questions set forth in (a) and (b) above were both answered “Yes,” please
contact David Lubin, Esq. at (516) 887-8200 for additional information that will
be required.

    


    7(a).           Is
the Investor a grantor trust, a partnership or an S-Corporation for US federal
income tax purposes?


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
              o  Yes

            	
              o  No

            


    

    


    7(b).                      If
the question above was answered “Yes,” please indicate whether or
not:

    


    (i) more
than 50 percent of the value of the ownership interest of any beneficial owner
in the Investor is (or may at any time during the term of the Company be)
attributable to the Investor’s (direct or indirect) interest in the Company;
or

     

    


    
      	
              o  Yes

            	
              o  No

            


    

    


    (ii) it
is a principal purpose of the Investor’s participation in the Company to permit
the Partnership to satisfy the 100 partner limitation contained in US Treasury
Regulation Section 1.7704-1(h)(3).

     

    


    
      	
              o  Yes

            	
              o  No

            


    

    


    If either
question above was answered “Yes,” please contact David Lubin, Esq. at (516)
887-8200 for additional information that will be required.

    


    8.           If
the Investor’s tax year ends on a date other than December 31, please indicate
such date below:

    


    
      	 
      	
              ____________________________________

            
	 
      	
              (Date)

            


    

    


    D.           
Related
Parties

    


    1.           To
the best of the Investor’s knowledge, does the Investor control, or is the
Investor controlled by or under common control with, any other investor in the
Company?

    


    
      	
              o  Yes

            	
              o  No

            


    

    


    If the answer above was answered “Yes”,
please identify such related investor(s) below.

    


    Name(s) of related investor(s):
______________________________________________

    ____________________________________________________________________________________________________________________________________________________________

    


    2.           Will
any other person or persons have a beneficial interest in the Shares to be
acquired hereunder (other than as a shareholder, partner, or other beneficial
owner of equity interest in the Investor)?

    


    
      	
              o  Yes

            	
              o  No

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    If either question above was answered
“Yes”, please contact David Lubin, Esq. at (516) 887-8200 for additional
information that will be required.

    


    


    The
Investor understands that the foregoing information will be relied upon by the
Company for the purpose of determining the eligibility of the Investor to
purchase the Shares. The Investor agrees to notify the Company immediately if
any representation or warranty contained in this Subscription Agreement,
including this Investor Questionnaire, becomes untrue at any time. The Investor
agrees to provide, if requested, any additional information that may reasonably
be required to substantiate the Investor’s status as an accredited investor or
to otherwise determine the eligibility of the Investor to purchase the Shares.
The Investor agrees to indemnify and hold harmless the Company and each officer,
director, shareholder, agent and representative of the Company and their
respective affiliates and successors and assigns from and against any loss,
damage or liability due to or arising out of a breach of any representation,
warranty or agreement of the Investor contained herein.

    


    


    
      	 
      	
              INDIVIDUAL:

            
	 
      	 
      
	 
      	
              ____________________________________

            
	 
      	
              (Signature)

            
	 
      	 
      
	 
      	
              ____________________________________

            
	 
      	
              (Print
      Name)

            
	 
      	 
      
	 
      	
              PARTNERSHIP,
      CORPORATION, TRUST, CUSTODIAL ACCOUNT, OTHER:

            
	 
      	 
      
	 
      	
              ___________________________________

            
	 
      	
              (Name
      of Entity)

            
	 
      	 
      
	 
      	
              By:  ________________________________

            
	 
      	
              (Signature)

            
	 
      	 
      
	 
      	
                     ________________________________

            
	 
      	
              (Print
      Name and Title)

            


    

    


    


    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Annex
1

    


    DEFINITION
OF “INVESTMENTS”

    


    The term
“investments” means:

    


    (1)           Securities,
other than securities of an issuer that controls, is controlled by, or is under
common control with, the Investor that owns such securities, unless the issuer
of such securities is:

    


    (i)           An
investment company or a company that would be an investment company but for the
exclusions or exemptions provided by the Investment Company Act, or a commodity
pool; or

    


    
      	
               
      

            	
              (ii)

            	
              a
      Public Company (as defined below);

            


    

    


    (iii)           A
company with shareholders’ equity of not less than $50 million (determined in
accordance with generally accepted accounting principles) as reflected on the
company’s most recent financial statements, provided that such financial
statements present the information as of a date within 16 months preceding the
date on which the Investor acquires Shares;

    


    (2)           Real
estate held for investment purposes;

    


    (3)           Commodity
Shares (as defined below) held for investment purposes;

    


    (4)           Physical
Commodities (as defined below) held for investment purposes;

    


    (5)           To
the extent not securities, Financial Contracts (as defined below) entered into
for investment purposes;

    


    (6)           In
the case of an Investor that is a company that would be an investment company
but for the exclusions provided by Section 3(c)(1) or 3(c)(7) of the Investment
Company Act, or a commodity pool, any amounts payable to such Investor pursuant
to a firm agreement or similar binding commitment pursuant to which a person has
agreed to acquire an interest in, or make capital contributions to, the Investor
upon the demand of the Investor; and

    


    (7)           Cash
and cash equivalents held for investment purposes.

    


    Real Estate that is used by the owner
or a Related Person (as defined below) of the owner for personal purposes, or as
a place of business, or in connection with the conduct of the trade or business
of such owner or a Related Person of the owner, will NOT be considered Real
Estate held for investment purposes, provided that real estate owned by an
Investor who is engaged primarily in the business of investing, trading or
developing real estate in connection with such business may be deemed to be held
for investment purposes. However, residential real estate will


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    not be
deemed to be used for personal purposes if deductions with respect to such real
estate are not disallowed by section 280A of the Internal Revenue Code of 1986,
as amended.

    


    A Commodity Interest or Physical
Commodity owned, or a Financial Contract entered into, by the Investor who is
engaged primarily in the business of investing, reinvesting, or trading in
Commodity Shares, Physical Commodities or Financial Contracts in connection with
such business may be deemed to be held for investment purposes.

    


    “Commodity Shares” means commodity
futures contracts, options on commodity futures contracts, and options on
physical commodities traded on or subject to the rules of:

    


    (i)           Any
contract market designated for trading such transactions under the Commodity
Exchange Act and the rules thereunder; or

    


    (ii)           Any
board of trade or exchange outside the United States, as contemplated in Part 30
of the rules under the Commodity Exchange Act.

    


    “Public Company” means a company
that:

    


    (i)           files
reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934,
as amended; or

    


    (ii)           has
a class of securities that are listed on a Designated Offshore Securities
Market, as defined by Regulation S of the Securities Act.

    


    “Financial Contract” means any
arrangement that:

    


    (i)           takes
the form of an individually negotiated contract, agreement, or option to buy,
sell, lend, swap, or repurchase, or other similar individually negotiated
transaction commonly entered into by participants in the financial
markets;

    


    (ii)           is
in respect of securities, commodities, currencies, interest or other rates,
other measures of value, or any other financial or economic interest similar in
purpose or function to any of the foregoing; and

    


    (iii)           is
entered into in response to a request from a counter party for a quotation, or
is otherwise entered into and structured to accommodate the objectives of the
counterparty to such arrangement.

    


    “Physical Commodities” means any
physical commodity with respect to which a Commodity Interest is traded on a
market specified in the definition of Commodity Shares above.

    


    “Related Person” means a person who is
related to the Investor as a sibling, spouse or former spouse, or is a direct
lineal descendant or ancestor by birth or adoption of the Investor, or is a
spouse of such descendant or ancestor, provided that, in the case of a Family
Company, a


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Related
Person includes any owner of the Family Company and any person who is a Related
Person of such an owner. “Family Company” means a company that is owned directly
or indirectly by or for two or more natural persons who are related as siblings
or spouse (including former spouses), or direct lineal descendants by birth or
adoption, spouses of such persons, the estates of such persons, or foundations,
charitable organizations or trusts established for the benefit of such
persons.

    


    For purposes of determining the amount
of investments owned by a company, there may be included investments owned by
majority-owned subsidiaries of the company and investments owned by a company
(“Parent Company”) of which the company is a majority-owned subsidiary, or by a
majority-owned subsidiary of the company and other majority-owned subsidiaries
of the Parent Company.

    


    In determining whether a natural person
is a qualified purchaser, there may be included in the amount of such person’s
investments any investment held jointly with such person’s spouse, or
investments in which such person shares with such person’s spouse a community
property or similar shared ownership interest. In determining whether spouses
who are making a joint investment in the Partnership are qualified purchasers,
there may be included in the amount of each spouse’s investments any investments
owned by the other spouse (whether or not such investments are held jointly).
There shall be deducted from the amount of any such investments any amounts
specified by paragraph 2(a) of Annex 2 incurred by such spouse.

    


    In determining whether a natural person
is a qualified purchaser, there may be included in the amount of such person’s
investments any investments held in an individual retirement account or similar
account the investments of which are directed by and held for the benefit of
such person.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Annex
2

    


    VALUATIONS
OF INVESTMENTS

    


    The general rule for determining the
value of investments in order to ascertain whether a person is a qualified
purchaser is that the value of the aggregate amount of investments owned and
invested on a discretionary basis by such person shall be their fair market
value on the most recent practicable date or their cost. This general rule is
subject to the following provisos:

    


    (1)           In
the case of Commodity Shares, the amount of investments shall be the value of
the initial margin or option premium deposited in connection with such Commodity
Shares; and

    


    (2)           In
each case, there shall be deducted from the amount of investments owned by such
person the following amounts:

    


    (i)           The
amount of any outstanding indebtedness incurred to acquire the investments owned
by such person.

    


    (ii)           A
Family Company, in addition to the amounts specified in paragraph (a) above,
shall have deducted from the value of such Family Company’s investments any
outstanding indebtedness incurred by an owner of the Family Company to acquire
such investments.