B
      Management, Inc.

    SUBSCRIPTION
      AGREEMENT

    


    B
      Management Inc.

    90
      Grove
      Street, Suite 02

    Ridgefield,
      CT 06877

     

    Ladies
      and Gentlemen:

    


    1. Subscription. The
      undersigned (the “Purchaser”), intending to be legally bound, hereby agrees to
      purchase from B Management, Inc. (the “Company”) one investment unit (the “Unit”
and collectively, the “Units”) in the amount of $5.00 per Unit as set forth on
      the signature page hereof. Each Unit consists of two hundred (200) shares of
      the
      Company’s common stock, par value $0.0001
      per
      share (the “Shares”). This
      subscription is submitted to you in accordance with and subject to the terms
      and
      conditions described in this Subscription Agreement and the LIMITED OFFERING
      MEMORANDUM of the Company, dated April
      1st, 2008, as amended or supplemented from time to time, including all
      attachments, schedules and exhibits thereto (the “Memorandum”), relating to the
      offering (the “Offering”) by the Company of $200
      in
      aggregate purchase price of Units. The purchase price per Unit shall be equal
      to
      $5.00.
      Purchasers may purchase a maximum of one
      (1) Unit.

     

    The
      terms
      of the Offering are more completely described in the Memorandum and such terms
      are incorporated herein in their entirety. Certain terms used but not otherwise
      defined herein shall have the respective meanings provided in the
      Memorandum.

     

    2. Payment.
      The
      Purchaser encloses herewith, cash, check payable to, or will immediately make
      a
      wire transfer payment to the Company in the full amount of the purchase price
      of
      the Units being subscribed for. Such funds will be held for the Purchaser’s
      benefit, and will be returned promptly, without interest, penalty, expense
      or
      deduction if this Subscription Agreement is not accepted by the Company or
      the
      Offering is terminated pursuant to its terms or by the Company. Together with
      the check for, or wire transfer of, the full purchase price, the Purchaser
      is
      delivering a completed and executed signature page of this Subscription
      Agreement.

     

    3. Acceptance
      of Subscription.
      The
      Purchaser understands and agrees that the Company reserves the right to accept
      or reject this or any other subscription for Units, in whole or in part, and
      in
      any order, notwithstanding prior receipt by the Purchaser of notice of
      acceptance of this subscription. The Company shall have no obligation hereunder
      until the Company shall execute and deliver to the Purchaser an executed copy
      of
      this Subscription Agreement. If this subscription is rejected in whole or the
      Offering is terminated, all funds received from the Purchaser will be returned
      without interest, penalty, expense or deduction, and this Subscription Agreement
      shall thereafter be of no further force or effect. If this subscription is
      rejected in part, and in any order, the funds for the rejected portion of this
      subscription will be returned without interest, penalty, expense or deduction,
      and this Subscription Agreement will continue in full force and effect to the
      extent this subscription was accepted.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    4. Representations
      and Warranties.
      The
      Purchaser hereby represents, warrants, acknowledges and agrees as
      follows:

     

    (a) The
      Shares offered pursuant to the Memorandum are not registered under the
      Securities Act of 1933, as amended (the “Securities Act”), or any state
      securities laws. The Purchaser understands that the offering and sale of the
      Units is intended to be exempt from registration under the Securities Act,
      by
      virtue of Section 4(2) thereof and the provisions of Regulation D promulgated
      thereunder, based, in part, upon the representations, warranties and agreements
      of the Purchaser contained in this Subscription Agreement;

     

    (b) The
      Purchaser and the Purchaser’s attorney, accountant, purchaser representative
      and/or tax advisor, if any (collectively, the “Advisors”), have received the
      Memorandum and all other documents requested by the Purchaser, have carefully
      reviewed them and understand the information contained therein, and the
      Purchaser and the Advisors, if any, prior to the execution of this Subscription
      Agreement, have had access to the same kind of information which would be
      available in a registration statement filed by the Company under the Securities
      Act;

     

    (c) Neither
      the Securities and Exchange Commission (the “SEC”) nor any state securities
      commission has approved the Units or the Shares included in the Units, or passed
      upon or endorsed the merits of the Offering or confirmed the accuracy or
      determined the adequacy of the Memorandum. The Memorandum has not been reviewed
      by any Federal, state or other regulatory authority;

     

    (d) All
      documents, records and books pertaining to the investment in the Units
      (including, without limitation, the Memorandum) have been made available for
      inspection by the Purchaser and the Advisors, if any;

     

    (e) The
      Purchaser and the Advisors, if any, have had a reasonable opportunity to ask
      questions of and receive answers from a person or persons acting on behalf
      of
      the Company concerning the offering of the Units and the business, financial
      condition, results of operations and prospects of the Company, and all such
      questions have been answered to the full satisfaction of the Purchaser and
      the
      Advisors, if any;

     

    (f) In
      evaluating the suitability of an investment in the Company, the Purchaser has
      not relied upon any representation or other information (oral or written) other
      than as stated in the Memorandum;

     

    (g) The
      Purchaser is unaware of, is in no way relying on, and did not become aware
      of
      the offering of the Units through or as a result of, any form of general
      solicitation or general advertising including, without limitation, any article,
      notice, advertisement or other communication published in any newspaper,
      magazine or similar media or broadcast over television or radio, in connection
      with the offering and sale of the Units and is not subscribing for Units and
      did
      not become aware of the offering of the Units through or as a result of any
      seminar or meeting to which the Purchaser was invited by, or any solicitation
      of
      a subscription by, a person not previously known to the Purchaser in connection
      with investments in securities generally;


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (h) The
      Purchaser has taken no action which would give rise to any claim by any person
      for brokerage commissions, finders’ fees or the like relating to this
      Subscription Agreement or the transactions contemplated hereby;

     

    (i) The
      Purchaser, together with its Advisors, if any, have such knowledge and
      experience in financial, tax, and business matters, and, in particular,
      investments in securities, so as to enable them to utilize the information
      made
      available to them in connection with the offering of the Units to evaluate
      the
      merits and risks of an investment in the Units and the Company and to make
      an
      informed investment decision with respect thereto;

     

    (j) The
      Purchaser is not relying on the Company or any of its employees or agents with
      respect to the legal, tax, economic and related considerations as to an
      investment in the Units, and the Purchaser has relied on the advice of, or
      has
      consulted with, only his own Advisors;

     

    (k) The
      Purchaser is acquiring the Units solely for the Purchaser’s own account for
      investment and not with a view to resale, assignment or distribution thereof,
      in
      whole or in part. The Purchaser has no agreement or arrangement, formal or
      informal, with any person to sell or transfer any of the Units, and the
      Purchaser has no plans to enter into any such agreement or
      arrangement;

     

    (l) The
      Purchaser must bear the substantial economic risks of the investment in the
      Units indefinitely because none of the securities included in the
      Units may
      be sold,
      hypothecated or otherwise disposed of unless subsequently registered under
      the
      Securities Act and applicable state securities laws or an exemption from such
      registration is available. Legends shall be placed on the Shares to the effect
      that they have not been registered under the Securities Act or applicable state
      securities laws and appropriate notations thereof will be made in the Company’s
      stock books. Stop transfer instructions will be placed with the transfer agent
      of the Shares. The Company has no obligation
      to register for resale the shares, and there can be no assurance that the
      registration of such shares will be undertaken by the Company. It is not
      anticipated that there will be any market for resale of the Shares included
      in
      the Units, and such shares will not be freely transferable at any time in the
      foreseeable future;

     

    (m) The
      Purchaser has adequate means of providing for such Purchaser’s current financial
      needs and foreseeable contingencies and has no need for liquidity of the
      investment in the Units for an indefinite period of time;

     

    (n) The
      Purchaser is aware that an investment in the Units involves a number of very
      significant risks and has carefully read and considered the matters set forth
      under the caption “Risk Factors” in the Memorandum, and otherwise referred to in
      the Memorandum;

     

    (o) The
      Purchaser meets the requirements of at least one of the suitability standards
      for an “accredited investor” as set forth on the Accredited Investor
      Questionnaire in the form of Exhibit
      B
      attached
      hereto or, if the Purchaser does not meet such standards, the Purchaser has
      completed the Nonaccredited Investor Questionnaire in the form of Exhibit
      C
      attached
      hereto;


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (p) The
      Purchaser: (i) if a natural person, represents that the Purchaser has reached
      the age of 21 and has full power and authority to execute and deliver this
      Subscription Agreement and all other related agreements or certificates and
      to
      carry out the provisions hereof and thereof; (ii) if a corporation, partnership,
      limited liability company or partnership, association, joint stock company,
      trust, unincorporated organization or other entity, such entity was not formed
      for the specific purpose of acquiring the Units, such entity is duly organized,
      validly existing and in good standing under the laws of the state of its
      organization, the consummation of the transactions contemplated hereby is
      authorized by, and will not result in a violation of state law or its charter
      or
      other organizational documents, such entity has full power and authority to
      execute and deliver this Subscription Agreement and all other related agreements
      or certificates and to carry out the provisions hereof and thereof and to
      purchase and hold the Shares, the execution and delivery of this Subscription
      Agreement has been duly authorized by all necessary action, this Subscription
      Agreement has been duly executed and delivered on behalf of such entity and
      is a
      legal, valid and binding obligation of such entity; and (iii) if executing
      this
      Subscription Agreement in a representative or fiduciary capacity, it has full
      power and authority to execute and deliver this Subscription Agreement in such
      capacity and on behalf of the subscribing individual, ward, partnership, trust,
      estate, corporation, limited liability company or limited liability partnership,
      or other entity for whom the Purchaser is executing this Subscription Agreement,
      and such individual, ward, partnership, trust, estate, corporation, limited
      liability company or partnership, or other entity has full right and power
      to
      perform pursuant to this Subscription Agreement and make an investment in the
      Company, and that this Subscription Agreement constitutes a legal, valid and
      binding obligation of such entity. The execution and delivery of this
      Subscription Agreement will not violate or be in conflict with any order,
      judgment, injunction, agreement or controlling document to which the Purchaser
      is a party or by which it is bound;

     

    (q) The
      Purchaser and the Advisors, if any, had the opportunity to obtain any additional
      information, to the extent the Company had such information in its possession
      or
      could acquire it without unreasonable effort or expense, necessary to verify
      the
      accuracy of the information contained in the Memorandum and all documents
      received or reviewed in connection with the purchase of the Units and have
      had
      the opportunity to have representatives of the Company provide them with such
      additional information regarding the terms and conditions of this particular
      investment and the financial condition, results of operations, business and
      prospects of the Company deemed relevant by the Purchaser or the Advisors,
      if
      any, and all such requested information, to the extent the Company had such
      information in its possession or could acquire it without unreasonable effort
      or
      expense, has been provided to its full satisfaction;

     

    (r) The
      Purchaser represents to the Company that any information which the undersigned
      has heretofore furnished or furnishes herewith to the Company is complete and
      accurate and may be relied upon by the Company in determining the availability
      of an exemption from registration under Federal and state securities laws in
      connection with the offering of securities as described in the Memorandum.
      The
      Purchaser further represents and warrants that it will notify and supply
      corrective information to the Company immediately upon the occurrence of any
      change therein occurring prior to the Company’s issuance of the securities
      contained in the Units;

     

    (s) The
      Purchaser has a sufficient net worth to sustain a loss of its entire investment
      in the Company in the event such a loss should occur. The Purchaser’s overall
      commitment to investments which are not readily marketable is not excessive
      in
      view of its net worth and financial circumstances and the purchase of the Units
      will not cause such commitment to become excessive. The investment is a suitable
      one for the Purchaser;


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (t) No
      oral
      or written representations have been made, or oral or written information
      furnished, to the Purchaser or the Advisors, if any, in connection with the
      offering of the Units or as to the Company, which are in any way inconsistent
      with the information contained in the Memorandum;

     

    (u) THE
      SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
      OF
      1933, AS AMENDED, OR THE SECURITIES LAWS OF CERTAIN STATES AND ARE BEING OFFERED
      AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SAID
      ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
      AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SAID
      ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. ALTHOUGH
      THE
      COMPANY HAS AN OBLIGATION TO REGISTER FOR RESALE THE SHARES OF COMMON STOCK
      UNDERLYING THE SECURITIES UNDER CERTAIN CIRCUMSTANCES, THERE CAN BE NO ASSURANCE
      THAT SUCH REGISTRATION WILL BE COMPLETED WITHIN THE TIME FRAMES REQUIRED, OR
      AT
      ALL. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
      AND
      EXCHANGE COMMISSION, ANY STATE SECURITIES COMMISSION OR ANY OTHER REGULATORY
      AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED
      THE
      MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY
      REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

     

    5. Irrevocability;
      Binding Effect.
      The
      Purchaser hereby acknowledges and agrees that the subscription hereunder is
      irrevocable by the Purchaser, except as required by applicable law, and that
      this Subscription Agreement shall survive the death or disability of the
      Purchaser and shall be binding upon and inure to the benefit of the parties
      and
      their heirs, executors, administrators, successors, legal representatives and
      permitted assigns. If the Purchaser is more than one person, the obligations
      of
      the Purchaser hereunder shall be joint and several and the covenants,
      agreements, representations, warranties, and acknowledgments herein shall be
      deemed to be made by and be binding upon each such person and such person’s
      heirs, executors, administrators, successors, legal representatives and
      permitted assigns.

     

    6. Modification.
      This
      Subscription Agreement shall not be modified or waived except by an instrument
      in writing signed by the party against whom any such modification or waiver
      is
      sought.

     

    7. Notices.
      Any
      notice or other communication required or permitted to be given hereunder shall
      be in writing and shall be mailed by certified mail, return receipt requested,
      sent by nationwide overnight courier or delivered against receipt to the party
      to whom it is to be given (a) if to Company, at the address set forth above,
      or
      (b) if to the Purchaser, at the address set forth on the signature page hereof
      (or, in either case, to such other address as the party shall have furnished
      in
      writing in accordance with the provisions of this Section). Any notice or other
      communication given by certified mail shall be deemed given at the time that
      it
      is signed for by the recipient except for a notice changing a party’s address
      which shall be deemed given at the time of receipt thereof. Any notice or other
      communication given by nationwide overnight courier shall be deemed given the
      next business day following being deposited with such courier.


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    8. Assignability.
      This
      Subscription Agreement and the rights, interests and obligations hereunder
      are
      not transferable or assignable by the Purchaser and the transfer or assignment
      of the Units or the underlying securities shall be made only in accordance
      with
      all applicable laws.

     

    9. Applicable
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York
      relating
      to contracts entered into and to be performed wholly within such
      State. 

     

    10. Blue
      Sky Qualification.
      The
      purchase of Units under this Subscription Agreement is expressly conditioned
      upon the exemption from qualification of the offer and sale of the Units from
      applicable Federal and state securities laws. The Company shall not be required
      to qualify this transaction under the securities laws of any jurisdiction and,
      should qualification be necessary, the Company shall be released from any and
      all obligations to maintain its offer, and may rescind any sale contracted,
      in
      such jurisdiction.

     

    11. Use
      of Pronouns.
      All
      pronouns and any variations thereof used herein shall be deemed to refer to
      the
      masculine, feminine, neuter, singular or plural as the identity of the person
      or
      persons referred to may require.

     

    12. Miscellaneous.

     

    (a) This
      Agreement and its exhibits and schedules constitutes the entire agreement
      between the Purchaser and the Company with respect to the subject matter hereof
      and supersedes all prior oral or written agreements and understandings, if
      any,
      relating to the subject matter hereof. The terms and provisions of this
      Agreement may be waived, or consent for the departure therefrom granted, only
      by
      a written document executed by the party entitled to the benefits of such terms
      or provisions. 

     

    (b) The
      Purchaser’s covenants, agreements, representations and warranties made in this
      Agreement shall survive the execution and delivery hereof and delivery of the
      Shares contained in the Units.

     

    (c) Each
      of
      the parties hereto shall pay its own fees and expenses (including the fees
      of
      any attorneys, accountants, appraisers or others engaged by such party) in
      connection with this Agreement and the transactions contemplated hereby whether
      or not the transactions contemplated hereby are consummated.

     

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


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (e) Each
      provision of this Subscription Agreement shall be considered separable and,
      if
      for any reason any provision or provisions hereof are determined to be invalid
      or contrary to applicable law, such invalidity or illegality shall not impair
      the operation of or affect the remaining portions of this Subscription
      Agreement.

     

    (f) Paragraph
      titles are for descriptive purposes only and shall not control or alter the
      meaning of this Subscription Agreement as set forth in the text.

     

    [Remainder
      of page intentionally left blank.]

     

    B
      Management, Inc.

    SIGNATURE
      PAGE TO FOLLOW


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SUBSCRIPTION
      AGREEMENT

     

    EXECUTION
      OF THIS AGREEMENT BY ANY PURCHASER SHALL BE DEEMED TO CONSTITUTE ACKNOWLEDGEMENT
      AND ACCEPTANCE OF THE TERMS OF REGISTRATION RIGHTS ANNEXED HERETO AS EXHIBIT
      A
      BY SUCH PURCHASER.

     

    Subscriber
      hereby elects to subscribe under the Subscription Agreement for a total of
      one
      Unit comprised
      of
200
      Shares per Unit,
      at a
      purchase price of $5.00
      per Unit.

    


    Date
      (NOTE: To be completed by subscriber): _______________, 2008. If the purchaser
      is an INDIVIDUAL, or if the purchasers are INDIVIDUALS who have purchased as
      JOINT TENANTS, as JOINT TENANTS with RIGHT OF SURVIVORSHIP, as TENANTS IN
      COMMON, or as COMMUNITY PROPERTY:

    


    
      	                        
              	 	                 
              
	
              Print
                Names(s)

            	 	
              Social
                Security Number(s)

            
	 	 	 
	              
              	 	           
              
	
              Signature(s)
                of Investor(s)

            	 	
              Joint
                Signature

            
	 	 	 
	             
              	 	              
              
	
              Address

            	 	
              Date

            


    

    


    If
      the
      purchaser is a PARTNERSHIP, CORPORATION, TRUST, LIMITED LIABILITY COMPANY or
      LIMITED LIABILITY PARTNERSHIP:

    


    
      	 	 	 
	
              Name
                of Partnership, Corporation, Trust, Limited Liability Company or
                Limited
                Liability Partnership 

               

              Address:
                

               

            	 	
              Federal
                Taxpayer

              Identification
                Number

            
	
              By:

            	                 
              	 	                
              
	 	 	 	 
	
              Name:

            	                  
              	 	
              State
                of Organization

            
	 	 	 	 
	
              Title:

            	                       
              	
            	 


    

    


    SUBSCRIPTION
      FOR ONE UNIT ACCEPTED AND AGREED TO this _____ day of __________
      2008.

    


    
      	
              B
                Management, Inc.

            
	 
	
              By:

            	              
              
	
              Name:

              Title: