exhibit10-6.htm


    


     

    K’S
MEDIA

     

    (FORMERLY
KINGLAKE RESOURCES, INC.)

     

    


     

    


     

    
      SUBSCRIPTION
DOCUMENTS

       

      


    


    GENERAL
INFORMATION

     

    Information
Regarding Subscription

     

    The
information contained herein is being furnished by the undersigned prospective
investor to enable K’s Media, a Nevada corporation (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 prospective 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 $3.00 per Unit.  Each Unit consists
of one (1) share of the Company’s Common Stock, one five-year warrant entitling
the holder thereof to purchase one (1) share of Common Stock at an exercise
price of $6.00 per share and one five-year warrant entitling the holder thereof
to purchase one (1) share of Common Stock at an exercise price of $9.00 per
share.

     

    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 the Securities
Act or Regulation D and Regulation S thereunder; 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.

     

    The
information contained in these Subscription Documents shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall there be any
sale of the Units referred to herein, in any jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration, exemption from
registration, or qualification under the securities laws of any such
jurisdiction.

     

    ALL
INFORMATION PROVIDED BY PROSPECTIVE PURCHASERS IN THESE SUBSCRIPTION DOCUMENTS
(INCLUDING THE INVESTOR QUESTIONNAIRE AND SUBSCRIPTION AGREEMENT) WILL BE
TREATED CONFIDENTIALLY.  Each prospective purchaser, however, agrees
that the Company 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, or if such disclosure is compelled by applicable
law or a court of competent jurisdiction.

     

    


     


    INSTRUCTIONS

     

    Prospective
purchasers of the Units must complete each of the documents included in the
attached subscription documents, in accordance with the instructions set forth
herein.  Please print the answers to all questions, marking any items
that are not applicable as “N/A.”

    


     

    
      	
              1.  

            	
              Enclosed
      are the following documents:

            


    

     

    
      	
              (a)  

            	
              Subscription
      Agreement.  Prospective purchasers of the Units
      must  carefully and fully read the Subscription Agreement, and
      execute the signature page, which is applicable to prospective
      purchasers.  On the appropriate signature page of the
      Subscription Agreement, the prospective purchaser 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 Common Stock
      and Warrants will be held.

            


    

     

    
      	
              (b)  

            	
              Investor
      Questionnaire.  Prospective purchasers of the Units must
      carefully and fully read the Investor Questionnaire, which can be found
      after the signature pages to the Subscription
      Agreement.  Complete the Investor Questionnaire and execute the
      signature page of the Investor Questionnaire where
    indicated.

            


    

     

    
      	
              (c)  

            	
              Confidential Private
      Placement Memorandum.  Prospective purchasers of the
      Units must carefully and fully read the Confidential Private Placement
      Memorandum and are advised to consult with such prospective investor’s
      tax, legal, accounting, and other advisers and the Company with respect to
      any questions or requests for additional information arising from the
      prospective purchaser’s review of the Confidential Private Placement
      Memorandum, prior to subscribing for
Units.

            


    

     

    
      	
              2.  

            	
              Payment.

            


    

     

    
      	
              (a)  

            	
              Payment
      of the purchase price may be made by:  (1) certified or bank
      check made payable to CHIU, SZETO & CHENG
      SOLICITORS as escrow agent for K’s Media; or (2) wire transfer of
      immediately available funds, contemporaneously with the execution and
      delivery of the Subscription Agreement, to United Commercial Bank Hong
      Kong Branch, 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 Commercial Bank Hong
      Kong Branch are as follows:

            


    

     

    Beneficiary
Bank: United Commercial Bank Hong Kong Branch

    Swift
BIC: UCBHHKHH

    Beneficiary
Bank Account No.:63682288

    


    Correspondent
Bank: United Commercial Bank, San Francisco

    Swift
BIC: UCBHUS6S

    Fedwire
No.: 321070450

    


    Beneficiary
Name: Chiu, Szeto & Cheng Solicitors

    Beneficiary
Account No.: 600933

    


    Remarks:
For K’s Media subscription fee

    


    FBO Corporate Escrow Services/K’S MEDIA (FORMERLY
KINGLAKE RESOURCES, INC.)

     

    
      	
              3.  

            	
              Return
      of Documents.

            


    

     

    Copies of
the signed Subscription Agreement and Investor Questionnaire should be delivered
to:  K’s Media at 10/F Building A, G.T. International Tower, ChaoYang
District, Beijing, China, Attention: Mr. Xin Wei.  If you should have
any questions, please contact Mr. Xin Wei at tel: (010) 5921-2230 or fax: (010)
5921-2229.

     


    NAME OF
SUBSCRIBER:  ___Fu, Song
Yang____________

     

    K's
Media

    10/F
Building A, G.T. International Tower

    ChaoYang
District, Beijing, China

    


    


    SUBSCRIPTION
AGREEMENT

     

    This
Subscription Agreement (the “Subscription
Agreement”) is being delivered to you in connection with your investment
in K’s Media, a Nevada corporation (the “Company”).  Each
Unit available for subscription pursuant to this Subscription Agreement consists
of:  one (1) share of the Company’s Common Stock, one five-year
warrant (the “Group A
Warrant”) entitling the holder thereof to purchase one (1) share of
Common Stock at an exercise price of $6.00 per share, and one five-year warrant
(the “Group B
Warrant”) entitling the holder thereof to purchase one (1) share of
Common Stock at an exercise price of $9.00 per share.  The Group A
Warrant and Group B Warrant are collectively referred to as the “Warrants.”  The
purchase price is $3.00 per Unit.  The Company may sell up to an
aggregate of 1,666,667 Units in this offering, or up to 1,833,334 Units if the
Company exercises its option to sell up to an additional 166,667
Units.  The Company may pay fees to any underwriters, finders, or
selling agents who assist it in the sale of Units.  The Company may
decrease the number of Units subscribed for by the undersigned in its sole
discretion, but shall not increase the number of Units subscribed for by the
undersigned without the written consent of the undersigned.

     

    
      	
              1.  

            	
              SUBSCRIPTION
      AND PURCHASE PRICE

            


    

     

    
      	
              (a)  

            	
              Subscription.  The
      undersigned hereby irrevocably subscribes for and agrees to purchase that
      number of Units indicated on page 13 of this Subscription Agreement on the
      terms and conditions described herein.  The Company may reject
      any subscription, in whole or in part, in its sole and absolute
      discretion.

            


    

     

    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 $3.00 per Unit, for an aggregate purchase price of $3.00
multiplied by the number of Units subscribed for (the “Aggregate Purchase
Price”), subject to the Company’s discretion to accept such lesser number
of Units as the Company shall determine in its discretion.  Subject to
the Company’s discretion to accept lesser amounts, the minimum Aggregate
Purchase Price is $30,000.  Payment of the Aggregate Purchase Price
shall be made by the undersigned, by: (1) certified or bank check made payable
to “Chiu, Szeto & Cheng Solicitors,” as escrow agent for K’s Media; (2) wire
transfer of immediately available funds, contemporaneously with the execution
and delivery of the Subscription Agreement, to United Commercial Bank Hong Kong
Branch, as escrow bank for the Escrow Agent, pursuant to the wire instructions
provided by the Company; or (3) a combination of (1) and (2) above.

     

    
      	
              (b)  

            	
              Escrow of Proceeds.  All subscription funds
      received will be deposited into a non-interest bearing escrow account
      established by the Company.  The escrow agent shall be United
      Commercial Bank Hong Kong Branch, as escrow bank for CHIU, SZETO &
      CHENG SOLICITORS (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 833,334 Units or $2,500,002.00 (the “Minimum
      Amount”); (ii) subscribers acceptable to the Company have delivered
      to the account of the Escrow Agent, or caused to be delivered to the
      account of the Escrow Agent, not less than $2,500,002.00; and (ii) the
      Company shall have received satisfactory evidence of compliance with all
      laws and regulations applicable to the offer and sale of the
      Units.

            


    

     

    


    
      	
              2.  

            	
              ACCEPTANCE
      AND CLOSING PROCEDURES

            


    

     

    
      	
              (a)  

            	
              Acceptance or
      Rejection.  The undersigned understands and agrees that
      this subscription may be accepted or rejected by the Company, in whole or
      in part, in its sole and absolute discretion, and if accepted, the Units
      (including the Warrants and Common Stock underlying the Warrants)
      purchased pursuant hereto will be issued only in the name of the
      undersigned as specified on the signature page of this Subscription
      Agreement.  The undersigned hereby acknowledges and agrees that
      the undersigned may not cancel, revoke, or withdraw its subscription
      hereunder without the written consent of the Company.  If the
      Company shall not have accepted this Subscription Agreement within sixty
      (60) 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 paid by the undersigned pursuant to this Subscription Agreement
      shall be returned promptly to the undersigned without
      interest.

            


    

     

    In the
event of rejection of the Subscription Agreement by the Company, 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, 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 undersigned the subscription amount 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 the Company,
      or such other place as determined by the Company, as soon as practicable
      after the Conditions are satisfied.  After the Initial Closing,
      additional closings (the “Subsequent
      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 purchase of the Units will terminate on July 31,
      2008, unless extended by the Company, in its sole discretion, without
      notice to the undersigned for a period of up to 90 additional days (the
      “Termination
      Date”).  The Company may terminate the offering of the
      Units 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 offering 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, acknowledgments,
and warranties to the Company with the intent that they be relied upon by the
Company 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, 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 is acquiring the Unit(s) solely for the undersigned’s own
      beneficial account, for investment purposes, and not with view to, or
      resale in connection with, any distribution of the securities comprising
      the Units, including the Common Stock, the Warrants, and such
      shares  of Common Stock into which the Warrants are
      exercisable;

            


    

     

    
      	
              (ii)  

            	
              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 Common Stock, the Warrants and the Common Stock underlying
      the Warrants) for which the undersigned hereby subscribes, and the
      undersigned has no present plans or intentions to enter into any such
      contract, undertaking, or
arrangement;

            


    

     

    
      	
              (iii)  

            	
              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 financial needs and contingencies, and has no need
      for liquidity with respect to the undersigned’s investment in the
      Company;

            


    

     

    
      	
              (iv)  

            	
              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
      under the Securities Act), 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

            


    

     

    
      	
              (v)  

            	
              The
      undersigned (together with the undersigned’s 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 representative(s), if any) has been
      furnished with a copy of the Private Placement Memorandum (the “Memorandum”)
      relating to the Company’s offering of the Units.  The
      undersigned acknowledges that the Company has made available to the
      undersigned (and the undersigned’s representatives, if any) or provided
      the undersigned (and/or the undersigned’s representatives, 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 representatives, 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 make an informed decision as to whether
      to invest in the Units.

            


    

     

    
      	
              (e)  

            	
              The
      undersigned is not relying on the Company, or any finder or selling agent,
      with respect to economic considerations involved in an investment in the
      Units.

            


    

     

    
      	
              (f)  

            	
              The
      undersigned represents, warrants, and agrees that he, she, or it will not
      sell or otherwise transfer the shares of Common Stock, the Warrants, or
      the shares of Common Stock into which the Warrants are exercisable 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
      Common Stock, the Warrants, nor the Common Stock underlying the Warrants
      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 Common Stock,
      Warrants, and Common Stock into which the Warrants are exercisable 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 Common Stock, Warrants, or the Common Stock
      underlying the Warrants 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
      Common Stock, Warrants, and Common Stock underlying the Warrants are
      further restricted by state securities laws and the provisions of this
      Subscription Agreement.

            


    

     

    
      	
              (g)  

            	
              No
      representations or warranties have been made to the undersigned by the
      Company 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
      Common Stock, Warrants, and Common Stock underlying the Warrants 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:

            


    

     

    "THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT") OR ANY APPLICABLE STATE SECURITIES LAWS, AND MAY NOT BE
SOLD, TRANSFERRED, OR OTHERWISE DISTRIBUTED DIRECTLY OR INDIRECTLY, IN THE
UNITED STATES, ITS TERRITORIES, POSSESSIONS, OR AREAS SUBJECT TO ITS
JURISDICTION, OR TO OR FOR THE ACCOUNT OR BENEFIT OF A "U.S. PERSON" AS THAT
TERM IS DEFINED IN RULE 902 OR REGULATION S OF THE ACT, AT ANY TIME PRIOR TO ONE
(1) YEAR AFTER THE ISSUANCE OF THIS CERTIFICATE, EXCEPT (i) IN CONJUNCTION WITH
AN EFFECTIVE REGISTRATION STATEMENT FOR THE SHARES UNDER SUCH ACT, OR (ii) IN
COMPLIANCE WITH AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT. ANY SALES,
TRANSFERS OR DISTRIBUTIONS OF THE SECURITIES MUST BE MADE IN ACCORDANCE WITH THE
PROVISIONS OF REGULATION S OF THE ACT."

    


    
      	
              (k)  

            	
              The
      undersigned represents and
warrants:

            


    

     

    
      	
              (i)  

            	
              The
      undersigned is not a "U.S. Person" as defined in Regulation S under the
      Securities Act (“Regulation S”);
      specifically the undersigned is
not:

            


    

     

    
      	
              (1)  

            	
              a
      natural person resident in the United States of America, including its
      territories and possessions (the "United
      States");

            


    

     

    
      	
              (2)  

            	
              a
      partnership or corporation organized or incorporated under the laws of the
      United States;

            


    

     

    
      	
              (3)  

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

            


    

     

    
      	
              (4)  

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

            


    

     

    
      	
              (5)  

            	
              an
      agency or branch of a foreign entity located in the United
      States;

            


    

     

    
      	
              (6)  

            	
              a
      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)  

            	
              a
      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;
or

            


    

     

    
      	
              (8)  

            	
              a
      partnership or corporation:

            


    

     

    
      	
              a.  

            	
              organized
      or incorporated under the laws of any foreign jurisdiction;
    or

            


    

     

    
      	
              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 subscription for the Units is originated, the undersigned
      will be outside the United States;

            


    

     

    
      	
              (iii)  

            	
              The
      undersigned is purchasing the Units for its own account and not on behalf
      of any U.S. Person and a sale of the Units has not been pre-arranged with
      a purchaser in the United States;

            


    

     

    
      	
              (iv)  

            	
              All
      offers and sales of the Units prior to the expiration of a period (the
      "Distribution
      Compliance Period") commencing on the date of the Initial Closing
      or Subsequent Closing (as defined herein), as the case may be, and ending
      one year thereafter, shall only be made in compliance with Regulation S,
      pursuant to registration of the Units under the Securities Act and
      applicable state securities laws, or pursuant to an exemption from such
      registration; and all offers and sales after the expiration of the
      Distribution Compliance Period shall be made only pursuant to such
      registration or to such exemption from registration;
  and

            


    

     

    
      	
              (v)  

            	
              The
      purchase of the Units by the undersigned is not a transaction (or an
      element of a series of transactions) that is part of any plan or scheme to
      evade the registration provisions of the Securities
  Act.

            


    

     

    
      	
              (l)  

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

            


    

     

    
      	
              4.  

            	
              THE
      COMPANY’S REPRESENTATIONS AND
WARRANTIES

            


    

     

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

     

    
      	
              (a)  

            	
              The
      Company has the corporate power and authority to execute and deliver this
      Subscription Agreement and to perform its obligations
      hereunder.

            


    

     

    
      	
              (b)  

            	
              The
      Common Stock and Warrants to be issued to the undersigned pursuant to this
      Subscription Agreement, when issued and delivered in accordance with the
      terms of this Subscription 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,
      when issued and delivered in accordance with this Subscription Agreement
      and the Warrants, 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 Subscription
      Agreement by the Company will conflict with the Company’s Articles of
      Incorporation, as amended, or By-laws, or result in a material 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.

            


    

     

    
      	
              5.  

            	
              COVENANTS
      FOLLOWING THE CLOSING; REGISTRATION
RIGHTS

            


    

     

    
      	
               
      

            	
              (a)

            	
              If
      Company shall determine to register any of its common stock under the
      Securities Act on any registration form prescribed by the Securities and
      Exchange Commission (the "SEC") either
      for its own account or the account of a security holder or holders
      exercising their respective demand registration rights, other than a
      registration on Form S-4 or S-8, a registration relating solely to a Rule
      145 transaction, or a registration on any registration form that does not
      permit secondary sales, Company
will:

            


    

     

    
      	
              (i)  

            	
              promptly
      give to undersigned written notice of the proposed registration, including
      notice deadlines; and

            


    

     

    
      	
              (ii)  

            	
              use
      its commercially reasonable efforts to include in such registration (and
      any related filing or qualification under applicable blue sky laws) all
      the Common Stock and shares of Common Stock underlying the Warrants (the
      "Registrable
      Securities”) which are specified in a written request or requests
      made by undersigned and received by Company within seven (7) days after
      the written notice from Company described in subsection (i) above is
      mailed or delivered by Company; provided, that in the event such
      registration is an underwritten offering on behalf of Company and the
      managing underwriter(s) advise Company that, in their opinion, the number
      of securities requested to be included in such registration exceeds the
      number which can be reasonably sold in such offering, or if certain
      marketing factors require limitation of the number of shares to be
      registered, then the number of Registrable Securities of undersigned which
      have been requested to be included in such registration may be reduced or
      excluded to the extent necessary.  The written request of
      undersigned may specify all or a part of Registrable Securities of
      undersigned but no less than 25% of Registrable Securities of
      undersigned.

            


    

     

    The
undersigned shall only be entitled to such piggyback registration rights on two
(2) occasions (and in only one occasion per 12 month period) and the piggyback
registration rights granted herein shall terminate at such time all of
Registrable Securities of undersigned have been sold pursuant to an effective
registration statement under the Securities Act or when all of Registrable
Securities of undersigned may be sold without application of the volume
restrictions pursuant to Rule 144, as determined by counsel to Company pursuant
to a written opinion letter to such effect, addressed and acceptable to
Company's transfer agent.

     

    
      	
               
      

            	
              (b)

            	
              If
      and whenever the Company is required by the provisions hereof to effect
      the registration of any shares of Registrable Securities under the
      Securities Act, the Company will, as expeditiously as is reasonably
      possible:

            


    

    


    
      	
               
      

            	
              (i)

            	
              prepare
      and file with the SEC a registration statement with respect to such
      securities and use its best efforts to cause such registration statement
      to become and remain effective for the period of the distribution
      contemplated thereby (determined as herein provided), and promptly provide
      to the holders of Registrable Securities copies of all filings and SEC
      letters of comment;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              prepare
      and file with the SEC such amendments and supplements to such registration
      statement and the prospectus used in connection therewith as may be
      necessary to keep such registration statement effective for eighteen (18)
      months following the effective date of such registration date and comply
      with the provisions of the Securities Act with respect to the disposition
      of all of the Registrable Securities covered by such registration
      statement in accordance with the seller's intended method of disposition
      set forth in such registration statement for such
  period;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              furnish
      to the seller, and to each underwriter if any, such number of copies of
      the registration statement and the prospectus included therein (including
      each preliminary prospectus) as such persons reasonably may request in
      order to facilitate the public sale or their disposition of the securities
      covered by such registration statement;
and

            


    

    


    
      	
               
      

            	
              (iv)

            	
              use
      its reasonable best efforts to register or qualify the seller's
      Registrable Securities covered by such registration statement under the
      securities or "blue sky" laws of such jurisdictions as the seller and in
      the case of an underwritten public offering, the managing underwriter,
      shall reasonably request, provided, however, that
      the Company shall not for any such purpose be required to qualify
      generally to transact business as a foreign corporation in any
      jurisdiction where it is not so qualified or to consent to general service
      of process in any such
jurisdiction.

            


    

    


    
      	
               
      

            	
              (c)

            	
              All
      expenses incurred by the Company in complying with this Section 5,
      including, without limitation, all registration and filing fees, printing
      expenses, fees and disbursements of counsel and independent public
      accountants for the Company, fees and expenses (including counsel fees)
      incurred in connection with complying with state securities or "blue sky"
      laws, fees of the National Association of Securities Dealers, Inc.,
      transfer taxes, fees of transfer agents and registrars, fee of one
      counsel, if any, to represent all the sellers, and costs of insurance are
      called "Registration
      Expenses."  All underwriting discounts and selling
      commissions applicable to the sale of Registrable Securities, including
      any fees and disbursements of any special counsel to the sellers, are
      called "Selling
      Expenses."  The seller shall pay the fees of its own
      additional counsel, if any.  The Company will pay all
      Registration Expenses in connection with the registration statement under
      this Section
      5.  All Selling Expenses in connection with each
      registration statement under this Section 5 shall
      be borne by the seller and may be apportioned among the various sellers in
      proportion to the number of shares sold by the seller relative to the
      number of shares sold under such registration statement or as all sellers
      thereunder may agree.

            


    

    


    
      	
              6.  

            	
              REDEMPTION
      OF COMMON STOCK.

            


    

     

    
      	
              (a)  

            	
              If,
      during the period beginning on the date of issuance of the Units and
      terminating on the date that is six (6) months following the date of
      issuance of the Units, the Company shall sell, or definitively contract to
      sell, shares of the Company’s Common Stock, or securities exercisable for
      or convertible into (and actually exercised or converted during such
      period) shares of Common Stock (excluding any Excluded Shares (as defined
      below)) (the ”Additional
      Shares”), to a third party purchaser at a price less than $3.00 per
      share of Common Stock (as adjusted for stock splits, stock dividends,
      recapitalizations, and similar transactions), the Company shall either, at
      its option, (i) repurchase all Units issued hereunder, including all
      Warrants and shares of Common Stock received upon exercise of Warrants, at
      a purchase price equal to $3.00 per Unit; provided, however, that
      if the Company shall redeem any Warrant in accordance with the terms of
      the Warrants by virtue of application of Section 6(a) or such Warrant, in
      such case the Company shall be required to purchase the Units pursuant to
      this subsection (i) of Section 6(a) of
      this Subscription Agreement for the purchase price set forth in this Section
      6(a)(i); or (ii) issue to the undersigned or its assigns a number
      of shares of Common Stock equal to the number obtained by dividing the
      quotient, the numerator of which shall be the product of (A) the number of
      Additional Shares of Common Stock issued and (B) the difference between
      (x) $3.00 and (y) the weighted average purchase price for the Additional
      Shares, and the denominator of which shall be $3.00 (each as adjusted for
      stock splits, stock dividends, recapitalizations, and similar
      transactions).  Upon the Company’s election to issue additional
      shares of Common Stock pursuant to subsection (ii) of this Section 6(a),
      the Company shall promptly compute such adjustment in accordance with the
      terms hereof and prepare and furnish to the undersigned a certificate (the
      “Adjustment
      Certificate”) setting forth such adjustment and showing in detail
      the method of calculation upon which such adjustment is
      based.  Promptly following, or together with delivery of the
      Adjustment Certificate, the Company shall prepare and deliver to the
      undersigned a certificate representing the additional shares of Common
      Stock to be issued hereunder, if any.  As used in this Section 6(a),
      the term “Excluded
      Shares” means shares of Common Stock, or derivatives exercisable
      for or convertible into shares of Common Stock
  issued

            


    

     

    
      	
               
      

            	
              (i)

            	
              upon
      conversion of shares of the Company’s preferred
  stock;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              to
      employees, consultants, or directors pursuant to stock option, stock
      grant, stock purchase, or similar plans or arrangements approved by the
      board of directors, including without limitation upon the exercise of
      options thereunder;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              to
      equipment lessors, banks, financial institutions, or similar entities in
      transactions approved by the board of directors, the principal purpose of
      which is other than the raising of
equity;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              as
      a dividend or other distribution in connection with which an adjustment to
      the Purchase Price is made pursuant to this Section
      6;

            


    

     

    
      	
               
      

            	
              (v)

            	
              in
      connection with an initial public offering registered pursuant to Section
      5 of the Securities Act;

            


    

     

    
      	
               
      

            	
              (vi)

            	
              in
      a merger or acquisition that is approved by the board of
      directors;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              pursuant
      to any transactions approved by the board of directors primarily for the
      purpose of (A) joint ventures, technology licensing, or research and
      development activities, (B) distribution or manufacture of the
      Company’s products or services, or (C) any other transactions
      involving corporate partners, in each case the principal purpose of which
      is other than the raising of equity;
and

            


    

     

    
      	
               
      

            	
              (viii)

            	
              upon
      exercise of any warrants to purchase shares of Common Stock or preferred
      stock, or upon conversion of notes convertible for shares of Common Stock
      or preferred stock, that are outstanding as of the date
      hereof.

            


    

     

    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 public announcement 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 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 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, directors,
      employees, and its affiliates and each other person, if any, who controls
      any of the foregoing in connection with this transaction, including, but
      not limited to, information provided by the undersigned in connection with
      the registration of securities pursuant to Section 5 of
      this Subscription Agreement.

            


    

     

    8.       MISCELLANEOUS
PROVISIONS

     

    
      	
              (a)  

            	
              Modification.  Neither
      this Subscription 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 such 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 herein 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
      Subscription 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
      Subscription Agreement shall be binding upon, and inure to the benefit of,
      the parties to this Subscription Agreement and their heirs, executors,
      administrators, successors, legal representatives, and
      assigns.  If 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
      Subscription Agreement is not transferable or assignable by the
      undersigned.

            


    

     

    
      	
              (f)  

            	
              Enforcement.  This
      Subscription Agreement shall be governed by and construed in accordance
      with the laws of the State of Nevada, without giving effect to conflicts
      of law principles.

            


    

     

     

     

    The
undersigned hereby subscribes for the Units in the amount indicated below,
acknowledges that the information contained in the Investor Questionnaire and
Subscription Agreement 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 __1,666,667_________
(insert number) Units
at $3.00 per Unit for a total purchase price of $_5,000,000_________
(number of Units x $3.00).  The undersigned will pay the purchase
price of the Units by (check
one):

     

    
      	
              ________

            	
              delivering
      a certified or bank check payable to Chiu, Szeto & Cheng
      Solicitors as escrow agent for K’s MEDIA,” together with this
      Subscription Agreement and the Investor Questionnaire.

            
	
              ___X_____

            	
              sending
      by wire transfer the purchase price of the Units to United Commercial Bank Hong
      Kong Branch 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):

     

    
      	
              X_  Individual

            	 
      	
              __
      Partnership

            
	
              __  Tenants
      by the Entireties*

            	 
      	
              __
      Limited Liability Partnership

            
	
              __  Joint
      Tenants with Rights ofSurvivorship*

            	 
      	
              __
      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.

               

            	 
      	 
      


    

    


     


    SIGNATURE
PAGE FOR INDIVIDUAL SUBSCRIBERS

     

    IN
WITNESS WHEREOF, the undersigned has duly caused this Subscription Agreement to
be signed as of this _____ day of ________, 2008.

     

    
      	
               

              _____________________________________________________________________________

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

               

            
	
                                                                         

               Name
      (Please Print)

            	 
      	 
      
	
                                                                         

               Address
      of Principal Residence

            	 
      	 
      
	
                                                                         

               City,
      State and Zip Code

            	 
      	 
      
	
               

               Country

            	 
      	 
      
	
                                                                         

               Social
      Security Number

            	 
      	 
      
	
                                                                         

               Telephone
      Number

            	 
      	 
      
	
                                                                         

               Fax
      Number (if available)

            	 
      	 
      
	
                                                                         

               E-Mail
      (if available)

            	 
      	 
      
	
                                                                         

               (Signature)

            	 
      	 
      


    

    


    ACCEPTANCE

     

    This
Subscription Agreement is accepted as of this ________ day of July,
2008 for the purchase of ___________Units.

     

    
      
        	 	
                K'S
      MEDIA

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	Xin Wei	 
	 	 	 	 
	 	 	Its Director and CFO	 
	 	 	 	 


      

    

     

     


    SIGNATURE
PAGE FOR SUBSCRIBERS THAT ARE ENTITIES

     

    IN
WITNESS WHEREOF, the undersigned has duly caused this Subscription Agreement to
be signed on its behalf, in its corporate name and by a duly authorized officer,
as of this _____ day of July, 2008.

     

    
      	
               

              ____________________________________________________________________________

              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

               

            


    

     

    ACCEPTANCE

     

    This
Subscription Agreement is accepted as of this __________ day of
_________________, 2008 for the purchase of __________ Units.

     

    
      
        	 	

                K'S
      MEDIA

              	 
	 	 	 	 
	
                 

              	
                By:
      

              	Xin Wei	 
	 	 	

                Its:
      Director and CFO

              	 
	 	 	 	 
	 	 	 	 


      

    

     


    INVESTOR
QUESTIONNAIRE

     

    PART
I: INFORMATION TO BE PROVIDED BY ALL INVESTORS.

     

    A. Name of
Purchaser:                                                        Fu Song
Yang                                                  

     

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

     

    
      	
               
      

            	
              __X__

            	
              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.

            


    

     

    
      	
               
      

            	
              __X__

            	
              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 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 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).

            


    

     

    
      	
               
      

            	
              _____

            	
              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).

            


    

     

    
      	
               
      

            	
              _____

            	
              You
      are a “non-U.S. Person” as that term is defined in Section 3(k) 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 __X__

    


    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 __X__

    


    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.

    


    
      	 
      
	 
      
	 
      


    



    PART
II: INFORMATION TO BE PROVIDED BY INDIVIDUAL INVESTORS:

     

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

     

    Occupation:                      Business
owner                                                                                       

     

    Employer:                         TangShan RuiFeng Strip Steel
Ltd. Corp.____

     

    If
self-employed, provide the following information:

     

    Name of
business:                                                                                                          

     

    Length of
time engaged in current business:  3_ 
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:

     

    __X__
Yes                             ____
No

     

    Education:

     

    
      	
              Year

            	
              School

            	
              Field
      of Study

            	
              Degree

            	
              Date
      Conferred

            
	
              2007

            	
              University
      of British Columbia

            	
               Business

            	
               Bachelor

            	
              May,
      2007

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      


    

    


     

    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:

     

    __X__  often                                   _____
occasionally                                            _____
seldom    ____ never

     

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

     

    __X__  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?

     

    __X__  Yes                             ____
No

     

     

    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 the undersigned has subscribed for the
purchase of Units.

     

    
      	
                                                     

              Name
      of Purchaser  [please print]

               

               

                                                     

              Signature
      of Purchaser (Entities please

                provide
      signature of Purchaser's duly

                authorized
      signatory.)

               

                                                     

              Name
      of Signatory (Entities only)

               

                                                     

              Title
      of Signatory (Entities only)