**Exhibit 4.19**

**SUBSCRIPTION AGREEMENT**

To:                            **RADVIEW SOFTWARE****LTD.** (the “Corporation” or the “Issuer”)14 Hamelacha Street, Park Afek, Rosh Ha’ayin 48091 Israel

The undersigned (the “Subscriber”)hereby acknowledges that the Corporation is proceeding with a private placementof units (each, a “Unit”), with each Unit consisting of:

(i)                                  Ten(10) ordinary shares par value NIS 0.01 of the Corporation (each a “Share”); and

(ii)                               Seven (7) Share Purchase Warrants (each a “Warrant”);each Warrant will entitle the holder to purchase one (1) additional Share at aprice of $0.06 per Share if exercised on or before the date that is five yearsafter the date of the issuance of the Warrant.

TheSubscriber hereby tenders to the Corporation this subscription offerwhich, upon acceptance by the Corporation, will constitute an agreement of theSubscriber to subscribe for, take up, purchase and pay for and, on the part ofthe Corporation, to issue and sell to the Subscriber the number of Units setout below on the terms and subject to the conditions set out in thisAgreement.  There is a minimumsubscription amount of $100,000.

| Number of Units:                         |   |   |   |
|------------------------------------------|--------|--------|--------|
|                                     |   |   |   |
| Total Purchase  Price at $0.60 per Unit: |   | $      |   |   |
|                                          |        |        |        |  |

 

DATED this                day of                                ,2007.

 
|                                                  |   |                        |   |   |
|--------------------------------------------------|--------|-----------------------------|--------|--------|
| (Name of Subscriber - please print)              |   | (Subscriber’s Address) |
|                                             |   |                        |
| by:                                              |   |                        |   |   |   |
| (Official Capacity or Title - please print)      |   |                        |
|                                             |   |                        |   |
|                                             |   | (Telephone Number)          |
|                                             |   |                        |   |   |
| Authorized Signature                             |   | (Facsimile Number)          |
|                                             |   |                        |
|                                             |   |                        |   |   |
| (Please print name of individual whose signature |   | (E-mail Address)            |
| appears above if different than the name of the  |   |                        |
| Subscriber printed above).                       |   |                        |
|                                                  |        |                             |        |        |  |

 

If Registration or deliveryinstructions are different from the address listed above, please advise theIssuer at the time of subscription.

This subscription is accepted by the Corporation this _______ day of __________________, 2007.
| **RADVIEW SOFTWARE LTD.** |
|---------------------------|
| ** **                |
| Per:                      |
|                      |   |
| Authorized Signatory      |

 

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# 1.                                       **Interpretation**

1.1.                              Inthis Agreement, unless the context otherwise requires:

“**1933 Act**” meansthe United States *Securities Act of 1933*,as amended;

“**Accredited Investor**”has the meaning set forth in Appendix I hereto;

“**Closing**” meansthe day on which the transaction hereof is consummated pursuant to the terms ofSection 5 below;

“**Commission**”means the United States Securities and Exchange Commission;

 “**Exemption**” means the exemptions from the prospectusrequirements of the 1933 Act;

“**Parties**” or “**Party**” means the Subscriber, the Corporation or both, as thecontext requires;

“**Private Placement**”means the offering of the Units by the Issuer;

“**Regulation S**”means Regulation S promulgated under the 1933 Act;

“**Regulatory Authorities**”means the Commission and the securities regulatory authorities in an internationaljurisdiction;

 “**Shares**” means ordinary shares par value NIS 1.00 each of theCorporation;

“**Subscriber**” hasthe meaning ascribed to it on the cover page;

“**Subscriber’s Units**”means those Units which the Subscriber has agreed to purchase under thisAgreement;

“**Subscription Proceeds**”means the total gross proceeds from the sale of Units under the PrivatePlacement;

“**United States**”means the United States of America, its territories and possessions, any stateof the United States and the District of Columbia;

“**U.S. Person**”has the meaning ascribed to it in Regulation S. Without limiting the foregoing,but for greater clarity in this Agreement, a U.S. Person includes, subject tothe exclusions set forth in Regulation S, (i) any natural person resident inthe United States, (ii) any partnership or corporation organized orincorporated under the laws of the United States, (iii) any estate or trust ofwhich any executor, administrator or trustee is a U.S. Person, (iv) anydiscretionary account or similar account (other than an estate or trust) heldby a dealer or other fiduciary organized, incorporated, or (if an individual)resident in the United States, and (v) any partnership or corporation organizedor incorporated under the laws of any non-U.S. jurisdiction which is formed bya U.S. Person principally for the purpose of investing in securities notregistered under the 1933 Act, unless it is organized or incorporated, andowned, by Accredited Investors who are not natural persons, estates or trusts.

1.2                                 ThisAgreement is to be read with all changes in gender or number as required by thecontext.

1.3                                 Theheadings in this Agreement are for convenience of reference only and do notaffect the interpretation of this Agreement.

1.4                                 Unlessotherwise indicated, all dollar amounts referred to in this Agreement are inlawful currency of the United States of America.

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1.5                                 ThisAgreement is governed by, subject to and interpreted in accordance with thelaws prevailing in the State of Israel. The competent courts in Tel Aviv shallhave sole and exclusive jurisdiction on and dispute arising out or inconnection with this Agreement.

# **2.****                                      representations, WARRANTIES, covenants andacknowledgements of the subscriber**

2.1                                 TheSubscriber acknowledges, represents, warrants and covenants to and with theCorporation that, as at the date given above and at the Closing:

(a)                                  noprospectus has been filed by the Corporation with any of the Commissions inconnection with the issuance of the Units, such issuance is exempted from theprospectus requirements of the 1933 Act and that:

(i)                                     theSubscriber is restricted from using most of the civil remedies available underthe 1933 Act;

(ii)                                  theSubscriber may not receive information that would otherwise be required to beprovided to it under the 1933 Act; and

(iii)                               theCorporation is relieved from certain obligations that would otherwise applyunder the 193 Act;

(b)                                 theSubscriber certifies that it is resident in the jurisdiction(s) set out on thefirst page of this Agreement;

(c)                                  theSubscriber is purchasing the Subscriber’s Units as principal for its ownaccount and not for the benefit of any other person, and is purchasing theSubscriber’s Units for investment only and not with a view to the resale ordistribution of all or any of the Subscriber’s Units;

(d)                                 theSubscriber acknowledges that:

(i)                                     nosecurities commission or similar regulatory authority has reviewed or passed onthe merits of the Units;

(ii)                                  thereis no government or other insurance covering the Units;

(iii)                               there are risks associatedwith the purchase of the Units;

(iv)                              thereare restrictions on the Subscriber’s ability to resell the Units and it is theresponsibility of the Subscriber to find out what those restrictions are and tocomply with them before selling the Units; and

(v)                                 theCorporation has advised the Subscriber that the Corporation is relying on anexemption to provide the Subscriber with a prospectus and to sell securitiesthrough a person registered to sell securities under the 1933 Act and, as aconsequence of acquiring Units pursuant to an Exemption, certain protections,rights and remedies provided by the 1933 Act, including statutory rights ofrescission or damages, will not be available to the Subscriber;

(e)                                  theSubscriber is an Accredited Investor, by virtue of the fact that the Subscriberfalls within one or more of the sub-paragraphs of the definition of AccreditedInvestor set out in Appendix I, and the Subscriber has checked thesub-paragraph(s) applicable to the Subscriber);

(f)                                    noperson has made to the Subscriber any written or oral representations:

(i)                                     thatany person will resell or repurchase any of the Units;

(ii)                                  thatany person will refund the purchase price of any of the Units; or

(iii)                               as to the future priceor value of any of the Units;

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(g)                                 theSubscriber will not become a “control person” by virtue of the purchase of theSubscriber’s Shares, and does not intend to act in concert with any otherperson to form a control group of the Issuer;

(h)                                 theSubscriber has no knowledge of a “material fact” or “material change” in theaffairs of the Corporation that has not been generally disclosed to the public,save knowledge disclosed to it in connection with this particular transaction;

(i)                                     theoffer made by this subscription is irrevocable by the Subscriber and requiresacceptance by the Corporation;

(j)                                     theCorporation will have the right to accept this subscription offer in whole orin part and the acceptance of this subscription offer will be conditional uponthe sale of the Subscriber’s Units to the Subscriber being exempt from theprospectus and registration requirements under applicable relevant securitieslegislation;

(k)                                  theSubscriber has the legal capacity and competence to enter into and execute thisAgreement and to take all actions required pursuant hereto and, if anindividual is of full age of majority, and if the Subscriber is a corporationit is duly incorporated and validly subsisting under the laws of itsjurisdiction of incorporation, and all necessary approvals by its directors,shareholders and others have been given to authorize the execution of thisAgreement on behalf of the Subscriber;

(l)                                     theentering into of this Agreement and the transactions contemplated hereby willnot result in the violation of any of the terms and provisions of any lawapplicable to, or the constating documents of, the Subscriber or of anyagreement, written or oral, to which the Subscriber may be a party or by whichit is or may be bound;

(m)                               thisAgreement has been duly executed and delivered by the Subscriber andconstitutes a legal, valid and binding obligation of the Subscriber enforceableagainst the Subscriber;

(n)                                 theSubscriber has been advised  to consultits own legal advisors with respect to the applicable hold periods imposed inrespect of the Shares by applicable securities legislation and regulatorypolicies and confirms that

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no representations by theCorporation have been made respecting the hold periods applicable to the Units;

(o)                                 theSubscriber is aware of the risks and other characteristics of the Units and ofthe fact that the Subscriber may not be able to resell the Units purchased byit except in accordance with the applicable securities legislation andregulatory policies and that the Units may be subject to resale restrictionsand may bear a legend to this effect;

(p)                                 ifrequired by applicable securities legislation, policy or order or by anysecurities commission, stock exchange or other regulatory authority, theSubscriber will execute, deliver, file and otherwise assist the Corporation infiling, such reports, undertakings and other documents with respect to theissue of the Corporation as may be required;

(q)                                 theSubscriber acknowledges that upon completion of the Private Placement, theCorporation may pay certain commissions or finder’s fees with respect to theSubscriber’s purchase of Units;

(r)                                    theSubscriber has not purchased the Units as a result of any form of generalsolicitation or general advertising, including advertisements, articles,notices or other communication published in any newspaper, magazine or similarmedia or broadcast over radio, television or internet or any seminar or meetingwhose attendees have been invited by general solicitation or generaladvertising;

(s)                                  theSubscriber has such knowledge in financial and business affairs as to becapable of evaluating the merits and risks of its investment and is able tobear the economic risk of loss of its investment;

(t)                                    theSubscriber agrees that the Corporation may be required by law or otherwise todisclose to regulatory authorities the identity of the Subscriber and, ifapplicable, the beneficial purchaser for whom the Subscriber may be acting; and

(u)                                 theSubscriber agrees that the above representations, warranties, covenants andacknowledgements in this subsection will be true and correct both as of theexecution of this subscription and as of the day of Closing.

2.2                               Theforegoing representations, warranties, covenants and acknowledgements are madeby the Subscriber with the intent that they be relied upon by the Corporationin determining its suitability as a purchaser of Shares, and the Subscriberhereby agrees to indemnify the Corporation against all losses, claims, costs,expenses and damages or liabilities which any of them may suffer or incur as aresult of reliance thereon.  TheSubscriber undertakes to notify the Corporation immediately of any change inany representation, warranty or other information relating to the Subscriberset forth herein which takes place prior to the Closing.

# **3.****                                      representations, warranties ANDCOVENANTS of the CORPORATION**

3.1                               TheCorporation represents, warrants and covenants that, as of the date given aboveand at the Closing:

(a)                                  theCorporation is a valid and subsisting corporation incorporated under the lawsof the State of Israel;

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(b)                                 theCorporation is, where required, duly registered and licensed to carry onbusiness in the jurisdictions in which it carries on business or owns propertywhere required under the laws of that jurisdiction;

(c)                                  theCorporation has sufficient non-issued shares in its authorized share capital toissue the Units, including the Shares that are issuable upon the properexercise of the Warrants, and upon their issuance the Shares comprising theUnits will be duly and validly issued as fully paid and non-assessable, andwhen issued in accordance with the proper exercise of the Warrants, includingthe payment , the Shares issuable thereunder shall be duly and validly issuedas fully paid and non-assessable;

(d)                                 theCorporation has complied and will comply fully with the requirements of allapplicable corporate and securities laws and administrative policies anddirections in relation to the issue of its securities and in all mattersrelating to the Private Placement;

(e)                                  theissue and sale of the Units by the Corporation does not and will not conflictwith, and does not and will not result in a breach of, any of the terms of theCorporation’s incorporating documents or any agreement or instrument to whichthe Corporation is a party or by which it is bound;

(f)                                    exceptas disclosed in the Corporations filings with the Commission, the Corporationis not a party to any actions, suits or proceedings which could materiallyaffect its business or financial condition, and except for the events alreadydisclosed by the Corporation, to the best of the Corporation’s knowledge nosuch actions, suits or proceedings are contemplated or have been threatened;

(g)                                 thisAgreement has been or will be by the Closing, duly authorized by all necessarycorporate action on the part of the Corporation, and the Issuer has or willhave by the Closing full corporate power and authority to undertake the PrivatePlacement; and

(h)                                 noorder ceasing or suspending trading in securities of the Corporation norprohibiting the sale of such securities has been issued to and is outstandingagainst the Corporation or its directors, officers or promoters or against anyother companies that have common directors, officers or promoters and noinvestigations or proceedings for such purposes are pending or threatened.

3.2                                 Therepresentations and warranties contained in this section will survive theClosing for a period of one year.

3.3                                 Uponacceptance of this subscription, the Corporation agrees and undertakes that itshall make it best efforts to file a registration statement by July 20, 2007,with the Commission for the registration for sale of the Shares comprising theUnits and the Shares that may be issued upon the exercise of the Warrants, andshall use its best efforts to keep such registration statement continuouslyeffective under the Securities Act until all securities covered by suchregistration statement have been sold, or may be sold without volumerestrictions pursuant to Rule 144(k) of the SEC.

# **4.****                                   withdrawal of subscription**

4.1                               TheSubscriber waives the right to withdraw this subscription and to terminate itsobligations hereunder at any time before the Closing.

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**5.****                                      CLOSING**

5.1                               TheClosing will take place on such date or dates to be determined by the Issuer,and if a Closing does not occur on or before March 30, 2007, the subscriptionproceeds will be returned to the Subscriber without interest or deduction.

5.2                               Uponexecution of this Agreement, the Subscriber will deliver to the Corporation:

(a)                                  thissubscription form, duly executed;

(b)                                 atClosing Subscriber will deliver to the Corporation a certified check, wiretransfer or bank draft for the total price of the Subscriber’s Units madepayable to the Corporation; and

(c)                                  thecompleted applicable Appendices.

5.3                               AtClosing, the Corporation will deliver (a) irrevocable instructions to thetransfer agent in the form of Schedule 5.3 to issue as soon as isreasonably practicable to the subscribers share certificates for the Subscriber’sShares and (b) to the Subscriber the certificate(s) representing the Warrantsregistered in the name of the Subscriber or its nominee.

# **6.****                                      Resale restrictions**

The Subscriberunderstands and acknowledges that the Units will be subject to resalerestrictions under United States securities laws, the terms of which may beendorsed on the certificates representing the Units, and the Subscriber agreesto comply with such resale restrictions. The Subscriber also acknowledges thatit has been advised to consult with its own independent legal advisor withrespect to the applicable resale restrictions and the Subscriber is solelyresponsible for complying with such restrictions and the Corporation is notresponsible for ensuring compliance by the Subscriber with the applicableresale restrictions.

# **7.****                                      USE OF PERSONAL INFORMATION**

7.1                               TheSubscriber hereby acknowledges and consents to: (i) the disclosure by theSubscriber and the Corporation of Personal Information concerning theSubscriber to a securities commission or other regulatory authority (a “SecuritiesCommission”), or to a stock exchange and any of its affiliates, authorizedagents, subsidiaries and divisions, (collectively referred to as “an Exchange”);and (ii) the collection, use and disclosure of Personal Information by anExchange for the following purposes (or as otherwise identified by suchExchange, from time to time):

(a)                                toconduct background checks;

(b)                               toverify the Personal Information that has been provided about the Subscriber;

(c)                                toconsider the suitability of the Subscriber as a holder of securities of theCorporation;

(d)                               toconsider the eligibility of the Corporation to list on the Exchange;

(e)                               toprovide disclosure to market participants as the security holdings of theCorporation’s shareholders, and their involvement with any other reporting issuers,issuers subject to a cease trade order or bankruptcy, and informationrespecting penalties, sanctions or personal bankruptcies, and possibleconflicts of interest with the Issuer;

(f)                                todetect and prevent fraud;

(g)                             toconduct enforcement proceedings; and

(h)                              toperform other investigations as required by and to ensure compliance with allapplicable rules, policies, rulings and regulations of an Exchange, securitieslegislation and other legal and regulatory requirements governing the conductand protection of the public markets.

7.2                              Herein,“Personal Information” includes any information about the Subscriber requiredto be disclosed to a Securities Commission or an Exchange, whether pursuant toa Securities Commission or Exchange form or a request made by a SecuritiesCommission or an Exchange.

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7.3                              TheSubscriber acknowledges and consents to: (i) the fact that the Corporation iscollecting his Personal Information for the purpose of completing thisAgreement; (ii) the Issuer retaining such Personal Information for as long aspermitted or required by law or business practices; (iii) the fact that theCorporation may be required by securities laws, the rules and policies of anystock exchange to provide regulatory authorities with any Personal Informationprovided by the Subscriber in this Agreement.

# **8.****                                      MISCELLANEOUS**

8.1                                 TheSubscriber hereby authorizes the Corporation to correct any formal errors in,or complete any minor information missing from this Agreement and any Appendixthat has been executed by the Subscriber and delivered to the Corporation, butthe Corporation may not correct any errors in substance without the consent ofthe subscriber.  The Subscriber consentsto the filing of such documents and any other documents as may be required to befiled with any securities regulatory authority in connection with the PrivatePlacement.

8.2                                 ThisAgreement, which includes any interest granted or right arising under thisAgreement, may not be assigned or transferred.

8.3                                 Exceptas expressly provided in this Agreement and in the agreements, instruments andother documents contemplated or provided for herein, this Agreement containsthe entire agreement between the Parties with respect to the Units and thereare no other terms, conditions, representations or warranties whetherexpressed, implied, oral or written, by statute, by common law, by theCorporation, or by anyone else.

8.4                                 TheParties may amend this Agreement only in writing.

8.5                                 ThisAgreement enures to the benefit of and is binding upon the Parties and, as thecase may be, their respective heirs, executors, administrators and, successors.

8.6                               AParty will give all notices or other written communications to the other Partyconcerning this Agreement by hand or by registered mail addressed to such otherParty’s respective address which is noted on the cover page of this Agreement.

8.7                                 ThisAgreement may be executed in counterparts, each of which when delivered will bedeemed to be an original and all of which together will constitute one and thesame document and the Corporation will be entitled to rely on delivery byfacsimile machine of an executed copy of this subscription, and acceptance bythe Corporation of such facsimile copy will be equally effective to create avalid and binding agreement between the Subscriber and the Issuer as if theCorporation had accepted the subscription originally executed by theSubscriber.

8.8.                              Withoutlimiting the generality of the parties’ confidentiality obligations and subjectto any duty imposed by any applicable law, it is agreed immediately subsequentto the Closing the Corporation will announce the transaction hereof by issuinga press releases and making such other filings as required by applicable law.

**REMAINDEROF PAGE INTENTIONALLY LEFT BLANK**

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**APPENDIXI**

**U.S.ACCREDITED INVESTOR QUESTIONNAIRE**

The Subscriberunderstands and agrees that the Units (which for the purposes of thisQuestionnaire include the Shares, the Warrants, and the Shares issuable uponthe proper exercise of the Warrants) have not been and will not be registeredunder the United States *Securities Act of 1933*,as amended (the “1933 Act”), or applicable state securities laws, and the Unitsare being offered and sold by the Issuer to the Subscriber in reliance uponRule 506 of Regulation D under the 1933 Act. Terms used but not defined in this Appendix have the meanings ascribedthereto in the Subscription Agreement of which this Appendix forms a part.

The Subscriberrepresents, warrants and covenants (which representations, warranties andcovenants shall survive the Closing) to the Issuer, (and acknowledges that theIssuer is relying thereon)****that:

(a)                                  ithas such knowledge and experience in financial and business matters as to becapable of evaluating the merits, and risks of the investment and it is able tobear the economic risk of loss of the investment;

(b)                                 itis purchasing the Units for its own account or for the account of one or morepersons (a “Beneficial Purchaser”) for investment purposes only and not with aview to resale or distribution and, in particular, neither it nor anyBeneficial Purchaser for whose account it is purchasing the Shares has anyintention to distribute either directly or indirectly any of the Units in theUnited States; provided, however, that the Units may be offered, sold orotherwise disposed of pursuant to registration thereof pursuant to the 1933 Actand any applicable state securities laws or under an exemption from suchregistration requirements;

(c)                                  it,and if applicable, each Beneficial Purchaser for whose account it is purchasingthe Units is a U.S. Accredited Investor that satisfies one or more of thecategories of U.S. Accredited Investor indicated below (**theSubscriber must initial “SUB” for the Subscriber, and “BP” for each BeneficialPurchaser, if any, on the appropriate line(s)**):
| __     |   | Category 1. |   | A bank, as defined in Section 3(a)(2) of the 1933  Act, whether acting in its individual or fiduciary capacity;                                                                   |
|--------|--------|-------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |        |   |                                                                                                                                                                              |
| __     |   | Category 2. |   | A savings and loan association or other institution  as defined in Section 3(a)(5)(A) of the 1933 Act, whether acting in its  individual or fiduciary capacity;                   |
|   |   |        |   |                                                                                                                                                                              |
| __     |   | Category 3. |   | A broker or dealer registered pursuant to Section 15  of the United States Securities Exchange Act of 1934;                                                                       |
|   |   |        |   |                                                                                                                                                                              |
| __     |   | Category 4. |   | An insurance company as defined in Section 2(13) of  the 1933 Act;                                                                                                                |
|   |   |        |   |                                                                                                                                                                              |
| __     |   | Category 5. |   | An investment company registered under the United  States Investment Company Act of 1940;                                                                                         |
|   |   |        |   |                                                                                                                                                                              |
| __     |   | Category 6. |   | A business development company as defined in Section  2(a)(48) of the United States Investment Company Act of 1940;                                                               |
|   |   |        |   |                                                                                                                                                                              |
| __     |   | Category 7. |   | A small business investment company licensed by the  U.S. Small Business Administration under Section 301 (c) or (d) of the United  States Small Business Investment Act of 1958; |

 

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| __     |   | Category 8.  |   | A plan established and maintained by a state, its  political subdivisions or any agency or instrumentality of a state or its  political subdivisions, for the benefit of its employees, with total assets  in excess of U.S. $5,000,000;                                                                                                                                                                                                                                                                                       |
|--------|--------|--------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| __     |   | Category 9.  |   | An employee benefit plan within the meaning of the  United States Employee Retirement Income Security Act of 1974 in which the  investment decision is made by a plan fiduciary, as defined in Section 3(21)  of such Act, which is either a bank, savings and loan association, insurance  company or registered investment adviser, or an employee benefit plan with total  assets in excess of U.S. $5,000,000 or, if a self-directed plan, with  investment decisions made solely by persons who are accredited investors; |
|   |   |         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| __     |   | Category 10. |   | A private business development company as defined in  Section 202(a)(22) of the United States Investment Advisers Act of 1940;                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |   |         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| __     |   | Category 11. |   | An organization described in Section 501(c)(3) of  the United States Internal Revenue Code, a corporation, a Massachusetts or  similar business trust, or a partnership, not formed for the specific purpose  of acquiring the securities offered, with total assets in excess of U.S.  $5,000,000;                                                                                                                                                                                                                            |
|   |   |         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| __     |   | Category 12. |   | Any director or executive officer of the Issuer;                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   |         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| __     |   | Category 13. |   | A natural person whose individual net worth, or  joint net worth with that person’s spouse, at the date hereof exceeds U.S.  $1,000,000;                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| __     |   | Category 14. |   | A natural person who had an individual income in  excess of U.S. $200,000 in each of the two most recent years or joint income  with that person’s spouse in excess of U.S. $300,000 in each of those years  and has a reasonable expectation of reaching the same income level in the  current year;                                                                                                                                                                                                                     |
| __     |   | Category 15. |   | A trust, with total assets in excess of U.S.  $5,000,000, not formed for the specific purpose of acquiring the securities  offered, whose purchase is directed by a sophisticated person as described in  Rule 506(b)(2)(ii) under the 1933 Act; or                                                                                                                                                                                                                                                                            |
|   |   |         |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| __     |   | Category 16. |   | Any entity in which all of the equity owners meet  the requirements of at least one of the above categories;                                                                                                                                                                                                                                                                                                                                                                                                                   |

 

(d)                                 ithas not purchased the Units as a result of any form of general solicitation orgeneral advertising, including advertisements, articles, notices or othercommunications published in any newspaper, magazine or similar media orbroadcast over radio, or television, or any seminar or meeting whose attendeeshave been invited by general solicitation or general advertising;

(e)                                  itagrees that if it decides to offer, sell or otherwise transfer the Units, itwill not offer, sell or otherwise transfer any of such Units directly orindirectly, unless:

(i)                                   thetransfer is to the Issuer;

(ii)                                thetransfer is made outside the United States in a transaction meeting therequirements of Rule 904 of Regulation S under the 1933 Act and in compliancewith applicable local laws and regulations;

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(iii)                             thetransfer is made in compliance with the exemption from the registrationrequirements under the 1933 Act provided by Rule 144 thereunder, if available,and in accordance with applicable state securities laws; or

(iv)                            theUnits are transferred in a transaction that does not require registration underthe 1933 Act or any applicable state laws and regulations governing the offerand sale of securities; and

it has prior to such sale furnished to the Issuer an opinion of counselor other evidence of exemption, in either case reasonably satisfactory to theIssuer;

(f)                                    itunderstands that upon the issuance thereof, and until such time as the same isno longer required under the applicable requirements of the 1933 Act orapplicable U.S. state laws and regulations, the certificates representing theUnits will bear a legend in substantially the following form:

“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN ANDWILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, ASAMENDED (THE “1933 ACT”).  THESESECURITIES MAY BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (A) TOTHE COMPANY, (B) OUTSIDE THE UNITED STATES IN COMPLIANCE WITH RULE 904 OFREGULATION S UNDER THE 1933 ACT, (C) IN COMPLIANCE WITH THE EXEMPTION FROM THEREGISTRATION REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE 144 THEREUNDER,IF AVAILABLE, AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, OR (D)IN A TRANSACTION THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANYAPPLICABLE STATE LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THECOMPANY AN OPINION OF COUNSEL OR OTHER EVIDENCE OF EXEMPTION, IN EITHER CASEREASONABLY SATISFACTORY TO THE COMPANY. DELIVERY OF THIS CERTIFICATE MAY NOT CONSTITUTE “GOOD DELIVERY” INSETTLEMENT OF TRANSACTIONS ON STOCK EXCHANGES IN CANADA. IF THE SECURITIES AREBEING SOLD  AT ANY TIME THE COMPANY IS A “FOREIGNISSUER” AS DEFINED IN RULE 902 UNDER THE 1933 ACT, A NEW CERTIFICATE, BEARINGNO LEGEND, THE DELIVERY OF WHICH WILL CONSTITUTE “GOOD DELIVERY” MAY BEOBTAINED FROM THE COMPANY’S TRANSFER AGENT UPON DELIVERY OF THIS CERTIFICATEAND A DULY EXECUTED DECLARATION, IN FORM SATISFACTORY TO THE COMPANY AND THECOMPANY’S TRANSFER AGENT TO THE EFFECT THAT THE SALE OF THE SECURITIES IS BEINGMADE IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE 1933 ACT.”

provided, that if Units are being sold under clause (B) above, at atime when the Issuer is a “foreign issuer” as defined in Rule 902 under the1933 Act, the legend set forth above may be removed by providing a declarationin such form as the Issuer may from time to time prescribe to the Issuer’stransfer agent, to the effect that the sale of the securities is being made incompliance with Rule 904 of Regulation S under the 1933 Act;

(g)                                 ifany of the Units are being sold pursuant to Rule 144 of the 1933 Act, thelegend may be removed by delivery to the Issuer’s transfer agent of an opinionsatisfactory to the Issuer to the effect that the legend is no longer requiredunder applicable requirements of the 1933 Act or state securities laws;

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(h)                                ithas had the opportunity to ask questions of and receive answers from the Issuerregarding the investment, and has received all the information regarding theIssuer that it has requested;

(i)                                    itunderstands that the Issuer or its registrar and transfer agent may not recordany transfer of Units without first being notified that such transfer is exemptfrom or not subject to the registration requirements of the 1933 Act and applicablestate securities laws;

(j)                                    itconsents to the Issuer making a notation on its records or giving instructionto the registrar and transfer agent of the Issuer in order to implement therestrictions on transfer set forth and described herein;

(k)                                 itunderstands and acknowledges that the Issuer may not successfully file with theUnited States Securities and Exchange Commission or with any state securitiesadministrator a registration statement in respect of the resale of the Sharesin the United States;

(l)                                    itunderstands and agrees that there may be material tax consequences to theSubscriber of an acquisition, disposition or exercise of any of the Units; theIssuer gives no opinion and makes no representation with respect to the taxconsequences to the Subscriber under United States, state, local or foreign taxlaw of the Subscriber’s acquisition or disposition of such Shares; inparticular, no determination has been made whether the Issuer will be a “passiveforeign investment company” (“PFIC”) within the meaning of Section 1291 of theUnited States Internal Revenue Code;

(m)                              itacknowledges that the representations, warranties and covenants contained inthis Appendix are made by it with the intent that they may be relied upon bythe Issuer in determining its eligibility or the eligibility of others on whosebehalf it is contracting thereunder to purchase Units.  It agrees that by accepting Units it shall berepresenting and warranting that the representations and warranties above aretrue as at the Closing with the same force and effect as if they had been madeby it at the Closing and that they shall survive the purchase by it of Units sand shall continue in full force and effect notwithstanding any subsequentdisposition by it of such securities.

The Subscriber undertakesto notify the Issuer immediately of any change in any representation, warrantyor other information relating to the Subscriber or any Beneficial Purchaser setforth herein which takes place prior to the Closing.

IN WITNESS WHEREOF, theundersigned has executed this Questionnaire as of the ____ day of ____________,2007.
| If a Corporation,  Partnership or Other Entity: |   | If an Individual:   |
|-------------------------------------------------|--------|---------------------|
|                                            |   |                |
|                                            |   |                |
|                                            |   |                |
| Name of Entity                                  |   | Signature           |
|                                            |   |                |
|                                            |   |                |
| Type of Entity                                  |   | Print or Type  Name |
|                                            |   |                |
|                                            |   |                |
| Signature of Person Signing                     |   |                |
|                                            |   |                |
|                                            |   |                |
| Print or Type Name and Title of Person Signing  |   |                |

 

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