ex1009.htm


    Exhibit
10.09

     

    Registration
Rights Agreement

    


    


    This Registration Rights Agreement (the
"Agreement")
is made and entered into as of ____, 2009 (the "Effective
Date") among AMBER Ready, Inc., a Nevada corporation (the "Company"),
the parties set forth in the Subscription
Agreement between the Company and the purchaser signatories (each, a
"Purchaser"
and collectively, the "Purchasers"),
and John Thomas Financial, Inc., a New York corporation ("John Thomas"), for
purposes of Section 4(o) hereof.

    


    R e c i t a l s:

    


    The Purchasers have purchased secured
convertible notes (“Notes”)
from the Company pursuant to Subscription Agreements (each, a "Subscription Agreement" and
collectively, the "Subscription
Agreements") by and between the Company and each
Purchaser.  The Notes are convertible into units (“Units”) at
a conversion price of $1.00 per Unit and interest on the Notes may be payable in
Units at the Company’s discretion.  Each Unit consists of one share of
common stock, $0.0001 par value per share (“Common Stock”) of the Company
(the “Shares”)
and one common stock purchase warrant (the "Warrants"),
entitling the holder to purchase one share of Common Stock of the Company at
$1.50 per share (the “Warrant
Shares”), at any time during the five years following the Closing
Date.

    


     The Company and the Purchasers
desire to set forth the registration rights to be granted by the Company to the
Purchasers.

    


    Now, Therefore, in
consideration of the mutual promises, representations, warranties, covenants,
and conditions set forth herein, in the Subscription Agreements, or otherwise,
the parties mutually agree as follows:

    


    A g r e e m
e n t:

    


    1.           Certain
Definitions.  As used in this Agreement, the following terms
shall have the following respective meanings:

    


    "Approved Market"
means the Nasdaq Global Select Market, the Nasdaq Global Market, the Nasdaq
Capital Market, the New York Stock Exchange, Inc., the American Stock Exchange,
Inc. or the OTC Bulletin Board.

    


    "Blackout Period"
means, with respect to a registration, a period in each case commencing on the
day immediately after the Company notifies the Purchasers and John Thomas that
they are required, pursuant to Section 4(f), to suspend offers and sales of
Registrable Securities during which the Company, in the good faith judgment of
its Board of Directors, determines (because of the existence of, or in
anticipation of, any acquisition, financing activity, or other transaction
involving the Company, or the unavailability for reasons beyond the Company's
control of any required financial statements, disclosure of information which is
in its best interest not to publicly disclose, or any other event or condition
of similar significance to the Company) that the registration and distribution
of the Registrable Securities to be covered by such registration statement, if
any, would be seriously detrimental to the Company and its shareholders and
ending on the earlier of (1) the date upon which the material non-public
information commencing the Blackout Period is disclosed to the public or ceases
to be material and (2) such time as the Company notifies the selling Holders
that the Company will no longer delay such filing of the Registration Statement,
and thereafter shall immediately recommence taking steps to make such
Registration Statement effective, or allow sales pursuant to such Registration
Statement to resume; provided,
however, that (a) the Company shall limit its use of Blackout Periods, in
the aggregate, to 60 Trading Days in any 12-month period and (b) no Blackout
Period may commence sooner than 60 days after the end of a prior Blackout
Period.

     

    
      
        
        

      

      
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    "Business Day" means
any day of the year, other than a Saturday, Sunday, or other day on which the
Commission is required or authorized to close.

    


    "Closing Date" means
_______, 2009; or the date on which the Company shall have closed on the sale of
Notes in the aggregate principal amount of at least $11,000,000.

    


    "Commission" means the
Securities and Exchange Commission or any other federal agency at the time
administering the Securities Act.

    


    "Common Stock" means
the common stock, $.0001 par value per share, of the Company and any and all
shares of capital stock or other equity securities of: (i) the Company which are
added to or exchanged or substituted for the Common Stock by reason of the
declaration of any stock dividend or stock split, the issuance of any
distribution or the reclassification, readjustment, recapitalization, or other
such modification of the capital structure of the Company; and (ii) any other
corporation, now or hereafter organized under the laws of any state or other
governmental authority, with which the Company is merged, which results from any
consolidation or reorganization to which the Company is a party, or to which is
sold all or substantially all of the shares or assets of the Company, if
immediately after such merger, consolidation, reorganization, or sale, the
Company or the stockholders of the Company own equity securities having in the
aggregate more than 50% of the total voting power of such other
corporation.

     

    “Effective Deadline”
means the 90th day
after the filing of the Registration Statement.

    


    "Equity Securities"
means (i) any Common Stock, (ii) any security convertible, with or
without consideration, into any Common Stock (including any option to purchase
such a convertible security), (iii) any security carrying any warrant or
right to subscribe to or purchase any Common Stock, or (iv) any such
warrant or right.

    


    "Exchange Act" means
the Securities Exchange Act of 1934, as amended, and the rules and regulations
of the Commission promulgated thereunder.

    


    "Family Member" means
(a) with respect to any individual, such individual's spouse, any descendants
(whether natural or adopted), any trust all of the beneficial interests of which
are owned by any of such individuals or by any of such individuals together with
any organization described in Section 501(c)(3) of the Internal Revenue Code of
1986, as amended, the estate of any such individual, and any corporation,
association, partnership, or limited liability company all of the equity
interests of which are owned by those above described individuals, trusts, or
organizations and (b) with respect to any trust, the owners of the beneficial
interests of such trust.

    


    “Filing Date” means
the date the Registration Statement is filed with the Commission.

    


    “Filing Deadline”
means the 60th day
after the Closing Date.

    


    "Form S-1" and "Form S-3" mean such
forms under the Securities Act as in effect on the date hereof.

     

    
      
        
        

      

      
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    "Holder" means each
Purchaser, or any successor or Permitted Assignee of a Purchaser, who acquire
rights in accordance with this Agreement with respect to the Registrable
Securities directly or indirectly from a Purchaser, including from any Permitted
Assignee.

    


    "Inspector" means any
attorney, accountant, or other agent retained by a Purchaser for the purposes
provided in Section 4(j).

    


    "Permitted Assignee"
means (a) with respect to a partnership, its partners or former partners in
accordance with their partnership interests, (b) with respect to a
corporation, its shareholders in accordance with their interest in the
corporation, (c) with respect to a limited liability company, its members
or former members in accordance with their interest in the limited liability
company, (d) with respect to an individual party, any Family Member of such
party, (e) an entity that is controlled by, controls, or is under common control
with a transferor, or (f) a party to this Agreement.

    


    The terms "register," "registered," and
"registration"
refers to a registration effected by preparing and filing a registration
statement in compliance with the Securities Act, and the declaration or ordering
of the effectiveness of such registration statement.

    


    "Registrable
Securities" means the (i) Shares, (ii) Warrant Shares, (iii) shares
underlying the warrants issued to John Thomas, (iv) the 500,000 commitment
shares issued to John Thomas, (v) the 500,000 fee shares issued to John Thomas,
and (vi) the 2,400,000 consulting shares issued to John Thomas, but excluding (A) any
Registrable Securities that have been publicly sold or may be publicly sold
immediately without registration under the Securities Act either pursuant to
Rule 144(b) of the Securities Act or otherwise; (B) any Registrable Securities
sold by a person in a transaction pursuant to a registration statement filed
under the Securities Act; or (C) any Registrable Securities that are at the time
subject to an effective registration statement under the Securities
Act.

    


    "Registration Default
Period" means the period following the Effective Deadline or the Filing
Deadline during which any Registration Event occurs and is
continuing.

    


    "Registration Event"
means the occurrence of any of the following events:

    


    (a)           the
Registration Statement covering the Registrable Securities is not filed with the
Commission on or before the Filing Deadline;

    


    (b)           the
Registration Statement covering the Registrable Securities is not declared
effective by the Commission on or before the Effective Deadline;

    


    (c)           after
the Effective Deadline, sales cannot be made pursuant to the Registration
Statement for any reason (including without limitation by reason of a stop
order, or the Company's failure to update the Registration Statement) but except
as excused pursuant to Section 3(a) or excused for the reasons specified in
clause (d); or

    


    (d)           after
150 days after the Closing Date, the Common Stock generally or the Registrable
Securities specifically are not listed or included for quotation on an Approved
Market, or trading of the Common Stock is suspended or halted on the Approved
Market, which at the time constitutes the principal market for the Common Stock,
for more than two full, consecutive Trading Days; provided, however, a
Registration Event shall not be deemed to occur if all or substantially all
trading in equity securities (including the Common Stock) is suspended or halted
on the Approved Market for any length of time.

     

    
      
        
        

      

      
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    "Registration
Statement" means the registration statement required to be filed by the
Company pursuant to Section 3(a).

    


    "Rule 415" means Rule
415 promulgated by the Commission pursuant to the Securities Act, as such Rule
may be amended from time to time, or any similar rule or regulation hereafter
adopted by the Commission having substantially the same purpose and effect as
such Rule.

    


    "Securities Act" means
the Securities Act of 1933, as amended, or any similar federal statute
promulgated in replacement thereof, and the rules and regulations of the
Commission thereunder, all as the same shall be in effect at the
time.

    


    "SEC Effective Date"
means the date the Registration Statement is declared effective by the
Commission.

    


    "Trading Day" means a
day on which (a) the national securities exchange, (b) the Nasdaq Stock Market,
or (c) such other securities market, in any such case which at the time
constitutes the principal securities market for the Common Stock, is open for
general trading of securities.

    


    2.           Term.  This
Agreement shall continue in full force and effect for a period of two (2) years
from the Effective Date, unless terminated sooner hereunder.

    


    3.           Registration.

    


    (a)           Registration on Form S-1 or
Form S-3.  As promptly as reasonably practicable after the date
hereof, and within 60 days following the Closing Date, the Company shall file
with the Commission a shelf registration statement on Form S-1, or, if
available, Form S-3 relating to the resale by the Holders of all of the
Registrable Securities; provided, however, that the
Company shall not be obligated to effect any such registration, qualification,
or compliance pursuant to this Section 3(a), or keep such registration effective
pursuant to Section 4: (i) in any particular jurisdiction in which the Company
would be required to qualify to do business as a foreign corporation or as a
dealer in securities under the securities or blue sky laws of such jurisdiction
(or to execute a general consent to service of process) in effecting such
registration, qualification, or compliance, in each case where it has not
already done so; or (ii) during any Blackout Period.

    


    (b)           Failure to File Registration
Statement or to Become Effective. If a Registration Event occurs, then
the Company will issue shares of Common Stock (the “Registration Default
Shares”) to the Purchasers as a group as partial liquidated damages for the
minimum amount of damages to the Purchasers by reason thereof, and not as a
penalty, an aggregate of two percent (2.0%) of the issued and outstanding Common
Stock of the Company, on a fully-diluted basis, for each 30-day period of delay
(prorated for any period less than 30 days) of the Registration Default Period,
provided that partial liquidated damages shall not be paid with respect to those
Registrable Securities which cannot be registered under Rule 415 solely as a
result of action by the Commission. The Registration Default Shares shall be due
and payable within five days after the end of each calendar month of the
Registration Default Period until the termination of the Registration Default
Period and within five days after such termination.  Such payments
shall be in partial compensation to the Purchaser, and shall not constitute the
Purchaser's exclusive remedy for such events.  The Registration
Default Period shall terminate upon (i) the Filing Date in the case of clause
(a) of the definition of "Registration Event,", (ii) the SEC Effective Date in
the case of clause (b) of the definition of "Registration Event," (iii) the
ability of the Purchaser to effect sales pursuant to the Registration Statement
in the case of clause (c) of the definition of "Registration Event," and (iv)
the listing or inclusion and/or trading of the Common
Stock on an Approved Market, as the case may be, in the case of clause (d) of
the definition of "Registration Event." The right of any Purchaser to receive
Registration Default Shares payable as partial liquidated damages to each such
Purchaser hereunder shall cease when such Purchaser no longer holds any such
Registrable Securities.

     

    
      
        
        

      

      
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    4.          Registration
Procedures.  In the case of each registration effected by the
Company pursuant to Section 3 hereof, the Company will keep each Holder
reasonably advised in writing (which may include e-mail) as to the initiation of
each registration and as to the completion thereof.  With respect to
any registration statement filed pursuant to Section 3, the Company will use its
commercially reasonable best efforts to:

    


    (a)           prepare
and file with the Commission with respect to such Registrable Securities, a
registration statement on Form S-1, or any other form for which the Company then
qualifies or which counsel for the Company shall deem appropriate, and which
form shall be available for the sale of the Registrable Securities in accordance
with the intended method(s) of distribution thereof, and use its commercially
reasonable efforts to cause such registration statement to become effective as
soon as possible and remain effective at least for a period ending with the
first to occur of (i) the sale of all Registrable Securities covered by the
registration statement, or (ii) two years after the Closing Date (in each case,
the
"Effectiveness Period"); provided that no later than
two business days before filing with the Commission a registration statement or
prospectus or any amendments or supplements thereto, the Company shall (i)
furnish to (A) one special counsel ("Holders'
Counsel") selected by the Company for the benefit of the Holders, copies
of all such documents proposed to be filed (excluding any exhibits other than
applicable underwriting documents), in substantially the form proposed to be
filed, which documents shall be subject to the review of such Holders' Counsel,
and (ii) notify each Holder of Registrable Securities covered by such
registration statement of any stop order issued or threatened by the Commission
and take all reasonable actions required to prevent the entry of such stop order
or to remove it if entered.  Each Holder, severally and not jointly
agrees to furnish to the Company a completed Questionnaire in the form attached
to this Agreement as Exhibit A (a “Selling Holder
Questionnaire”)
not more than ten Trading Days after the Closing Date; provided, however, that
the failure of any Holder to so furnish a Selling Holder Questionnaire shall in
no event effect the Filing Deadline or the Effective Deadline;

    


    (b)           if
a registration statement is subject to review by the Commission, promptly
respond to all comments and diligently pursue resolution of any comments to the
satisfaction of the Commission;

    


    (c)           prepare
and file with the Commission 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 during the Effectiveness
Period (but in any event at least until expiration  of the 90-day
period referred to in Section 4(3) of the Securities Act and Rule 174, or any
successor thereto, thereunder, if applicable), and comply with the provisions of
the Securities Act with respect to the disposition of all securities covered by
such registration statement during such period in accordance with the intended
method(s) of disposition by the sellers thereof set forth in such registration
statement;

    


    (d)           furnish,
without charge, to each Holder of Registrable Securities covered by such
registration statement (i) a reasonable number of copies of such registration
statement (including any exhibits thereto other than exhibits incorporated by
reference), each amendment and supplement thereto as such Holder may request,
(ii)  such number of copies of the prospectus included in such
registration statement (including each preliminary prospectus and any other
prospectus filed under Rule 424 under the Securities Act) as such Holders may
request, in conformity with the requirements of the Securities Act, and (iii)
such other documents as such Holder may reasonably request in order to
facilitate the disposition of the Registrable Securities owned by such Holder,
but only during the Effectiveness Period;

     

    
      
        
        

      

      
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    (e)           register
or qualify such Registrable Securities under such other applicable securities or
blue sky laws of such jurisdictions as any Holder of Registrable Securities
covered by such registration statement reasonably requests as may be necessary
for the marketability of the Registrable Securities within the United States
(such request to be made by the time the applicable registration statement is
deemed effective by the Commission) and do any and all other acts and things
which may be reasonably necessary or advisable to enable such Holder to
consummate the disposition in such jurisdictions of the Registrable Securities
owned by such Holder; provided that the
Company shall not be required to (i) qualify generally to do business in any
jurisdiction where it would not otherwise be required to qualify but for this
paragraph (e), (ii) subject itself to taxation in any such jurisdiction, or
(iii) consent to general service of process in any such
jurisdiction;

    


    (f)           as
promptly as practicable after becoming aware of such event, notify each Holder
of such Registrable Securities at any time when a prospectus relating thereto is
required to be delivered under the Securities Act of the happening of any event
which comes to the Company's attention if as a result of such event the
prospectus included in such registration statement contains an untrue statement
of a material fact or omits to state any material fact required to be stated
therein or necessary to make the statements therein not misleading and the
Company shall promptly prepare and furnish to such Holder a supplement or
amendment to such prospectus (or prepare and file appropriate reports under the
Exchange Act) so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus shall not contain an untrue statement of
a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, unless suspension of
the use of such prospectus otherwise is authorized herein or in the event of a
Blackout Period, in which case no supplement or amendment need be furnished (or
Exchange Act filing made) until the termination of such suspension or Blackout
Period;

    


    (g)          comply,
and continue to comply during the period that such registration statement is
effective under the Securities Act, in all material respects with the Securities
Act and the Exchange Act and with all applicable rules and regulations of the
Commission with respect to the disposition of all securities covered by such
registration statement, and make available to its security holders, as soon as
reasonably practicable, an earnings statement covering the period of at least 12
months, but not more than 18 months, beginning with the first full calendar
month after the SEC Effective Date, which earnings statement shall satisfy the
provisions of Section 11(a) of the Securities Act;

    


    (h)           as
promptly as practicable after becoming aware of such event, notify each Holder
of Registrable Securities being offered or sold pursuant to the Registration
Statement of the issuance by the Commission of any stop order or other
suspension of effectiveness of the Registration Statement at the earliest
possible time;

    


    (i)           permit
the Holders of Registrable Securities being included in the Registration
Statement and Holders’ Counsel, at such Holders’ sole cost and expense (except
as otherwise specifically provided in Section 6) to review and have a reasonable
opportunity to comment on the Registration Statement and all amendments and
supplements thereto at least two Business Days prior to their filing with the
Commission;

    


    (j)           make
available for inspection by any Holder and any Inspector retained by such
Holder, at such Holder's sole expense, all records as shall be reasonably
necessary to enable such Holder to exercise its due diligence responsibility,
and cause the Company's officers, directors, and employees to supply all
information which such Holder or any Inspector may reasonably request for
purposes of such due diligence; provided, however, that such
Holder shall hold in confidence and shall not make any disclosure of any
information which the Company determines in good faith to be confidential, and
of which determination such Holder is so notified at the time such Holder
receives such information, unless (i) the disclosure of such information is
necessary to avoid or correct a misstatement or omission in the Registration
Statement and a reasonable time prior to such disclosure the Holder shall have
informed the Company of the need to so correct such misstatement or omission and
the Company shall have failed to correct such misstatement of omission, (ii) the
release of such information is ordered pursuant to a subpoena or other order
from a court or governmental body of competent jurisdiction, or (iii) the
information has been made generally available to the public other than by
disclosure in violation of this agreement.  The Company shall not be
required to disclose any confidential information to any Inspector until and
unless such Inspector shall have entered into a confidentiality agreement with
the Company with respect thereto, substantially in the form of this Section
4(j).  Each Holder agrees that it shall, upon learning that disclosure
of such information is sought in or by a court or governmental body of competent
jurisdiction or through other means, give prompt notice to the Company and allow
the Company, at the Company's expense, to undertake appropriate action to
prevent disclosure of, or to obtain a protective order for, the information
deemed confidential.  The Company shall hold in confidence and shall
not make any disclosure of information concerning a Holder provided to the
Company pursuant to this Agreement unless (i) disclosure of such information is
necessary to comply with federal or state securities laws, (ii) disclosure of
such information to the Staff of the Division of Corporation Finance is
necessary to respond to comments raised by the Staff in its review of the
Registration Statement, (iii) disclosure of such information is necessary to
avoid or correct a misstatement or omission in the Registration Statement, (iv)
release of such information is ordered pursuant to a subpoena or other order
from a court or governmental body of competent jurisdiction, or (v) such
information has been made generally available to the public other than by
disclosure in violation of this agreement.  The Company agrees that it
shall, upon learning that disclosure of such information concerning a Holder is
sought in or by a court or governmental body of competent jurisdiction or
through other means, give prompt notice to such Holder and allow such Holder, at
such Holder's expense, to undertake appropriate action to prevent disclosure of,
or to obtain a protective order for, such information;

     

    
      
        
        

      

      
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    (k)           use
its best efforts to cause all the Registrable Securities covered by the
Registration Statement to be listed or quoted on the principal securities market
on which securities of the same class or series issued by the Company are then
listed or traded;

    


    (l)           provide
a transfer agent and registrar, which may be a single entity, for the
Registrable Securities at all times;

    


    (m)         cooperate
with the Holders of Registrable Securities being offered pursuant to the
Registration Statement to facilitate the timely preparation and delivery of
certificates (not bearing any restrictive legends) representing Registrable
Securities to be offered pursuant to the Registration Statement and enable such
certificates to be in such denominations or amounts as the Holders may
reasonably request and registered in such names as the Holders may
request;

    


    (n)           take
all other reasonable actions necessary to expedite and facilitate disposition by
the Holders of the Registrable Securities pursuant to the Registration
Statement; and

    


    (o)          Each
Purchaser hereby irrevocably appoints Thomas Belesis and any other duly
authorized agent of John Thomas (“Attorney”) to act as
his or its true and lawful agent and attorney-in-fact, with full power of
substitution, to negotiate, execute and deliver any and all documents,
agreements and instruments and to take any and all actions, in the name of and
on behalf of each such Purchaser, as may be necessary or appropriate to
effectuate the terms and conditions of this Agreement and the transactions
contemplated hereby.  No person to whom this Power of Attorney is
presented, as authority for the Attorney to take any action or actions
contemplated hereby, shall be required to inquire into or seek confirmation from
the holder of Registrable Securities as to the authority of the Attorney to take
any action or actions described above, or as to the existence of or fulfillment
of any condition to this Power of Attorney, which is intended to grant to the
Attorney unconditionally the authority to take and perform the actions
contemplated herein, and each Purchaser irrevocably waives any right to commence
any suit or action, in law or equity, against any person or entity which acts in
reliance upon or acknowledges the authority granted under this Power of
Attorney.  The Power of Attorney granted hereby is coupled with an
interest, and may not be revoked or canceled by a Purchaser without the
Attorney’s written consent.  Each Purchaser hereby ratifies, to the
extent permitted by law, all that the Attorney shall lawfully do or cause to be
done by virtue hereof.

     

    
      
        
        

      

      
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    5.           Suspension
of Offers and Sales.  Each Holder of Registrable Securities
agrees that, upon receipt of any notice from the Company of the happening of any
event of the kind described in Section 4(f) hereof or of the commencement of an
Blackout Period, such Holder shall discontinue disposition of Registrable
Securities pursuant to the registration statement covering such Registrable
Securities until such Holder's receipt of the copies of the supplemented or
amended prospectus contemplated by Section 4(f) hereof or notice of the end of
the Blackout Period, and, if so directed by the Company, such Holder shall
deliver to the Company (at the Company's expense) all copies (including, without
limitation, any and all drafts), other than permanent file copies, then in such
Holder's possession, of the prospectus covering such Registrable Securities
current at the time of receipt of such notice.  In the event the
Company shall give any such notice, the period mentioned in Section 4(a)(ii)
hereof shall be extended by the greater of (i) ten business days or (ii) the
number of days during the period from and including the date of the giving of
such notice pursuant to Section 4(f) hereof to and including the date when each
Holder of Registrable Securities covered by such registration statement shall
have received the copies of the supplemented or amended prospectus contemplated
by Section 4(f) hereof.

    


    6.           Registration
Expenses.  The Company shall pay all expenses in connection
with any registration, including, without limitation, all registration, filing,
stock exchange and FINRA fees, printing expenses, all fees and expenses of
complying with securities or blue sky laws and the fees and disbursements of
counsel for the Company and of its independent accountants; provided that, in
any underwritten registration, each party shall pay for its own underwriting
discounts and commissions and transfer taxes. In no event shall the Company be
responsible for any broker or similar commissions or any legal fees or other
costs of the Holders.

    


    7.           Assignment
of Rights. No Holder may assign its rights under this Agreement to any
party without the prior written consent of the Company; provided, however, that a
Holder may assign its rights under this Agreement without such restrictions to a
Permitted Assignee as long as (a) such transfer or assignment is effected in
accordance with applicable securities laws; (b) such transferee or assignee
agrees in writing to become subject to the terms of this Agreement; and (c) the
Company is given written notice by such Holder of such transfer or assignment,
stating the name and address of the transferee or assignee and identifying the
Registrable Securities with respect to which such rights are being transferred
or assigned.

    


    8.           Information
by Holder.  The Holder or Holders of Registrable Securities
included in any registration shall furnish to the Company such information
regarding such Holder or Holders and the distribution proposed by such Holder or
Holders as the Company may reasonably request in writing.

    


    9.           Delay of
Registration.  No Holder shall have any right to obtain or seek
an injunction restraining or otherwise delaying any registration pursuant to
this Agreement as the result of any controversy that might arise with respect to
the interpretation or implementation of this Agreement.

     

    
      
        
        

      

      
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    10.          Indemnification.

    


    (a)           In
the event of the offer and sale of Registrable Securities held by Holders under
the Securities Act, the Company shall, and hereby does, indemnify and hold
harmless, to the fullest extent permitted by law, each Holder, its directors,
officers, partners, each other person who participates as an underwriter in the
offering or sale of such securities, and each other person, if any, who controls
or is under common control with such Holder or any such underwriter within the
meaning of Section 15 of the Securities Act, against any losses, claims,
damages, or liabilities, joint or several, and expenses to which the Holder or
any such director, officer, partner, or underwriter or controlling person may
become subject under the Securities Act or otherwise, insofar as such losses,
claims, damages, liabilities, or expenses (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
any registration statement under which such Registrable Securities were
registered under the Securities Act, any preliminary prospectus, final
prospectus, or summary prospectus contained therein, or any amendment or
supplement thereto, or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein in light of the circumstances in which they were made not misleading,
and the Company shall reimburse the Holder, and each such director, officer,
partner, underwriter, and controlling person for any legal or any other expenses
reasonably incurred by them in connection with investigating, defending, or
settling any such loss, claim, damage, liability, action, or proceeding;
provided that the foregoing shall not apply to, and the Company shall not be
liable, in any such case (i) to the extent that any such loss, claim, damage,
liability (or action or proceeding in respect thereof), or expense arises out of
or is based upon an untrue statement or alleged untrue statement in or omission
or alleged omission from such registration statement, any such preliminary
prospectus, final prospectus, summary prospectus, amendment, or supplement in
reliance upon and in conformity with written information furnished to the
Company through an instrument duly executed by or on behalf of such Holder
specifically stating that it is for use in the preparation thereof, (ii)
provided that the Company has complied with its obligations hereunder to furnish
such Holder with copies of the applicable prospectus, if the person asserting
any such loss, claim, damage, or liability (or action or proceeding in respect
thereof) who purchased the Registrable Securities that are the subject thereof
did not receive a copy of an amended preliminary prospectus or the final
prospectus (or the final prospectus as amended or supplemented) at or prior to
the written confirmation of the sale of such Registrable Securities to such
person because of the failure of such Holder or underwriter to so provide such
amended preliminary or final prospectus and the untrue statement or alleged
untrue statement or omission or alleged omission of a material fact made in such
preliminary prospectus was corrected in the amended preliminary or final
prospectus (or the final prospectus as amended or supplemented), or (iii)
provided that the plan of distribution mechanics described in the applicable
prospectus are, in form and substance, reasonable and customary for transactions
of this type, to the extent that the Holders failed to comply with the terms of
such plan of distribution mechanics.

    


    (b)           As
a condition to including any Registrable Securities to be offered by a Holder in
any registration statement filed pursuant to this Agreement, each such Holder
agrees to be bound by the terms of this Section 10 and to indemnify and hold
harmless, to the fullest extent permitted by law, the Company, its directors and
officers, and each other person, if any, who controls the Company within the
meaning of Section 15 of the Securities Act, legal counsel and accountants for
the Company, any underwriter, any other Holder selling securities in such
registration statement, and any controlling person within the meaning of the
Securities Act of any such underwriter or other Holder, against any losses,
claims, damages, or liabilities, joint or several, to which the Company or any
such director or officer or controlling person may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages, or
liabilities (or actions or proceedings, whether commenced or threatened, in
respect thereof) arise out of or are based upon (i) an untrue statement or
alleged untrue statement in or omission or alleged omission from such
registration statement, any preliminary prospectus, final prospectus, or summary
prospectus contained therein, or any amendment or supplement thereto, if such
statement or alleged statement or omission or alleged omission was made in
reliance upon and in conformity with written information furnished to the
Company through an instrument duly executed by or on behalf of such Holder
specifically stating that it is for use in the preparation thereof, (ii)
provided that the Company has complied with its obligations hereunder to furnish
such Holder with copies of the applicable prospectus, if the person asserting
any such loss, claim, damage, or liability (or action or proceeding in respect
thereof) who purchased the Registrable Securities that are the subject thereof
did not receive a copy of an amended preliminary prospectus or the final
prospectus (or the final prospectus as amended or supplemented) at or prior to
the written confirmation of the sale of such Registrable Securities to such
person because of the failure of such Holder or underwriter to so provide such
amended preliminary or final prospectus and the untrue statement or alleged
untrue statement or omission or alleged omission of a material fact made in such
preliminary prospectus was corrected in the amended preliminary or final
prospectus (or the final prospectus as amended or supplemented), or (iii)
provided that the plan of distribution mechanics described in the applicable
prospectus are, in form and substance, reasonable and customary for transactions
of this type, to the extent that the Holders failed to comply with the terms of
such plan of distribution mechanics. Such indemnity shall remain in full force
and effect regardless of any investigation made by or on behalf of the Company,
or any such director, officer, partner, underwriter, or controlling person and
shall survive the transfer of such Registrable Securities by the Holder, and
such Holder shall reimburse the Company, and each such director, officer, legal
counsel and accountants, underwriter, other Holder, and controlling person for
any legal or other expenses reasonably incurred by them in connection with
investigating, defending, or settling and such loss, claim, damage, liability,
action, or proceeding; provided, however, the total amount for which
any Holder shall be liable under this Section 10(b) shall in no event
exceed the gross proceeds from the offering received by such
Holder.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    


    (c)           Promptly
after receipt by an indemnified party of notice of the commencement of any
action or proceeding involving a claim referred to in Section 10(a) or (b)
hereof (including any governmental action), such indemnified party shall, if a
claim in respect thereof is to be made against an indemnifying party, give
written notice to the indemnifying party of the commencement of such action;
provided that the failure of any indemnified party to give notice as provided
herein shall not relieve the indemnifying party of its obligations under Section
10(a) or (b) hereof, except to the extent that the indemnifying party is
actually prejudiced by such failure to give notice.  In case any such
action is brought against an indemnified party, unless in the reasonable
judgment of counsel to such indemnified party a conflict of interest between
such indemnified and indemnifying parties may exist or the indemnified party may
have defenses not available to the indemnifying party in respect of such claim,
the indemnifying party shall be entitled to participate in and to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified party
and, after notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party shall not be
liable to such indemnified party for any legal or other expenses subsequently
incurred by the latter in connection with the defense thereof, unless in such
indemnified party's reasonable judgment a conflict of interest between such
indemnified and indemnifying parties arises in respect of such claim after the
assumption of the defenses thereof or the indemnifying party fails to defend
such claim in a diligent manner, other than reasonable costs of
investigation.  Neither an indemnified nor an indemnifying party shall
be liable for any settlement of any action or proceeding effected without its
consent.  No indemnifying party shall, without the consent of the
indemnified party, consent to entry of any judgment or enter into any
settlement, which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of a release from all
liability in respect of such claim or litigation.  Notwithstanding
anything to the contrary set forth herein, and without limiting any of the
rights set forth above, in any event any party shall have the right to retain,
at its own expense, counsel with respect to the defense of a claim.

    


    (d) In the
event that an indemnifying party does or is not permitted to assume the defense
of an action pursuant to Section 10(c) or in the case of the expense
reimbursement obligation set forth in Section 10(a) and (b), the indemnification
required by Section 10(a) and (b) hereof shall be made by periodic payments of
the amount thereof during the course of the investigation or defense, as and
when bills received or expenses, losses, damages, or liabilities are
incurred.

    


    (e)           If
the indemnification provided for in this Section 10 is held by a court of
competent jurisdiction to be unavailable to an indemnified party with respect to
any loss, liability, claim, damage, or expense referred to herein, the
indemnifying party, in lieu of indemnifying such indemnified party hereunder,
shall (i) contribute to the amount paid or payable by such indemnified party as
a result of such loss, liability, claim, damage, or expense as is appropriate to
reflect the proportionate relative fault of the indemnifying party on the one
hand and the indemnified party on the other (determined by reference to, among
other things, whether the untrue or alleged untrue statement of a material fact
or omission relates to information supplied by the indemnifying party or the
indemnified party and the parties' relative intent, knowledge, access to
information, and opportunity to correct or prevent such untrue statement or
omission), or (ii) if the allocation provided by clause (i) above is not
permitted by applicable law or provides a lesser sum to the indemnified party
than the amount hereinafter calculated, not only the proportionate relative
fault of the indemnifying party and the indemnified party, but also the relative
benefits received by the indemnifying party on the one hand and the indemnified
party on the other, as well as any other relevant equitable
considerations.  No indemnified party guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any indemnifying party who was not guilty
of such fraudulent misrepresentation.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    


    (f)           Other
Indemnification.  Indemnification similar to that specified in
the preceding subsections of this Section 10 (with appropriate modifications)
shall be given by the Company and each Holder of Registrable Securities with
respect to any required registration or other qualification of securities under
any federal or state law or regulation or governmental authority other than the
Securities Act.

    


    11.          Miscellaneous.

    


    (a)           Governing Law. This
Agreement shall be governed by and construed in accordance with the laws of the
State of New York and the United States of America, both substantive and
remedial. Any judicial proceeding brought hereto shall be brought in the courts
of the State of New York, New York County, or in the United States District
Court for the Southern District of New York and, by its execution and delivery
of this agreement, each party to this Agreement accepts the jurisdiction of such
courts. The foregoing consent to jurisdiction shall not be deemed to confer
rights on any person other than the parties to this Agreement.

    


    (b)           Successors and
Assigns.  Except as otherwise provided herein, the provisions
hereof shall inure to the benefit of, and be binding upon, the successors,
Permitted Assigns, executors, and administrators of the parties
hereto.  In the event the Company merges with, or is otherwise
acquired by, a direct or indirect subsidiary of a publicly traded company, the
Company shall condition the merger or acquisition on the assumption by such
parent company of the Company's obligations under this Agreement.

    


    (c)           Entire
Agreement.  This Agreement constitutes the full and entire
understanding and agreement between the parties with regard to the subjects
hereof.

    


    (d)           Notices, etc. All
notices or other communications which are required or permitted under this
Agreement shall be in writing and sufficient if delivered by hand, by facsimile
transmission, by registered or certified mail, postage pre-paid, by electronic
mail, or by courier or overnight carrier, to the persons at the addresses set
forth below (or at such other address as may be provided hereunder), and shall
be deemed to have been delivered as of the date so delivered:

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    


    If to the
Company:                                         AMBER
Ready, Inc.

    101
Roundhill Drive

    Rockaway,
New Jersey 07866

    Attn:  Kai
D. Patterson, CEO

    Facsimile:
(973) 532-0794

    e-mail:
kdp@amberready.com

    


    with a
copy
to:                                               Sichenzia
Ross Friedman Ference LLP

    61
Broadway

    New York,
New York 10006

    Attention:
Marc J Ross, Esq.

    Facsimile:
(212) 930-9725

    e-mail:  mross@srff.com

    


    If to the
Purchasers:                                       To
each Purchaser at the address set forth on the respective

    Purchaser’s
Omnibus Signature Page

    to this
Agreement and the Subscription Agreement

    


    with a
copy
to:                                               John
Thomas Financial, Inc.

    14 Wall
Street, 5th
Floor

    New York,
New York 10005

    Attention:
Thomas Belesis

    Facsimile:
(800) 598-9945

    e-mail:  TBelesis@johnthomasbd.com

     
 

    or at
such other address as any party shall have furnished to the other parties in
writing.

    


    (e)           Delays or
Omissions.  No delay or omission to exercise any right, power,
or remedy accruing to any Holder of any Registrable Securities, upon any breach
or default of the Company under this Agreement, shall impair any such right,
power, or remedy of such Holder nor shall it be construed to be a waiver of any
such breach or default, or an acquiescence therein, or of or in any similar
breach or default thereunder occurring; nor shall any waiver of any single
breach or default be deemed a waiver of any other breach or default theretofore
or thereafter occurring.  Any waiver, permit, consent, or approval of
any kind or character on the part of any Holder of any breach or default under
this Agreement, or any waiver on the part of any Holder of any provisions or
conditions of this Agreement, must be in writing and shall be effective only to
the extent specifically set forth in such writing.  All remedies,
either under this Agreement, or by law or otherwise afforded to any holder,
shall be cumulative and not alternative.

    


    (f)           Titles and
Subtitles.  The titles and subtitles used in this Agreement are
used for convenience only and are not to be considered in construing or
interpreting this Agreement.

    


    (g)           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
enforceable against the parties actually executing such counterparts, and all of
which together shall constitute one instrument.

    


    (h)           Severability. In the
case any provision of this Agreement shall be invalid, illegal, or
unenforceable, the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    (i)           Amendments. The
provisions of this Agreement may be amended at any time and from time to time,
and particular provisions of this Agreement may be waived, with and only with an
agreement or consent in writing signed by the Company and by the holders of a
majority of the number of shares of Registrable Securities outstanding as of the
date of such amendment or waiver. The Purchasers acknowledge that by the
operation of this Section 11(i), the holders of a majority of the outstanding
Registrable Securities may have the right and power to diminish or eliminate all
rights of the Purchasers under this Agreement.

    


    (j) Limitation on Subsequent
Registration Rights. After the date of this Agreement, the Company shall
not, without the prior written consent of the Holders of at least a majority of
the Registrable Securities then outstanding, enter into any agreement with any
holder or prospective holder of any securities of the Company that would grant
such holder registration rights senior to those granted to the Holder
hereunder.

    


    (k) Omnibus Signature
Page. With respect to the Purchasers, this Agreement is intended to be
read and construed in conjunction with the Subscription Agreement. Accordingly,
pursuant to the terms and conditions of this Agreement and such related
agreements, it is hereby agreed that the execution by any Purchaser of the
Subscription Agreement, in the place set forth therein, shall constitute his/her
agreement to be bound by the terms and conditions hereof and the terms and
conditions of the Subscription Agreement and this Agreement, with the same
effect as if each of such separate but related agreements were separately
signed.

    


    [signature
page follows]

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    This
Registration Rights Agreement is hereby executed as of the date first above
written.

     

    
      
        	 	Company:	 
	 	AMBER READY, INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ KAI
      D. PATTERSON	 
	 	 	Kai
      D. Patterson	 
	 	 	
                Chief
      Executive Officer

              	 
	 	 	 	 


      

    

     

    
      	 	
              JOHN
      THOMAS FINANCIAL, INC.

              (as
      to Section 4 only)

            	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ THOMAS
      BELESIS	 
	 	 	Thomas Belesis	 
	 	 	
              Chief
      Executive Officer

            	 
	 	 	 	 


    

     

    
      
        	 	
                PURCHASER

              	 
	 	 	 	 
	
              	
                By:
      

              	/s/ 	 
	 	 	Name 	 
	 	 	Title 	 
	 	 	See
      Omnibus Signature Pages for Purchasers’ Signatures	 


      

    

    


    


    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    


    Exhibit
A

    


    AMBER
READY, INC.

    


    SELLING
STOCKHOLDERS’ QUESTIONNAIRE 

    


    The
following information is requested from you in connection with the preparation
and filing by AMBER Ready, Inc. (the “Company”) of a Registration Statement on
Form S-3 or other appropriate form (the “Registration Statement”) with the
Securities and Exchange Commission (the “SEC”) covering the sale of shares of
the Company’s common stock underlying Warrants by certain
stockholders.

    


    We would
appreciate your answering all of the questions included in this questionnaire,
even though your answers may be in the negative, so that the Company will have a
record of your responses for use in connection with the preparation of the
Registration Statement.  It is requested that you
give careful attention to each question and that you complete this questionnaire
personally.

    


    In order
to assist you in completing this questionnaire, certain terms used herein are
defined in the appendix which is attached to this questionnaire.  Each
of such defined terms has been bolded and
italicized for identification.  The term “person,” as used in
this questionnaire, means any natural person, company, government or political
subdivision, agency or instrumentality of a government.

    


    After
you have completed the following questionnaire, please send the completed
questionnaire by facsimile ((212) 930-9725) or overnight courier as soon as
possible to the attention of James M. Turner, Esq. at Sichenzia Ross Friedman
Ference LLP, 61 Broadway, 32nd
Floor, New York, New York 10006.

     

    *********************

     

     

    General
Information

     

    1.           Please
provide your full name and address or the full name and address of the entity on
whose behalf you are completing this questionnaire.  The address may
be a business, mailing or residence address.

    


    Name:                                                                                                                                          

     

     

    Address:                                                                                                                                          

     

    2.  Name
the Control Person of your organization:  

     

    Securities
Holdings

     

    1.           Please
fill in all blanks in the following questions related to your beneficial
ownership of the Company’s common stock.  Generally, the term
“beneficial
ownership” refers to any direct or indirect interest in the securities
which entitles you to any of the rights or benefits of ownership, even though
you may not be the holder of record of the securities.  For example,
securities held in “street name” over which you exercise voting or investment
power would be considered beneficially
owned by you.  Other examples of indirect ownership include
ownership by a partnership in which you are a partner or by an estate or trust
of which you or any member of your immediate
family is a beneficiary.  Ownership of securities held in the
names of your spouse, minor children or other relatives who live in the same
household may be attributed to you.

     

    
      
        
        

      

      
        A -
1

        
          

        

      

      
        
        

      

    

    


    If you
have any reason to believe that any interest in securities of the Company which
you may have, however remote, is a beneficial interest, please describe such
interest.  For purposes of responding to this questionnaire, it is
preferable to err on the side of inclusion rather than
exclusion.  Where the SEC’s interpretation of beneficial
ownership would require disclosure of you interest or possible interest
in certain securities of the Company, and you believe that you do not actually
possess the attributes of beneficial
ownership, an appropriate response is to disclose the interest and at the
same time disclaim beneficial
ownership of the securities.

    


    Please
indicate the amount of common stock of the Company or any of its subsidiaries
which you beneficially
owned as of the date hereof.

    


    For each
holding:

    


    
      	
               
      

            	
              ·

            	
              State
      the nature of the holding (i.e., held in your own
      name, jointly, as a trustee or beneficiary of a trust, as a custodian, as
      an executor, in discretionary accounts, by your spouse or minor children,
      by a partnership of which you are a partner, etc.),
  and

            


    

     

    
      	
               
      

            	
              ·

            	
              State
      whether you are the beneficial
      owner by reason of (i) sole voting power, (ii) shared voting power,
      (iii) sole investment power, (iv) shared investment power, (v) the right
      to acquire stock within 60 days of the end of the calendar year, and/or
      (vi) the right to acquire stock with the purpose of changing or
      influencing control.

            


    

     

    
      	
               
      

            	
              ·

            	
              Indicate
      in the Remarks column whether you have sole or shared voting or investment
      power with respect to any such securities, and in what capacity (i.e., individual,
      general partner, trustee) you have such power or
  powers.

            


    

     

    
      	
               
      

            	
              ·

            	
              If
      you wish to disclaim beneficial
      ownership of any shares listed, so indicate by writing the word
      “Disclaim” in the Remarks column below; and you understand that such
      shares will be shown separately from your beneficial holdings and an
      appropriate disclaimer set forth.

            


    

     

    
      	
               
      

            	
              ·

            	
              If
      any of the shares listed are subject to any claim, encumbrance, pledge or
      lien, so indicate in the Remarks
column.

            


    

     

    
      
        
        

      

      
        A -
2

        
          

        

      

      
        
        

      

    

    


    
      	
              Number
      of

                Shares  

            	
              Registered
      in

              the Name of

            	
              Beneficially

              Owned by

            	
              Remarks

            	
              Shares Voted

            	
               

              Shares to be Sold

            
	
              ________

            	
              _______________

            	
              _______________

            	
              _______________

            	
              ________

            	
              ________

            
	
              ________

            	
              _______________

            	
              _______________

            	
              _______________

            	
              ________

            	
              ________

            
	
              ________

            	
              _______________

            	
              _______________

            	
              _______________

            	
              ________

            	
              ________

            
	
              ________

            	
              _______________

            	
              _______________

            	
              _______________

            	
              ________

            	
              ________

            
	
              ________

            	
              _______________

            	
              _______________

            	
              _______________

            	
              ________

            	
              ________

            
	
              ________

            	
              _______________

            	
              _______________

            	
              _______________

            	
              ________

            	
              ________

            
	
              ________

            	
              _______________

            	
              _______________

            	
              _______________

            	
              ________

            	
              ________

            
	
              ________

            	
              _______________

            	
              _______________

            	
              _______________

            	
              ________

            	
              ________

            


    

     

     

    
 

    
      
        
        

      

      
        A -
3

        
          

        

      

      
        
        

      

    

     

    2.           5%
Stockholders

    


    To the
best of my knowledge, all persons (including myself and my associates
and including corporations, partnerships, trusts, associations and other such
groups) who beneficially
own more than 5% of any class of the Company’s stock are described
below:

    


    
      	
              Name
      of

              Beneficial

                 Owner   

            	
              Class
      of Shares

              Beneficially

                  Owned    

            	
              Holder
      of

              Voting
      or

              Investment
Power

            


    

    


    


    


    


    


    


    


    


    


     

     

    
      
        
        

      

      
        A -
4

        
          

        

      

      
        
        

      

    

     

    No
Adverse Interest

     

    All
interests I or my associates
have or will have that are adverse to the Company interests in any pending or
contemplated legal proceeding or government investigation to which the Company
is or will be a party (or to which its property may be subject) are described
below:

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        A -
5

        
          

        

      

      
        
        

      

    

     

    Voting
Arrangement

     

    All
voting trusts or similar agreements or arrangements
of which I have knowledge under which more than 5% of the Company’s outstanding
common stock, on an as converted basis, is held or to be held are described
below:

    


    
      	
              Names and Addresses of Voting
      Trustees

            	
              Voting
      Rights and Other Powers

              Under Trust, Agreement or
      Arrangement

            
	 
      	 
      
	 
      	 
      
	 
      	 
      
	 
      	 
      


    

    


    


    


    


    


     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        A -
6

        
          

        

      

      
        
        

      

    

     

    Change
in Control

     

    All arrangements
of which I have knowledge, including any pledge by any person of securities of
the Company, the operations of which may at a subsequent date result in a change
in control of
the Company, are described below:

     

    Transactions
with the Company

     

    1.           Information
regarding all material
interests of yours or your associates in any actual or proposed transaction
during the last three fiscal years to which the Company was or is to be a party
and that are identified under “Securities Holdings” above) is provided
below.  Further, no such transaction
need be described if:

    


    (a)           the
amount involved (including all periodic installments in the case of any lease or
other agreement provided for periodic payments or installments and including the
value of all transactions In a series of similar transactions) does not exceed
$60,000;

    


    (b)           the
rates or charges involved in the transaction are fixed by law or governmental
authority or determined by competitive bids;

    


    (c)           the
services involved are as a bank depositary of funds, transfer agent, registrar,
trustee under a trust indenture or other similar service;

    


    (d)           my
interest arises solely from my ownership of securities of the Company and I
received no extra or special benefit not shared on a pro rata basis by all other
holders of securities in the same class;

    


    (e)           my
interest in the corporation that is a party to the transaction is solely as a
director; or

    


    (f)           my
interest arose solely as an officer and/or director of the Company (e.g., my
compensation arrangement with the Company).

    


    Description:

    


    


    


    


    


     

     

     

     

    
      
        
        

      

      
        A -
7

        
          

        

      

      
        
        

      

    

     

    Affiliation
with Accountants or attorneys

     

    Described
below is any interest, affiliation or connection you have with the firm of
Sichenzia Ross Friedman Ference LLP, GBH CPAs, PC, Salerno, Gannon & Angelo,
P.C. or any other law firm or accounting firm that has been retained by the
Company during the last three fiscal years or is proposed to be retained by the
Company:

    


    


    


    


    


    


    


    


    


    


    


    


    


    


    


     

     

     

     

    
      
        
        

      

      
        A -
8

        
          

        

      

      
        
        

      

    

     

    Contracts
with the Company

     

    Described
below are all contracts with the Company or in which the Company has a
beneficial interest, or to which the Company has succeeded by assumption or
assignment, to which you or any of your associates
is a party, which are to be performed in whole or in part at or after the date
of the proposed filing of the Registration Statement, or which were made not
more than two years prior thereto:

    


    


    


    


    


     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        A -
9

        
          

        

      

      
        
        

      

    

     

    FINRA-RELATED
QUESTIONS

     

    (1)          Are
you (i) a “member” of the Financial Industries Regulatory Authority, Inc.
(“FINRA”), (ii)
an “affiliate” of a member of the FINRA, (iii) a “person associated with a
member” or “associated person of a member” of the FINRA or (iv) associated with
an “underwriter or related person” with respect to the proposed initial public
offering for the Company?

     

    Yes                        No         

     

    For the
sole purpose of this Question: (i) the FINRA defines a “member” as being either
any broker or dealer admitted to membership in the FINRA or any officer or
partner of such a member or the executive representative of such member or the
substitute for such representative; (ii) the term “affiliate” means a person
that directly, or indirectly through one or more intermediaries, controls, or is
controlled by, or is in common control with the person
specified.  Persons who have acted or are acting on behalf or for the
benefit of a person include, but are not necessarily limited to, directors,
officers, employees, agents, consultants and sales representatives; (iii) the
FINRA defines a “person associated with a member” or “associated person of a
member” as being every sole proprietor, partner, officer, director or branch
manager of any member, or any natural person occupying a similar status or
performing similar functions, or any natural person engaged in the investment
banking or securities business who is directly or indirectly controlling or
controlled by such member (for example, any employee), whether or not any such
person is registered or exempt from registration with the FINRA; and (iv) the
term “underwriter or related person” includes, with respect to a proposed
offering, underwriters, underwriters’ counsel, financial consultants and
advisers, finders, members of the selling or distribution group, and any and all
other persons associated with or related to any such persons.

    


    If yes,
kindly describe such relationship (whether direct or indirect) and please
respond to Questions (2) and (3) below; if no, please proceed to Question
(4).

    


    (2)   Please
set forth information as to all purchases and acquisitions (including contracts
for purchase or acquisition) of securities of the Company by you, regardless of
the time acquired or the source from which derived:

     

    
    

     

    
      	
              Seller
      or

              Prospective
      Seller 

            	
              Amount
      and

              Nature of
      Securities

            	
              Price or Other
      

              Consideration

            	Date
	 	 	 	 
	 	 	 	 


    

     

    


                                                                               

                                                                                                                         

    


    


     

     

     

    
 

    
      
        
        

      

      
        A -
10

        
          

        

      

      
        
        

      

    

     

    (3)   In
connection with your direct or indirect affiliation or association with a
“member” of the FINRA as set forth above in Question (1), please furnish the
identity of such FINRA member and any information, if known, as to whether such
FINRA member intends to participate in any capacity in this proposed initial
public offering, including the details of such participation:

    


    


    


    (4)   Please
describe any underwriting compensation and arrangement or any dealings known to
you between any “underwriter or related person”, “member” of the FINRA,
“affiliate” of a member of the FINRA, “person associated with a member”, or
“associated person of a member” of the FINRA on the one hand and the Company or
controlling shareholder thereof on the other hand, other than information
relating to the proposed initial public offering of the Company:

    


    


    


    (5)   Please
set out below any information, if known, as to whether any “member” of the
FINRA, any “underwriter or related person”, “affiliate” or a member of the
FINRA, “person associated with a member” or “associated person of a member” of
the FINRA may receive any portion of the net offering:

    


     

    
      
        
        

      

      
        A -
11

        
          

        

      

      
        
        

      

    

    


     

    I
understand that material misstatements or the omission of material facts in the
Registration Statement may give rise to civil and criminal liabilities to the
Company, to each officer and director of the Company signing the Registration
Statement and other persons signing the Registration Statement.  I
will notify you and the Company of any misstatement of a material fact in the
Registration Statement or any amendment thereto, and of the omission of any
material fact necessary to make the statements contained therein not misleading,
as soon as practicable after a copy of the Registration Statement or any such
amendment has been provided to me.

    


    I confirm
that the foregoing statements are correct, to the best of my knowledge and
belief.

    


    Dated:
_________________

     

    
      
        	 	
                Very
      truly yours,

              	 
	 	 	 	 
	
              	
              	/s/ 	 
	 	 	
                (Signature)

              	 
	 	 	 	 
	 	 	(Typed
      or Printed Name)	 


      

    

    


    


    


    
      
        
        

      

      
        A -
12

        
          

        

      

      
        
        

      

    

     

     

    Definitions

     

    The term
“arrangement”
means any plan, contract, authorization or understanding whether or not set
forth in a formal document.

    


    The term
“associate”
as used throughout this questionnaire, means (a) any corporation or organization
(other than the Company) of which I am an officer, director or partner or of
which I am, directly or indirectly, the beneficial owner of 5% or more of any
class of equity securities, (b) any trust or other estate in which I have a
substantial beneficial interest or as to which I serve as trustee or in a
similar capacity, (c) my spouse, (d) any relative of my spouse or any relative
of mine who has the same home as me or who is a director or officer or key
executive of the Company, (e) any partner, syndicate member or person with whom
I have agreed to act in concert with respect to the acquisition, holding, voting
or disposition of shares of the Company’s securities.

    


    The term
“beneficially
owned” when used in connection with the ownership of securities, means
(a) any interest in a security which entitles me to any of the rights or
benefits of ownership even though I may not be the owner of record or (b)
securities owned by me directly or indirectly, including those held by me for my
own benefit (regardless of how registered) and securities held by others for my
benefit (regardless of how registered), such as by custodians, brokers,
nominees, pledgees, etc., and including securities held by an estate or trust in
which I have an interest as legatee or beneficiary, securities owned by a
partnership of which I am a partner, securities held by a personal holding
company of which I am a stockholder, etc., and securities held in the name of my
spouse, minor children and any relative (sharing the same home).  A
“beneficial owner” of a security includes any person who, directly or
indirectly, through any contract, arrangement, understanding, relationship or
otherwise has or shares:

    


    (a)           voting
power which includes the power to vote, or to direct the voting of, such
security; and/or

    


    (b)           investment
power which includes the power to dispose, or to direct the disposition, of such
security.

    


    The term
“control”
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management and policies of a person, whether through the
ownership of voting securities, by contract or otherwise.

    


    The term
“immediate
family” means any relationship by blood, marriage or adoption, not more
remote than first cousin.

    


    The term
“material,”
when used in this questionnaire to qualify a requirement for the furnishing of
information as to any subject, limits the information required to those matters
as to which an average prudent investor ought reasonably to be informed before
purchasing the Common Stock of the Company.