Unassociated Document


    EXHIBIT
      10.20

    

      Exhibit
        A

      GEEKS
        ON CALL HOLDINGS, INC.

      SUBSCRIPTION
        AGREEMENT

      


      


      
        	TO:	
                Geeks
                  On Call Holdings, Inc. 

                814
                  Kempsville Road, Suite 106

                Norfolk,
                  Virginia 23502

              


      

      


      
        	AND
                TO:	
                Anderson
                  & Strudwick, Inc. 

                707
                  East Main Street

                20th
                  Floor

                Richmond,
                  Virginia 23219

              


      

      


      Ladies
        and Gentlemen:

      


      I
        understand that Geeks On Call Holdings, Inc., a Delaware corporation (the
        “Company”), is offering to a limited number of investors units (collectively,
        the “Units” and individually, a “Unit”) at a price of $20,000 per Unit (the
        "Unit Price") and that each Unit will consists of (a) the number of shares
        of
        the Company’s .001 par value per share common stock (“Common Stock”) equal to
        the Unit Price divided by the issue price per share of Common Stock and (b)
        common stock purchase warrants (collectively, the “Warrants” and individually, a
“Warrant”), each Warrant being exercisable for a number of shares equal to one
        half (1/2) of the number of shares of Common Stock purchased, at an exercise
        price per share of 125% of the issue price of the Common Stock.

      


      Based
        on
        these premises, I hereby confirm my agreement (the “Subscription Agreement”)
        with you as follows:

      


      1. On
        the
        date hereof, I agree to purchase from the Company, and upon acceptance of
        my
        subscription and in reliance on my representations, warranties, and covenants
        contained herein, the Company will issue and sell to me, such Units of the
        Company as are set forth on the signature page hereof or such lesser number
        of
        Units as the Company may allocate me for $20,000 per Unit, for an aggregate
        amount set forth on the signature page.

      


      2. I
        shall
        purchase the Units by delivering to SunTrust Bank, N.A. (the “Escrow Agent”) a
        certified check or wire transfer in an amount equal to the number of Units
        I am
        purchasing multiplied by the purchase price of $20,000 per Unit.

      


      3. I
        represent, warrant, and agree as follows:

      


      (a) I
        am
        authorized to consummate the purchase of the Units, or, if an individual,
        I am
        of the full age of majority and have all requisite legal capacity and competence
        to consummate the purchase of the Units.

      


      (b) I
        am an
“accredited investor” as defined by Rule 501(a) promulgated under the Securities
        Act of 1933, as described in the Accredited Investor Certificate attached
        hereto
        as Appendix
        1.
        

      


      (c) I
        have
        had an opportunity to ask questions of and receive answers from representatives
        of the Company concerning the investment in the Units. I have reviewed the
        Private Placement Memorandum dated August 8, 2008 (including the “Risk Factors”
section contained therein) and all other materials I have requested in
        connection with my decision to make this investment (the “Information”) and have
        had access to the additional information, if any, concerning the Company
        as I
        have considered necessary in connection with my investment decision to acquire
        the Units. I alone, or with the assistance of my professional advisors, have
        such knowledge and experience in financial and business matters that I am
        capable of evaluating the merits and risks of the investment in the Units.
        I
        acknowledge that I have conducted my own due diligence with respect to the
        Company, the Units, and any other matter which I believe to be material to
        my
        decision to invest in the Company and further acknowledge that I am making
        my
        investment decision based on this due diligence.

      


      (d) I
        understand that the Units to be issued pursuant to this Subscription Agreement
        have not been passed on as to the fairness or recommended or endorsed by
        any
        U.S. federal or state agency and their issuance will not be registered under
        the
        Securities Act of 1933 or the securities laws of any state, in reliance upon
        exemptions from registration contained in the Securities Act of 1933 and
        such
        laws. The Company’s reliance upon such exemptions is based in part upon my
        representations, warranties, and agreements contained in this Subscription
        Agreement.

      


      
        
          
          

        

        
          A-1

          
            

          

        

        
          
          

        

      

      (e) I
        am
        purchasing the Units for my own account and not for distribution or resale
        to
        others in violation of U.S. federal or state securities laws, and I agree
        that I
        will not sell or otherwise transfer the Units, the shares of Common Stock,
        the
        Warrants, or the underlying shares of Common Stock unless the securities
        have
        been registered under the Securities Act of 1933 and applicable state securities
        laws or an exemption therefrom is available.

      


      (f) The
        certificates representing the shares of Common Stock, the Warrants and the
        shares of Common Stock underlying the Warrants will contain a legend stating
        that their issuance has not been registered under the Securities Act of 1933
        or
        any state securities laws and referring to the above restrictions on
        transferability and sale. A notation will also be made in the records of
        the
        Company so that transfers of the Units will not be effected in the records
        of
        the Company without compliance with these restrictions.

      


      (g) I
        acknowledge that an investment in the Company is speculative and involves
        a high
        degree of risk, including the loss of my entire investment in the Company.
        

      


      (h) I
        understand and acknowledge that the Units, the shares of Common Stock, the
        Warrants and the shares of Common Stock underlying the Warrants have not
        been
        registered under the Securities Act of 1933 or the securities laws of any
        state
        of the United States, and are, therefore, “restricted securities” within the
        meaning of Rule 144 under the Securities Act of 1933, and that the offer
        and
        sale of the Units to me will be made in reliance upon an exemption from
        registration available to the Company for offers and sales to “accredited
        investors” pursuant to Rule 506 of the Securities Act of 1933 and similar
        exemptions under applicable state securities laws.

      


      (i) I
        acknowledge that I have not purchased the Units, the shares of Common Stock
        or
        the Warrants as a result of any “general solicitation or general advertising”
(as those terms are used in Regulation D under the Securities Act of 1933),
        including, but not limited to, any advertisements, articles, notices or other
        communications published in any newspaper, magazine or similar media or on
        the
        Internet or broadcast over radio, television or the Internet, or any seminar
        or
        meeting whose attendees have been invited by general solicitation or general
        advertising.

      


      (j) I
        agree
        that if I decide to offer, sell, pledge or otherwise transfer any of the
        shares
        of Common Stock, the Warrants or the shares of Common Stock underlying the
        Warrants, I will not offer, sell, pledge or otherwise transfer any such
        securities, directly or indirectly, unless: (1) the transfer is pursuant
        to an
        effective registration statement under the Securities Act of 1933 and applicable
        state securities laws or (2) the transfer is made in another transaction
        that
        does not require registration under the Securities Act of 1933 or any applicable
        state securities laws, after I have furnished to the Company an opinion of
        counsel of recognized standing in form and substance satisfactory to the
        Company
        to that effect.

      


      (k) I
        understand and acknowledge that upon the original issuance of the shares
        of
        Common Stock, the Warrants and the shares of Common Stock underlying the
        Warrants and until the time as the same is no longer required under applicable
        requirements of the Securities Act of 1933 or applicable state securities
        laws,
        certificates representing the securities, and all certificates issued in
        exchange therefor or in substitution thereof, shall bear the following
        legend(s):


       

      “THE
        SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER
        THE
        UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”). THESE
        SECURITIES MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS
        SUCH SECURITIES ARE REGISTERED UNDER THE 1933 ACT AND THE SECURITIES LAWS
        OF ALL
        APPLICABLE STATES OF THE UNITED STATES OR ARE OFFERED AND SOLD IN A TRANSACTION
        THAT DOES NOT REQUIRE REGISTRATION UNDER THE 1933 ACT OR ANY APPLICABLE STATE
        SECURITIES LAWS, AND THE HOLDER HAS, PRIOR TO SUCH SALE, FURNISHED TO THE
        COMPANY AN OPINION OF COUNSEL, OF RECOGNIZED STANDING, OR OTHER EVIDENCE
        OF
        EXEMPTION, REASONABLY SATISFACTORY TO THE COMPANY AS TO THE AVAILABILITY
        OF AN
        EXEMPTION.”

       

      


      
        
          
          

        

        
          A-2

          
            

          

        

        
          
          

        

      

      


      (l) I
        consent
        to the Company making a notation on its records or giving instructions to
        any
        transfer agent of the shares of Common Stock, the Warrants or the shares
        of
        Common Stock underlying the Warrants in order to implement the restrictions
        on
        transfer set forth and described herein.

       

      (m) I
        understand that the Warrants may not be exercised unless an exemption from
        registration is available under the Securities Act of 1933 and any applicable
        state securities laws and the Company has received an opinion of counsel
        of
        recognized standing to that effect in form and substance satisfactory to
        the
        Company; provided, however, that a holder who is an “accredited investor” at the
        time of exercise of the Warrant and that purchased Units in the Company’s
        private placement will not be required to deliver an opinion of counsel in
        connection with the exercise of Warrants that are a part of those Units.
        

      


      4. I
        acknowledge that the Information is confidential, and I agree that all the
        Information shall be kept in confidence by me; provided
        that
        this obligation shall not apply to any Information that (i) is part of the
        public knowledge or literature and readily accessible as of the date hereof;
        (ii) becomes part of the public knowledge or literature and readily accessible
        by publication (except as a result of a breach of this provision); or (iii)
        is
        rightfully received, free of confidentiality obligations, from a third party
        (except a third party who discloses the Information in violation of any
        confidentiality agreement). Further, this obligation does not prohibit my
        discussion of the Information with my counsel, accountant, or other financial
        adviser solely for the purpose of assisting my analysis and assessment of
        the
        Information and an investment in the Company, provided that such parties
        are
        bound by confidentiality restrictions no less strict than those contained
        herein.

      


      5. I
        acknowledge that the Company and its officers, directors, employees, agents,
        and
        affiliates are relying on the truth and accuracy of the foregoing
        representations and warranties in offering Units for sale to me without having
        first registered the issuance of the Units, the shares of Common Stock or
        the
        Warrants under the Securities Act of 1933 and applicable state securities
        laws.
        I also understand the meaning and legal consequences of the representations
        and
        Warranties in this Subscription Agreement, and I agree to indemnify and hold
        harmless the Company and each of its officers, managers, directors, affiliates,
        agents, and employees from and against any and all loss, damage or liability,
        including costs and expenses (including reasonable attorneys’ fees), due to or
        arising out of a breach of any of the representations or warranties or any
        failure to fulfill any covenants or agreements contained in this Subscription
        Agreement. All representations, warranties, and covenants contained in this
        Subscription Agreement and the indemnification contained in this Paragraph
        5
        shall survive the acceptance of this Subscription Agreement and the sale
        of the
        Units. I acknowledge that this Subscription Agreement will not be deemed
        to be
        accepted until it is signed by the Company and returned to me. Notwithstanding
        the foregoing, however, no representation, warranty, acknowledgement, or
        agreement made herein by the undersigned shall in any manner be deemed to
        constitute a waiver of any rights granted to me under United States federal
        or
        state securities laws.

      


      6. I
        acknowledge that:

      


      	(i)  	
              no
                securities commission or similar regulatory authority has reviewed or
                passed on the merits of the Units and underlying securities of this
                offering; and

            


       

      	(ii)  	
              there
                is no government or other insurance covering the Units and underlying
                securities under this offering; and

            


       

      	(iii)  	
              there
                are risks associated with the purchase of the Units;
                and

            


       

      	(iv)  	
              there
                are restrictions on my ability to resell the Units and underlying
                securities and it is my responsibility to find out what those restrictions
                are and to comply with them before selling the Units and any of the
                underlying securities.

            


       

      7. This
        Subscription Agreement constitutes the entire agreement between the parties
        hereto with respect to the subject matter hereof and may be amended or modified
        only by a writing executed by the party to be bound thereby. This Subscription
        Agreement may be executed in multiple counterparts, each of which shall
        constitute an original but all of which shall constitute but one and the
        same
        instrument. This Subscription Agreement may be executed and delivered by
        facsimile transmission, which will constitute the legal delivery hereof.
        This
        Subscription Agreement shall be governed by and construed in accordance with
        the
        laws of the Commonwealth of Virginia.

      


      
        
          
          

        

        
          A-3

          
            

          

        

        
          
          

        

      

      8. Correspondence
        addressed to me should be sent to the address listed below until such time
        as I
        shall notify the Company, in writing, of a different address to which the
        correspondence and notices are to be sent.

      


      9. I
        acknowledge that this Subscription Agreement is a subscription to purchase
        Units
        in the aggregate amount set forth below.

      


      


      


      Signature
        Page to Follow.


      
        
          
          

        

        
          A-4

          
            

          

        

        
          
          

        

      


      SIGNATURE
        PAGE TO THE
        

      SUBSCRIPTION
        AGREEMENT 

      WITH

      GEEKS
        ON CALL HOLDINGS, INC.

      


      


      IN
        WITNESS WHEREOF,
        I have
        executed this Subscription Agreement as of the date set forth
        below:

      


      ______________________________________________________________________

      Name:

      


      Please
        indicate form of ownership the undersigned desires for the Units:  ̈
        Individual,  ̈
        Joint
        Tenants with Right of Survivorship(1),  ̈
        Tenants
        in Common(2),  ̈
        Qualified Trust,  ̈
        Custodian for _________________________________________.

      


      State
        of Residence:

      ______________________________________________________________________


       

      Address: 
        ________________________________________________________________

       

      ______________________________________________________________________


       

      Phone
        Number: ____________________________________________________________________

      


      E-mail
        Address: ____________________________________________________________________

       

      S.S.#
        or Tax Identification #:  ___________________________________________________________

      


      No.
        of Units: _______________________________________________________________________

      


      Aggregate
        Purchase Price:  ____________________________________________________________


       

      Date: 
        ___________________________________________________________________________


      


      Accepted:

      


      GEEKS
        ON
        CALL HOLDINGS, INC.

      


      


      By:
        _______________________________________________________________________________________

      Name: 
        _________________________________________________________________________________

      Title: 
        __________________________________________________________________________________

      


      Date:
        ___________________________________________________________________________

      


      No.
        of
        Units: ______________________________________________________________________

       

      
        
          

        

        
          	(1)	
                  When
                    securities are held as Joint Tenants with right of Survivorship,
                    upon the
                    death of one owner, ownership of the securities will pass automatically
                    to
                    the surviving owner(s).

                


        

         

      

      
        	
                (2)

              	
                When
                  securities are held as Tenants in Common, upon the death of one
                  owner,
                  ownership of the securities will be held by the surviving owner(s)
                  and by
                  the heirs of the deceased owner.

              


      

       

      
        	 	 


      

      



      
        
          
          

        

        
          A-5

          
            

          

        

        
          
          

        

      


      APPENDIX
        I

      ACCREDITED
        INVESTOR CERTIFICATE

      


      ***
        ALL INFORMATION WILL BE TREATED CONFIDENTIALLY ***

      


      In
        connection with the purchase by the undersigned purchaser of the purchaser’s
        units, the purchaser, on its own behalf and on behalf of each of the beneficial
        purchasers (if any) for whom the purchaser is acting, hereby represents,
        warrants, covenants and certifies to the Company and Anderson & Strudwick,
        Inc. (and acknowledges that the Company and Anderson & Strudwick, Inc. and
        their respective counsel are relying thereon) that the purchaser and each
        of the
        beneficial purchasers (if any) for whom the purchaser is acting is an
“accredited investor” as defined in Rule 501(a) of Regulation D under the
        Securities Act of 1933, because it falls within the “accredited investor”
category or categories marked below (PLEASE
        MARK EACH APPLICABLE CATEGORY BELOW USING “P” FOR THE PURCHASER AND “BP” FOR
        EACH BENEFICIAL PURCHASER):

      


      
        	
                _____

              	
                Category 1.    

              	
                A
                  bank, as defined in Section 3(a)(2) of the Securities
                  Act of 1933,
                  whether acting in its individual or fiduciary capacity;
                  or

              
	 	 	 
	
                _____

              	
                Category
                  2.

              	
                A
                  savings and loan association or other institution as defined in
                  Section
                  3(a)(5)(A) of the Securities
                  Act of 1933,
                  whether acting in its individual or fiduciary capacity;
                  or

              
	 	 	 
	
                _____

              	
                Category
                  3.

              	
                A
                  broker or dealer registered pursuant to Section 15 of the Securities
                  Exchange Act of 1934; or

              
	 	 	 
	
                _____

              	
                Category
                  4.

              	
                An
                  insurance company as defined in Section 2(13) of the Securities
                  Act of 1933;
                  or

              
	 	 	 
	
                _____

              	
                Category
                  5.

              	
                An
                  investment company registered under the Investment Company Act
                  of 1940;
                  or

              
	 	 	 
	
                _____

              	
                Category
                  6.

              	
                A
                  business development company as defined in Section 2(a)(48) of
                  the
                  Investment Company Act of 1940; or

              
	 	 	 
	
                _____

              	
                Category
                  7.

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

              
	 	 	 
	
                _____

              	
                Category
                  8.

              	
                A
                  plan established and maintained by a state, its political subdivision
                  or
                  any agency or instrumentality of a state or its political subdivisions,
                  for the benefit of its employees, with total assets in excess of
                  US
                  $5,000,000; or

              
	 	 	 
	
                _____

              	
                Category
                  9.

              	
                An
                  employee benefit plan within the meaning of the 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 advisor, or an employee benefit plan with total assets
                  in
                  excess of US$5,000,000 or, if a self-directed plan, the investment
                  decisions are made solely by persons who are accredited investors;
                  or

              
	 	 	 
	
                _____

              	
                Category 10.

              	
                A
                  private business development company as defined in Section 202(a)(22)
                  or
                  the Investment Advisors Act of 1940; or

              
	 	 	 
	
                _____

              	
                Category 11.

              	
                A
                  tax-exempt organization described in Section 501(c)(3) of the U.S.
                  Internal Revenue Code of 1986, a corporation, or similar business
                  trust,
                  or a partnership not formed for the specific purpose of acquiring
                  the
                  securities offered, with total assets in excess of US $5,000,000;
                  or

              
	 	 	 
	
                _____

              	
                Category
                  12.

              	
                A
                  director, executive officer or general partner of the Company or
                  a
                  director, executive officer or general partner of a general partner
                  of the
                  Company; or

              
	 	 	 
	
                _____

              	
                Category
                  13.

              	
                A
                  natural person whose individual net worth, or joint net worth with
                  that
                  person’s spouse, at the time of this purchase exceeds U S$1,000,000;
                  or

              


      

       

      
        
          
          

        

        
          A-6

          
            

          

        

        
          
          

        

         

      

      
        	
                _____

              	
                Category
                  14.

              	
                A
                  natural person who had an individual income in excess of US $200,000
                  in
                  each of 2006 and 2007 or joint income with that person’s spouse in excess
                  of US $300,000 in each of 2006 and 2007 and has a reasonable expectation
                  of reaching the same income level in 2008; or

              
	 	 	 
	
                _____

              	
                Category
                  15.

              	
                A
                  trust, with total assets in excess of US $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)
                  of
                  Regulation D under the Securities Act of 1933; or

              
	 	 	 
	
                _____

              	
                Category
                  16.

              	
                An
                  entity in which all of the equity owners are accredited
                  investors.

              


      

      


      


      DATED
        this________ day of  ,
        2008.

      
        	 	 	 
	 	
                Name
                  and Address of Purchaser

              	 
	
              	 
	 	
                (Name
                  of Purchaser - please print)

              	 
	 	 	 
	By:	
              	 
	
              	
                (Official
                  Capacity or Title of Signatory on Behalf of an Entity , or, if
                  purchaser
                  is an Individual, Please Note Individual - please print)

              	 
	 	 	 
	
              	 
	Signature
                of Purchaser (or Authorized Signing Authority of Purchaser)	 
	 	 	 
	 	 
	(Please
                print name of individual whose signature appears above if different
                than
                the name of the Purchaser printed above.)	 


      

      


      


      


      
        
          
          

        

        
          A-7