ex10-1.htm


     

    
      

      

    

    
      NONE
OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT SUBSCRIPTION AGREEMENT (THE
“SUBSCRIPTION AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE
SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN THE
UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS.

      


      PRIVATE PLACEMENT SUBSCRIPTION
AGREEMENT

      (United
States Accredited Subscribers Only)

       

      
        
          	 TO:  	ETHOS ENVIRONMENTAL, INC. (the
      “Company”) 

                  6800
      GATEWAY PARK DRIVE

                  SAN
      DIEGO, CA 92154 USA

                


        

      

       

      Purchase of
Shares

      


      1.           Subscription

      


      1.1           The
undersigned, namely, MKM Opportunity Master Fund, Limited, a Cayman Islands
corporation, (the “Subscriber”) hereby irrevocably subscribes for and agrees to
purchase from the Company, on the basis of the representations and warranties
and subject to the terms and conditions set forth herein, 750,000 common shares
in the capital of the Company (the “Shares”) at the price of US$0.20 per Share
(such subscription and agreement to purchase being the “Subscription”) and
warrants to purchase 500,000 shares of Common Stock in the Company for a period
of five years from this agreement at a strike price of $0.30 per share (warrant
agreement attached) for the total purchase price of $150,000 (the “Subscription
Proceeds”), of which $120,000 is being tendered herewith and $30,000 is due and
owing by the Company to the Subscriber based on the terms of a prior
transaction, on the basis of the representations and warranties and subject to
the terms and conditions set forth herein.

      


      1.2           Subject
to the terms hereof, the Subscription will be effective upon its acceptance by
the Company. The Subscriber acknowledges that the offering of the Shares
contemplated hereby is part a private placement of Shares having an aggregate
subscription level of US$150,000 (the “Offering”). The Offering is not subject
to any minimum aggregate subscription level.

      


      2.           Payment

      


      2.1           The
Subscription Proceeds must accompany this Subscription and shall be paid by
certified check or bank draft drawn on a U.S. national bank made payable and
delivered to the Company. Alternatively, the Subscription Proceeds may be wired
to the Company to the wiring instructions that are provided in this Subscription
Agreement.

      


      2.2           The
Subscriber acknowledges and agrees that this Subscription Agreement, the
Subscription Proceeds and any other documents delivered in connection herewith
will be held on behalf of the Company. In the event that this Subscription
Agreement is not accepted by the Company for whatever reason, which the Company
expressly reserves the right to do, within 30 days of the delivery of an
executed Subscription Agreement by the Subscriber, this Subscription Agreement,
the Subscription Proceeds (without interest thereon) and any other documents
delivered in connection herewith will be returned to the Subscriber at the
address of the Subscriber as set forth in this Subscription
Agreement.

      


      2.3           Where
the Subscription Proceeds are paid to the Company, the Company is entitled to
treat such Subscription Proceeds as an interest free loan to the Company until
such time as the Subscription is accepted and the certificates representing the
Shares have been issued to the Subscriber.

           

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      3. 
 
            Questionnaire and Undertaking and
Direction

       

      3.1           The
Subscriber must complete, sign and return to the Company the following
documents:

       

              (a)   
            two (2)
executed copies of this Subscription Agreement; and

       

              (b)   
            a
Prospective Investor Suitability Questionnaire in the form attached as Appendix
1 (the“Questionnaire”).

      


      3.2             The
Subscriber shall complete, sign and return to the Company as soon as possible,
on request by the Company, any documents, questionnaires, notices and
undertakings as may be required by regulatory authorities, stock exchanges and
applicable law.

       

      4. 
 
            Closing

      


      4.1           Closing
of the offering (the “Offering”) of the Shares (the “Closing”) shall occur on
September ___, 2008, or on such other date as may be determined by the Company
(the “Closing Date”).

       

      5. 
 
            Acknowledgements of
Subscriber

       

      5.1   
            The
Subscriber acknowledges and agrees that:

       

              (a)   
            the
Shares have not been registered under the 1933 Act, or under any state
securities or“blue sky” laws of any state of the United States, and are being
offered only in a transaction not involvingany public offering within the
meaning of the 1933 Act, and, unless so registered, may not be offered or sold
in the United States or to U.S. Persons (as defined herein), except pursuant to
an effective registration statement under the 1933 Act, or pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the 1933 Act, and in each case only in accordance with
applicable state securities laws;

       

              (b)               the
Company will refuse to register any transfer of the Shares not made in
accordancewith the provisions of Regulation S, pursuant to an effective
registration statement under the 1933 Act orpursuant to an available exemption
from, or in a transaction not subject to, the registration requirements of the
1933 Act;

       

              (c)               the
Company has not undertaken, and will have no obligation, to register any of
theShares under the 1933 Act;

       

              (d)              the
decision to execute this Subscription Agreement and purchase the Shares agreed
tobe purchased hereunder has not been based upon any oral or written
representation as to fact or otherwisemade by or on behalf of the Company and
such decision is based entirely upon a review of information (the “Company
Information”) which has been provided by the Company to the Subscriber. If the
Company has presented a business plan or any other type of corporate profile to
the Subscriber, the Subscriber acknowledges that the business plan, the
corporate profile and any projections or predictions contained in any such
documents may not be achieved or be achievable;

       

              (e)               the
Subscriber and the Subscriber's advisor(s) have had a reasonable opportunity to
askquestions of and receive answers from the Company regarding the Offering, and
to obtain additionalinformation, to the extent possessed or obtainable without
unreasonable effort or expense, necessary to verify the accuracy
of the information contained in the Company Information, or any business plan,
corporate profile or any other document provided to the
Subscriber;

       

              (f)   
            the
books and records of the Company were available upon reasonable notice
forinspection, subject to certain confidentiality restrictions, by the
Subscriber during reasonable businesshours at its principal place of business
and that all documents, records and books pertaining to this Offering have been
made available for inspection by the Subscriber, the Subscriber's attorney
and/or advisor(s);

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

              (g)               by
execution hereof the Subscriber has waived the need for the Company
tocommunicate its acceptance of the purchase of the Shares pursuant to this
Subscription Agreement;

       

              (h)               the
Company is entitled to rely on the representations and warranties and the
statementsand answers of the Subscriber contained in this Subscription Agreement
and in the Questionnaire, and theSubscriber will hold harmless the Company from
any loss or damage it may suffer as a result of the Subscriber's failure to
correctly complete this Subscription Agreement or the
Questionnaire;

       

              (i)   
            the
Subscriber will indemnify and hold harmless the Company and, where applicable,
itsrespective directors, officers, employees, agents, advisors and shareholders
from and against any and allloss, liability, claim, damage and expense
whatsoever (including, but not limited to, any and all fees, costs and expenses
whatsoever reasonably incurred in investigating, preparing or defending against
any claim, lawsuit, administrative proceeding or investigation whether commenced
or threatened) arising out of or based upon any representation or warranty of
the Subscriber contained herein, the Questionnaire or in any other document
furnished by the Subscriber to the Company in connection herewith, being untrue
in any material respect or any breach or failure by the Subscriber to comply
with any covenant or agreement made by the Subscriber to the Company in
connection therewith;

       

              (j)   
             the
issuance and sale of the Shares to the Subscriber will not be completed if it
would beunlawful or if, in the discretion of the Company acting reasonably, it
is not in the best interests of theCompany;

       

              (k)   
            the
Subscriber has been advised to consult its own legal, tax and other advisors
withrespect to the merits and risks of an investment in the Shares and with
respect to applicable resalerestrictions and it is solely responsible (and the
Company is in any way responsible) for compliance with applicable resale
restrictions;

       

              (l)   
            the
Shares are not listed on any stock exchange or automated dealer quotation
systemand no representation has been made to the Subscriber that any of the
Shares will become listed on anystock exchange or automated dealer quotation
system, except that currently certain market makers make a market in shares of
the Company on the Over the Counter Bulletin Board (“OTCBB”);

       

              (m)               neither
the SEC nor any other securities commission or similar regulatory authority
hasreviewed or passed on the merits of the Shares;

       

              (n)   
            no
documents in connection with this Offering have been reviewed by the SEC or
anystate securities administrators;

       

              (o)   
            there is
no government or other insurance covering any of the Shares; and

       

                
    (p)   
            this
Subscription Agreement is not enforceable by the Subscriber unless it has
beenaccepted by the Company, and the Subscriber acknowledges and agrees that the
Company reserves theright to reject any Subscription for any
reason.

      


      6. 
 
            Representations, Warranties and
Covenants of the Subscriber

       

      6.1           The
Subscriber hereby represents and warrants to and covenants with the Company
(which representations, warranties and covenants shall survive the Closing)
that:

       

              (a)   
            the
Subscriber is resides in the United States;

       

              (b)   
            the
Subscriber has received and carefully read this Subscription
Agreement;

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

              (c)   
            the
Subscriber has the legal capacity and competence to enter into and execute
thisSubscription Agreement and to take all actions required pursuant hereto and,
if the Subscriber is acorporation, it is duly incorporated and validly
subsisting under the laws of its jurisdiction of incorporation and all necessary
approvals by its directors, shareholders and others have been obtained to
authorize execution and performance of this Subscription Agreement on behalf of
the Subscriber;

       

              (d)   
            the
Subscriber (i) has adequate net worth and means of providing for its current
financialneeds and possible personal contingencies, (ii) has no need for
liquidity in this investment, and (iii) is ableto bear the economic risks of an
investment in the Shares for an indefinite period of time, and can afford the
complete loss of such investment;

       

              (e)               the
Subscriber is aware that an investment in the Company is speculative and
involvescertain risks, including the possible loss of the
investment;

       

              (f)   
            the
entering into of this Subscription Agreement and the transactions
contemplatedhereby do not result in the violation of any of the terms and
provisions of any law applicable to, or, ifapplicable, the constating documents
of, the Subscriber, or of any agreement, written or oral, to which the
Subscriber may be a party or by which the Subscriber is or may be
bound;

       

              (g)               the
Subscriber has duly executed and delivered this Subscription Agreement and
itconstitutes a valid and binding agreement of the Subscriber enforceable
against the Subscriber;

       

              (h)               the
Subscriber has the requisite knowledge and experience in financial and
businessmatters as to be capable of evaluating the merits and risks of the
investment in the Shares and theCompany, and the Subscriber is providing
evidence of such knowledge and experience in these matters through the
information requested in the Questionnaire;

       

              (i)   
            the
Subscriber understands and agrees that the Company and others will rely upon
thetruth and accuracy of the acknowledgements, representations and agreements
contained in thisSubscription Agreement, and agrees that if any of such
acknowledgements, representations and agreements are no longer accurate or have
been breached, the Subscriber shall promptly notify the Company;

       

              (j)   
            All
information contained in the Questionnaire is complete and accurate and may
berelied upon by the Company, and the Subscriber will notify the Company
immediately of any materialchange in any such information occurring prior to the
closing of the purchase of the Shares;

       

              (k)               the
Subscriber is purchasing the Shares for its own account for investment purposes
onlyand not for the account of any other person and not for distribution,
assignment or resale to others, and noother person has a direct or indirect
beneficial interest is such Shares, and the Subscriber has not subdivided his
interest in the Shares with any other person;

       

              (l)   
            the
Subscriber is not an underwriter of, or dealer in, the common shares of the
Company,nor is the Subscriber participating, pursuant to a contractual agreement
or otherwise, in the distribution ofthe Shares;

       

              (m)              the
Subscriber has made an independent examination and investigation of an
investmentin the Shares and the Company and has depended on the advice of its
legal and financial advisors andagrees that the Company will not be responsible
in anyway whatsoever for the Subscriber's decision to invest in the Shares and
the Company;

       

              (n)              
if the Subscriber is acquiring the Shares as a fiduciary or agent for one or
more investoraccounts, the investor accounts for which the Subscriber acts as a
fiduciary or agent satisfy the definitionof an “Accredited Investor”, as the
term is defined under Regulation D of the 1933 Act;

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

              (o)   
            if the
Subscriber is acquiring the Shares as a fiduciary or agent for one or more
investoraccounts, the Subscriber has sole investment discretion with respect to
each such account, and theSubscriber has full power to make the foregoing
acknowledgements, representations and agreements on behalf of such
account;

       

              (p)   
            the
Subscriber is not aware of any advertisement of any of the Shares and is
notacquiring the Shares as a result of any form of general solicitation or
general advertising includingadvertisements, articles, notices or other
communications published in any newspaper, magazine or similar media or
broadcast over radio or television, or any seminar or meeting whose attendees
have been invited by general solicitation or general advertising;
and

       

              (q)   
            no
person has made to the Subscriber any written or oral
representations:

       

              (i)   
             that
any person will resell or repurchase any of the Shares;

       

              (ii)   
            that any
person will refund the purchase price of any of the Shares;

       

              (iii)               as
to the future price or value of any of the Shares; or

       

              (iv)               that
any of the Shares will be listed and posted for trading on any stockexchange or
automated dealer quotation system or that application has been made to list and
postany of the Shares of the Company on any stock exchange or automated dealer
quotation system.

       

      6.2           In
this Subscription Agreement, the term “U.S. Person” shall have the meaning
ascribed thereto in Regulation S and for the purpose of the Subscription
includes any person in the United States.

                    

      7. 
 
            Acknowledgement and
Waiver

       

      
        	
                7.1  

              	
                The
      Subscriber has acknowledged that the decision to purchase the Shares was
      solely made on the basis of publicly available information. The Subscriber
      hereby waives, to the fullest extent permitted by law, any rights of
      withdrawal, rescission or compensation for damages to which the Subscriber
      might be entitled in connection with the distribution of any of the
      Shares.

              


      

      
        	
                7.2  

              	
                The
      Subscriber hereby waives, for this and only this offering, its
      anti-dilution protection that it received as part of its $300,000 Note and
      $300,000 common stock purchase from August 6, 2008.  In exchange
      for such waiver, the subscriber will have the strike price of its
      1,000,000 August 6, 2008 warrants lowered from $0.75 per share to $0.37
      per share.

              


      

       

      8.           Representations and Warranties will
be Relied Upon by the Company

       

      8.1           The
Subscriber acknowledges that the representations and warranties contained herein
are made by it with the intention that they may be relied upon by the Company
and its legal counsel in determining the Subscriber's eligibility to purchase
the Shares under applicable securities legislation, or (if applicable) the
eligibility of others on whose behalf it is contracting hereunder to purchase
the Shares under applicable securities legislation.

        

      The Subscriber further agrees that by
accepting delivery of the certificates representing the Shares on the Closing
Date, it will be representing and warranting that the representations and
warranties contained herein are true and correct as at the Closing Date with the
same force and effect as if they had been made by the Subscriber at the Closing
Date and that they will survive the purchase by the Subscriber of Shares and
will continue in full force and effect notwithstanding any subsequent
disposition by the Subscriber of such Shares.

      


      9. 
 
            Resale
Restrictions

       

      9.1           The
Subscriber acknowledges that any resale of the Shares will be subject to resale
restrictions contained in the securities legislation applicable to each
Subscriber or proposed transferee. The Subscriber acknowledges that the Shares
have not been registered under the 1933 Act of the securities laws of any state
of the United States and that the Company does not intend to register same under
the 1933 Act, or the securities laws of any such state and has no obligation to
do so. The Shares may not be offered or sold in the United States unless
registered in accordance with federal securities laws and all applicable state
securities laws or exemptions from such registration requirements are
available.

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      10.              Legending and Registration of Subject
Shares

       

      10.1           The
Subscriber hereby acknowledges that that upon the issuance thereof, and until
such time as the same is no longer required under the applicable securities laws
and regulations, the certificates representing any of the Shares will bear a
legend in substantially the following form:

      


      “NONE
OF THE SECURITIES REPRESENTED HEREBY HAVE BEEN REGISTERED UNDER THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S. STATE
SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD EXCEPT
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT
TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS.”

      


      The
Subscriber hereby acknowledges and agrees to the Company making a notation on
its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Subscription Agreement.

      


      11.             Costs

       

      11.1           The
Subscriber acknowledges and agrees that all costs and expenses incurred by the
Subscriber (including any fees and disbursements of any special counsel retained
by the Subscriber) relating to the purchase of the Shares shall be borne by the
Subscriber.

                   

      11.2           The
Subscriber hereby acknowledges and agrees to the Company making a notation on
its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Subscription Agreement.

      


      12.            Governing Law

       

      12.1           This
Subscription Agreement is governed by the laws of the State of Nevada and the
federal laws of the United States of America applicable therein. The Subscriber,
in its personal or corporate capacity and, if applicable, on behalf of each
beneficial purchaser for whom it is acting, irrevocably agrees to the
jurisdiction of the State of Nevada.

      


      13.           Survival 

        

      13.1           This
Subscription Agreement, including without limitation the representations,
warranties and covenants contained herein, shall survive and continue in
full force and effect and be binding upon the parties hereto notwithstanding the
completion of the purchase of the Shares by the Subscriber pursuant
hereto.  

         

      14.            Assignment 

         

      14.1            This
Subscription Agreement is not transferable or assignable. 

        

      15.           Severability 

        

      15.1            The
invalidity or unenforceability of any particular provision of this Subscription
Agreement shall not affect or limit the validity or enforceability of the
remaining provisions of this Subscription Agreement.  

        

      16.            Entire
Agreement 

                     

      16.1            Except as expressly provided in this
Agreement and in the agreements, instruments and other documents
contemplated or provided for herein, this Agreement supersedes all prior
agreements regarding the sale of shares and contains the entire agreement
between the parties with respect to the sale of the units, including any and all
shares previously sold by the Company to the Subscriber, and there are no other
terms, conditions, representations or warranties, whether expressed,
implied, oral or written, by statute or common law, by the Company or by anyone
else. 

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      17.            Notices 

                    

      17.1           All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard
form of telecommunication. Notices to the Subscriber shall be directed to
the address on the signature page of this Subscription Agreement and notices to
the Company shall be directed to it at the address written above,
Attention: The President; fax number: (619) 575-9300.

      


      18. 
 
            Counterparts and Electronic
Means

       

      18.1            This
Subscription Agreement may be executed in any number of counterparts, each of
which, when so executed and delivered, shall constitute an original and all of
which together shall constitute one instrument. Delivery of an executed copy of
this Agreement by electronic facsimile transmission or other means of electronic
communication capable of producing a printed copy will be deemed to be execution
and delivery of this Agreement as of the date hereinafter set
forth.

      


      IN WITNESS WHEREOF, the
Subscriber has duly executed this Subscription Agreement as of the date
hereinafter set forth.

      


      DELIVERY
AND REGISTRATION INSTRUCTIONS

      


      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                1. 
         

                                              	
                                                Delivery
      - please deliver the Share certificates to:

                                              
	 
      	MKM
      Opportunity Master Fund, Ltd.	
                                                 

                                              
	 	c/o
      David Skriloff, MKM Capital Advisors, 420 Lexington Avenue, Suite 1718,
      New York, NY  10170 	 
	 
      	
                                                  

                                              
	
                                                2. 
         

                                              	
                                                Registration
      - registration of the certificates which are to be delivered at closing
      should be made as follows:

                                              
	 	same
      as above	 
	 	(name)
	 	 
	 	 	 
	 	

                                                (address)

                                              	 
	
                                                  

                                              
	
                                                3. 
         

                                              	
                                                The
      undersigned hereby acknowledges that he or she will deliver to the Company
      all such additional completed forms in respect of the Subscriber's
      purchase of the Shares as may be required for filing with the appropriate
      securities commissions and regulatory authorities.

                                              
	 
      


                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      

        
          
             


          

          
            7

            
              

            

          

           

        

      

      
        
          
            
              
                
                  
                    
                      
                        	 
      	
                                David
      Skriloff, portfolio manager

                              	 
      
	 
      	
                                (Name
      of Subscriber – Please type or print)

                              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                                (Signature
      and, if applicable, Office)

                              	 
      
	 
      	 
      	 
      
	 
      	
                                420
      Lexington Avenue, Suite 1718

                              	 
      
	 
      	
                                (Address
      of Subscriber)

                              	 
      
	 
      	 
      	 
      
	 
      	
                                New
      York, NY  10170

                              	 
      
	 
      	
                                (City,
      State, and Zip Code of Subscriber)

                              	 
      
	 
      	 
      	 
      
	 
      	
                                United
      States of America

                              	 
      
	 
      	
                                (Country
      of Subscriber)

                              	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                                (Fax
      Number and email address)

                              	 
      


                      

                    

                  

                

              

            

          

        



      ACCEPTANCE

      


      The above-mentioned Subscription
Agreement in respect of the Shares is hereby accepted by Ethos Environmental,
Inc.

      


      DATED at
__________________________________, the _______day of __________________,
2008.

      


      


      ETHOS
ENVIRONMENTAL, INC.

      


      


      


      ___________________________________________

      Title:

      Authorized
Signatory


      
        
           


        

        
          8

          
            

          

        

         

      

      APPENDIX
1

      


      ACCREDITED INVESTOR
QUESTIONNAIRE

      


      All capitalized terms herein, unless
otherwise defined, have the meanings ascribed thereto in the Subscription
Agreement.

      


      This Questionnaire is for use by each
Subscriber who is a US person (as that term is defined Regulation S of the
United States Securities Act of 1933 (the “1933 Act”)) and has indicated an
interest in purchasing Shares of ETHOS ENVIRONMENTAL, INC. (the “Company”). The
purpose of this Questionnaire is to assure the Company that each Subscriber will
meet the standards imposed by the 1933 Act and the appropriate exemptions of
applicable state securities laws. The Company will rely on the information
contained in this Questionnaire for the purposes of such determination. The
Shares will not be registered under the 1933 Act in reliance upon the exemption
from registration afforded by Section 3(b) and/or Section 4(2) and Regulation D
of the 1933 Act. This Questionnaire is not an offer of the Shares or any other
securities of the Company in any state other than those specifically authorized
by the Company.

      


      All information contained in this
Questionnaire will be treated as confidential. However, by signing and returning
this Questionnaire, each Subscriber agrees that, if necessary, this
Questionnaire may be presented to such parties as the Company deems appropriate
to establish the availability, under the 1933 Act or applicable state securities
law, of exemption from registration in connection with the sale of the Shares
hereunder.

      


      The Subscriber covenants, represents
and warrants to the Company that it satisfies one or more of the categories of
“Accredited Investors”, as defined by Regulation D promulgated under the 1933
Act, as indicated below: (Please initial in the space provide those categories,
if any, of an “Accredited Investor” which the Subscriber satisfies)

      


      
        	
                ___X__
      Category 1 

              	
                An
      organization described in Section 501(c)(3) of the United States Internal
      Revenue Code,

              
	 
      	
                a
      corporation, a Massachusetts or similar business trust or partnership, not
      formed for the specific

              
	 
      	
                purpose
      of acquiring the Shares, with total assets in excess of US
      $5,000,000; 

              
	
                ______
      Category 2 

              	
                A
      natural person whose individual net worth, or joint net worth
      with that person's spouse, on the

              
	 
      	
                date
      of purchase exceeds US $1,000,000; 

              
	
                ______
      Category 3 

              	
                A
      natural person who had an individual income in excess of US $200,000
      in each of the two most

              
	 
      	
                recent
      years or joint income with that person's spouse in excess of US $300,000
      in each of those years and has a reasonable expectation of reaching
      the same income level in the current year; 

              
	
                ______
      Category 4 

              	
                A
      “bank” as defined under Section (3)(a)(2) of the 1933 Act or
      savings and loan association or other institution as defined
      in Section 3(a)(5)(A) of the 1933 Act acting in its individual or
      fiduciary capacity; a broker dealer registered pursuant to Section 15
      of the Securities Exchange Act of 1934 (United States); an insurance
      company as defined in Section 2(13) of the 1933 Act; an investment
      company registered under the Investment Company Act of 1940 (United
      States) or a business development company as defined in Section
      2(a)(48) of such Act; 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 (United States); a plan
      with total assets in excess of $5,000,000 established and maintained
      by a state, a political subdivision thereof, or an agency or
      instrumentality of a state or a political subdivision thereof, for
      the benefit of its employees; an employee benefit plan within the meaning
      of the Employee Retirement Income Security Act of 1974 (United
      States) whose investment decisions are made by a plan fiduciary, as
      defined in Section 3(21) of such Act, which is either a bank, savings
      and loan association, insurance company or registered investment
      adviser, or if the employee benefit plan has total assets in excess
      of $5,000,000, or, if a self- directed plan, whose investment decisions
      are made solely by persons that are accredited
      investors; 

              
	
                ______ Category 5 

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

              
	
                ______
      Category 6 

              	
                A
      director or executive officer of the Company; 

              
	
                ______
      Category 7 

              	
                A
      trust with total assets in excess of $5,000,000, not formed for
      the specific purpose of acquiring the Shares, whose purchase is
      directed by a sophisticated person as described in Rule 506(b)(2)(ii)
      under the 1933 Act; 

              
	
                ______
      Category 8 

              	
                An
      entity in which all of the equity owners satisfy the requirements of one
      or more of the foregoing categories; 

              
	 
      	 
      


      

      


      Note that prospective Subscribers
claiming to satisfy one of the above categories of Accredited Investor may be
required to supply the Company with a balance sheet, prior years' federal income
tax returns or other appropriate documentation to verify and substantiate the
Subscriber's status as an Accredited Investor.

      


      If the Subscriber is an entity which
initialed Category 8 in reliance upon the Accredited Investor categories above,
state the name, address, total personal income from all sources for the previous
calendar year, and the net worth (exclusive of home, home furnishings and
personal automobiles) for each equity owner of the said entity:

      


            
The Subscriber hereby certifies that the information contained in this
Questionnaire is complete and accurate and the Subscriber will notify the
Company promptly of any change in any such information. If this Questionnaire is
being completed on behalf of a corporation, partnership, trust or estate, the
person executing on behalf of the Subscriber represents that it has the
authority to execute and deliver this Questionnaire on behalf of such
entity.

      

        
          
             


          

          
            9

            
              

            

          

           

        
IN WITNESS WHEREOF, the
undersigned has executed this
Questionnaire as of September ______,
2008.  

      
         

         

        
          
            
              
                
                  
                    
                      
                        	
                                If
      a Corporation, Partnership or Other Entity: 

                              	 
      	
                                If
      an Individual: 

                              
	
                                 

                                MKM
      Opportunity Master Fund, Ltd.

                              	 
      	 
      
	
                                Print
      or Type Name of Entity 

                              	 
      	
                                Signature 

                              
	
                                 

                                 

                              	 
      	 
      
	
                                Signature
      of Authorized Signatory 

                              	 
      	
                                Print
      or Type Name 

                              
	 
      	 
      	 
      
	
                                Corporation

                              	 
      	 
      
	
                                Type
      of Entity

                              	 
      	
                                Social
      Security/Tax I.D. Number

                              
	 
      	 
      	 
      


                      

                    

                  

                

              

            

          


          
            
               


            

            
              10