SUBSCRIPTION
      AGREEMENT

    


    SUBSCRIPTION
      AGREEMENT
      (the
“Agreement”),
      dated
      as of November
      25, 2008,
      by and
      between Vinyl
      Products, Inc.,
      a
      corporation incorporated under the laws of the state of Nevada (the
“Company”),
      and
      the Purchaser listed on the signature page hereto (the “Purchaser”).

    


    WHEREAS:

     

    A. The
      Company and the Purchaser are executing and delivering this Agreement in
      reliance upon the exemption from securities registration afforded by Section
      4(2) of the Securities Act of 1933, as amended (the “Securities
      Act"),
      and
      Rule 506 of Regulation D promulgated thereunder.

     

    B. The
      Company has authorized the issuance of the Company’s common stock, par value
      $0.0001 per share (the “Common
      Stock”).

     

    C. The
      Purchaser wishes to purchase, and the Company wishes to sell, upon the terms
      and
      conditions stated in this Agreement, the number of shares of Common Stock set
      forth on the signature page hereto at a price of $1.00 per share.

     

    NOW,
      THEREFORE,
      the
      Company and the Purchaser hereby agree as follows:

     

    1. PURCHASE
      AND SALE OF COMMON STOCK.

     

    (a) Purchase
      of Common Stock. 

     

    (i) Upon
      the
      execution hereof, the Company shall issue and sell to the Purchaser, and the
      Purchaser shall purchase from the Company the number of shares (the
“Shares”)
      of
      Common Stock as is set forth on the Subscriber Information and Signature
      Page.

     

    (ii) Purchase
      Price.
      The
      purchase price for the shares of Common Stock to be purchased by the Purchaser
      (the “Purchase
      Price”)
      shall
      be the amount set forth on such Subscriber Information and Signature
      Page.

     

    (b) Form
      and Time of Payment; Delivery of Certificates.

     

    (i) Simultaneous
      with the transmission of this Agreement to the Company, Purchaser shall deliver
      a check made payable to the Company in the full amount of the Purchase
      Price.

     

    (ii) Promptly
      after receipt of the signature pages to this Agreement from Purchaser and the
      Purchase Price, the Company will deliver to Purchaser notice of acceptance
      of
      such the Purchaser's subscription. The Company will deliver a certificate
      evidencing the Shares in the name of the Purchaser to the address set forth
      on
      the signature page hereof as soon as practicable thereafter.

     

    2. PURCHASER’S
      REPRESENTATIONS AND WARRANTIES.

     

    The
      Purchaser represents and warrants that: 

     

    (a) No
      Public Sale or Distribution.
      The
      Purchaser is acquiring the Shares for its own account, not as a nominee or
      agent, and not with a view to the resale or distribution of any part thereof,
      and that the Purchaser has no present intention of selling, granting any
      participation in, pledging or otherwise distributing the same to any Person.
      and
      not with a view towards, or for resale in connection with, the public sale,
      distribution, pledge, hypothecation of or any part thereof in a manner that
      would violate the Securities Act; provided,
      however,
      that by
      making the representations herein, the Purchaser does not agree to hold the
      Shares for any minimum or other specific term and reserves the right to dispose
      of the Shares at any time in accordance with or pursuant to a registration
      statement or an exemption under the Securities Act. The Purchaser does not
      presently have any agreement or understanding, directly or indirectly, with
      any
      Person to sell, pledge, hypothecate or encumber all or any portion of the
      Shares. As used in this Agreement, the term “Person”
means
      an individual, corporation, partnership, association, joint-stock company,
      trust, unincorporated organization and a government or any department or agency
      thereof. 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    


    (b) Purchaser
      Status.
      The
      Purchaser (i) has a preexisting personal or business relationship with the
      Company or one or more of its officers, directors, controlling persons or
      managers; and (ii) is an "accredited investor" as such term is defined in Annex
      A hereto.

     

    (c) 
      Risk
      of Investment.
      The
      Purchaser is aware that an investment in the Shares involves a number of very
      significant risks and has the ability to bear the economic risks of such
      Purchaser's investment.

     

    (d) Knowledge
      and Experience.
      Purchaser has such knowledge and experience in financial, investment and
      business matters as to be capable of evaluating the merits and risks of such
      Purchaser's investment in the Shares and has sought such accounting, legal
      and
      tax advice as it has considered necessary to make an informed investment
      decision with respect to its acquisition of the Shares. 

     

    (e) Reliance
      on Exemptions.
      The
      Purchaser understands that the Shares are being offered and sold to it in
      reliance on specific exemptions from the registration requirements of United
      States Federal and California securities laws and that the Company is relying
      in
      part upon the truth and accuracy of, and the Purchaser’s compliance with, the
      representations, warranties, agreements, acknowledgments and understandings
      of
      the Purchaser set forth herein in order to determine the availability of such
      exemptions and the eligibility of the Purchaser to acquire the
      Shares.

     

    (f) No
      General Solicitation or Advertising.
      The
      Purchaser acknowledges that it is not purchasing the Shares as a result of
      or in
      connection with any general solicitation or general advertising, as such terms
      are used in Regulation D under the Securities Act.

     

    (g) Independent
      Evaluation.
       The
      Purchaser has independently evaluated the merits of its decision to purchase
      the
      Shares, and the Purchaser confirms that it has relied only on the advice of
      or
      any representations by any other Person not affiliated with the Company in
      making such decision.

     

    (h) Information.
      The
      Purchaser and its advisors, if any, have been furnished with all materials
      relating to the business, finances and operations of the Company and materials
      relating to the offer and sale of the Shares which have been requested by the
      Purchaser, including a draft of a Current Report on Form 8-K we will file with
      the Securities and Exchange Commission by November 26, 2008 that includes
      audited and pro forma financial statements as described therein. The Purchaser
      and its advisors, if any, have been afforded the opportunity to ask questions
      of
      the Company and have received answers to any such questions. Neither such
      inquiries nor any other due diligence investigations conducted by the Purchaser
      or its advisors, if any, or its representatives shall modify, amend or affect
      the Purchaser’s right to rely on the Company’s representations and warranties
      contained herein. The Purchaser confirms that, in making a decision to invest
      in
      the Shares, he has relied exclusively on the information contained in the
      Offering Documents by independent investigations of the Company made by him
      and/or his representatives. The undersigned has not received nor has he relied
      upon any oral or written representations in connection with the offering of
      the
      Shares which are in any way inconsistent with the information contained herein
      or in the Offering Documents.

     

    (i) No
      Governmental Review.
      The
      Purchaser understands that no United States agency or any other government
      or
      governmental agency has (i) passed on or made any recommendation or endorsement
      of the Shares or the fairness or suitability of the investment in the Shares,
      (ii) have such authorities passed upon or endorsed the merits of the offering
      of
      the Shares or (iii) has determined if the Offering Documents are truthful or
      complete.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    


    (j) Transfer
      or Resale.
      The
      Purchaser understands and agrees that: (i) the Shares have not been registered
      under the Securities Act or any state securities laws; (ii) the Shares only
      may
      be offered, sold, assigned, pledged or otherwise transferred if they are
      subsequently registered or qualified under the Securities Act or an exemption
      from such registration or qualification requirements is available for the
      proposed offer, sale, transfer, assignment or pledge of any interest in the
      Shares; (iii) if the Purchaser seeks to transfer or sell the Shares or any
      interest therein, the Company will require a written opinion of counsel
      reasonably satisfactory to the Company that such transfer or sale is exempt
      from
      registration under the Securities Act and (iv) the Company is not obligated
      to
      recognize any transfer, sale or pledge of the Shares not in conformity with
      the
      terms of this Agreement.

     

    (k) Legend.
      The
      Purchaser understands and agrees that upon the original issuance thereof, and
      until such time as the same is no longer required under applicable requirements
      of the Securities Act or applicable state securities laws, the certificates
      or
      other instruments representing the Shares and all certificates or other
      instruments issued in exchange therefor or in substitution thereof, shall bear
      a
      legend substantially in the form set forth below, and that the Company will
      make
      a notation on its records and give instructions to any transfer agent of the
      Shares in order to implement the restrictions on transfer set forth and
      described herein:

     

    “THESE
      SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
      OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM
      REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES
      ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS AND, ACCORDINGLY, MAY NOT BE
      OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
      AN
      EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
      AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
      REQUIREMENTS OF THE SECURITIES ACT AND IN COMPLIANCE WITH APPLICABLE STATE
      SECURITIES LAWS OR BLUE SKY LAWS.” 

     

    (l) Validity;
      Enforcement.
      This
      Agreement has been duly and validly authorized, executed and delivered on behalf
      of the Purchaser and constitutes the legal, valid and binding obligation of
      the
      Purchaser enforceable against the Purchaser in accordance with its terms, except
      as such enforceability may be limited by general principles of equity or to
      applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
      and
      other similar laws relating to, or affecting generally, the enforcement of
      applicable creditors’ rights and remedies.

     

    (m) Residency.
      For
      purposes of United States securities laws, the Purchaser is a resident of that
      jurisdiction specified on the Omnibus Signature Page.

     

    (n) Compliance
      with Local Laws.
      Purchaser has complied with all local laws and regulations of the jurisdiction
      in which it is domiciled or from which it is purchasing the Shares.

     

    3. REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY.

     

    The
      Company represents and warrants to the Purchaser that:

     

    (a) Organization
      and Qualification.
      The
      Company is duly organized and validly existing in good standing under the laws
      of the State of Nevada and has the requisite power and authorization to own
      its
      properties and to carry on its business as now being conducted. The Company
      is
      duly qualified as a foreign entity to do business and is in good standing in
      every jurisdiction in which its ownership of property or the nature of the
      business conducted by it makes such qualification necessary, except to the
      extent that the failure to be so qualified or be in good standing would not
      have
      a Material Adverse Effect. As used in this Agreement, “Material
      Adverse Effect”
means
      any material adverse effect on the business, properties, assets, operations,
      results of operations or financial condition of the Company or on the
      transactions contemplated hereby. 

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    


    (b) Authorization;
      Enforcement; Validity.
      The
      Company has the requisite corporate power and authority to enter into and
      perform its obligations under this Agreement and to issue the Shares in
      accordance with the terms hereof. The execution and delivery of this Agreement
      by the Company and the consummation by the Company of the transactions
      contemplated hereby, including the issuance of the Shares, have been duly
      authorized by the Company’s Board of Directors and no further filing, consent,
      or authorization is required by the Company, its Board of Directors or its
      stockholders in connection therewith. This Agreement has been duly executed
      and
      delivered by the Company and constitutes the legal, valid and binding obligation
      of the Company, enforceable against the Company in accordance with its terms,
      except as such enforceability may be limited by general principles of equity
      or
      applicable bankruptcy, insolvency, reorganization, moratorium, liquidation
      or
      similar laws relating to, or affecting generally, the enforcement of applicable
      creditors’ rights and remedies.

     

    (c) Issuance
      of Shares.
      The
      Shares have been duly authorized by the Company, and when duly issued and
      delivered and paid for as provided herein, will be validly issued, fully paid
      and non-assessable, and free from all taxes, liens and charges with respect
      to
      the issuance (but not the acquisition, holding or disposition)
      thereof.

     

    (d) No
      Conflicts.
      The
      execution, delivery and performance of this Agreement by the Company and the
      consummation by the Company of the transactions contemplated hereby (including
      the issuance of the Shares) will not (i) result in a violation of the Articles
      of Incorporation, Bylaws or other organizational document of the Company or
      (ii)
      conflict with, or constitute a default (or an event which with notice or lapse
      of time or both would become a default) under, or give to others any rights
      of
      termination, amendment, acceleration or cancellation of, any agreement,
      indenture or instrument to which the Company is a party, or (iii) result in
      a
      violation of any law, rule, regulation, order, judgment or decree (including
      federal and state securities laws) applicable to the Company or by which any
      property or asset of the Company is bound or affected, except, in the case
      of
      clauses (ii) and (iii), for such violations as would not be reasonably expected
      to have a Material Adverse Effect.

     

    (e) Consents.
      The
      Company is not required to obtain any consent, authorization or order of, or
      make any filing or registration with, any court, governmental agency or any
      regulatory or self-regulatory agency or any other Person in order for it to
      execute, deliver or perform any of its obligations under or contemplated by
      this
      Agreement in accordance with the terms hereof, other than notification filings
      under federal and state securities laws. 

     

    (f) No
      General Solicitation.
      Neither
      the Company, nor any of its affiliates, nor any Person acting on its or their
      behalf, has engaged in any form of general solicitation or general advertising
      (within the meaning of Regulation D) in connection with the offer or sale of
      the
      Shares. 

     

    (g) Absence
      of Litigation.
      There
      is no action, suit, proceeding, inquiry or investigation before or by any court,
      public board, government agency, self-regulatory organization or body pending
      or, to the best knowledge of the Company, threatened against or affecting the
      Company or any of the Company’s officers or directors in their capacities as
      such, other than actions, suits, proceedings or investigations claiming damages,
      fines, penalties or other payments which would not have a Material Adverse
      Effect. 

     

    (h) No
      Integrated Offering.
      None of
      the Company, its affiliates, or any Person acting on their behalf has, directly
      or indirectly, made any offers or sales of any security or solicited any offers
      to buy any security, under circumstances that would require registration of
      the
      Shares under the Securities Act or cause this offering of the Shares to be
      integrated with prior offerings by the Company for purposes of the Securities
      Act. None of the Company, its affiliates or any Person acting on their behalf
      will take any action or steps referred to in the preceding sentence that would
      require registration of the Shares under the Securities Act or cause the
      offering of the Shares to be integrated with other offerings.

     

    (i) No
      Registration.
      Assuming the accuracy of the representations and warranties of the Purchaser
      contained in Section 2 hereof and the Purchaser’s compliance with the agreements
      set forth therein and in Section 4 hereof, it is not necessary in connection
      with the offer, issuance, sale and delivery of the Shares in the manner
      contemplated by this Agreement to register the offer or sale of any of the
      Shares under the Securities Act.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    


    4. OTHER
      AGREEMENTS BETWEEN THE PARTIES.

     

    (a) Integration.
      None of
      the Company, any of its affiliates (as defined in Rule 501(b) under the
      Securities Act) or any person acting on behalf of the Company or such affiliates
      will sell, offer for sale or solicit offers to buy or otherwise negotiate in
      respect of any security (as defined in the Securities Act) which will be
      integrated with the sale of the Shares in a manner which would require the
      registration under the Securities Act of the Shares and the Company will take
      all action that is appropriate or necessary to assure that its offerings of
      other securities will not be integrated for purposes of the Securities
      Act.

     

    (b) Indemnification
      by Purchaser.
      

     

    (i)
      For
      Certain Transfers. The Purchaser agrees to hold the Company and its directors,
      officers and controlling persons and their respective heirs, affiliates,
      representatives, successors and assigns harmless, and to indemnify them against
      any and all liabilities, costs and expenses incurred by any of them as a result
      of any sale, transfer or disposition of the Shares or the Shares by the
      Purchaser in violation of any federal or state securities laws, any applicable
      state securities laws, any breach of this Agreement or as a result of any
      misrepresentation herein.

    


    (ii)
      For
      Inaccuracy of Purchaser’s Representations and Information Provided Herein. The
      Purchaser acknowledges and understands that neither the offer nor sale of the
      Shares is being registered under the Securities Act. The Company is relying
      on
      exemptions from the registration provisions of the Securities Act and state
      securities laws in making the Offering. In view thereof, the Purchaser agrees
      to
      indemnify and hold the Company, its officers, director, agents, affiliates
      and
      each other person, if any, who controls the Company, within the meaning of
      Section 15 of the Securities Act, and any other registered owner of the
      securities of the Company, harmless from and against any and all damages,
      losses, liabilities, costs and expenses (including all costs incurred in
      prosecuting such rights and reasonable attorneys' fee), which it or they may
      incur in investigating, preparing, or defending against any litigation commenced
      or threatened, or any claim whatsoever, arising out of or based upon any false
      representation or warranty made by the Purchaser herein or by reason of the
      failure of the Purchaser to fulfill any of the terms or conditions of this
      Agreement.

    


    (c) Confidentiality.
      

     

    (i) The
      Purchaser has not distributed nor will it distribute any documents received
      from
      the Company relating to the offering of the Shares or this Agreement to any
      person other than its advisors and representatives and shall keep confidential
      and shall not use the trade secrets and other non-public information provided
      to
      it by the Company or its agents in connection with the transactions contemplated
      hereby. 

     

    (ii) 
      The
      Company will treat all information provided to it by the undersigned as
      confidential. The Purchaser understands, however, that the Company may present
      the subscription documents to such parties as it deems appropriate if called
      upon to establish that the proposed offer and sale of the Shares is exempt
      from
      registration under the Securities Act and applicable state securities laws.
      Further, the Purchaser understands that the offering is required to be reported
      to the Securities and Exchange Commission, NASDAQ and to various state
      securities and “blue sky” regulators.

     

    5. MISCELLANEOUS.

     

    (a) Governing
      Law; Submission to Jurisdiction.
      All
      questions concerning the construction, validity, enforcement and interpretation
      of this Agreement shall be governed by the internal laws of the State of
      California, without giving effect to any choice of law or conflict of law
      provision or rule (whether of the State of California or any other
      jurisdictions) that would cause the application of the laws of any jurisdictions
      other than the State of California. Each party hereby irrevocably submits to
      the
      exclusive jurisdiction of the state courts sitting in the City of Santa Anna,
      California or the federal court sitting in Orange County, California for the
      adjudication of any dispute hereunder or in connection herewith or with any
      transaction contemplated hereby or discussed herein, and hereby irrevocably
      waives, and agrees not to assert in any suit, action or proceeding, any claim
      that it is not personally subject to the jurisdiction of any such court, that
      such suit, action or proceeding is brought in an inconvenient forum or that
      the
      venue of such suit, action or proceeding is improper.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    


    (b) Counterparts.
      Counterparts. This Agreement may be executed in any number of counterparts,
      each
      of which when so executed shall be deemed to be an original and, all of which
      taken together shall constitute one and the same Agreement. 

     

    (c) Headings.
      The
      headings of this Agreement are for convenience of reference and shall not form
      part of, or affect the interpretation of, this Agreement.

     

    (d) Severability.
      If any
      provision of this Agreement shall be invalid or unenforceable in any
      jurisdiction, such invalidity or unenforceability shall not affect the validity
      or enforceability of the remainder of this Agreement in that jurisdiction or
      the
      validity or enforceability of any provision of this Agreement in any other
      jurisdiction.

     

    (e) Entire
      Agreement; Amendments.
      This
      Agreement supersedes all other prior oral or written agreements among the
      Purchaser, the Company, their affiliates and Persons acting on their behalf
      with
      respect to the matters discussed herein, and this Agreement and the instruments
      referenced herein contain the entire understanding of the parties with respect
      to the matters covered herein and therein and, except as specifically set forth
      herein or therein, neither the Company nor the Purchaser makes any
      representation, warranty, covenant or undertaking with respect to such matters.
      No provision of this Agreement may be amended other than by an instrument in
      writing signed by the Company and the Purchaser. No provision hereof may be
      waived other than by an instrument in writing signed by the party against whom
      enforcement is sought.

     

    (f) Notices.
      All
      notices, instructions or other communications required or permitted to be given
      pursuant to this Agreement shall be given in writing and delivered by facsimile,
      certified mail, return receipt requested or overnight courier by a nationally
      recognized courier service to the coordinates for each of the parties set forth
      below:

     

    If
      to the
      Company:            
Vinyl
      Products, Inc.

    2210
      South Ritchey Street

    Santa
      Ana, California 92705

    Telephone:
      (714) 210-8888

    Facsimile:
      (714) 210-8831 

    Attn.:
      Gordon Knott, President

    


    and
      if to
      the Purchaser, to its address and facsimile number set forth on the Omnibus
      Signature Page, or to such other address and/or facsimile number and/or to
      the
      attention of such other Person as the recipient party has specified by written
      notice given to each other party prior to the effectiveness of such change.
      All
      notices shall be deemed to be given on the same day if delivered by facsimile,
      on the following business day if sent by overnight delivery or on the third
      business day following the date of mailing. Written confirmation of receipt
      (A)
      given by the recipient of such notice, consent, waiver or other communication,
      (B) mechanically or electronically generated by the sender’s facsimile machine
      containing the time, date, recipient facsimile number and an image of the first
      page of such transmission or (C) provided by an overnight courier service shall
      be rebuttable evidence of personal service, receipt by facsimile or receipt
      from
      an overnight courier service in accordance with clause (i), (ii) or (iii) above,
      respectively.

    


    (g) Successors
      and Assigns.
      This
      Agreement shall be binding upon and inure to the benefit of the parties and
      their respective successors and assigns; provided
      that no
      party shall assign any of its rights or obligations hereunder without the prior
      written consent of the other party.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    (h) No
      Third Party Beneficiaries.
      This
      Agreement is intended for the benefit of the parties hereto and their respective
      permitted successors and assigns, and is not for the benefit of, nor may any
      provision hereof be enforced by, any other Person.

     

    (i) Further
      Assurances.
      Each
      party shall do and perform, or cause to be done and performed, all such further
      acts and things, and shall execute and deliver all such other agreements,
      certificates, instruments and documents, as any other party may reasonably
      request in order to carry out the intent and accomplish the purposes of this
      Agreement and the consummation of the transactions contemplated
      hereby.

     

    REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK

     

    [Purchaser
      Information and Signature Pages Follow]

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    


    COMPANY
      SIGNATURE PAGE

    


    IN
      WITNESS WHEREOF,
      the
      Company has caused this Subscription Agreement to be duly executed as of the
      date first written above.

    


    
      	
              VINYL
                PRODUCTS, INC.

            
	 
	
              By:

            	 
	 	
              Name:
                Gordon Knott

            
	 	
              Title:
                President

            


    


    
      
         

      

      
        8

        
          

        

      

      
         

      

    


    SUBSCRIBER
      INFORMATION AND SIGNATURE PAGE

    


    A. General
      Information

    


    
      	1.	
              Subscription
                for Shares.

            


    

    


    a.
      Number
      of Shares Subscribed For:    ________________

    


    b.
      Total
      Purchase Price
      Tendered:        ________________ 
($1
      x No.
      of Shares Subscribed For)

                                                                        
      (Make check payable to "The
      Vinyl Fence Company, Inc.")

     

    c.
      Name(s) of Subscribers

    


    _________________________________           
       Social Security Number: _______________________________

    


    _________________________________      
            Social Security Number:
      _______________________________

    


    
      	2.	
              Principal
                Residence:
                __________________________________________________________________________

            


    

    


    Mailing
      Address (if other than Principal Residence above):

    _________________________________________________________________

     

    Telephone
      Number: _________________ 
           Facsimile
      Number: ___________________

     

    
      	
              3.

            	
              Manner
                of Ownership of Securities.

            


    

    


    _____
      One
      Individual   _____ Husband
      and Wife 

    


    _____
      Tenants by the Entirety  _____ Tenants
      in Common

    


    _____ 
      Joint Tenants with Right of Survivorship

    


    _____ 
      Two or more Individuals (but not husband and wife)

     

    
      	B.	
              Relationship
                with Company

            


    

     

    
      	l.	
              The
                undersigned subscriber has either a personal or business relationship
                with
                the Company or any of its officers or
                directors:  

            


    

    _______                 
      _________

    Yes   No

     

    
      	2.	
              Please
                describe the nature of such relationship and the length
                thereof:

            


    

    ________________________________________________________________

    ________________________________________________________________

    ________________________________________________________________

     

    
      
         

      

      
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      	C.	
              Accredited
                Investor Status

            


    

     

    
      	l.	
              Please
                check the definition of “accredited investor,” if any, that applies to
                you. 

            


    

    


    
      	
               ̈

            	
              (a)

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

            
	 	 	 
	
               ̈

            	
              (b)

            	
              A
                natural person who had an individual income**
                in
                excess of $200,000 in each of the two most recent years or joint
                income
                with that person’s spouse in excess of $300,000 in each of those years and
                has a reasonable expectation of reaching the same income level in
                the
                current year.

            


    

     

    *
      For
      purposes hereof net worth shall be deemed to include ALL of your assets, liquid
      or illiquid (including such items as home, furnishings, automobile and
      restricted securities) MINUS any liabilities (including such items as home
      mortgages and other debts and liabilities).

     

    **
      For
      purposes hereof the term “income” is not limited to “adjusted gross income” as
      that term is defined for federal income tax purposes, but rather includes
      certain items of income which are deducted in computing “adjusted gross income.”
For investors who are salaried employees, the gross salary of such investor,
      minus any significant expenses personally incurred by such investors in
      connection with earning the salary, plus any income from any other source
      including unearned income, is a fair measure of “income” for purposes hereof.
      For investors who are self-employed, “income” is generally construed to mean
      total revenues received during the calendar year minus significant expenses
      incurred in connection with earning such revenues.

     

    [Subscriber
      Signature Page Follows]

     

    
      
         

      

      
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    SUBSCRIBER
      SIGNATURE PAGE

     

    IN
      WITNESS WHEREOF,
      the
      Purchaser has caused this Subscription Agreement to be duly executed as of
      the
      date first written above.

    


    
      	
              PURCHASER(S)

            	 
	 	 
	 	 
	 	 
	 	 
	 	 


    

     

    
      
         

      

      
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