form8k041210ex10-2.htm


    XTRASAFE,
INC.

    REGULATION
S SUBSCRIPTION AGREEMENT

    AND
INVESTMENT REPRESENTATION

    


    SECTION
1.

    


    


    1.1           Subscription.                                The
undersigned, intending to be legally bound, hereby irrevocably subscribes for
and agrees to purchase _____ shares (the “Shares”) of the common stock (the
“Common Stock”) of Xtrasafe, Inc., a Florida corporation (the "Company") in a
transaction exempt from the registration requirements of the Securities Act of
1933, as amended (the “Securities Act”).

    


    1.2           Purchase of
Shares.                                The
undersigned understands and acknowledges that the purchase price to be remitted
to the Company in exchange for the Shares shall be an aggregate of
_______________________ dollars ($_____) or $____ per Share.  The
Company shall deliver the Shares to the undersigned promptly after the
acceptance of this Subscription Agreement by the Company.

    


    1.3           Acceptance or
Rejection.

    


    (a)           The
undersigned understands and agrees that the Company reserves the right to reject
this subscription for the Shares if, in its reasonable judgment, it deems such
action in the best interest of the Company, at any time prior to the Closing,
notwithstanding prior receipt by the undersigned of notice of acceptance of the
undersigned's subscription.

    


    (b)           The
undersigned understands and agrees that its subscription for the Shares is
irrevocable.

    


    (c)           In
the event the sale of the Shares subscribed for by the undersigned is not
consummated by the Company for any reason (in which event this Subscription
Agreement shall be deemed to be rejected), this Subscription Agreement and any
other agreement entered into between the undersigned and the Company relating to
this subscription shall thereafter have no force or effect and the Company shall
promptly return or cause to be returned to the undersigned the purchase price
remitted to the Company by the undersigned, without interest thereon or
deduction therefrom, in exchange for the Shares.

    


    


    SECTION
2.

    


    2.1           Closing.  The
closing (the "Closing") of the purchase and sale of the Shares, shall occur
simultaneously with the acceptance by the Company of the undersigned's
subscription, as evidenced by the Company's execution of this Subscription
Agreement.

    



    
      
         


      

      
        1

        
          

        

      

      
         


      

    


    SECTION
3.

    


    3.1           Investor Representations and
Warranties.   The undersigned hereby acknowledges,
represents and warrants to, and agrees with, the Company and its affiliates as
follows:

    


    (a)           Investment
Purposes.  The undersigned is acquiring the Shares for his own
account as principal, not as a nominee or agent, for investment purposes only,
and not with a view to, or for, resale, distribution or fractionalization
thereof in whole or in part and no other person has a direct or indirect
beneficial interest in such Shares or any portion thereof.  Further,
the undersigned does not have any contract, undertaking, agreement or
arrangement with any person to sell, transfer or grant participations to such
person or to any third person, with respect to the Shares for which the
undersigned is subscribing or any part of the Shares.

    


    (b)           Authority.  The
undersigned has full power and authority to enter into this Agreement, the
execution and delivery of this Agreement has been duly authorized, if
applicable, and this Agreement constitutes a valid and legally binding
obligation of the undersigned.

    


    (c)           No General
Solicitation.  The undersigned is not subscribing for the
Shares as a result of or subsequent to any advertisement, article, notice or
other communication published in any newspaper, magazine or similar media or
broadcast over television or radio, or presented at any seminar or meeting, or
any solicitation of a subscription by person previously not known to the
undersigned in connection with investment securities generally.

    


    (d)           No Obligation to Register
Shares.  The undersigned understands that the Company is under
no obligation to register the Shares under the Securities Act, or to assist the
undersigned in complying with the Securities Act or the securities laws of any
state of the United States or of any foreign jurisdiction.

    


    (e)           Investment
Experience.  The undersigned is (i) experienced in making
investments of the kind described in this Agreement, (ii) able, by reason of the
business and financial experience of its officers (if an entity) and
professional advisors (who are not affiliated with or compensated in any way by
the Company or any of its affiliates or selling agents), to protect its own
interests in connection with the transactions described in this Agreement, and
(iii) able to afford the entire loss of its investment in the
Shares.

    


    (f)           Exemption from
Registration.  The undersigned acknowledges his understanding
that the offering and sale of the Shares is intended to be exempt from
registration under the Securities Act.  In furtherance thereof, in
addition to the other representations and warranties of the undersigned made
herein, the undersigned further represents and warrants to and agrees with the
Company and its affiliates as follows:

    


    (1)           The
undersigned realizes that the basis for the exemption may not be present if,
notwithstanding such representations, the undersigned has in mind merely
acquiring the Shares for a fixed or determinable period in the future, or for a
market rise, or for sale if the market does not rise.  The undersigned
does not have any such intention;


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    (2)           The
undersigned has the financial ability to bear the economic risk of his
investment, has adequate means for providing for his current needs and personal
contingencies and has no need for liquidity with respect to his investment in
the Company; and

    


    (3)           The
undersigned has such knowledge and experience in financial and business matters
as to be capable of evaluating the merits and risks of the prospective
investment in the Shares.  The undersigned also represents it has not
been organized for the purpose of acquiring the Shares; and

    


    (4)           The
undersigned has been provided an opportunity for a reasonable period of time
prior to the date hereof to obtain additional information concerning the
offering of the Shares, the Company and all other information to the extent the
Company possesses such information or can acquire it without unreasonable effort
or expense.

    


    (g)           Economic
Considerations.  The undersigned is not relying on the Company,
or its affiliates or agents with respect to economic considerations involved in
this investment.  The undersigned has relied solely on its own
advisors.

    


    (h)           No Other Company
Representations.  No representations or warranties have been
made to the undersigned by the Company, or any officer, employee, agent,
affiliate or subsidiary of the Company, other than the representations of the
Company contained herein, and in subscribing for Shares the undersigned is not
relying upon any representations other than those contained herein.

    


    (i)           Compliance with
Laws.  Any resale of the Shares during the ‘distribution
compliance period’ as defined in Rule 902(f) to Regulation S shall only be made
in compliance with exemptions from registration afforded by Regulation
S.  Further, any such sale of the Shares in any jurisdiction outside
of the United States will be made in compliance with the securities laws of such
jurisdiction.  The Investor will not offer to sell or sell the Shares
in any jurisdiction unless the Investor obtains all required consents, if
any.

    


    (j)           Regulation S
Exemption.  The undersigned understands that the Shares are
being offered and sold to him in reliance on an exemption from the registration
requirements of United States federal and state securities laws under Regulation
S promulgated under the Securities Act and that the Company is relying upon the
truth and accuracy of the representations, warranties, agreements,
acknowledgments and understandings of the Investor set forth herein in order to
determine the applicability of such exemptions and the suitability of the
Investor to acquire the Shares.  In this regard, the undersigned
represents, warrants and agrees that:

    


    (1)           The
undersigned is not a U.S. Person (as defined below) and is not an affiliate (as
defined in Rule 501(b) under the Securities Act) of the Company and is not
acquiring the Shares for the account or benefit of a U.S. Person.  A
U.S. Person means any one of the following:

    



    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (A)

            	
              any
      natural person resident in the United States of
  America;

            


    

    


    (B)           any
partnership or corporation organized or incorporated under the laws of the
United States of America;

    


    
      	
               
      

            	
              (C)

            	
              any
      estate of which any executor or administrator is a U.S.
      person;

            


    

    


    
      	
               
      

            	
              (D)

            	
              any
      trust of which any trustee is a U.S.
person;

            


    

    


    (E)           any
agency or branch of a foreign entity located in the United States of
America;

    


    (F)           any
non-discretionary account or similar account (other than an estate or trust)
held by a dealer or other fiduciary for the benefit or account of a U.S.
person;

    


    (G)           any
discretionary account or similar account (other than an estate or trust) held by
a dealer or other fiduciary organized, incorporated or (if an individual)
resident in the United States of America; and

    


    
      	
               
      

            	
              (H)

            	
              any
      partnership or corporation if:

            


    

    


    (i) organized or incorporated under
the laws of any foreign jurisdiction; and

    


    (ii)           formed
by a U.S. person principally for the purpose of investing in securities not
registered under the Securities Act, unless it is organized or incorporated, and
owned, by accredited investors (as defined in Rule
501(a) under the Securities Act) who are not natural persons, estates or
trusts.

    


    (2)           At
the time of the origination of contact concerning this Agreement and the date of
the execution and delivery of this Agreement, the undersigned was outside of the
United States.

    


    (3)           The
undersigned will not, during the period commencing on the date of issuance of
the Shares and ending on the first anniversary of such date, or such shorter
period as may be permitted by Regulation S or other applicable securities law
(the “Restricted Period”), offer, sell, pledge or otherwise transfer the Shares
in the United States, or to a U.S. Person for the account or for the benefit of
a U.S. Person, or otherwise in a manner that is not in compliance with
Regulation S.

    


    (4)           The
undersigned will, after expiration of the Restricted Period, offer, sell, pledge
or otherwise transfer the Shares only pursuant to registration under the
Securities Act or an available exemption therefrom and, in accordance with all
applicable state and foreign securities laws.

    



    
      
         


      

      
        4

        
          

        

      

      
         


      

    


    (5)           The
undersigned was not in the United States, engaged in, and prior to the
expiration of the Restricted Period will not engage in, any short selling of or
any hedging transaction with respect to the Shares, including without
limitation, any put, call or other option transaction, option writing or equity
swap.

    


    (6)           Neither
the undersigned nor or any person acting on his behalf has engaged, nor will
engage, in any directed selling efforts to a U.S. Person with respect to the
Shares and the Investor and any person acting on his behalf have complied and
will comply with the “offering restrictions” requirements of Regulation S under
the Securities Act.

    


    (7)           The
transactions contemplated by this Agreement have not been pre-arranged with a
buyer located in the United States or with a U.S. Person, and are not part of a
plan or scheme to evade the registration requirements of the Securities
Act.

    


    (8)           Neither
the undersigned nor any person acting on his behalf has undertaken or carried
out any activity for the purpose of, or that could reasonably be expected to
have the effect of, conditioning the market in the United States, its
territories or possessions, for any of the Shares.  The undersigned
agrees not to cause any advertisement of the Shares to be published in any
newspaper or periodical or posted in any public place and not to issue any
circular relating to the Shares, except such advertisements that include the
statements required by Regulation S under the Securities Act, and only offshore
and not in the U.S. or its territories, and only in compliance with any local
applicable securities laws.

    


    (9)           Each
certificate representing the Shares shall be endorsed with the following
legends, in addition to any other legend required to be placed thereon by
applicable federal or state securities laws:

    


    (A)           “THE
SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED
IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“THE SECURITIES
ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED
UNDER THE SECURITIES ACT.”

    


    (B)           “TRANSFER
OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF
REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO
AVAILABLE EXEMPTION FROM REGISTRATION.  HEDGING TRANSACTIONS MAY NOT
BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

    


    (10)           The
undersigned consents to the Company making a notation on its records or giving
instructions to any transfer agent of the Company in order to implement the
restrictions on transfer of the Shares set forth in this Section 2.

    



    
      
         


      

      
        5

        
          

        

      

      
         


      

    


    Check
if applicable, otherwise cross out:

    


    (k)           Accredited
Investor.  The undersigned is an “accredited investor” as that
term is defined in Rule 501 of the General Rules and Regulations under the
Securities Act by reason of Rule 501(a)(3).

    


    (l)           Potential Loss of
Investment; Risk Factors.  The undersigned understands that an
investment in the Shares is a speculative investment which involves a high
degree of risk and the potential loss of his entire investment. The
undersigned understands that the following factors, among others, could cause
the loss of any or all of his investment.

    


    (1)           The
Company is a development stage company with no operating history for the
undersigned to evaluate its business.  The Company was incorporated in
the State of Nevada in September 2009, and as a result is only in the very early
stages of development.  Because the Company has no operating history,
it is difficult to evaluate its business and future prospects.  The
undersigned has also considered the uncertainties and difficulties frequently
encountered by companies, such as the Company, in their early stages of
development.  The Company’s revenue and income potential is
non-existent and its business model is still emerging.  If its
business model does not prove to be profitable, the undersigned may lose all of
his investment.

    


    (2)           The
Company currently does not have enough working capital to satisfy its capital
needs.  The Company is dependent upon its management team to fund its
ongoing operations, and cannot be certain that future financing will be
available to it on acceptable terms when it needs it.  The Company can
give no assurances that it will be able to sell any portion of this offering or
that management will continue to fund its ongoing operations.  This,
along with the possibility of other factors and circumstances the Company cannot
predict, may require it to seek additional financing faster than
anticipated.  If the Company is unable to obtain financing to meet its
needs, the undersigned may lose of his investment.

    


    (3)           The
Company’s officers and directors will only devote a limited amount of time to
the Company.  Their divided interests may hinder the Company's ability
to generate revenue.  This could result in missed business
opportunities and worse-than-expected operating results.  The
undersigned may lose his entire investment.

    


    (m)           Investment
Commitment.  The undersigned's overall commitment to
investments which are not readily marketable is not disproportionate to the
undersigned's net worth, and an investment in the Shares will not cause such
overall commitment to become excessive.

    


    (n)           Receipt of
Information.  The undersigned has received all documents,
records, books and other information pertaining to the undersigned’s investment
in the Company that has been requested by the undersigned.

    



    
      
         


      

      
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    (o)           Investor
Questionnaire.  The undersigned represents and warrants to the
Company that all information that the undersigned has provided to the Company,
including, without limitation, the information in the Investor Questionnaire
attached hereto or previously provided to the Company (the “Investor
Questionnaire”), is correct and complete as of the date hereof.

    


    (p)           No
Reliance.  Other than as set forth herein, the undersigned is
not relying upon any other information, representation or warranty by the
Company or any officer, director, stockholder, agent or representative of the
Company in determining to invest in the Shares.  The undersigned has
consulted, to the extent deemed appropriate by the undersigned, with the
undersigned’s own advisers as to the financial, tax, legal and related matters
concerning an investment in the Shares and on that basis believes that his or
its investment in the Shares is suitable and appropriate for the
undersigned.

    


    (q)           No Governmental
Review.  The undersigned is aware that no federal or state
agency has (i) made any finding or determination as to the fairness of this
investment, (ii) made any recommendation or endorsement of the Shares or the
Company, or (iii) guaranteed or insured any investment in the Shares or any
investment made by the Company.

    


    (r)           Price of
Shares.  The undersigned understands that the price of the
Shares offered hereby bear no relation to the assets, book value or net worth of
the Company and were determined arbitrarily by the Company.  The
undersigned further understands that there is a substantial risk of further
dilution on his or its investment in the Company.

    


    SECTION
4.

    


    4.1           Company’s Representations
and Warranties.  The Company represents and warrants to the
undersigned as follows:

    


    (a)           
Organization of the
Company.  The Company is a corporation duly organized and
validly existing and in good standing under the laws of the State of
Nevada.

    


    (b)           Authority.   (a)  The
Company has the requisite corporate power and authority to enter into and
perform its obligations under this Agreement and to issue the Shares; (b) the
execution and delivery of this Agreement by the Company and the consummation by
it of the transactions contemplated hereby and thereby have been duly authorized
by all necessary corporate action and no further consent or authorization of the
Company or its Board of Directors or stockholders is required; and (c) this
Agreement has been duly executed and delivered by the Company and constitutes a
valid and binding obligation of the Company enforceable against the Company in
accordance with its terms, except as
such  enforceability  may be limited by applicable
bankruptcy, insolvency, or similar laws relating to, or affecting generally the
enforcement of, creditors' rights and remedies or by other equitable principles
of general application.

    



    
      
         


      

      
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    (c)           Exemption from Registration;
Valid Issuances.  The sale and issuance of the Shares, in
accordance with the terms and on the bases of the representations and warranties
of the undersigned set forth herein, may and shall be properly issued by the
Company to the undersigned pursuant to any applicable federal or state law. When
issued and paid for as herein provided, the Shares shall be duly and validly
issued, fully paid, and nonassessable. Neither the sales of the Shares pursuant
to, nor the Company's performance of its obligations under, this Agreement shall
(a) result in the creation or imposition of any liens, charges, claims or other
encumbrances upon the Shares or any of the assets of the Company, or (b) entitle
the other holders of the Common Stock of the Company to preemptive or other
rights to subscribe to or acquire the Common Stock or other securities of the
Company. The Shares shall not subject the undersigned to personal liability by
reason of the ownership thereof.

    


    (e)           No General Solicitation or
Advertising in Regard to this Transaction. Neither the Company nor any of
its affiliates nor any person acting on its or their behalf (a) has conducted or
will conduct any general solicitation (as that term is used in Rule 502(c) of
Regulation D) or general advertising with respect to any of the Shares, or (b)
made any offers or sales of any security or solicited any offers to buy any
security under any circumstances that would require registration of the Common
Stock under the Securities Act.

    


    SECTION
5.

    


    5.1             Indemnity.  The
undersigned agrees to indemnify and hold harmless the Company, its officers and
directors, employees and its affiliates and their respective successors and
assigns and each other person, if any, who controls any thereof, against any
loss, liability, claim, damage and expense whatsoever (including, but not
limited to, any and all expenses whatsoever reasonably incurred 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 or breach or failure by the undersigned to comply
with any covenant or agreement made by the undersigned herein or in any other
document furnished by the undersigned to any of the foregoing in connection with
this transaction.

    


    5.2           Modification.  Neither
this Agreement nor any provisions hereof shall be modified, discharged or
terminated except by an instrument in writing signed by the party against whom
any waiver, change, discharge or termination is sought.

    


    5.3           Notices.  Any
notice, demand or other communication which any  party hereto may be
required, or may elect, to give to anyone interested hereunder shall be
sufficiently given if (a) deposited, postage prepaid, in a United States mail
letter box, registered or certified mail, return receipt requested, addressed to
such address as may be given herein, or (b) delivered personally at such
address.

    


    5.4           Counterparts.  This
Agreement may be executed through the use of separate signature pages or in any
number of counterparts and by facsimile, and each of such counterparts shall,
for all purposes, constitute one agreement binding on all parties,
notwithstanding that all parties are not signatories to the same counterpart.
Signatures may be facsimiles.


    
      
         


      

      
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    5.5           Binding
Effect.  Except as otherwise provided herein, this Agreement
shall be binding upon and inure to the benefit of the parties and their heirs,
executors, administrators, successors, legal representatives and
assigns.  If the undersigned is more than one person, the obligation
of the undersigned shall be joint and several and the agreements,
representations, warranties and acknowledgments herein contained shall be deemed
to be made by and be binding upon each such person and his heirs, executors,
administrators and successors.

    


    5.6           Entire
Agreement.  This Agreement and the documents referenced herein
contain the entire agreement of the parties and there are no representations,
covenants or other agreements except as stated or referred to herein and
therein.

    


    5.7           Assignability.  This
Agreement is not transferable or assignable by the undersigned.

    


    5.8           Applicable
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, without giving effect to
conflicts of law principles.

    


    5.9           Pronouns.  The
use herein of the masculine pronouns "him" or "his" or similar terms shall be
deemed to include the feminine and neuter genders as well and the use herein of
the singular pronoun shall be deemed to include the plural as well.

    


    5.10           Further
Assurances.  Upon request from time to time, the undersigned
shall execute and deliver all documents, take all rightful oaths and do all
other acts that may be necessary or desirable, in the reasonable opinion of the
Company or its counsel, to effect the subscription for the Shares in accordance
herewith.


    
      
         


      

      
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    IN WITNESS WHEREOF, the undersigned has
executed this Agreement on the _____  day of April,
2010.

    


    Amount of
Investment:

    


    $________

    


    INDIVIDUAL
INVESTOR:

    


    


    ______________________

    Name:

    


    


    PARTNERSHIP,
CORPORATION, TRUST,

    CUSTODIAL
ACCOUNT, OTHER INVESTOR

    


    ______________________________

     (Name
of Entity)

    


    


    By:           __________________

    Name:

    Title:

    Address:

    


    Taxpayer
Identification Number:_____________


    
      
         


      

      
        10

        
          

        

      

      
         


      

    


    ACCEPTANCE
OF SUBSCRIPTION

    


    (to be
filed out only
by the Company)

    


    The
Company hereby accepts the above application for subscription for Shares on
behalf of the Company.

    


    Dated:
April __, 2010

    


    


    XTRASAFE, INC.

    


    


    By:______________________________

    
      	
              Name:

            	
              Depinder
      Grewal

            


    

    
      	
              Title:

            	
              President,
      CEO

            


    

    



    
      
         


      

      
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    XTRASAFE,
INC.

    INVESTOR
QUESTIONNAIRE

    


    
      	
              A.

            	
              General Information

               

            	 
      
	 
      	 
      	 
      
	
              1.

            	
              Print
      Full Name of Investor:

            	
              Individual:

            
	 
      	 
      	
              ______________________________

            
	 
      	 
      	
              First,
      Middle, Last

            
	 
      	 
      	 
      
	 
      	 
      	
              Partnership,
      Corporation, Trust, Custodial Account, Other:

            
	 
      	 
      	 
      
	 
      	 
      	
              ____________________________________________________________

            
	 
      	 
      	
              Name
      of Entity

            
	 
      	 
      	 
      
	
              2.

            	
              Address
      for Notices:

            	
              ____________________________________________________________

            
	 
      	 
      	
              ______________________________

            
	 
      	 
      	
              ____________________________________________________________

            
	 
      	 
      	 
      
	
              3.

            	
              Name
      of Primary Contact Person:

              Title:

            	
              ____________________________________________________________

            
	 
      	 
      	 
      
	
              4.

            	
              Telephone
      Number:

            	
              ______________________________

            
	 
      	 
      	 
      
	
              5.

            	
              E-Mail
      Address:

            	
              ____________________________________________________________

            
	 
      	 
      	 
      
	
              6.

            	
              Facsimile
      Number:

              Permanent
      Address:

               

            	
              ____________________________________

            
	
               

              7.

            	
               

              Permanent
      Address:

              (if
      different from Address for Notices above)

               

            	
               

              ____________________________________________________________

            


    

    



    
      
         


      

      
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              8.

            	
              Authorized
      Signatory:

              Title:

            	
              ____________________________________

              ____________________________________

            
	 
      	
              Telephone
      Number:

            	
              ____________________________________

            
	 
      	
              Facsimile
      Number:

               

            	
              ____________________________________

            


    

    


    B.           Accredited Investor
Status

    


    The
Investor represents and warrants that the Investor is an “accredited investor”
within the meaning of Rule 501 of Regulation D under the Securities Act of 1933,
as amended (the “Securities Act”), and has checked the box or boxes below which
are next to the categories under which the Investor qualifies as an accredited
investor:

     

    


    
      	
              FOR
      INDIVIDUALS:

               

            
	
              o

            	
              A
      natural person with individual net worth (or joint net worth with spouse)
      in excess of $1 million. For purposes of this item, “net worth” means the
      excess of total assets at fair market value, including home, home
      furnishings and automobiles (and including property owned by a spouse),
      over total liabilities.

            
	 
      	 
      
	
              o

            	
              A
      natural person with individual income (without including any income of the
      Investor’s spouse) in excess of $200,000, or joint income with spouse of
      $300,000, in each of the two most recent years and who reasonably expects
      to reach the same income level in the current year.

            
	 
      	 
      	 
      
	
              FOR
      ENTITIES:

            
	 
      	 
      
	
              o

            	
              A
      bank as defined in Section 3(a)(2) of the Securities Act or any savings
      and loan association or other institution as defined in Section 3(a)(5)(A)
      of the Securities Act, whether acting in its individual or fiduciary
      capacity.

            
	 
      	 
      
	
              o

            	
              An
      insurance company as defined in Section 2(13) of the Securities
      Act.

            
	 
      	 
      
	
              o

            	
              A
      broker-dealer registered pursuant to Section 15 of the Securities Exchange
      Act of 1934.

            
	 
      	 
      


    

    



    
      
         


      

      
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              o

            	
              An
      investment company registered under the Investment Company Act of 1940, as
      amended (the “Investment Company Act”). If an Investor has checked this
      box, please contact David Lubin, Esq. at (516) 569-9629 for additional
      information that will be required.

            
	 
      	 
      
	
              o

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

            
	 
      	 
      
	
              o

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

            
	 
      	 
      
	
              o

            	
              A
      private business development company as defined in Section 202(a)(22) of
      the Investment Advisers Act of 1940. If an Investor has checked this box,
      please contact David Lubin, Esq. at (516) 569-9629 for additional
      information that will be required.

            
	 
      	 
      
	
              o

            	
              An
      organization described in Section 501(c)(3) of the Internal Revenue Code,
      a corporation, Massachusetts or similar business trust, or partnership,
      not formed for the specific purpose of acquiring the Shares, with total
      assets in excess of $5 million.

            
	 
      	 
      
	
              o

            	
              A
      trust with total assets in excess of $5 million not formed for the
      specific purpose of acquiring the Shares, whose purchase is directed by a
      person with such knowledge and experience in financial and business
      matters as to be capable of evaluating the merits and risks of an
      investment in the Company and the purchase of the
  Shares.

            
	 
      	 
      
	
              o

            	
              An
      employee benefit plan within the meaning of ERISA if the decision to
      invest in the Shares is made by a plan fiduciary, as defined in Section
      3(21) of ERISA, 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 million or, if a
      self-directed plan, with investment decisions made solely by persons that
      are accredited investors.

            
	 
      	 
      
	
              o

            	
              A
      plan established and maintained by a state, its political subdivisions, or
      any agency or instrumentality of a state or its political subdivisions,
      for the benefit of its employees, if the plan has total assets in excess
      of $5 million.

            


    

    



    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    


    
      	 
      	 
      
	
              o

            	
              An
      entity, including a grantor trust, in which all of the equity owners are
      accredited investors as determined under any of the foregoing paragraphs
      (for this purpose, a beneficiary of a trust is not an equity owner, but
      the grantor of a grantor trust is an equity
  owner).

            


    

    


    C.           Confirmation of
Relationship

    


    (For
Directors, Senior Officers and Control Persons and

    Their
Close Personal Friends, Close Business Associates and Relatives)

     

    The
Subscriber represents and warrants to the Company that the Subscriber has read
the following definitions from Multilateral Instrument 45-103 Capital Raising Exemptions
and certifies that the Subscriber has the relationship(s) to the Company or its
directors, senior officers or control persons by virtue of the Subscriber
being:

     

    (initial one or more as
appropriate)

     

    
      	
               
      

            	
              _____

            	
              (a)

            	
              a
      director, senior officer or control person of the Company, or of an
      affiliate of the Company;

            


    

     

    
      	
               
      

            	
              _____

            	
              (b)

            	
              a
      spouse, parent, grandparent, brother, sister or child of a director,
      senior officer or control person of the Company, or of an affiliate of the
      company;

            


    

     

    
      	
               
      

            	
              _____

            	
              (c)

            	
              a
      close personal friend of a director, senior officer or control person of
      the Company, or of an affiliate of the
Company;

            


    

     

    
      	
               
      

            	
              _____

            	
              (d)

            	
              a
      close business associate of a director, senior officer or control person
      of the Company, or of an affiliate of the
  Company;

            


    

     

    
      	
               
      

            	
              _____

            	
              (e)

            	
              a
      person or company that is wholly-owned by any combination of persons or
      companies described in paragraphs (a) to
(d),

            


    

     

    
      	
               
      

            	
              and
      if (b), (c), (d) or (e) is initialed the director, senior officer or
      control person is:

            


    

     

    
      	
               
      

            	
              ________________________________________

            


    

    
      	
               
      

            	
              (Print name of director, senior
      officer or control person)

            


    

     

    The
foregoing representations and warranties are true and accurate as of the date of
this certificate and will be true and accurate as of Closing.  If any
such representations and warranties shall not be true and accurate prior to
Closing, the Subscriber shall give immediate written notice of such fact to the
Company.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    


     

    For the
purposes hereof, the following definitions are included for
convenience:

     

    
      	
              a.  

            	
              “close
      business associate” means an individual who has had sufficient prior
      business dealings with the director, senior officer or control person to
      be in a position to assess the capabilities and trustworthiness of the
      director, senior officer or control
person.

            


    

     

    A casual
business associate or a person introduced or solicited for the purpose of
purchasing securities is not a close business associate.  An
individual is not a close business associate solely because the individual is a
client or former client.  For example, an individual is not a close
business associate of a registrant or former registrant solely because the
individual is a client or former client of that registrant or former
registrant.

     

    The
relationship between the purchaser and the director, senior officer or control
person must be direct.  For example, the exemption is not available
for a close business associate of a close business associate or a director,
senior officer or control person.

     

    
      	
              b.  

            	
              “close
      personal friend” means an individual who has known the director, senior
      officer or control person for a sufficient period of time to be in a
      position to assess the capabilities and trustworthiness of the director,
      senior officer or control person.

            


    

     

    An
individual is not a close personal friend solely because

     

    
      	
              ·  

            	
              the
      individual is a member of the same organization, association or religious
      group, or

            


    

     

    
      	
              ·  

            	
              the
      individual is a client or former
client.

            


    

     

    The
relationship between the purchaser and the director, senior officer or control
person must be direct.  For example, the exemption is not available
for a close personal friend or a close personal friend of the director, senior
officer or control person.

     

    
      	
              c.  

            	
              “company”
      means any corporation, incorporated association, incorporated syndicate or
      other incorporated organization.

            


    

     

    
      	
              d.  

            	
              “person”
      means and individual, partnership, unincorporated association,
      unincorporated syndicate, unincorporated organization, trust, trustee,
      executor, administrator or other legal
  representative.

            


    

     

    
      	
              e.  

            	
              “spouse”
      means, in relation to an individual, another individual to whom that
      individual is married, or another individual of the opposite sex or the
      same sex with whom that individual is living in a conjugal relationship
      outside marriage.

            


    


    
      
         


      

      
        16

        
          

        

      

      
         


      

    


    


    


    The
Investor understands that the foregoing information will be relied upon by the
Company for the purpose of determining the eligibility of the Investor to
purchase the Shares. The Investor agrees to notify the Company immediately if
any representation or warranty contained in this Subscription Agreement,
including this Investor Questionnaire, becomes untrue at any time. The Investor
agrees to provide, if requested, any additional information that may reasonably
be required to substantiate the Investor’s status as an accredited investor or
to otherwise determine the eligibility of the Investor to purchase the Shares.
The Investor agrees to indemnify and hold harmless the Company and each officer,
director, shareholder, agent and representative of the Company and their
respective affiliates and successors and assigns from and against any loss,
damage or liability due to or arising out of a breach of any representation,
warranty or agreement of the Investor contained herein.

    


    


    
      	 
      	
              INDIVIDUAL:

            
	 
      	 
      
	 
      	
              ____________________________________

            
	 
      	
              (Signature)

            
	 
      	 
      
	 
      	
              ____________________________________

            
	 
      	
              (Print
      Name)

            
	 
      	 
      
	 
      	
              PARTNERSHIP,
      CORPORATION, TRUST, CUSTODIAL ACCOUNT, OTHER:

            
	 
      	 
      
	 
      	
              ___________________________________

            
	 
      	
              (Name
      of Entity)

            
	 
      	 
      
	 
      	
              By:  ________________________________

            
	 
      	
              (Signature)

            
	 
      	 
      
	 
      	
                     ________________________________

            
	 
      	
              (Print
      Name and Title)

            


    

    


    17