EXHIBIT 10.2


                                NON U.S. RESIDENT

                              PRO NUTRISOURCE INC.

                             SUBSCRIPTION AGREEMENT
                                       AND
                             PURCHASER QUESTIONNAIRE



Pro NutriSource Inc.
307 Natasha City
Longueuil, Quebec
Canada J4L 2P8

Gentlemen:



                                     PART I

         Pro  NutriSource  Inc., a Nevada  corporation  (the  "Corporation")  is
offering on a private  placement basis,  shares of its restricted  common stock,
par value $0.001 (the "Common  Stock") to eligible  investors  who  subscribe to
this issue by this document (the  "Investor") at a price of U.S. $____ per share
of Common Stock. The Corporation offers, and the Investor accepts, the shares of
Common  Stock on the terms  and  conditions  as set  forth in this  subscription
agreement.

         1.  Subscription.  The undersigned hereby tenders this subscription and
applies for the purchase of _______ shares of Common Stock in the capital of the
Corporation for an aggregate purchase price of $_______. By execution below, the
undersigned  acknowledges  that the Corporation is relying upon the accuracy and
completeness  of the  representations  contained  herein in  complying  with its
obligations under applicable securities laws.

         2.  Representations  by Undersigned.  The undersigned  acknowledges and
represents as follows:

         (a)      NOT A U.S. PERSON: the Investor:  (i) is not a U.S. Person (as
                  defined in Rule 902 of Regulation S ("REGULATION S") under the
                  United States SECURITIES ACT OF 1933 (the "U.S.  ACT"),  which
                  definition includes, but is not limited to, any natural person
                  resident in the United States,  any corporation or partnership
                  incorporated  or organized under the laws of the United States
                  or any estate or trust of which any executor, administrator or
                  trustee is a U.S.  Person;  (ii) is not  purchasing any of the
                  shares of Common  Stock for the account or benefit of any U.S.

<PAGE>

                  Person or for offering,  resale or delivery for the account or
                  benefit of any U.S. Person or for the account of any person in
                  any  jurisdiction  other than the  jurisdiction set out in the
                  name and address of the  Investor set forth  hereinbelow;  and
                  (iii) was not offered any shares of Common Stock in the United
                  States  and was  outside  the  United  States  at the  time of
                  execution and delivery of this Agreement;

         (b)      NO  REGISTRATION  AND SALES UNDER  REGULATION  S: the Investor
                  acknowledges  that the  shares of Common  Stock  have not been
                  registered  under  the  U.S.  Act and the  Corporation  has no
                  obligation  or  present  intention  of  filing a  registration
                  statement  under  the U.S.  Act in  respect  of the  shares of
                  Common  Stock.  The  Investor  agrees to resell  the shares of
                  Common  Stock  only  in  accordance  with  the  provisions  of
                  Regulation S, pursuant to a registration under the U.S. Act or
                  pursuant to an available exemption from such registration, and
                  that hedging transactions involving the shares of Common Stock
                  may not be conducted  unless in compliance  with the U.S. Act.
                  The Investor understands that any certificate representing the
                  shares of Common  Stock will bear a legend  setting  forth the
                  foregoing  restrictions.  The  Investor  understands  that the
                  shares of Common  Stock are  restricted  within the meaning of
                  "RULE 144" promulgated  under the U.S. Act; that the exemption
                  from registration  under Rule 144 will not be available in any
                  event  for at least  one year  from the date of  purchase  and
                  payment of the  shares of Common  Stock by the  Investor,  and
                  even then will not be  available  unless (i) a public  trading
                  market  then exists for the common  stock of the  Corporation,
                  (ii) adequate  information  concerning the Corporation is then
                  available  to the public and (iii) other terms and  conditions
                  of Rule 144 are complied with; and that any sale of the shares
                  of Common  Stock may be made by the  Investor  only in limited
                  amounts in accordance with such terms and conditions;

         (c)      NO U.S. BENEFICIAL INTEREST:  no U.S. Person,  either directly
                  or  indirectly,  has  any  beneficial  interest  in any of the
                  shares of Common Stock acquired by the Investor hereunder, nor
                  does the Investor have any agreement or understanding (written
                  or oral) with any U.S. Person respecting:

                  (i)    the  transfer  or  any  assignment  of  any  rights  or
                         interest in any of the shares of Common Stock;

                  (ii)   the division of profits,  losses, fees,  commissions or
                         any   financial   stake   in   connection   with   this
                         subscription; or

                  (iii)  the voting of the shares of Common Stock;

         (d)      EXPERIENCE:  the  Investor  has the  requisite  knowledge  and
                  experience  in  financial  and  business  matters for properly
                  evaluating the risks of an investment in the Corporation;

         (e)      INFORMATION:   the  Investor  has  received  all   information
                  regarding  the   Corporation   reasonably   requested  by  the
                  Investor;

<PAGE>


         (f)      RISK:  the  Investor  understands  that an  investment  in the
                  Corporation  involves  certain risks of which the Investor has
                  taken full  cognizance,  and which  risks the  Investor  fully
                  understands;

         (g)      ADEQUACY  OF  INFORMATION:  the  Investor  has been  given the
                  opportunity to ask questions of, and to receive  answers from,
                  the  Corporation  concerning  the terms and  conditions of the
                  offering  and to obtain  additional  information  necessary to
                  verify  the  accuracy  of  the  information  contained  in the
                  information described in paragraph "(e)" hereinabove,  or such
                  other information as the Investor desired in order to evaluate
                  an investment in the Corporation;

         (h)      RESIDENCY:   the  residence  of  the  Investor  as  set  forth
                  hereinbelow is the true and correct  residence of the Investor
                  and the  Investor  has no  present  intention  of  becoming  a
                  resident or domiciliary of any other State or jurisdiction;

         (i)      INDEPENDENT  INVESTIGATION:  in making a decision to invest in
                  the   Corporation   the  Investor   has  relied   solely  upon
                  independent  investigations  made  by the  Investor,  and  the
                  particular tax consequences  arising from an investment in the
                  Corporation   will  depend  upon  the  Investor's   individual
                  circumstances;

         (j)      PRINCIPAL:  the  Investor is  purchasing  the shares of Common
                  Stock as principal for the  Investor's own account and not for
                  the benefit of any other  person,  except as otherwise  stated
                  herein,  and not with a view to the resale or  distribution of
                  all or any of the shares of Common Stock;


         (k)      DECISION TO  PURCHASE:  the  decision of the Investor to enter
                  into this Agreement and to purchase the shares of Common Stock
                  pursuant hereto has been based only on the  representations of
                  this  Agreement and any  collateral  business plan or offering
                  memorandum  provided  herewith  or based  upon the  Investor's
                  relationship  with a  director  and/or  senior  officer of the
                  Corporation.  It is not made on other information  relating to
                  the  Corporation  and not upon any oral  representation  as to
                  fact or otherwise  made by or on behalf of the  Corporation or
                  any other  person.  The Investor  agrees that the  Corporation
                  assumes  no   responsibility   or   liability  of  any  nature
                  whatsoever for the accuracy,  adequacy or  completeness of any
                  business  plan  information  which has been created based upon
                  the Corporation's  management experience.  In particular,  and
                  without limiting the generality of the foregoing, the decision
                  to  subscribe  for the  shares  of  Common  Stock has not been
                  influenced by:

                  (i)    newspaper,  magazine or other media articles or reports
                         related to the Corporation or its business;

                  (ii)   promotional  literature or other  materials used by the
                         Corporation for sales or marketing purposes; or

<PAGE>

                  (iii)  any  representations,   oral  or  otherwise,  that  the
                         Corporation will become a listed Corporation,  that any
                         of the shares of Common  Stock will be  repurchased  or
                         have any  guaranteed  future  realizable  value or that
                         there  is  any  certainty  as to  the  success  of  the
                         Corporation  or the  liquidity  or  value of any of the
                         shares of Common Stock;

         (l)      ADVERTISEMENTS:  the Investor  acknowledges  that the Investor
                  has not  purchased  the shares of Common  Stock as a result of
                  any general  solicitation  or general  advertising,  including
                  advertisements,  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;

         (m)      INFORMATION NOT RECEIVED:  the Investor has not received,  nor
                  has the Subscriber  requested,  nor does the Investor have any
                  need to receive, any offering memorandum or any other document
                  (other than  financial  statements  or any other  document the
                  content  of which is  prescribed  by  statute  or  regulation)
                  describing the business and affairs of the  Corporation  which
                  has been prepared for delivery to, and review by,  prospective
                  purchasers  in order to assist  them in  making an  investment
                  decision  in respect of the  shares of Common  Stock,  and the
                  Investor has not become aware of any  advertisement in printed
                  media  of  general  and  regular  paid  circulation,  radio or
                  television  with respect to the  distribution of the shares of
                  Common Stock

         (n)      INFORMATION  RECEIVED:  the  Investor  has had  access to such
                  additional information,  if any, concerning the Corporation as
                  the Investor has considered  necessary in connection  with the
                  Investor's investment decision to acquire the shares of Common
                  Stock;


         (o)      SATISFACTION   WITH   INFORMATION   RECEIVED:   the   Investor
                  acknowledges that, to the Investor's satisfaction:

                  (i)      the  Investor  has  either  had access to or has been
                           furnished with sufficient  information  regarding the
                           Corporation   and  the   terms  of  this   investment
                           transaction to the Investor's satisfaction;

                  (ii)     the Investor has been provided the opportunity to ask
                           questions concerning this investment  transaction and
                           the  terms  and  conditions   thereof  and  all  such
                           questions   have  been  answered  to  the  Investor's
                           satisfaction; and

                  (iii)    the  Investor  has been given ready  access to and an
                           opportunity  to  review  any  information,   oral  or
                           written,   that  the  Investor  has   requested,   in
                           particular  to any  offering  memorandum  or business
                           plan of the Corporation, if available concurrent with
                           or as a part of this Agreement;

<PAGE>

         (p)      RELIANCE OF  REPRESENTATIVE:  the  Investor,  by reason of the
                  Investor's  knowledge and experience in financial and business
                  matters,  is capable of evaluating  the risks and merits of an
                  investment  in the shares of Common  Stock or, if the Investor
                  is relying upon the investment advice of a representative  who
                  has advised the undersigned in connection with this investment
                  (the   "REPRESENTATIVE"),   the   undersigned   believes   the
                  Representative  to be sophisticated  and competent in the area
                  of  investment  advice and analysis and  therefore  capable of
                  evaluating the risks and merits of an investment in the shares
                  of Common Stock;

         (q)      ECONOMIC  RISK: the Investor has such knowledge and experience
                  in  financial  and  business  affairs  as  to  be  capable  of
                  evaluating the merits and risks of the  Investor's  investment
                  in and to any of the shares of Common Stock,  and the Investor
                  is able  to  bear  the  economic  risk of a total  loss of the
                  Investor's  investment  in and to any of the  shares of Common
                  Stock;

         (r)      SPECULATIVE  INVESTMENT:  the  Investor  understands  that  an
                  investment  in  any  of  the  shares  of  Common  Stock  is  a
                  speculative  investment  and  that  there is no  guarantee  of
                  success of the Corporation's  management's plans. Management's
                  plans are an effort to apply present  knowledge and experience
                  to  project  a future  course of  action  which is hoped  will
                  result in financial success employing the Corporation's assets
                  and with the present level of management's skills and of those
                  whom the  Corporation  will need to attract  (which  cannot be
                  assured).   Additionally,  all  plans  are  capable  of  being
                  frustrated by new or unrecognized or unappreciated  present or
                  future circumstances which can typically not be accurately, or
                  at all, predicted;

         (s)      STATUS OF THE  SUBSCRIBER  IN THE U.K.:  if the  Investor is a
                  resident  of the  United  Kingdom,  it: (i) is either a United
                  Kingdom "business investor" (a Corporation which has, or whose
                  parent  Corporation  has,  at  least  (pound)5,000,000  in net
                  assets or paid up share capital or (pound)500,000 if it or its
                  parent  Corporation  has over 20 members) or a United  Kingdom
                  "authorized person" or "exempted person" within the meaning of
                  the FINANCIAL  SERVICES ACT, 1986 of the United Kingdom;  (ii)
                  has read and  understood  the contents of this  Agreement  and
                  agrees to be legally bound thereby; (iii) has not received any
                  "application form" within the meaning of applicable securities
                  legislation;  (iv) has not  received,  is not aware of and has
                  not  relied  on  any  "investment  advertisement"  within  the
                  meaning  of the  FINANCIAL  SERVICES  ACT,  1986 of the United
                  Kingdom;  and (v)  its  ordinary  business  is the  buying  or
                  selling of shares;

         (t)      ADDRESS:  the Investor is resident as set out on the last page
                  of this Agreement as the "Investor's Address", and the address
                  as set  forth on the last page of this  Agreement  is the true
                  and correct address of the Investor;

         (u)      RISK AND  RESALE  RESTRICTION:  the  Investor  is aware of the
                  risks and other  characteristics of the Shares and the Warrant
                  Shares and of the fact that the  Investor  will not be able to
                  resell the shares of Common  Stock except in  accordance  with
                  the applicable securities legislation and regulatory policy;

         (v)      REPRESENTATIONS  AS TO  RESALE:  no  person  has  made  to the
                  Investor any written or oral representations:


<PAGE>

                  (i)    that any person  will resell or  repurchase  any of the
                         shares of Common Stock;

                  (ii)   that any person will refund the  purchase of any of the
                         shares of Common Stock;

                  (iii)  as to the future price or value of any of the shares of
                         Common Stock; or

                  (iv)   that the  shares of  Common  Stock  will be listed  and
                         posted   for    trading   on   any   stock    exchange,
                         over-the-counter  or  bulletin  board  market,  or that
                         application  has  been  made to list  and  post any the
                         Shares   for    trading   on   any   stock    exchange,
                         over-the-counter or bulletin board market; and

                  the Investor will not resell the shares of Common Stock except
                  in accordance  with the  provisions  of applicable  securities
                  legislation  and  stock  exchange,   over-the-counter   and/or
                  bulletin board market rules;

         (w)      REPORTS AND UNDERTAKINGS: if required by applicable securities
                  legislation,  policy or order or by any securities commission,
                  stock  exchange or other  regulatory  authority,  the Investor
                  will execute and otherwise  assist the  Corporation  in filing
                  such  reports,  undertakings  and  other  documents  as may be
                  reasonably required with respect to the issue of the shares of
                  Common Stock;

         (x)      RESALE  RESTRICTIONS:  the  Investor  has  been  independently
                  advised as to the applicable hold period imposed in respect of
                  the shares of Common Stock by  securities  legislation  in the
                  jurisdiction  in which the  Subscriber's  resides and confirms
                  that no representation has been made respecting the applicable
                  hold  periods  for the shares of Common  Stock and is aware of
                  the risks and other  characteristics  of the  shares of Common
                  Stock  and of the fact  that the  Investor  may not be able to
                  resell the shares of Common  Stock except in  accordance  with
                  the applicable  securities  legislation and regulatory policy.
                  In this  regard  the  Investor  agrees  that  if the  Investor
                  decides to offer, sell or otherwise transfer any of the shares
                  of  Common  Stock,  the  Investor  will  not  offer,  sell  or
                  otherwise  transfer  any  of  such  shares  of  Common  Stock,
                  directly or indirectly, unless:


                  (i)    the sale is to the Corporation; or

                  (ii)   the  sale  is  made   outside  the  United   States  in
                         compliance  with  the   requirements  of  Rule  904  of
                         Regulation S under the U.S. Act and in compliance  with
                         applicable state securities laws; or

                  (iii)  the  sale  is  made  pursuant  to  an  exemption   from
                         registration  under the U.S.  Act  provided by Rule 144
                         thereunder and as set forth in Article "4" hereinbelow,
                         if applicable,  and in compliance with applicable state
                         securities laws; or

                  (iv)   with the prior written consent of the Corporation,  the
                         sale is made pursuant to another  applicable  exemption
                         from registration  under the U.S. Act and in compliance
                         with applicable state securities laws;


<PAGE>

         (y)      NO PROSPECTUS FILING:  the Investor  acknowledges that this is
                  an offering made on a private  basis without a prospectus  and
                  that no federal,  state,  provincial  or other agency has made
                  any  finding  or   determination  as  to  the  merits  of  the
                  investment nor made any  recommendation  or endorsement of the
                  shares of Common Stock, and that:

                  (i)      the Investor may be or is restricted  from using most
                           of the  civil  remedies  available  under  applicable
                           securities legislation; and

                  (ii)     the Corporation is relieved from certain  obligations
                           that   would   otherwise   apply   under   applicable
                           securities legislation;

         (z)      CONFIDENTIALITY:    the   Investor    understands   that   the
                  Corporation's   business   plan   and   this   Agreement   are
                  confidential.  Furthermore,  the Investor has not  distributed
                  such, or divulged the contents  thereof,  to anyone other than
                  such legal or  financial  advisors as the  Investor has deemed
                  desirable  for purposes of  evaluating  an  investment  in the
                  shares  of Common  Stock,  and the  Investor  has not made any
                  copies thereof except for the Investor's own records;

         (aa)     AGE OF MAJORITY: the Investor, if an individual,  has attained
                  the age of majority  and is legally  competent to execute this
                  Agreement and to take all actions required pursuant hereto;

         (ab)     AUTHORIZATION  AND FORMATION OF INVESTOR:  the Investor,  if a
                  corporation,  partnership,  trust  or other  form of  business
                  entity, is authorized and otherwise duly qualified to purchase
                  and hold the shares of Common  Stock,  and such entity has not
                  been formed for the specific  purpose of acquiring  the shares
                  of Common  Stock in this issue.  If the Investor is one of the
                  aforementioned entities it hereby agrees that, upon request of
                  the  Corporation,  it will  supply  the  Corporation  with any
                  additional  written  information  that may be requested by the
                  Corporation.  In addition, the entering into of this Agreement
                  and the  transactions  contemplated  hereby will not result in
                  the violation of any of the terms of and provisions of any law
                  applicable to, or the constating documents,  if a corporation,
                  of, the  Subscriber or of any  agreement,  written or oral, to
                  which the Investor may be a party or by which the Investor may
                  be bound;

         (ac)     LEGAL  OBLIGATION:  this  Agreement  has been duly and validly
                  authorized, executed and delivered by and constitutes a legal,
                  valid, binding and enforceable obligation of the Investor;

<PAGE>


         (ad)     LEGAL AND TAX CONSEQUENCES.  the Investor acknowledges that an
                  investment in the securities of the  Corporation  may have tax
                  consequences  to the Investor under  applicable law, which the
                  Investor  is  solely  responsible  for  determining,  and  the
                  Investor  also  acknowledges  and agrees that the  Investor is
                  responsible for obtaining its own legal and tax advice;

         (ae)     COMPLIANCE  WITH  APPLICABLE  LAWS:  the Investor  knows of no
                  reason (and is  sufficiently  knowledgeable  to determine  the
                  same or has sought  legal  advice)  why the  delivery  of this
                  Agreement,  the  acceptance of it by the  Corporation  and the
                  issuance of the shares of Common  Stock to the  Investor  will
                  not  comply  with  all  applicable   laws  of  the  Investor's
                  jurisdiction   of  residence   or  domicile,   and  all  other
                  applicable  laws,  and the  Investor  has no reason to believe
                  that  the  Investor's   subscription  hereby  will  cause  the
                  Corporation  to become  subject to or  required to comply with
                  any disclosure,  prospectus or reporting requirements or to be
                  subject to any civil or regulatory  review or  proceeding.  In
                  addition,   the  Investor  will  comply  with  all  applicable
                  securities  laws  and  will  assist  the  Corporation  in  all
                  reasonable  manner to comply  with all  applicable  securities
                  laws;

         (af)     ENCUMBRANCE OR TRANSFER OF  SECURITIES:  the Investor will not
                  sell,   assign,   gift,  pledge  or  encumber  in  any  manner
                  whatsoever any of the shares of Common Stock herein subscribed
                  for without the prior written  consent of the  Corporation and
                  in accordance with applicable securities legislation; and

         (ag)     REGULATION  S: the Investor  further  represents  and warrants
                  that the Subscriber was not specifically formed to acquire any
                  of the shares of Common Stock subscribed for in this Agreement
                  in violation of the provisions of Regulation S.

         I will hold title to my shares of Common Stock as follows:

                    ___ Individual Ownership
                    ___ Community Property
                    ___ Joint Tenant with Right of Survivorship (both parties
                        must sign)
                    ___ Partnership
                    ___ Tenants in Common
                    ___ Corporation
                    ___ Trust
                    ___ Other (please specify)_______________________

         General. The following  information is to be provided by all Investors.
(Please  print or type - attach  additional  information  on separate  sheets if
necessary.)

                  (i)    Investor Information (for corporations, partnerships or
                         trusts,   please  give  name  of  entity  and  name  of
                         authorized   individual   completing  the  Subscription
                         Agreement and Purchaser Questionnaire.


<PAGE>

Name___________________________________________________________________

Home Address____________________________________________________________

Home Telephone _________________________________________________________

Date of Birth/Organization__________________________________________________

Citizenship: __________

Occupation______________________________________________________________

Employer________________________________________________________________

Business Address_________________________________________________________

Business Telephone_______________________________________________________

Length of Employment_____________________________________________________

                  (ii)   For Investors other than Individuals

In  order  to  establish  that the  Investor  is  authorized  to  complete  this
Subscription  Agreement  and  Purchaser  Questionnaire,  the  following  must be
furnished:

A  GENERAL  OR  LIMITED  PARTNERSHIP  must  attach  a copy  of  its  partnership
agreement,  which must show that the person signing this Subscription  Agreement
and Purchaser  Questionnaire  and any other document related to its subscription
for the  shares of Common  Stock  (the  "Subscription  Documents")  is a general
partner  of the  partnership  who  has the  authority  to  make  the  investment
decisions and to execute the Subscription Documents.

A  LIMITED  LIABILITY  CORPORATION  OR A  CORPORATION  must  attach  a copy of a
resolution of the board of directors  showing that the corporation is authorized
to  make  this  investment  and  that  the  person  who  is  signing  any of the
Subscription Documents is authorized to do so.

A TRUST must attach a copy of the trust agreement.

(iii)    Investment Decision

         If the  Investor  is a  general  partnership,  did each  partner  elect
         whether he will  participate  in the  partnership's  investment  in the
         shares of Common Stock? ____Yes _____No

         If the answer is "No", please state the total number of partners of the
         partnership and the total number of partners who elected to participate
         in this investment. _____


<PAGE>



                         SIGNATURE PAGE FOR INDIVIDUALS

                            Dated: ___________, 2009

____________________________________
Signature
____________________________________
Signature (all record holders should sign)
____________________________________
Name(s) Printed
____________________________________
Name(s) Printed
____________________________________
Address to Which Correspondence Should be Directed
____________________________________
Street or P.O. Box
____________________________________
City, State and Zip Code
____________________________________
Social Security Number
____________________________________
Social Security Number
____________________________________
Telephone Number


WHEN  COMPLETED  AND  SIGNED  THIS  SUBSCRIPTION  SHOULD  BE  DELIVERED  TO  PRO
NUTRISOURCE  INC., 307 NATASHA CITY,  LONGUEUIL,  QUEBEC,  CANADA J4L 2P8, ATTN:
TONY KHOURY.

ACCEPTED:

PRO NUTRISOURCE INC.


 By:_______________________________         Dated: ____________, 2009
        Tony Khoury, President


<PAGE>


                           SIGNATURE PAGE FOR ENTITIES

                           Dated: ______________, 2009


____________________________________
Name of Entity
____________________________________
*Signature with Title
____________________________________
Name Printed
____________________________________
Address to Which Correspondence Should be Directed
____________________________________
Street or P.O. Box
____________________________________
City, State and Zip Code
____________________________________
Tax Identification Number
____________________________________
Telephone Number

*If  Securities  are being  subscribed  for by an  entity,  the  Certificate  of
Signatory that is attached to this document must also be completed.

WHEN  COMPLETED  AND SIGNED  THIS  SUBSCRIPTION  AGREEMENT  AND  CERTIFICATE  OF
SIGNATORY  SHOULD BE  DELIVERED  TO PRO  NUTRISOURCE  INC.,  307  NATASHA  CITY,
LONGUEUIL, QUEBEC, CANADA J4L 2P8, ATTN: TONY KHOURY.

ACCEPTED:

PRO NUTRISOURCE INC.


By:__________________________                        Date:_____________, 2009
     Tony Khoury, President


<PAGE>



                            CERTIFICATE OF SIGNATORY

                  (To be completed if the Securities are being
                          subscribed for by an entity)

 I, _________________, am the _______________ of _______________ (the "Entity").

         I certify  that I am  empowered  and duly  authorized  by the Entity to
execute  and carry out the terms of the  Subscription  Agreement  and  Purchaser
Questionnaire  and to purchase and hold the shares of Common Stock,  and certify
further that the  Subscription  Agreement and Purchaser  Questionnaire  has been
duly and validly  executed on behalf of the Entity and  constitutes  a legal and
binding obligation of the Entity.


         IN WITNESS WHEREOF, I have set my hand this ___ day of _________, 2009.





                                                       _________________________
                                                       Signature