SUBSCRIPTION
AGREEMENT

     

    SUBSCRIPTION
AGREEMENT (this “Agreement”) made as of the last date set forth on the signature
page hereof between Global Investor Services, Inc. (the “Company”), and the
undersigned (the “Subscriber”).

     

    WITNESSETH:

     

    WHEREAS,
the Company is offering a minimum of 8 Units ($400,000) (the “Minimum Offering”)
and maximum of 15 Units ($750,000) (the “Maximum Offering”) on a best efforts,
all or none basis for the Minimum Offering and a best efforts basis for the
Maximum Offering , at a price of $50,000 per Unit. Each Unit consisting of (i) a
$50,000 8% secured convertible notes of the Company, convertible at $0.03 per
share, in the form attached hereto (the “Notes”), and (ii) common stock purchase
warrants to purchase 833,334 shares of common stock, par value $.001 per share
(the “Common Stock” and together with the Note, the “Units” or the “Securities”)
at a purchase price equal to $50,000 per Unit;

     

    WHEREAS,
the Company, in its sole discretion, may exercise an over-allotment option for
an additional 5 Units;

     

    WHEREAS,
the Company intends to offer the Units directly and, may, in its sole
discretion, offer a portion of the units through placement agents;
and

     

    WHEREAS,
the Subscriber desires to purchase that number of Units set forth on the
signature page hereof on the terms and conditions hereinafter set
forth.

     

    NOW,
THEREFORE, in consideration of the premises and the mutual representations and
covenants hereinafter set forth, the parties hereto do hereby agree as
follows:

     

    
      	
              I.

            	
              SUBSCRIPTION FOR UNITS
      AND REPRESENTATIONS BY
SUBSCRIBER

            


    

     

    1.1           Subject
to the terms and conditions hereinafter set forth and in the Confidential
Private Placement Memorandum dated May 15, 2009 (such memorandum, together with
all amendments thereof and supplements and exhibits thereto, the “Memorandum”),
the Subscriber hereby irrevocably subscribes for and agrees to purchase from the
Company such number of Units, and the Company agrees to sell to the Subscriber
as is set forth on the signature page hereof, at a per Unit price equal to
$50,000 per Unit.  The purchase price is payable by personal or
business check or money order made payable to “CST&T AAF GISV ESCROW ACCOUNT
#2” contemporaneously with the execution and delivery of this Agreement by the
Subscriber. Subscribers may also pay the subscription amount by, wire transfer
of immediately available funds to:

    

      
        	
                 
      

              	
                Name:

              	
                CST&T
      AAF GISV ESCROW ACCOUNT #2

              


      

      
        	
                 
      

              	
                Bank:

              	
                J P
      Morgan Chase Bank

              


      

      
        	
                 
      

              	
                Account:

              	
                530-154099

              


      

      
        	
                 
      

              	
                ABA #:

              	
                021000021

              


      

      
        	
                 
      

              	
                Address;

              	
                4
      Metro Tech Center

              


      

      
        	
                 
      

              	
                3rd
      fl

              


      

      
        	
                 
      

              	
                Brooklyn
      NY 11245

              



        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

    

    


    1.2           The
Subscriber recognizes that the purchase of the Units involves a high degree of
risk including, but not limited to, the following: (a) the Company remains a
development stage business with limited operating history and requires
substantial funds in addition to the proceeds of the Offering; (b) an investment
in the Company is highly speculative, and only investors who can afford the loss
of their entire investment should consider investing in the Company and the
Units; (c) the Subscriber may not be able to liquidate its investment; (d)
transferability of the Units, including the Common Stock and Notes contained
therein and Common Stock issuable upon exercise of the Notes (defined below)
(sometimes hereinafter collectively referred to as the “Securities”) is
extremely limited; (e) in the event of a disposition, the Subscriber could
sustain the loss of its entire investment; (f) the Company has not paid any
dividends since its inception and does not anticipate paying any dividends; and
(g) the Company may issue additional securities in the future which have rights
and preferences that are senior to those of the Common Stock.

     

    1.3           The
Subscriber represents that the Subscriber is an “accredited investor” as such
term is defined in Rule 501 of Regulation D (“Regulation D”) promulgated under
the Securities Act of 1933, as amended (the “Securities Act”), as indicated by
the Subscriber’s responses to the questions contained in Article VII hereof, and
that the Subscriber is able to bear the economic risk of an investment in the
Units.

     

    1.4           The
Subscriber hereby acknowledges and represents that (a) the Subscriber has
knowledge and experience in business and financial matters, prior investment
experience, including investment in securities that are non-listed, unregistered
and/or not traded on a national securities exchange nor on the Financial
Industry Regulatory Authority (the “FINRA”) automated quotation system
(“NASDAQ”), or the Subscriber has employed the services of a “purchaser
representative” (as defined in Rule 501 of Regulation D), attorney and/or
accountant to read all of the documents furnished or made available by the
Company both to the Subscriber and to all other prospective investors in the
Units to evaluate the merits and risks of such an investment on the Subscriber’s
behalf; (b) the Subscriber recognizes the highly speculative nature of this
investment; and (c) the Subscriber is able to bear the economic risk that the
Subscriber hereby assumes.

     

    1.5           The
Subscriber hereby acknowledges receipt and careful review of this Agreement, the
Memorandum, including all exhibits thereto, and any documents which may have
been made available upon request as reflected therein (collectively referred to
as the “Offering Materials”) and hereby represents that the Subscriber has been
furnished by the Company during the course of the Offering with all information
regarding the Company, the terms and conditions of the Offering and any
additional information that the Subscriber has requested or desired to know, and
has been afforded the opportunity to ask questions of and receive answers from
duly authorized officers or other representatives of the Company concerning the
Company and the terms and conditions of the Offering.

     

    1.6           (a)           In
making the decision to invest in the Units the Subscriber has relied solely upon
the information provided by the Company in the Offering Materials.  To
the extent necessary, the Subscriber has retained, at its own expense, and
relied upon appropriate professional advice regarding the investment, tax and
legal merits and consequences of this Agreement and the purchase of the Units
hereunder.  The Subscriber disclaims reliance on any statements made
or information provided by any person or entity in the course of Subscriber’s
consideration of an investment in the Units other than the Offering
Materials.


    
      
         


      

      
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    (b)           The
Subscriber represents that (i) the Subscriber was contacted regarding the sale
of the Units by the Company (or an authorized agent or representative thereof)
with whom the Subscriber had a prior substantial pre-existing relationship and
(ii) no Units  were offered or sold to it by means of any form of
general solicitation or general advertising, and in connection therewith, the
Subscriber did not (A) receive or review any advertisement, article, notice or
other communication published in a newspaper or magazine or similar media or
broadcast over television or radio, whether closed circuit, or generally
available; or (B) attend any seminar meeting or industry investor conference
whose attendees were invited by any general solicitation or general
advertising.

     

    1.7           The
Subscriber hereby represents that the Subscriber, either by reason of the
Subscriber’s business or financial experience or the business or financial
experience of the Subscriber’s professional advisors (who are unaffiliated with
and not compensated by the Company or any affiliate or selling agent of the
Company, directly or indirectly), has the capacity to protect the Subscriber’s
own interests in connection with the transaction contemplated
hereby.

     

    1.8           The
Subscriber hereby acknowledges that the Offering has not been reviewed by the
United States Securities and Exchange Commission (the “SEC”) nor any state
regulatory authority since the Offering is intended to be exempt from the
registration requirements of Section 5 of the Securities Act pursuant to
Regulation D promulgated thereunder.  The Subscriber understands that
the Securities have not been registered under the Securities Act or under any
state securities or “blue sky” laws and agrees not to sell, pledge, assign or
otherwise transfer or dispose of the Securities unless they are registered under
the Securities Act and under any applicable state securities or “blue sky” laws
or unless an exemption from such registration is available.

     

    1.9           The
Subscriber understands that the Securities comprising the Units have not been
registered under the Securities Act by reason of a claimed exemption under the
provisions of the Securities Act that depends, in part, upon the Subscriber’s
investment intention.  In this connection, the Subscriber hereby
represents that the Subscriber is purchasing the Securities for the Subscriber’s
own account for investment and not with a view toward the resale or distribution
to others.  The Subscriber, if an entity, further represents that it
was not formed for the purpose of purchasing the Securities.

     

    1.10         The
Subscriber understands that there is no public market for the Common Stock and
that no market may develop for any of such Securities.  The Subscriber
understands that even if a public market develops for such Securities, Rule 144
(“Rule 144”) promulgated under the Securities Act requires for non-affiliates,
among other conditions, a one-year holding period prior to the resale (in
limited amounts) of securities acquired in a non-public offering without having
to satisfy the registration requirements under the Securities
Act.  The Subscriber understands and hereby acknowledges that the
Company is under no obligation to register any of the Securities under the
Securities Act or any state securities or “blue sky” laws other than as set
forth in Article V.

     

    1.11         The
Subscriber consents to the placement of a legend on any certificate or other
document evidencing the Securities that such Securities have not been registered
under the Securities Act or any state securities or “blue sky” laws and setting
forth or referring to the restrictions on transferability and sale thereof
contained in this Agreement.  The Subscriber is aware that the Company
will make a notation in its appropriate records with respect to the restrictions
on the transferability of such Securities. The legend to be placed on each
certificate shall be in form substantially similar to the
following:


    
      
         


      

      
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    “THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES OR “BLUE
SKY LAWS,” AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR
HYPOTHECATED ABSENT AN EFFECTIVE REGISTRATION THEREOF UNDER SUCH ACT OR
COMPLIANCE WITH RULE 144 PROMULGATED UNDER SUCH ACT, OR UNLESS THE COMPANY HAS
RECEIVED AN OPINION OF COUNSEL, REASONABLY SATISFACTORY TO THE COMPANY AND ITS
COUNSEL, THAT SUCH REGISTRATION IS NOT REQUIRED.”

     

    1.12         The
Subscriber understands that the Company will review this Agreement and is hereby
given authority by the Subscriber to call Subscriber’s bank or place of
employment or otherwise review the financial standing of the Subscriber; and it
is further agreed that the Company, at its sole discretion, reserves the
unrestricted right, without further documentation or agreement on the part of
the Subscriber, to reject or limit any subscription, to accept subscriptions for
fractional Units and to close the Offering to the Subscriber at any time and
that the Company will issue stop transfer instructions to its transfer agent
with respect to such Securities.

     

    1.13         The
Subscriber hereby represents that the address of the Subscriber furnished by
Subscriber on the signature page hereof is the Subscriber’s principal residence
if Subscriber is an individual or its principal business address if it is a
corporation or other entity.

     

    1.14         The
Subscriber represents that the Subscriber has full power and authority
(corporate, statutory and otherwise) to execute and deliver this Agreement and
to purchase the Units.  This Agreement constitutes the legal, valid
and binding obligation of the Subscriber, enforceable against the Subscriber in
accordance with its terms.

     

    1.15         If
the Subscriber is a corporation, partnership, limited liability company, trust,
employee benefit plan, individual retirement account, Keogh Plan, or other
tax-exempt entity, it is authorized and qualified to invest in the Company and
the person signing this Agreement on behalf of such entity has been duly
authorized by such entity to do so.

     

    1.16         The
Subscriber acknowledges that if he or she is a Registered Representative of an
FINRA member firm, he or she must give such firm the notice required by the
FINRA’s Rules of Fair Practice, receipt of which must be acknowledged by such
firm in Section 7.3 below.

     

    1.17         The
Subscriber acknowledges that at such time, if ever, as the Securities are
registered (as such term is defined in Article V hereof), sales of the
Securities will be subject to state securities laws.

     

    1.18         The
Subscriber represents that the Subscriber has read and fully understands the
risks associated with the Company and the Units.

     

    1.19         (a)           The
Subscriber agrees not to issue any public statement with respect to the
Subscriber’s investment or proposed investment in the Company or the terms of
any agreement or covenant between them and the Company without the Company’s
prior written consent, except such disclosures as may be required under
applicable law or under any applicable order, rule or
regulation.


    
      
         


      

      
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    (b)           The
Company agrees not to disclose the names, addresses or any other information
about the Subscribers, except as required by law; provided, that the Company may
use the name of the Subscriber for any offering or in any registration statement
filed pursuant to Article V in which the Subscriber’s shares are
included.

     

    1.20         The
Subscriber agrees to hold the Company and its directors, officers, employees,
affiliates, controlling persons and agents and their respective heirs,
representatives, successors and assigns harmless and to indemnify them against
all liabilities, costs and expenses incurred by them as a result of (a) any sale
or distribution of the Securities by the Subscriber in violation of the
Securities Act or any applicable state securities or “blue sky” laws; or (b) any
false representation or warranty or any breach or failure by the Subscriber to
comply with any covenant made by the Subscriber in this Agreement (including the
Confidential Investor Questionnaire contained in Article VII herein) or any
other document furnished by the Subscriber to any of the foregoing in connection
with this transaction.

     

    1.21         The
Subscriber represents that neither the Subscriber or any affiliates of the
Subscriber has an open short position in the common stock of the Company and the
Subscriber agrees that, so long as any of the Securities remain outstanding the
Subscriber will not enter into or effect any “short sales” (as such term is
defined in Rule 3b-3 of the 1934 Act) of the Common Stock, or shares of common
stock issuable upon conversion of the Notes, or hedging transaction which
establishes a net short position with respect to the Common Stock or shares
of common stock issuable upon conversion of the Notes.

     

    
      	
              II.

            	
              REPRESENTATIONS BY AND
      COVENANTS OF THE COMPANY

            


    

     

    The
Company hereby represents and warrants to the Subscriber that:

     

    2.1           Organization, Good Standing
and Qualification.  The Company is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Nevada and has full corporate power and authority to conduct its
business.

     

    2.2           Capitalization and Voting
Rights.  The authorized capital stock of the Company consists
of 700,000,000 shares of common stock, $0.001 par value, of which 314,714,800
shares are presently issued and outstanding and all issued and outstanding
shares of the Company are validly issued, fully paid and nonassessable. Except
as set forth in the Offering Materials, there are no outstanding options,
warrants, agreements, convertible securities, preemptive rights or other rights
to subscribe for or to purchase any shares of capital stock of the
Company.  Except as set forth in the Offering Materials and as
otherwise required by law, there are no restrictions upon the voting or transfer
of any of the shares of capital stock of the Company pursuant to the Company’s
Articles of Incorporation (the “Articles of Incorporation”), By-Laws or other
governing documents or any agreement or other instruments to which the Company
is a party or by which the Company is bound.


    
      
         


      

      
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    2.3           Authorization;
Enforceability.  The Company has all corporate right, power and
authority to enter into this Agreement and to consummate the transactions
contemplated hereby.  All corporate action on the part of the Company,
its directors and stockholders necessary for the (i) authorization execution,
delivery and performance of this Agreement by the Company; and (ii)
authorization, sale, issuance and delivery of the Securities contemplated hereby
and the performance of the Company’s obligations hereunder has been
taken.  This Agreement has been duly executed and delivered by the
Company and constitutes a legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, subject to laws of
general application relating to bankruptcy, insolvency and the relief of debtors
and rules of law governing specific performance, injunctive relief or other
equitable remedies, and to limitations of public policy.  The Common
Stock, when issued and fully paid for in accordance with the terms of this
Agreement, will be validly issued, fully paid and nonassessable.  The
issuance and sale of the Common Stock contemplated hereby will not give rise to
any preemptive rights or rights of first refusal on behalf of any person which
have not been waived in connection with this offering.

     

    2.4           No Conflict; Governmental
Consents.

     

    (a)           The
execution and delivery by the Company of this Agreement and the consummation of
the transactions contemplated hereby will not result in the violation of any
material law, statute, rule, regulation, order, writ, injunction, judgment or
decree of any court or governmental authority to or by which the Company is
bound, or of any provision of the Articles of Incorporation or By-Laws of the
Company, and will not conflict with, or result in a material breach or violation
of, any of the terms or provisions of, or constitute (with due notice or lapse
of time or both) a default under, any lease, loan agreement, mortgage, security
agreement, trust indenture or other agreement or instrument to which the Company
is a party or by which it is bound or to which any of its properties or assets
is subject, nor result in the creation or imposition of any lien upon any of the
properties or assets of the Company.

     

    (b)           No
consent, approval, authorization or other order of any governmental authority is
required to be obtained by the Company in connection with the authorization,
execution and delivery of this Agreement or with the authorization, issue and
sale of the Units, except such filings as may be required to be made with the
SEC, FINRA, NASDAQ and with any state or foreign blue sky or securities
regulatory authority.

     

    2.5           Licenses.  Except
as otherwise set forth in the 34 Act Reports, the Company has sufficient
licenses, permits and other governmental authorizations currently required for
the conduct of its business or ownership of properties and is in all material
respects in compliance therewith.

     

    2.6           Litigation.  The
Company knows of no pending or threatened legal or governmental proceedings
against the Company which could materially adversely affect the business,
property, financial condition or operations of the Company or which materially
and adversely questions the validity of this Agreement or any agreements related
to the transactions contemplated hereby or the right of the Company to enter
into any of such agreements, or to consummate the transactions contemplated
hereby or thereby. The Company is not a party or subject to the provisions of
any order, writ, injunction, judgment or decree of any court or government
agency or instrumentality which could materially adversely affect the business,
property, financial condition or operations of the Company. There is no action,
suit, proceeding or investigation by the Company currently pending in any court
or before any arbitrator or that the Company intends to initiate.

     

    2.7           Disclosure.  The
information set forth in the Offering Materials as of the date hereof contains
no untrue statement of a material fact nor omits to state a material fact
necessary in order to make the statements contained therein, in light of the
circumstances under which they were made, not misleading.


    
      
         


      

      
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    2.8           Investment
Company.  The Company is not an “investment company” within the
meaning of such term under the Investment Company Act of 1940, as amended, and
the rules and regulations of the SEC thereunder.

     

    2.9           Placement
Agent.  The Company, in its sole option, may engage, a
placement agent to act as agent of the Company in connection with the
transactions contemplated by this Agreement.

     

    2.10         Intellectual
Property.

     

    (i)     
      To the best of its knowledge, the Company
owns or possesses sufficient legal rights to all patents, trademarks, service
marks, trade names, copyrights, trade secrets, licenses, information and other
proprietary rights and processes necessary for its business as now conducted and
as presently proposed to be conducted, without any known infringement of the
rights of others.  Except as disclosed in the 34 Act Reports, there
are no material outstanding options, licenses or agreements of any kind relating
to the foregoing proprietary rights, nor is the Company bound by or a party to
any material options, licenses or agreements of any kind with respect to the
patents, trademarks, service marks, trade names, copyrights, trade secrets,
licenses, information and other proprietary rights and processes of any other
person or entity other than such licenses or agreements arising from the
purchase of “off the shelf” or standard products.  The Company has not
received any written communications alleging that the Company has violated or,
by conducting its business as presently proposed to be conducted, would violate
any of the patents, trademarks, service marks, trade names, copyrights or trade
secrets or other proprietary rights of any other person or entity.

     

    (ii)           Except
as disclosed in the 34 Act Reports, the Company is not aware that any of its
employees is obligated under any contract (including licenses, covenants or
commitments of any nature) or other agreement, or subject to any judgment,
decree or order of any court or administrative agency, that would interfere with
their duties to the Company or that would conflict with the Company’s business
as presently conducted.

     

    (iii)          Neither
the execution nor delivery of this Agreement, nor the carrying on of the
Company’s business by the employees of the Company, nor the conduct of the
Company’s business as presently conducted, will, to the best of the Company’s
knowledge, conflict with or result in a breach of the terms, conditions or
provisions of, or constitute a default under, any contract, covenant or
instrument under which any employee is now obligated.

     

    (iv)          To
the best of the Company’s knowledge, no employee of the Company, nor any
consultant with whom the Company has contracted, is in material violation of any
term of any employment contract, proprietary information agreement or any other
agreement relating to the right of any such individual to be employed by, or to
contract with, the Company because of the nature of the business conducted by
the Company; and to the best of the Company’s knowledge the continued employment
by the Company of its present employees, and the performance of the Company’s
contracts with its independent contractors, will not result in any such material
violation.  The Company has not received any written notice alleging
that any such material violation has occurred.  Except as described in
the 34 Act Reports, no employee of the Company has been granted the right to
continued employment by the Company or to any compensation following termination
of employment with the Company except for any of the same which would not have a
material adverse effect on the business of the Company.


    
      
         


      

      
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    2.11         Title to Properties and
Assets; Liens, Etc.  The Company has good and marketable title
to its properties and assets, including the properties and assets reflected in
the most recent balance sheet included in the Financial Statements, and good
title to its leasehold estates, in each case subject to no mortgage, pledge,
lien, lease, encumbrance or charge, other than (a) those resulting from taxes
which have not yet become delinquent; (b) liens and encumbrances which do not
materially detract from the value of the property subject thereto or materially
impair the operations of the Company; and (c) those that have otherwise arisen
in the ordinary course of business.  The Company is in compliance with
all material terms of each lease to which it is a party or is otherwise
bound.

     

    2.12         Obligations to Related
Parties.  Except as described in the 34 Act Reports, there are
no obligations of the Company to officers, directors, stockholders, or employees
of the Company other than (a) for payment of salary or other compensation for
services rendered, (b) reimbursement for reasonable expenses incurred on behalf
of the Company and (c) for other standard employee benefits made generally
available to all employees (including stock option agreements outstanding under
any stock option plan approved by the Board of Directors of the
Company).  Except as may be disclosed in the 34 Act Reports, the
Company is not a guarantor or indemnitor of any indebtedness of any other
person, firm or corporation.

     

    2.13         34 Act
Reports.  The Company has provided the Subscriber with its
Annual Report on Form 10-KSB for the year ended March 31, 2008, its Form 10-QSB
for each of the quarters ended June 30, 2008 and September 30, 2008, Form 8-Ks,
filed with the Securities and Exchange Commission on August 21, 2008 and October
1, 2008.  No statement of fact made by the Company in its 34 Act
Reports contains any untrue statement of a material fact or omits to state any
material fact necessary to make the statements contained therein not misleading
in light of the circumstances under which such statements were
made.

     

    2.14         Right of First
Refusal.  The Subscriber, together with other subscribers in
this Offering, will have a right of first refusal on any equity capital raised
(excluding traditional underwritten offerings or strategic transactions) for a
period of 180 days following the closing in that it will be able to subscribe
for a dollar amount equal to the percentage of this Offering that it purchased
in this Offering.  

     

    
      	
              III.

            	
              TERMS OF
      SUBSCRIPTION

            


    

     

    3.1           Certificates
representing the Common Stock purchased by the Subscriber pursuant to this
Agreement will be prepared for delivery to the Subscriber within 15 business
days following the Closing at which such purchase takes place. The Subscriber
hereby authorizes and directs the Company to deliver the certificates
representing the Common Stock purchased by the Subscriber pursuant to this
Agreement directly to the Subscriber’s residential or business address indicated
on the signature page hereto.

     

    
      	
              IV.

            	
              CONDITIONS TO
      OBLIGATIONS OF THE
SUBSCRIBERS

            


    

     

    4.1           The
Subscriber’s obligation to purchase the Units at the Closing at which such
purchase is to be consummated is subject to the fulfillment on or prior to such
Closing of the following conditions, which conditions may be waived at the
option of each Subscriber to the extent permitted by law:


    
      
         


      

      
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    (a)           Covenants.  All
covenants, agreements and conditions contained in this Agreement to be performed
by the Company on or prior to the date of such Closing shall have been performed
or complied with in all material respects.

     

    (b)           No Legal Order
Pending.  There shall not then be in effect any legal or other
order enjoining or restraining the transactions contemplated by this
Agreement.

     

    (c)           No Law Prohibiting or
Restricting Such Sale.  There shall not be in effect any law,
rule or regulation prohibiting or restricting such sale or requiring any consent
or approval of any person, which shall not have been obtained, to issue the
Securities (except as otherwise provided in this Agreement).

     

    
      	
              V.

            	
              INTENTIONALLY LEFT
      BLANK

            


    

     

    
      	
              VI.

            	
              MISCELLANEOUS

            


    

     

    6.1           Any
notice or other communication given hereunder shall be deemed sufficient if in
writing and sent by registered or certified mail, return receipt requested, or
delivered by hand against written receipt therefor, addressed as
follows:

     

    if to the
Company, to it at:

     

    Global
Investor Services, Inc.

    110
William Street, 22ND
Floor

    New York,
New York 10038

    Attn:  William
Kosoff

    


    With a
copy to:

    


    Law
Offices of Stephen M. Fleming PLLC

    403
Merrick Avenue, 2nd
Floor

    East
Meadow, New York  11554

    Attn:  Stephen
M. Fleming, Esq.

    


    if to the
Subscriber, to the Subscriber’s address indicated on the signature page of this
Agreement.

     

    Notices
shall be deemed to have been given or delivered on the date of mailing, except
notices of change of address, which shall be deemed to have been given or
delivered when received.

     

    6.2           Except
as otherwise provided herein, this Agreement shall not be changed, modified or
amended except by a writing signed by the parties to be charged, and this
Agreement may not be discharged except by performance in accordance with its
terms or by a writing signed by the party to be charged.


    
      
         


      

      
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    6.3           This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and to their respective heirs, legal representatives, successors and
assigns.  This Agreement sets forth the entire agreement and
understanding between the parties as to the subject matter hereof and merges and
supersedes all prior discussions, agreements and understandings of any and every
nature among them.

     

    6.4           Upon
the execution and delivery of this Agreement by the Subscriber, this Agreement
shall become a binding obligation of the Subscriber with respect to the purchase
of Common Stock as herein provided, subject, however, to the right hereby
reserved by the Company to enter into the same agreements with other subscribers
and to add and/or delete other persons as subscribers.

     

    6.5           NOTWITHSTANDING
THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE
PARTIES EXPRESSLY AGREE THAT ALL THE TERMS AND PROVISIONS HEREOF SHALL BE
CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO SUCH STATE’S PRINCIPLES OF CONFLICTS OF LAW.  IN THE
EVENT THAT A JUDICIAL PROCEEDING IS NECESSARY, THE SOLE FORUM FOR RESOLVING
DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT IS THE SUPREME COURT OF
THE STATE OF NEW YORK IN AND FOR THE COUNTY OF NEW YORK OR THE FEDERAL COURTS
FOR SUCH STATE AND COUNTY, AND ALL RELATED APPELLATE COURTS, THE PARTIES HEREBY
IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS AND AGREE TO SAID
VENUE.

     

    6.6           In
order to discourage frivolous claims the parties agree that unless a claimant in
any proceeding arising out of this Agreement succeeds in establishing his claim
and recovering a judgment against another party (regardless of whether such
claimant succeeds against one of the other parties to the action), then the
other party shall be entitled to recover from such claimant all of its/their
reasonable legal costs and expenses relating to such proceeding and/or incurred
in preparation therefor.

     

    6.7           The
holding of any provision of this Agreement to be invalid or unenforceable by a
court of competent jurisdiction shall not affect any other provision of this
Agreement, which shall remain in full force and effect.  If any
provision of this Agreement shall be declared by a court of competent
jurisdiction to be invalid, illegal or incapable of being enforced in whole or
in part, such provision shall be interpreted so as to remain enforceable to the
maximum extent permissible consistent with applicable law and the remaining
conditions and provisions or portions thereof shall nevertheless remain in full
force and effect and enforceable to the extent they are valid, legal and
enforceable, and no provisions shall be deemed dependent upon any other covenant
or provision unless so expressed herein.

     

    6.8           It
is agreed that a waiver by either party of a breach of any provision of this
Agreement shall not operate, or be construed, as a waiver of any subsequent
breach by that same party.

     

    6.9           The
parties agree to execute and deliver all such further documents, agreements and
instruments and take such other and further action as may be necessary or
appropriate to carry out the purposes and intent of this Agreement.

     

    6.10         This
Agreement may be executed in two or more counterparts each of which shall be
deemed an original, but all of which shall together constitute one and the same
instrument.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    6.11         Nothing
in this Agreement shall create or be deemed to create any rights in any person
or entity not a party to this Agreement, except (a) for the holders of
Registrable Securities.

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]

     

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    
      
        	
                VII.

              	
                CONFIDENTIAL INVESTOR
      QUESTIONNAIRE

              


      

    

     

    7.1           The
Subscriber represents and warrants that he, she or it comes within one category
marked below, and that for any category marked, he, she or it has truthfully set
forth, where applicable, the factual basis or reason the Subscriber comes within
that category.  ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE
KEPT STRICTLY CONFIDENTIAL.  The undersigned agrees to furnish any
additional information which the Company deems necessary in order to verify the
answers set forth below.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      Category
      A ____

                                    	
                                      The
      undersigned is an individual (not a partnership, corporation, etc.) whose
      individual net worth, or joint net worth with his or her spouse, presently
      exceeds $1,000,000.

                                    
	 
      	 
      
	 
      	
                                      Explanation.  In
      calculating net worth you may include equity in personal property and real
      estate, including your principal residence, cash, short-term investments,
      stock and securities.  Equity in personal property and real
      estate should be based on the fair market value of such property less debt
      secured by such property.

                                    
	 
      	 
      
	
                                      Category
      B ____

                                    	
                                      The
      undersigned is an individual (not a partnership, corporation, etc.) who
      had an income in excess of $200,000 in each of the two most recent years,
      or joint income with his or her spouse in excess of $300,000 in each of
      those years (in each case including foreign income, tax exempt income and
      full amount of capital gains and losses but excluding any income of other
      family members and any unrealized capital appreciation) and has a
      reasonable expectation of reaching the same income level in the current
      year.

                                    
	 
      	 
      
	
                                      Category
      C ____

                                    	
                                      The
      undersigned is a director or executive officer of the Company which is
      issuing and selling the Securities.

                                    
	 
      	 
      
	
                                      Category
      D ____

                                    	
                                      The
      undersigned is a bank; a savings and loan association; insurance company;
      registered investment company; registered business development company;
      licensed small business investment company (“SBIC”); or employee benefit
      plan within the meaning of Title 1 of ERISA and (a) the investment
      decision is made by a plan fiduciary which is either a bank, savings and
      loan association, insurance company or registered investment advisor, or
      (b) the plan has total assets in excess of $5,000,000 or (c) is a self
      directed plan with investment decisions made solely by persons that are
      accredited investors. (describe entity)

                                    
	 
      	 
      
	 
      	__________________________________________________________________________
	 
      	__________________________________________________________________________
	 	 
	
                                      Category
      E ____

                                    	
                                      The
      undersigned is a private business development company as defined in
      section 202(a)(22) of the Investment Advisors Act of 1940. (describe
      entity)

                                    
	 	 
	 
      	__________________________________________________________________________
	 
      	__________________________________________________________________________
	 	 
	
                                      Category
      F ____

                                    	
                                      The
      undersigned is either a corporation, partnership, Massachusetts business
      trust, or non-profit organization within the meaning of Section 501(c)(3)
      of the Internal Revenue Code, in each case not formed for the specific
      purpose of acquiring the Common Stock and with total assets in excess of
      $5,000,000. (describe
entity)

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	 	__________________________________________________________________________
	 	__________________________________________________________________________
	 	 
	
                                    Category
      G ____

                                  	
                                    The
      undersigned is a trust with total assets in excess of $5,000,000, not
      formed for the specific purpose of acquiring the Securities, where the
      purchase is directed by a “sophisticated investor” as defined in
      Regulation 506(b)(2)(ii) under the Act.

                                  
	 
      	 
      
	
                                    Category
      H ____

                                  	
                                    The
      undersigned is an entity (other than a trust) in which all of the equity
      owners are “accredited investors” within one or more of the above
      categories.  If relying upon this Category alone, each equity
      owner must complete a separate copy of this
      Agreement.  (describe entity)

                                  
	 
      	 
      
	 
      	__________________________________________________________________________ 
      
	 	__________________________________________________________________________
	 	 
	
                                    Category
      I ____

                                  	
                                    The
      undersigned is not within any of the categories above and is therefore not
      an accredited investor.

                                  
	 	 
	 
      	
                                    The
      undersigned agrees that the undersigned will notify the Company at any
      time on or prior to the Closing Date in the event that the representations
      and warranties in this Agreement shall cease to be true, accurate and
      complete.

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      	
            	
              7.2

            	
              MANNER IN WHICH TITLE
      IS TO BE HELD.  (circle
one)

            


    

     

    
      	
            	
              (a)

            	
              Individual
      Ownership

            


    

    
      	
            	
              (b)

            	
              Community
      Property

            


    

    
      	
            	
              (c) 

            	
              Joint
      Tenant with Right of

              Survivorship
      (both parties

              must
      sign)

            


    

    
      	
            	
              (d) 

            	
              Partnership*

            


    

    
      	
            	
              (e) 

            	
              Tenants
      in Common

            


    

    
      	
            	
              (f) 

            	
               Company*

            


    

    
      	
            	
              (g) 

            	
              Trust*

            


    

    
      	
            	
              (h) 

            	
              Other*

            


    

     

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

     

    
      	
            	
              7.3

            	
              FINRA
      AFFILIATION.

            


    

     

    Are you
affiliated or associated with an FINRA member firm (please check
one):

     

    Yes
_________                                           No
__________

     

    If Yes,
please describe:

     

    
      

    

    
      

      
 


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

    


    *If
Subscriber is a Registered Representative with an FINRA member firm, have the
following acknowledgment signed by the appropriate party:

     

    The
undersigned FINRA member firm acknowledges receipt of the notice required by
Article 3, Sections 28(a) and (b) of the Rules of Fair Practice.

     

    _________________________________

    Name of
FINRA Member Firm

    


    By:
______________________________

    Authorized Officer

    


    Date:
____________________________

    


    7.4           The
undersigned is informed of the significance to the Company of the foregoing
representations and answers contained in the Confidential Investor Questionnaire
contained in this Article VII and such answers have been provided under the
assumption that the Company will rely on them.

     

    [REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


    
      
         


      

      
        14

        
          

        

      

      
         


      

    


    NUMBER
OF UNITS _________ X $50,000  = $_________ (the “Purchase
Price”)

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                	 
      	 	 
      	 
	
                                                                        Signature

                                                                      	 	
                                                                        Signature
      (if purchasing jointly)

                                                                      	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	
                                                                        Name
      Typed or Printed

                                                                      	 	
                                                                        Name
      Typed or Printed

                                                                      	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	
                                                                        Title
      (if Subscriber is an Entity)

                                                                      	 	
                                                                        Title
      (if Subscriber is an Entity)

                                                                      	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	
                                                                        Entity
      Name (if applicable)

                                                                      	 	
                                                                        Entity
      Name (if applicable

                                                                      	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	
                                                                        Address

                                                                      	 	
                                                                        Address

                                                                      	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	
                                                                        City,
      State and Zip Code

                                                                      	 	
                                                                        City,
      State and Zip Code

                                                                      	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	
                                                                        Telephone-Business

                                                                      	 	
                                                                        Telephone-Business

                                                                      	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	
                                                                        Telephone-Residence

                                                                      	 	
                                                                        Telephone-Residence

                                                                      	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	
                                                                        Facsimile-Business

                                                                      	 	
                                                                        Facsimile-Business

                                                                      	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	
                                                                        Facsimile-Residence

                                                                      	 	
                                                                        Facsimile-Residence

                                                                      	 
	 
      	 	 
      	 
	 
      	 	 
      	 
	
                                                                        Tax
      ID # or Social Security #

                                                                      	 	
                                                                        Tax
      ID # or Social Security #

                                                                      	 
	 	 	 	 
	
                                                                        Name
      in which securities should be issued:

                                                                      	 	 
      	 


                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    Dated:       
_____________, 2009

    


    This
Subscription Agreement is agreed to and accepted as of ________________ ,
2009.

     

    
      
        
          	 
      	
                  GLOBAL
      INVESTOR SERVICES, INC.

                
	 
      	 
      
	 
      	
                  By:

                	 
      	 
      
	 
      	
                  Name:

                
	 
      	
                  Title:

                


        

      

    

     

    
      
         

      

      
        15

        
          

        

      

      
         

      

    

     

    CERTIFICATE
OF SIGNATORY

    


    (To be
completed if Units 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 to purchase and hold the Common
Stock and Notes, and certify further that the Subscription Agreement 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)

                  


          

        

      

    

     

    
      
         


      

      
        16