f10q0310ex10i_oma.htm


    Exhibit
10.1

     

    OMA
ENTERPRISES, CORP.

    REGULATION
S SUBSCRIPTION AGREEMENT

    


     

    SECTION
1

    


    1.1           Subscription.

    


    (a)           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 OMA
Enterprises, Corp., a Nevada corporation  (the "Company") in a
transaction exempt from the registration requirements of the Securities Act of
1933, as amended (the “Securities Act”). The undersigned understands that
the Shares are being sold in connection with an offering by the Company of a
maximum of up to 400,000 shares at $0.025 per share (the
“Offering”).

    


    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 _____________________ dollars
($_________).  Simultaneous with the execution and delivery of this
Agreement, including the Investor Questionnaire annexed hereto, the undersigned
shall deliver to the Company the aforementioned purchase price by wire transfer
of immediately available funds. Wire instructions are attached hereto as
Appendix A.

    


    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.

     

    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)           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)           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)           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
Shares generally.

    


    (d)           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)           The
undersigned is (i) experienced in making investments of the kind described in
this Agreement and the related documents, (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 the related
documents, and (iii) able to afford the entire loss of its investment in the
Shares. The undersigned further understands that the Company currently has no
business or operations and although it is contemplating entering the field of
clean energy technologies, the Company currently has no agreements or
arrangements with any persons in connection therewith.

    


    (f)           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:

     

    
      
        
        

      

      
        ii

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              (i)

            	
              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;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              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;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              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;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              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;  and

            


    

    


    
      	
               
      

            	
              (v)

            	
              The
      undersigned has carefully reviewed all of the Company’s filings under the
      Securities Exchange Act of 1934, as amended (the “Exchange
      Act”).

            


    

    


    (g)           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
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) 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)           The
undersigned understands that the Shares are being offered and sold 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:

     

    
      
        
        

      

      
        iii

        
          

        

      

      
        
        

      

    

    


     

    
      	
              1.  

            	
              The
      undersigned is an 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:

            


    

     

    
      	
              ●  

            	
              any
      natural person resident in the United States of
  America;

            


    

     

    
      	
              ●  

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

            


    

     

    
      	
              ●  

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

            


    

     

    
      	
              ●  

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

            


    

     

    
      	
              ●  

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

            


    

     

    
      	
              ●  

            	
              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;

            


    

     

    
      	
              ●  

            	
              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

            


    

     

     

    
      	
              ●  

            	
              any
      partnership or corporation if:

            


    

     

    
      	
               
      

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

            


    

     

    (B)
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.

            


    

     

    
      
        
        

      

      
        iv

        
          

        

      

      
        
        

      

    

     

    
      	
              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.

            


    

     

    
      	
              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:

            


    

     

     

    
      
        
        

      

      
        v

        
          

        

      

      
        
        

      

    

     

    (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.

            


    

    


    CROSS
OUT IF INAPPLICABLE

     

    (k)           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)           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.

    


    (m)           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)           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.  The undersigned has reviewed all
reports and other documents filed by the Company with the Securities and
Exchange Commission (the “SEC Documents”).

    


     (o)           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)           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.

     

     

    
      
        
        

      

      
        vi

        
          

        

      

      
        
        

      

    

    
 

    (q)           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)           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

    


    The Company represents and warrants to
the undersigned as follows:

     

    4.1    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, and has all
requisite power and authority to own, lease and operate its properties and to
carry on its business as now being conducted.

     

    4.2    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 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.

    
 

    4.3           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 Section 4(2), Regulation S and/or any
applicable U.S state law. When issued and paid for as herein provided, the
Shares shall be duly and validly issued, fully paid, and non-assessable. 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.

    


    4.4           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.

     

     

    
      
        
        

      

      
        vii

        
          

        

      

      
        
        

      

    

    
 

    4.5           No Conflicts. 
The execution, delivery and performance of this Agreement by the Company and the
consummation by the Company of the transactions contemplated hereby, including
without limitation the issuance of the Shares, do not and will not (a) result in
a violation of the Certificate or By-Laws of the Company or (b) conflict with,
or constitute a material default (or an event that with notice or lapse of time
or both would become a material default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, any material agreement,
indenture, instrument or any "lock-up" or similar provision of any underwriting
or similar agreement to which the Company is a party, or (c) result in a
violation of any federal, state, local or foreign law, rule, regulation, order,
judgment or decree (including federal and state securities laws and
regulations)applicable to the Company or by which any property or asset of the
Company is bound or affected (except for such conflicts, defaults, terminations,
amendments, accelerations, cancellations and violations as would not,
individually or in the aggregate, have a material adverse effect on the
business, operations, properties, prospects or condition (financial or
otherwise) of the Company) nor is the Company otherwise in violation of,
conflict with or in default under any of the foregoing. The Company is not
required under U.S. federal, state or local law, rule or regulation to obtain
any consent, authorization or order of, or make any filing or registration with,
any court or governmental agency in order for it to execute, deliver or perform
any of its obligations under this Agreement or issue and sell the Common Stock
in accordance with  the terms hereof (other than any SEC, NASD or
state securities filings that may be required to be made by the Company
subsequent to the Closing); provided that, for purposes of the representation
made in this sentence, the Company is assuming and relying upon the accuracy of
the relevant representations and agreements of the undersigned
herein.

     

    4.7    No Integrated
Offering. Neither the Company, nor any of its affiliates, nor any person
acting on its or their behalf has, directly or indirectly, made any offers or
sales of any security or solicited any offers to buy any security, other than
pursuant to this Agreement.

     

    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.

     

    
      
        
        

      

      
        viii

        
          

        

      

      
        
        

      

    

    
 

    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.

    


    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 New York, without giving effect to
conflicts of law principles. EACH PARTY HERETO WAIVES TRIAL BY
JURY IN ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR ANY
BREACH OR ALLEGED BREACH HEREOF.

    


    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 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

     

     

     

    
      
        
        

      

      
        ix

        
          

        

      

      
        
        

      

    

    
 

    IN
WITNESS WHEREOF, the undersigned has executed this Agreement on the   day of
___________, 2009.

    


    Amount of
Investment:

    


    $_________________

    


    INDIVIDUAL
INVESTOR:

    


    


    ______________________

    Name:

    


    


    PARTNERSHIP,
CORPORATION, TRUST,

    CUSTODIAL
ACCOUNT, OTHER INVESTOR

    


    ___________________________

    (Print
Name of Entity)

    


    


    


    By:     ______________________      

    Name:

    Title:

    Address:

    


    Taxpayer
Identification Number:_____________

     

     

     

    
      
        
        

      

      
        x

        
          

        

      

      
        
        

      

    

     

     

     

    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.

    


    


    
      	
              OMA
      ENTERPRISES, CORP.

               

            	 
      	
              Dated:
      ______ ___, 2009

            
	 
      	 
      	 
      
	
              By:______________________________

              Name:

              Title:

               

            	 
      	 
      


    

    


    


    


    


    
      
        
        

      

      
        xi

        
          

        

      

      
        
        

      

    

    


    


    


    Appendix
A

     

    Wiring
Instructions

     

    For
Payment of Purchase Price

     

    The
following are the wire instructions for the account into which the payment of
the purchase price for the Shares subscribed for should be wired.

    


    


    The bank
account of OMA Enterprises, Corp.

    [Address]

    Phone:
___________

    


    In case
the entity on behalf of which the transfer is taking place is different from the
transferor, please make sure that the wire includes in the comments the name of
the entity.

    


    
      
        
        

      

      
        xii

        
          

        

      

      
        
        

      

    

     

    Exhibit A

     

    ACCREDITED INVESTOR
STATUS

     

              The undersigned
subscriber represents that it is an Accredited Investor on the basis that it is
(check one):

     

           _____(i)  A
bank as defined in Section 3(a)(2) of the Act, or a savings and loan association
or other institution as defined in Section 3(a)(5)(A) of the Act, whether acting
in its individual or fiduciary capacity; a broker or dealer registered pursuant
to Section 15 of the Securities Exchange Act of 1934; an insurance company as
defined in Section 2(13) of the Act; an investment company registered under the
Investment Company Act of 1940 (the “Investment Company Act”) or a business
development company as defined in Section 2(a)(48) of the Investment Company
Act; a Small Business Investment Company licensed by the U.S. Small Business
Administration under Section 301(c) or (d) of the Small Business Investment Act
of 1958; 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 such plan has total assets in
excess of $5,000,000; an employee benefit plan within the meaning of the
Employee Retirement Income Security Act of 1974 (“ERISA”), if the investment
decision 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 advisor, or if the employee benefit plan has total assets
in excess of $5,000,000 or, if a self-directed plan, with investment decisions
made solely by persons that are accredited investors.

     

           _____(ii)  A
private business development company as defined in Section 202(a)(22) of the
Investment Advisers Act of 1940.

     

           _____(iii)  An
organization described in Section 501(c)(3) of the Internal Revenue Code,
corporation, Massachusetts or similar business trust, or partnership, not formed
for the specific purpose of acquiring the securities offered, with total assets
in excess of $5,000,000.

     

           _____(iv)  A
director or executive officer of the Company.

     

           _____(v)  A
natural person whose individual net worth, or joint net worth with that person’s
spouse, at the time of his or her purchase exceeds $1,000,000.

     

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

    
 

           _____(vii)  A
trust, with total assets in excess of $5,000,000, not formed for the specific
purpose of acquiring the securities offered, whose purchase is directed by a
sophisticated person as described in Rule 506(b)(2)(ii) (i.e., a person who has
such knowledge and experience in financial and business matters that he is
capable of evaluating the merits and risks of the prospective investment).

     

           _____(viii)  An
entity in which all of the equity owners are accredited
investors.  (If this alternative is checked, the Subscriber must
identify each equity owner and provide statements signed by each demonstrating
how each is qualified as an accredited investor.  Further, the
Subscriber represents that it has made such investigation as is reasonably
necessary in order to verify the accuracy of this alternative.)