Filed by Automated Filing Services Inc. (604) 609-0244 - FundsTech Corp. - Exhibit 10.3






NONE OF THE SECURITIES TO WHICH THIS PRIVATE PLACEMENT
SUBSCRIPTION AGREEMENT (THE “AGREEMENT”) RELATES HAVE BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR ANY U.S.
STATE SECURITIES LAWS, AND, UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD IN
THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED HEREIN) EXCEPT PURSUANT TO AN
EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH APPLICABLE
STATE SECURITIES LAWS.

PLACEMENT SUBSCRIPTION AGREEMENT
(United States
Accredited Subscribers Only)

	TO: 	FUNDSTECH CORP. (the
      “Company”) 
	  	4425 Park Arroyo 
	 	Calabasas, CA 91302
    


Purchase of Shares

1.           
          
 Subscription

1.1         
            The
undersigned (the "Subscriber") hereby irrevocably subscribes for and agrees to
purchase ________________ common shares in the capital of the Company (the
"Shares") at a price of US$____ per Share (such subscription and agreement to
purchase being the "Subscription"), for the total purchase price of
US$____________ (the "Subscription Proceeds"), which is tendered herewith, on
the basis of the representations and warranties and subject to the terms and
conditions set forth herein.

1.2                     
The Company hereby irrevocably agrees to sell, on the basis of the
representations and warranties and subject to the terms and conditions set forth
herein, to the Subscriber the Shares. Subject to the terms hereof, the
Subscription will be effective upon its acceptance by the Company.

1.3                     
Unless otherwise provided, all dollar amounts referred to in this Subscription
Agreement are in lawful money of the United States of America.

2.                       
Payment

2.1                     
The Subscription Proceeds must accompany this Subscription and shall be paid by
certified cheque or bank draft, and made payable and delivered to the Company.
Alternatively, the Subscription Proceeds may be wired to the Company or its
lawyers pursuant to wiring instructions that will be provided to the Subscriber
upon request. If the funds are wired to the Company's lawyers, those lawyers are
authorized to immediately deliver the funds to the Company.

2.2                     
The Subscriber acknowledges and agrees that this Subscription Agreement, the
Subscription Proceeds and any other documents delivered in connection herewith
will be held by the Company's lawyers on behalf of the Company. In the event
that this Subscription Agreement is not accepted by the Company for whatever
reason within 30 days of the delivery of an executed Subscription Agreement by
the Subscriber, this Subscription Agreement, the Subscription Proceeds and any
other documents delivered in connection herewith will be returned to the
Subscriber at the address of the Subscriber as set forth in this Subscription
Agreement.

2.3                     
Where the Subscription Proceeds are paid to the Company, the Company is entitled
to treat such Subscription Proceeds as an interest free loan to the Company
until such time as the Subscription is accepted and the certificates
representing the Shares have been issued to the Subscriber.




2

3.                       
Documents Required from Subscriber

3.1                     
The Subscriber must complete, sign and return to the Company the following
documents:

	 	(a) 	
      two (2) executed copies of this Agreement; and

	 	 	 
	 	(b) 	
      an accredited investor questionnaire in the form attached
      as Appendix 1 (the “Questionnaire”).



3.2                     
The Subscriber shall complete, sign and return to the Company as soon as
possible, on request by the Company, any documents, questionnaires, notices and
undertakings as may be required by regulatory authorities, and applicable
law.

4.                       
Acknowledgements of Subscriber

4.1                     
The Subscriber acknowledges and agrees that:

	 	(a) 	
      the Shares have not been registered under the 1933 Act,
      or under any state securities or “blue sky” laws of any state of the
      United States, and are being offered only in a transaction not involving
      any public offering within the meaning of the 1933 Act, and, unless so
      registered, may not be offered or sold in the United States or to U.S.
      Persons (as defined herein), except pursuant to an effective registration
      statement under the 1933 Act, or pursuant to an exemption from, or in a
      transaction not subject to, the registration requirements of the 1933 Act,
      and in each case only in accordance with applicable state securities
      laws;

	 	 	 
	 	(b) 	
      the Company will refuse to register any transfer of the
      Shares not made in accordance with the provisions of Regulation S,
      pursuant to an effective registration statement under the 1933 Act or
      pursuant to an available exemption from, or in a transaction not subject
      to, the registration requirements of the 1933 Act;

	 	 	 
	 	(c) 	
      the Company has not undertaken, and will have no
      obligation, to register any of the Shares under the 1933 Act;

	 	 	 
	 	(d) 	
      the decision to execute this Agreement and purchase the
      Shares agreed to be purchased hereunder has not been based upon any oral
      or written representation as to fact or otherwise made by or on behalf of
      the Company and such decision is based upon a review of information as
      provided by the Company (the “Company Information”). If the Company has
      presented a business plan or any other type of corporate profile to the
      Subscriber, the Subscriber acknowledges that the business plan, the
      corporate profile and any projections or predictions contained in any such
      documents may not be achieved or be achievable;

	 	 	 
	 	(e) 	
      the Subscriber and the Subscriber’s advisor(s) have had a
      reasonable opportunity to ask questions of and receive answers from the
      Company regarding the issuance of the Shares (the “Offering”), and to
      obtain additional information, to the extent possessed or obtainable
      without unreasonable effort or expense, necessary to verify the accuracy
      of the information contained in the Company Information, or any business
      plan, corporate profile or any other document provided to the
      Subscriber;

	 	 	 
	 	(f) 	
      the books and records of the Company were available upon
      reasonable notice for inspection, subject to certain confidentiality
      restrictions, by the Subscriber during reasonable business hours at its
      principal place of business and that all documents, records and books
      pertaining to this Offering have been made available for inspection by the
      Subscriber, the Subscriber’s attorney and/or
advisor(s);







3

	 	(g) 	
      by execution hereof the Subscriber has waived the need
      for the Company to communicate its acceptance of the purchase of the
      Shares pursuant to this Agreement;

	 	 	 
	 	(h) 	
      the Company is entitled to rely on the representations
      and warranties and the statements and answers of the Subscriber contained
      in this Agreement and in the Questionnaire, and the Subscriber will hold
      harmless the Company from any loss or damage it may suffer as a result of
      the Subscriber’s failure to correctly complete this Agreement or the
      Questionnaire;

	 	 	 
	 	(i) 	
      the Subscriber will indemnify and hold harmless the
      Company and, where applicable, its respective directors, officers,
      employees, agents, advisors and shareholders from and against any and all
      loss, liability, claim, damage and expense whatsoever (including, but not
      limited to, any and all fees, costs and expenses whatsoever reasonably
      incurred in investigating, preparing or defending against any claim,
      lawsuit, administrative proceeding or investigation whether commenced or
      threatened) arising out of or based upon any representation or warranty of
      the Subscriber contained herein, the Questionnaire or in any other
      document furnished by the Subscriber to the Company in connection
      herewith, being untrue in any material respect or any breach or failure by
      the Subscriber to comply with any covenant or agreement made by the
      Subscriber to the Company in connection therewith;

	 	 	 
	 	(j) 	
      the issuance and sale of the Shares to the Subscriber
      will not be completed if it would be unlawful or if, in the discretion of
      the Company acting reasonably, it is not in the best interests of the
      Company;

	 	 	 
	 	(k) 	
      the Subscriber has been advised to consult its own legal,
      tax and other advisors with respect to the merits and risks of an
      investment in the Shares and with respect to applicable resale
      restrictions and it is solely responsible (and the Company is in any way
      responsible) for compliance with applicable resale restrictions;

	 	 	 
	 	(l) 	
      the Shares are not listed on any stock exchange or
      automated dealer quotation system and no representation has been made to
      the Subscriber that any of the Shares will become listed on any stock
      exchange or automated dealer quotation system;

	 	 	 
	 	(m) 	
      neither the Securities and Exchange Commission (the
      “SEC”) nor any other securities commission or similar regulatory authority
      has reviewed or passed on the merits of the Shares;

	 	 	 
	 	(n) 	
      no documents in connection with this Offering have been
      reviewed by the SEC or any state securities administrators;

	 	 	 
	 	(o) 	
      there is no government or other insurance covering any of
      the Shares; and

	 	 	 
	 	(p) 	
      this Agreement is not enforceable by the Subscriber
      unless it has been accepted by the Company, and the Subscriber
      acknowledges and agrees that the Company reserves the right to reject any
      Subscription for any reason.



5.                       
Representations, Warranties and Covenants of the Subscriber

5.1                     
The Subscriber hereby represents and warrants to and covenants with the Company
(which representations, warranties and covenants shall survive the Closing)
that:

	 	(a) 	
      the Subscriber is resident in the United
States;

	 	 	 
	 	(b) 	
      the Subscriber has received and carefully read this
      Agreement;







4

	 	(c) 	
      the Subscriber has the legal capacity and competence to
      enter into and execute this Agreement and to take all actions required
      pursuant hereto and, if the Subscriber is a corporation, it is duly
      incorporated and validly subsisting under the laws of its jurisdiction of
      incorporation and all necessary approvals by its directors, shareholders
      and others have been obtained to authorize execution and performance of
      this Agreement on behalf of the Subscriber;

	 	 	 
	 	(d) 	
      the Subscriber (i) has adequate net worth and means of
      providing for its current financial needs and possible personal
      contingencies, (ii) has no need for liquidity in this investment, and
      (iii) is able to bear the economic risks of an investment in the Shares
      for an indefinite period of time, and can afford the complete loss of such
      investment;

	 	 	 
	 	(e) 	
      the Subscriber is aware that an investment in the Company
      is speculative and involves certain risks, including the possible loss of
      the investment;

	 	 	 
	 	(f) 	
      the entering into of this Agreement and the transactions
      contemplated hereby do not result in the violation of any of the terms and
      provisions of any law applicable to, or, if applicable, the constating
      documents of, the Subscriber, or of any agreement, written or oral, to
      which the Subscriber may be a party or by which the Subscriber is or may
      be bound;

	 	 	 
	 	(g) 	
      the Subscriber has duly executed and delivered this
      Agreement and it constitutes a valid and binding agreement of the
      Subscriber enforceable against the Subscriber;

	 	 	 
	 	(h) 	
      the Subscriber has the requisite knowledge and experience
      in financial and business matters as to be capable of evaluating the
      merits and risks of the investment in the Shares and the Company, and the
      Subscriber is providing evidence of such knowledge and experience in these
      matters through the information requested in the Questionnaire;

	 	 	 
	 	(i) 	
      the Subscriber understands and agrees that the Company
      and others will rely upon the truth and accuracy of the acknowledgements,
      representations and agreements contained in this Agreement, and agrees
      that if any of such acknowledgements, representations and agreements are
      no longer accurate or have been breached, the Subscriber shall promptly
      notify the Company;

	 	 	 
	 	(j) 	
      all information contained in the Questionnaire is
      complete and accurate and may be relied upon by the Company, and the
      Subscriber will notify the Company immediately of any material change in
      any such information occurring prior to the closing of the purchase of the
      Shares;

	 	 	 
	 	(k) 	
      the Subscriber is purchasing the Shares for its own
      account for investment purposes only and not for the account of any other
      person and not for distribution, assignment or resale to others, and no
      other person has a direct or indirect beneficial interest is such Shares,
      and the Subscriber has not subdivided his interest in the Shares with any
      other person;

	 	 	 
	 	(l) 	
      the Subscriber is not an underwriter of, or dealer in,
      the common shares of the Company, nor is the Subscriber participating,
      pursuant to a contractual agreement or otherwise, in the distribution of
      the Shares;

	 	 	 
	 	(m) 	
      the Subscriber has made an independent examination and
      investigation of an investment in the Shares and the Company and has
      depended on the advice of its legal and financial advisors and agrees that
      the Company will not be responsible in anyway whatsoever for the
      Subscriber’s decision to invest in the Shares and the Company;

	 	 	 
	 	(n) 	
      if the Subscriber is acquiring the Shares as a fiduciary
      or agent for one or more investor accounts, the investor accounts for
      which the Subscriber acts as a fiduciary or agent satisfy the definition
      of an “Accredited Investor”, as the term is defined under Regulation D of
      the 1933 Act;







5

	 	(o) 	
      if the Subscriber is acquiring the Shares as a fiduciary
      or agent for one or more investor accounts, the Subscriber has sole
      investment discretion with respect to each such account, and the
      Subscriber has full power to make the foregoing acknowledgements,
      representations and agreements on behalf of such account;

	 	 	 	 
	 	(p) 	
      the Subscriber is not aware of any advertisement of any
      of the Shares and is not acquiring the Shares as a result of any form of
      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; and

	 	 	 	 
	 	(q) 	
      no person has made to the Subscriber any written or oral
      representations:

	 	 	 	 
	 		(i) 	
      that any person will resell or repurchase any of the
      Shares;

	 	 	 	 
	 		(ii) 	
      that any person will refund the purchase price of any of
      the Shares;

	 	 	 	 
	 		(iii) 	
      as to the future price or value of any of the Shares;
      or

	 	 	 	 
	 		(iv) 	
      that any of the Shares will be listed and posted for
      trading on any stock exchange or automated dealer quotation system or that
      application has been made to list and post any of the Shares of the
      Company on any stock exchange or automated dealer quotation
  system.



5.2                     
In this Agreement, the term “U.S. Person” shall have the meaning ascribed
thereto in Regulation S and for the purpose of the Subscription includes any
person in the United States.

6.                       
Acknowledgement and Waiver

6.1                     
The Subscriber has acknowledged that the decision to purchase the Shares was
solely made on the basis of publicly available information. The Subscriber
hereby waives, to the fullest extent permitted by law, any rights of withdrawal,
rescission or compensation for damages to which the Subscriber might be entitled
in connection with the distribution of any of the Shares.

7.                       
Representations and Warranties will be Relied Upon by the
Company

7.1                     
The Subscriber acknowledges that the representations and warranties contained
herein are made by it with the intention that they may be relied upon by the
Company and its legal counsel in determining the Subscriber’s eligibility to
purchase the Shares under applicable securities legislation, or (if applicable)
the eligibility of others on whose behalf it is contracting hereunder to
purchase the Shares under applicable securities legislation. The Subscriber
further agrees that by accepting delivery of the certificates representing the
Shares, it will be representing and warranting that the representations and
warranties contained herein are true and correct as of the date hereof and will
continue in full force and effect notwithstanding any subsequent disposition by
the Subscriber of such Shares.

8.                      
 Resale Restrictions

8.1                     
The Subscriber acknowledges that any resale of the Shares will be subject to
resale restrictions contained in the securities legislation applicable to each
Subscriber or proposed transferee. The Subscriber acknowledges that the Shares
have not been registered under the 1933 Act of the securities laws of any state
of the United States and that the Company does not intend to register same under
the 1933 Act, or the securities laws of any such state and has no obligation to
do so. The Shares may not be offered or sold in the United States unless 




6

registered in accordance with federal securities laws and all
applicable state securities laws or exemptions from such registration
requirements are available.

9.                       
Legending and Registration of Subject Shares

9.1                     
The Subscriber hereby acknowledges that upon the issuance thereof, and until
such time as the same is no longer required under the applicable securities laws
and regulations, the certificates representing any of the Shares will bear a
legend in substantially the following form:


  
    
      
        “NONE OF THE SECURITIES REPRESENTED HEREBY HAVE
          BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED
          (THE “1933 ACT”), OR ANY U.S. STATE SECURITIES LAWS, AND,
          UNLESS SO REGISTERED, NONE MAY BE OFFERED OR SOLD EXCEPT PURSUANT TO
          AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT OR PURSUANT TO
          AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
          REQUIREMENTS OF THE 1933 ACT AND IN EACH CASE ONLY IN ACCORDANCE WITH
          APPLICABLE STATE SECURITIES LAWS.”

      

    

  



9.2                     
The Subscriber hereby acknowledges and agrees to the Company making a notation
on its records or giving instructions to the registrar and transfer agent of the
Company in order to implement the restrictions on transfer set forth and
described in this Agreement.

10.                       Costs

10.1                   
The Subscriber acknowledges and agrees that all costs and expenses incurred by
the Subscriber (including any fees and disbursements of any special counsel
retained by the Subscriber) relating to the purchase of the Shares shall be
borne by the Subscriber.

11.                     
Governing Law

11.1                   
This Agreement is governed by the laws of the State of Delaware and the federal
laws of the United States of America applicable therein. The Subscriber, in its
personal or corporate capacity and, if applicable, on behalf of each beneficial
purchaser for whom it is acting, irrevocably attorns to the jurisdiction of the
State of Delaware.

12.                      
Survival

12.1                   
This Agreement, including without limitation the representations, warranties and
covenants contained herein, shall survive and continue in full force and effect
and be binding upon the parties hereto notwithstanding the completion of the
purchase of the Shares by the Subscriber pursuant hereto.

13.                      
Assignment

13.1                     
This Agreement is not transferable or assignable.

14.                      
Severability

14.1                     
The invalidity or unenforceability of any particular provision of this Agreement
shall not affect or limit the validity or enforceability of the remaining
provisions of this Agreement.




7

15.                     
 Entire Agreement

15.1                     
Except as expressly provided in this Agreement and in the agreements,
instruments and other documents contemplated or provided for herein, this
Agreement contains the entire agreement between the parties with respect to the
sale of the Shares and there are no other terms, conditions, representations or
warranties, whether expressed, implied, oral or written, by statute or common
law, by the Company or by anyone else.

16.                      
Notices

16.1                     
All notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication. Notices to the Subscriber shall be directed to the address on
page 8 and notices to the Company shall be directed to it at 4425 Park Arroyo
Calabasas, California 91302, Attention: The President; fax number (604)
926-5806.

17.                     
 Counterparts and Electronic Means

17.1                     
This Agreement may be executed in any number of counterparts, each of which,
when so executed and delivered, shall constitute an original and all of which
together shall constitute one instrument. Delivery of an executed copy of this
Agreement by electronic facsimile transmission or other means of electronic
communication capable of producing a printed copy will be deemed to be execution
and delivery of this Agreement as of the date hereinafter set forth.

IN WITNESS WHEREOF the Subscriber has duly executed this
Agreement as of the date hereinafter set forth.

DELIVERY AND REGISTRATION INSTRUCTIONS

	1. 	
      Delivery - please deliver the Share certificates
    to:

	 	 
	 	 
	 	 
	 	 
	 	 
	2. 	
      Registration - registration of the certificates which are
      to be delivered at closing should be made as follows:

	 	 
		
      (name)

	 	 
		
      (address)

	 	 
	3. 	
      The undersigned hereby acknowledges that he or she will
      deliver to the Company all such additional completed forms in respect of
      the Subscriber’s purchase of the Shares as may be required for filing with
      the appropriate securities commissions and regulatory
  authorities.




	 	 
	 	(Name of Subscriber – Please type or print)
  
	 	 
	 	 
	 	(Signature and, if applicable, Office)
  






8

	 	 
	 	(Address of Subscriber) 
	 	 
	 	 
	 	(City, State, and Zip Code of Subscriber)

	 	 
	 	United
      States of America 
	 	(Country of Subscriber) 
	 	  
	 	 
	 	(Fax Number) 






9

A C C E P T A N C E

The above-mentioned Agreement in respect of the Shares is
hereby accepted by FUNDSTECH CORP.

DATED at ______________________________, the _____ day of
_____________, 2006.

FUNDSTECH CORP.

 

Per:    
_____________________________________
          
Authorized Signatory




APPENDIX 1

ACCREDITED INVESTOR QUESTIONNAIRE

All capitalized terms herein, unless otherwise defined, have
the meanings ascribed thereto in the Subscription Agreement.

This Questionnaire is for use by each Subscriber who is a U.S.
person (as that term is defined Regulation S of the United States Securities Act
of 1933 (the “1933 Act”)) and has indicated an interest in purchasing Shares of
FUNDSTECH CORP. (the “Company”). The purpose of this Questionnaire is to assure
the Company that each Subscriber will meet the standards imposed by the 1933 Act
and the appropriate exemptions of applicable state securities laws. The Company
will rely on the information contained in this Questionnaire for the purposes of
such determination. The Shares will not be registered under the 1933 Act in
reliance upon the exemption from registration afforded by Section 3(b) and/or
Section 4(2) and Regulation D of the 1933 Act. This Questionnaire is not an
offer of the Shares or any other securities of the Company in any state other
than those specifically authorized by the Company.

All information contained in this Questionnaire will be treated
as confidential. However, by signing and returning this Questionnaire, each
Subscriber agrees that, if necessary, this Questionnaire may be presented to
such parties as the Company deems appropriate to establish the availability,
under the 1933 Act or applicable state securities law, of exemption from
registration in connection with the sale of the Shares hereunder.

The Subscriber covenants, represents and warrants to the
Company that it satisfies one or more of the categories of “Accredited
Investors”, as defined by Regulation D promulgated under the 1933 Act, as
indicated below: (Please initial in the space provide those categories, if any,
of an “Accredited Investor” which the Subscriber satisfies.)

	____ 	Category 1 	
      An organization described in Section 501(c)(3) of the
      United States Internal Revenue Code, a corporation, a Massachusetts or
      similar business trust or partnership, not formed for the specific purpose
      of acquiring the Shares, with total assets in excess of US $5,000,000.
    

	 	  	
       

	____ 	Category 2 	
      A natural person whose individual net worth, or joint net
      worth with that person’s spouse, on the date of purchase exceeds US
      $1,000,000. 

	 	  	
       

	____ 	Category 3 	
      A natural person who had an individual income in excess
      of US $200,000 in each of the two most recent years or joint income with
      that person’s spouse in excess of US $300,000 in each of those years and
      has a reasonable expectation of reaching the same income level in the
      current year. 

	 	  	
       

	____ 	Category 4 	
      A “bank” as defined under Section (3)(a)(2) of the 1933
      Act or savings and loan association or other institution as defined in
      Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary
      capacity; a broker dealer registered pursuant to Section 15 of the
      Securities Exchange Act of 1934 (United States); an insurance
      company as defined in Section 2(13) of the 1933 Act; an investment company
      registered under the Investment Company Act of 1940 (United
      States) or a business development company as defined in Section 2(a)(48)
      of such 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 (United States); a plan with
      total assets in excess of $5,000,000 established and maintained by a
      state, a political subdivision thereof, or an agency or instrumentality of
      a state or a political subdivision thereof, for the benefit of its
      employees; an employee benefit plan within the meaning of the Employee
      Retirement Income Security Act of 1974 (United States) whose
      investment decisions are made by a plan fiduciary, as defined in Section
      3(21) of such Act, which is either a bank, savings and loan association,
      insurance company or registered investment adviser, or if the
  







- 2 -

			
      employee benefit plan has total assets in excess of
      $5,000,000, or, if a self-directed plan, whose investment decisions are
      made solely by persons that are accredited investors. 

	 	  	
      

	____ 	Category 5 	
      A private business development company as defined in
      Section 202(a)(22) of the Investment Advisers Act of 1940 (United
      States). 

	 	  	
      

	____	Category 6 	
      A director or executive officer of the Company.


	 	  	
      

	____ 	Category 7 	
      A trust with total assets in excess of $5,000,000, not
      formed for the specific purpose of acquiring the Shares, whose purchase is
      directed by a sophisticated person as described in Rule 506(b)(2)(ii)
      under the 1933 Act. 

	 	  	
      

	____ 	Category 8 	
      An entity in which all of the equity owners satisfy the
      requirements of one or more of the foregoing categories.




Note that prospective Subscribers claiming to satisfy one of
the above categories of Accredited Investor may be required to supply the
Company with a balance sheet, prior years’ federal income tax returns or other
appropriate documentation to verify and substantiate the Subscriber’s status as
an Accredited Investor.

If the Subscriber is an entity which initialled Category 8 in
  reliance upon the Accredited Investor categories above, state the name, address,
  total personal income from all sources for the previous calendar year, and the
  net worth (exclusive of home, home furnishings and personal automobiles) for
  each equity owner of the said entity: 



The Subscriber hereby certifies that the information contained
in this Questionnaire is complete and accurate and the Subscriber will notify
the Company promptly of any change in any such information. If this
Questionnaire is being completed on behalf of a corporation, partnership, trust
or estate, the person executing on behalf of the Subscriber represents that it
has the authority to execute and deliver this Questionnaire on behalf of such
entity.

IN WITNESS WHEREOF, the undersigned has executed this
Questionnaire as of the ___ day of _______________, 2006.

	If a Corporation, Partnership or Other Entity: 	 	If an Individual: 
	 	 	 
	  	 	  
	 	 	 
	Print of Type Name of Entity 	 	Signature 
	 	 	 
	 	 	 
	Signature of Authorized Signatory 	 	Print or Type Name 
	 	 	 
	 	 	 
	Type of Entity 	 	Social Security/Tax I.D. No.