Unassociated Document


    EXHIBIT
      10.1

    

      SUBSCRIPTION
        AGREEMENT

      


      
        	
                To:
                  

              	
                Handheld
                  Entertainment, Inc.

              


      

      539
        Bryant Street, Suite 403

      San
        Francisco, California 94107

      Fax:
        (415) 495-6470

      Attn:  
        William Bush,

                   Chief
        Financial Officer

      


      This
        Subscription Agreement (this “Agreement”)
        is
        being delivered to the purchaser identified on the signature page to this
        Agreement (the “Subscriber”)
        in
        connection with its investment in Handheld Entertainment, Inc., a Delaware
        corporation (the “Company”).
        The
        Company is conducting a private placement (the “Offering”)
        of
        shares of its common stock, $0.0001 par value per share (the “Shares”),
        at a
        purchase price of $1.66 per Share (the “Purchase
        Price”).
        

       

      1. SUBSCRIPTION
        AND PURCHASE PRICE

       

      (a) Subscription.
        The
        Subscriber hereby subscribes for and agrees to purchase the number of Shares
        indicated on page 7 hereof on the terms and conditions described herein.
        

       

      (b) Purchase
        of Shares.
        The
        Subscriber understands and acknowledges that the purchase price to be remitted
        to the Company in exchange for the Shares shall be set at $1.66 per Share
        (which
        was at least 100% of the closing bid price per Share on the Nasdaq Capital
        Market on the date hereof), for an aggregate purchase price as set forth
        on page
        7 hereof (the “Aggregate
        Purchase Price”).
        The
        Subscriber’s delivery of this Agreement to the Company shall be accompanied by
        payment for the Shares subscribed for hereunder, payable in United States
        dollars, by wire transfer of immediately available funds delivered
        contemporaneously with the Subscriber’s delivery of this Agreement to the
        Company in accordance with the instructions provided on Exhibit
        A.
        The
        Subscriber understands and agrees that, subject to applicable laws, by executing
        this Agreement, it is entering into a binding agreement. The Shares purchased
        by
        the Subscriber will be delivered by the Company as soon as practicable following
        the date hereof.

       

      2. INVESTOR’S
        REPRESENTATIONS, WARRANTIES AND COVENANTS

       

      The
        Subscriber hereby acknowledges, agrees with and represents and warrants to
        the
        Company and its affiliates, as follows:

       

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

       

      (b) The
        Subscriber acknowledges its understanding that the Offering and sale of the
        Shares is intended to be exempt from registration under the Securities Act
        of
        1933, as amended (the “Securities
        Act”),
        by
        virtue of Section 4(2) of the Securities Act and the provisions of Regulation
        D
        promulgated thereunder (“Regulation
        D”).
        In
        furtherance thereof, the Subscriber represents and warrants to the Company
        and
        its affiliates as follows:

       

      (i) The
        Subscriber realizes that the basis for the exemption from registration may
        not
        be available if, notwithstanding the Subscriber’s representations contained
        herein, the Subscriber is 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 Subscriber does not have any such
        intention.

       

      (ii) The
        Subscriber realizes that the basis for exemption would not be available if
        the
        Offering is part of a plan or scheme to evade registration provisions of
        the
        Securities Act or any applicable state or federal securities laws.

       

      (iii) The
        Subscriber is acquiring the Shares solely for the Subscriber’s own beneficial
        account, for investment purposes, and not with view towards, or resale in
        connection with, any distribution of the Shares.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      (iv) The
        Subscriber has the financial ability to bear the economic risk of the
        Subscriber’s investment, has adequate means for providing for its current needs
        and contingencies, and has no need for liquidity with respect to an investment
        in the Company.

       

      (v) The
        Subscriber and the Subscriber’s attorney, accountant, purchaser representative
        and/or tax advisor, if any (collectively, the “Advisors”)
        has
        such knowledge and experience in financial and business matters as to be
        capable
        of evaluating the merits and risks of a prospective investment in the Shares.
        If
        other than an individual, the Subscriber also represents it has not been
        organized solely for the purpose of acquiring the Shares.

       

      (vi) The
        Subscriber (together with its Advisors, if any) has received all documents
        requested by the Subscriber, if any, has carefully reviewed them and understands
        the information contained therein, prior to the execution of this
        Agreement.

       

      (c) The
        Subscriber is not relying on the Company or any of its employees, agents,
        sub-agents or advisors with respect to economic considerations involved in
        this
        investment. The Subscriber has relied on the advice of, or has consulted
        with,
        only its Advisors. Each Advisor, if any, is capable of evaluating the merits
        and
        risks of an investment in the Shares, and each Advisor, if any, has disclosed
        to
        the Subscriber in writing (a copy of which is annexed to this Agreement)
        the
        specific details of any and all past, present or future relationships, actual
        or
        contemplated, between the Advisor and the Company or any affiliate or sub-agent
        thereof.

       

      (d) The
        Subscriber has carefully considered the potential risks relating to the Company
        and a purchase of the Shares, and fully understands that the Shares are a
        speculative investment that involve a high degree of risk of loss of the
        Subscriber’s entire investment. Among other things, the Subscriber has carefully
        considered each of the risks described under the heading “Risk Factors” in the
        Company’s SEC Filings (as defined in Section 4(d) below), which risk factors are
        incorporated herein by reference.

       

      (e) The
        Subscriber represents, warrants and agrees that it will not sell or otherwise
        transfer the Shares without registration under the Securities Act or an
        exemption therefrom, and fully understands and agrees that the Subscriber
        must
        bear the economic risk of its purchase because, among other reasons, the
        Shares
        have not been registered under the Securities Act or under the securities
        laws
        of any state and, therefore, cannot be resold, pledged, assigned or otherwise
        disposed of unless they are subsequently registered under the Securities
        Act and
        under the applicable securities laws of such states, or an exemption from
        such
        registration is available. In particular, the Subscriber is aware that the
        Shares are “restricted securities,” as such term is defined in Rule 144
        promulgated under the Securities Act (“Rule
        144”),
        and
        they may not be sold pursuant to Rule 144 unless all of the conditions of
        Rule
        144 are met. The Subscriber also understands that the Company is under no
        obligation to register the Shares on behalf of the Subscriber or to assist
        the
        Subscriber in complying with any exemption from registration under the
        Securities Act or applicable state securities laws. The Subscriber understands
        that any sales or transfers of the Shares are further restricted by state
        securities laws and the provisions of this Agreement.

       

      (f) No
        oral
        or written representations or warranties have been made to the Subscriber
        by the
        Company or any of its officers, employees, agents, sub-agents, affiliates,
        advisors or subsidiaries, other than any representations of the Company
        contained herein, and in subscribing for the Shares, the Subscriber is not
        relying upon any representations other than those contained herein.

       

      (g) The
        Subscriber’s overall commitment to investments that are not readily marketable
        is not disproportionate to the Subscriber’s net worth, and an investment in the
        Shares will not cause such overall commitment to become excessive.

       

      (h) The
        Subscriber understands and agrees that the certificates for the Shares shall
        bear substantially the following legend until (i) such Shares shall have
        been
        registered under the Securities Act and effectively disposed of in accordance
        with a registration statement that has been declared effective or (ii) in
        the
        opinion of counsel for the Company, such Shares may be sold without registration
        under the Securities Act, as well as any applicable “blue sky” or state
        securities laws:

       

      THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
        THE
        UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
        STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE,
        PLEDGED OR HYPOTHECATED OR OTHERWISE TRANSFERRED IN THE ABSENCE OF A
        REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO SUCH SECURITIES UNDER THE
        SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT THERE
        IS
        AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES
        ACT.
        ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO COMPLIANCE WITH APPLICABLE STATE
        SECURITIES LAWS.

       


      
        
          
          

        

        
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      (i) Neither
        the U.S. Securities and Exchange Commission (the “SEC”)
        nor
        any state securities commission has approved the Shares or passed upon or
        endorsed the merits of the Offering. There is no government or other insurance
        covering any of the Shares.

       

      (j) The
        Subscriber and its Advisors, if any, have had a reasonable opportunity to
        ask
        questions of and receive answers from a person or persons acting on behalf
        of
        the Company concerning the Offering and the business, financial condition,
        results of operations and prospects of the Company, and all such questions
        have
        been answered to the full satisfaction of the Subscriber and its Advisors,
        if
        any.

       

      (k) The
        Subscriber is unaware of, is in no way relying on, and did not become aware
        of
        the Offering through or as a result of, any form of general solicitation
        or
        general advertising including, without limitation, any article, notice,
        advertisement or other communication published in any newspaper, magazine
        or
        similar media or broadcast over television or radio, or electronic mail over
        the
        Internet, in connection with the Offering and is not subscribing for Shares
        and
        did not become aware of the Offering through or as a result of any seminar
        or
        meeting to which the Subscriber was invited by, or any solicitation of a
        subscription by, a person not previously known to the Subscriber in connection
        with investments in securities generally.

       

      (l) The
        Subscriber has taken no action that would give rise to any claim by any person
        for brokerage commissions, finders’ fees or the like relating to this Agreement
        or the transactions contemplated hereby.

       

      (m) The
        Subscriber is not relying on the Company or any of its employees, agents,
        or
        advisors with respect to the legal, tax, economic and related considerations
        of
        an investment in the Shares, and the Subscriber has relied on the advice
        of, or
        has consulted with, only its own Advisors.

       

      (n) The
        Subscriber acknowledges that any estimates or forward-looking statements
        or
        projections furnished by the Company to the Subscriber, were prepared by
        management of the Company in good faith, but that the attainment of any such
        projections, estimates or forward-looking statements cannot be guaranteed
        by the
        Company or its management and should not be relied upon.

       

      (o) No
        oral
        or written representations have been made, or oral or written information
        furnished, to the Subscriber or its Advisors, if any, in connection with
        the
        Offering that are in any way inconsistent with the information contained
        herein.

       

      (p) (For
        ERISA plans only) The fiduciary of the ERISA plan (the “Plan”)
        represents that such fiduciary has been informed of and understands the
        Company’s investment objectives, policies and strategies, and that the decision
        to invest “plan assets” (as such term is defined in ERISA) in the Company is
        consistent with the provisions of ERISA that require diversification of plan
        assets and impose other fiduciary responsibilities. The Subscriber or Plan
        fiduciary (i) is responsible for the decision to invest in the Company; (ii)
        is
        independent of the Company and any of its affiliates; (iii) is qualified
        to make
        such investment decision; and (iv) in making such decision, the Subscriber
        or
        Plan fiduciary has not relied primarily on any advice or recommendation of
        the
        Company or any of its affiliates.

       

      (q) The
        Subscriber will indemnify and hold harmless the Company and its directors,
        officers, employees, agents, advisors, affiliates and shareholders, and each
        other person, if any, who controls any of the foregoing, 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)
        (a
“Loss”)
        arising out of or based upon any representation or warranty of the Subscriber
        contained herein or in any 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 herein or therein; provided,
        however,
        that
        the Subscriber shall not be liable for any Loss that
        in
        the aggregate exceeds the Aggregate Purchase Price tendered
        hereunder.

       


      
        
          
          

        

        
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      (r) The
        Subscriber is, and on each date on which the Subscriber continues to own
        restricted securities from the Offering will be, an “Accredited Investor” as
        defined in Rule 501(a) under the Securities Act. In general, an “Accredited
        Investor” is deemed to be an institution with assets in excess of $5,000,000 or
        individuals with net worth in excess of $1,000,000 or annual income exceeding
        $200,000 or $300,000 jointly with his or her spouse.

       

      (s) The
        Subscriber, either alone or together with its representatives, has such
        knowledge, sophistication and experience in business and financial matters
        so as
        to be capable of evaluating the merits and risks of the Offering, and has
        so
        evaluated the merits and risks of such investment. The Subscriber has not
        authorized any person or entity to act as its Purchaser Representative (as
        that
        term is defined in Regulation D of the General Rules and Regulations under
        the
        Securities Act) in connection with the Offering. The Subscriber is able to
        bear
        the economic risk of an investment in the Shares and, at the present time,
        is
        able to afford a complete loss of such investment.

       

      (t) The
        Subscriber has reviewed, or had an opportunity to review, all of the SEC
        Filings.

       

      4. THE
        COMPANY’S REPRESENTATIONS, WARRANTIES AND COVENANTS

       

      The
        Company hereby acknowledges, agrees with and represents, warrants and covenants
        to the Subscriber, as follows:

       

      (a) The
        Company has the corporate power and authority to execute and deliver this
        Agreement and to perform its obligations hereunder. This Agreement has been
        duly
        authorized, executed and delivered by the Company and is valid, binding and
        enforceable against the Company in accordance with its terms.

       

      (b) The
        Shares to be issued to the Subscriber pursuant to this Agreement, when issued
        and delivered in accordance with the terms of this Agreement, will be duly
        and
        validly issued and will be fully paid and non-assessable.

       

      (c) Neither
        the execution and delivery nor the performance of this Agreement by the Company
        will conflict with the Company’s organizational materials, as amended to date,
        or result in a breach of any terms or provisions of, or constitute a default
        under, any material contract, agreement or instrument to which the Company
        is a
        party or by which the Company is bound.

       

      (d) The
        Company is subject to, and in full compliance with, the reporting requirements
        of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended
        (the
“Exchange
        Act”).
        The
        Company has made available to the Subscriber through the EDGAR system a true
        and
        complete copy of (i) the Company’s Annual Report on Form 10-KSB for the fiscal
        year ended December 31, 2006, (ii) the Company’s Quarterly Report on Form 10-QSB
        for the fiscal period ended March 31, 2007 and (iii) each of the Company’s
        Current Reports on Form 8-K filed since January 1, 2007 (collectively, the
        “SEC
        Filings”),
        and
        all such SEC Filings are incorporated herein by reference. The SEC Filings,
        when
        they were filed with the SEC (or, if any amendment with respect to any such
        document was filed, when such amendment was filed), complied in all material
        respects with the applicable requirements of the Exchange Act and the rules
        and
        regulations thereunder and did not, as of such date, contain an untrue statement
        of a material fact or omit to state a material fact required to be stated
        therein or necessary in order to make the statements therein, in the light
        of
        the circumstances under which they were made, not misleading. All reports
        and
        statements required to be filed by the Company under the Securities Act and
        the
        Exchange Act have been filed, together with all exhibits required to be filed
        therewith. The Company and each of its direct and indirect subsidiaries,
        if any
        (collectively, the “Subsidiaries”),
        are
        engaged in all material respects only in the business described in the SEC
        Filings, and the SEC Filings contain a complete and accurate description
        in all
        material respects of the business of the Company and the
        Subsidiaries.

       


      
        
          
          

        

        
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      (e) Any
        information furnished by the Company in connection with the Offering is true
        and
        correct in all material respects as of its date.

       

      (f) The
        Company acknowledges and agrees that the Subscriber is acting solely in the
        capacity of an arm’s length purchaser with respect to the Shares and the
        transactions contemplated hereby. The Company further acknowledges that the
        Subscriber is not acting as a financial advisor or fiduciary of the Company
        (or
        in any similar capacity) with respect to this Agreement and the transactions
        contemplated hereby and any advice given by any Subscriber or any of their
        respective representatives or agents in connection with this Agreement and
        the
        transactions contemplated hereby is merely incidental to the Subscriber’s
        purchase of the Shares. The Company further represents to the Subscriber
        that
        the Company’s decision to enter into this Agreement has been based solely on the
        independent evaluation of the transactions contemplated hereby by the Company
        and its representatives.

       

      (g) The
        Company will indemnify and hold harmless the Subscriber and, where applicable,
        its 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
        Company contained herein or in any document furnished by the Company to the
        Subscriber in connection herewith being untrue in any material respect or
        any
        breach or failure by the Company to comply with any covenant or agreement
        made
        by the Company to the Subscriber in connection therewith.

       

      5. USE
        OF PROCEEDS

       

      The
        Company shall use the net proceeds from the Offering for general working
        capital
        purposes.

      


      6. INSIDER
        TRADING PROHIBITION; INDEMNITY

       

      (a) Until
        the
        date on which sales are permitted under Rule 144 of the Securities Act, the
        Subscriber hereby agrees to (i) refrain from (A) engaging in any transactions
        with respect to the capital stock of the Company or securities exercisable
        or
        convertible into or exchangeable for any shares of capital stock of the Company,
        and (B) entering into any transaction that would have the same effect, or
        entering into any swap, hedge or other arrangement that transfers, in whole
        or
        in part, any of the economic consequences of ownership of the capital stock
        of
        the Company and (ii) indemnify and hold harmless the Company and its respective
        officers and directors, employees, agents, sub-agents, advisors and affiliates
        and each other person, if any, who controls any of the foregoing, against
        any
        Loss arising out of or based upon any violation of this Section 6 by the
        Subscriber.

       

      (b) The
        Subscriber further agrees that in the event of any dispute, action, suit
        or
        other proceeding arising out of or in connection with this Agreement brought
        by
        the Subscriber (or a transferee), the Subscriber (or transferee) shall pay
        the
        fees and expense of counsel to the Company. As used herein, the fees and
        expenses of counsel shall be deemed to mean the full and actual costs reasonably
        incurred in investigating, preparing or defending against any litigation
        commenced or threatened or any claim whatsoever, calculated on the basis
        of the
        usual fee charged by attorneys performing such services, and the actual
        out-of-pocket expenses incurred in the course of performing such investigation
        and legal services.

       

      7. NOTICES
        TO SUBSCRIBERS

       

      (a) THE
        SHARES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES
        LAWS
        OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM
        THE
        REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SHARES
        HAVE
        NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION
        OR
        OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED
        UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY
        OF ANY
        INFORMATION FURNISHED IN CONNECTION WITH THIS OFFERING. ANY REPRESENTATION
        TO
        THE CONTRARY IS UNLAWFUL.

       

      (b) THE
        SHARES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
        NOT BE
        TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AND
        APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
        THEREFROM. SUBSCRIBERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR
        THE
        FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
        TIME.

       


      
        
          
          

        

        
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                8.

              	
                MISCELLANEOUS
                  PROVISIONS

              


      

       

      (a) Legal
        Fees.
        Each of
        the parties hereto shall be responsible to pay the costs and expenses of
        their
        own legal counsel in connection with the preparation and review of this
        Agreement and related documentation.

       

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

       

      (c) Survival.
        The
        representations, warranties and agreements of the Subscriber and the Company
        made in this Agreement shall survive the execution and delivery of this
        Agreement and the delivery of the Shares.

       

      (d) Notices.
        Any
        party may send any notice, request, demand, claim or other communication
        hereunder to the Subscriber at the address set forth on the signature page
        of
        this Agreement or to the Company at the address set forth above using any
        means
        (including personal delivery, expedited courier, messenger service, fax,
        ordinary mail or electronic mail), but no such notice, request, demand, claim
        or
        other communication will be deemed to have been duly given unless and until
        it
        actually is received by the intended recipient. Any party may change the
        address
        to which notices, requests, demands, claims and other communications hereunder
        are to be delivered by giving the other parties written notice in the manner
        herein set forth.

       

      (e) Binding
        Effect.
        Except
        as otherwise provided herein, this Agreement shall be binding upon, and inure
        to
        the benefit of, the parties to this Agreement and their heirs, executors,
        administrators, successors, legal representatives and assigns. If the Subscriber
        is more than one person or entity, the obligation of the Subscriber shall
        be
        joint and several and the agreements, representations, warranties and
        acknowledgments contained herein shall be deemed to be made by, and be binding
        upon, each such person or entity and his or its heirs, executors,
        administrators, successors, legal representatives and assigns. This Agreement
        sets forth the entire agreement and understanding between the parties as
        to the
        subject matter thereof and merges and supersedes all prior discussions,
        agreements and understandings of any and every nature among them.

       

      (f) Assignability.
        This
        Agreement is not transferable or assignable by the Subscriber.

       

      (g) Governing
        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.

       

      (h) Jurisdiction
        and Venue.
        The
        Company and the Subscriber hereby agree that any dispute which may arise
        between
        them arising out of or in connection with this Agreement shall be adjudicated
        before a court located in New York City, New York, and they hereby submit
        to the
        exclusive jurisdiction of the federal and state courts of the State of New
        York
        located in New York City with respect to any action or legal proceeding
        commenced by any party, and irrevocably waive any objection they now or
        hereafter may have respecting the venue of any such action or proceeding
        brought
        in such a court or respecting the fact that such court is an inconvenient
        forum,
        relating to or arising out of this Agreement or any acts or omissions relating
        to the sale of the securities hereunder, and consent to the service of process
        in any such action or legal proceeding by means of registered or certified
        mail,
        return receipt requested, postage prepaid, in care of the address set forth
        herein or such other address as either party shall furnish in writing to
        the
        other.

       

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

       

       

      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]

       


      
        
          
          

        

        
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      ALL
        SUBSCRIBERS MUST COMPLETE THIS PAGE

       

      IN
        WITNESS WHEREOF, the Subscriber has executed this Agreement on the
        25th
        day of
        May 2007.

       

      


      
        	
                150,602
                  

              	 	
                x 
                  $ 1.66 for each Share

              	 	
                =
                  249,999.32 .

              
	
                Shares
                  subscribed for

              	 	
                   
                  Purchase Price

              	 	
                Aggregate
                  Purchase Price

              


      

      


      Manner
        in
        which Title is to be held (Please Check One):

       

      
        	
                1.

              	
                 
                  X  

              	
                Individual

              	
                7.

              	
                ___

              	
                Trust/Estate/Pension
                  or Profit sharing Plan

                Date
                  Opened:______________

              
	 	 	 	 	 	 
	
                2.

              	
                ___

              	
                Joint
                  Tenants with Right of Survivorship

              	
                8.

              	
                ___

              	
                As
                  a Custodian for

                ________________________________

                Under
                  the Uniform Gift to Minors Act of the State of

                ________________________________

              
	 	 	 	 	 	 
	
                3.

              	
                ___

              	
                Community
                  Property

              	
                9.

              	
                ___

              	
                Married
                  with Separate Property

              
	
                 

                4.

              	
                 

                ___

              	
                 

                Tenants
                  in Common

              	
                 

                10.

              	
                 

                ___

              	
                 

                Keogh

              
	
                 

                5.

              	
                 

                ___

              	
                 

                Corporation/Partnership/
                  Limited Liability Company

              	
                 

                11.

              	
                 

                ___

              	
                 

                Tenants
                  by the Entirety

              
	 	 	 	 	 	 
	
                6.

              	
                ___

              	
                IRA

              	 	 	 


      

      


      ALTERNATIVE
        DISTRIBUTION INFORMATION

       

      To
        direct
        distribution to a party other than the registered owner, complete the
        information below. YOU MUST COMPLETE THIS SECTION IF THIS IS AN IRA
        INVESTMENT.

       

      Name
        of
        Firm (Bank, Brokerage, Custodian):

       

      Account
        Name:

       

      Account
        Number:

       

      Representative
        Name:

       

      Representative
        Phone Number:

       

      Address:

       

      City,
        State, Zip:

       


      
        
          
          

        

        
          -
            7 -

          
            

          

        

        
          
          

        

      


      IF
        MORE
        THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.

       

      INDIVIDUAL
        SUBSCRIBERS MUST COMPLETE THIS PAGE 8.

       

      SUBSCRIBERS
        WHICH ARE ENTITIES MUST COMPLETE PAGE 9.

       

      EXECUTION
        BY NATURAL PERSONS

       

      
        	
                                                                                  
                  CARL
                  PAGE                                                                  
                  

                Exact
                  Name in Which Title is to be Held

              
	 	 	 
	
                                                       
                  CARL
                  PAGE                                        

                Name
                  (Please Print)

              	 	
                _________________________________

                Name
                  of Additional Purchaser

              
	 	 	 
	
                _________________________________

                Residence:
                  Number and Street

              	 	
                _________________________________

                Address
                  of Additional Purchaser

              
	 	 	 
	
                _________________________________

                City,
                  State and Zip Code

              	 	
                _________________________________

                City,
                  State and Zip Code

              
	 	 	 
	
                _________________________________

                Social
                  Security Number

              	 	
                _________________________________

                Social
                  Security Number

              
	 	 	 
	
                _________________________________

                Telephone
                  Number

              	 	
                _________________________________

                Telephone
                  Number

              
	 	 	 
	
                _________________________________

                Fax
                  Number (if available)

              	 	
                ________________________________

                Fax
                  Number (if available)

              
	
                 

                _________________________________

                E-Mail
                  (if available)

              	 	
                 

                ________________________________

                E-Mail
                  (if available)

              
	 	 	 
	
                                                    /s/
                  CARL
                  PAGE                                      

                (Signature)

              	 	
                ________________________________

                (Signature
                  of Additional Purchaser)

              
	 	 	 
	
                ACCEPTED
                  this 25th day of May 2007, on behalf of the Company.

              
	 	
                 

                By:                
                  /s/
                  Jeff
                  Oscodar                                            
                  

                       
                  Name: Jeff Oscodar

                       
                  Title: CEO

              


      

      


      
        
          
          

        

        
          -
            8 -