Exhibit 10.12
 
 IMPORTANT:  PLEASE
READ CAREFULLY BEFORE SIGNING.
 SIGNIFICANT
REPRESENTATIONS ARE CALLED FOR HEREIN.
 
 SUBSCRIPTION
AGREEMENT
 and
 LETTER OF
INVESTMENT INTENT
 
 
 Across
America Financial Services, Inc.
 5350
South Roslyn Street, Suite 400
 Greenwood
Village, CO  80111-2124
 
 Gentlemen:
 
 The undersigned (the "Subscriber")
hereby tenders this subscription for the purchase of units (“Units”) issued by
Across America Financial Services, Inc. (the “Company”).  Each Unit
consists of one share of the common stock of the Company, one warrant to
purchase one-half a share of the common stock of the Company at an exercise
price of twenty-five cents ($0.25) per share—two warrants must be exercised to
purchase one share of common stock (the “Twenty-Five Cent Warrants”), two
warrants to purchase shares of the common stock of the Company at an exercise
price of fifty cents ($0.50) per share (the “Fifty Cent Warrants”) and one
warrant to purchase shares of the common stock of the Company at an exercise
price of one dollar ($1.00) per share (the “Dollar Warrants”) (collectively, the
Units, common stock, Twenty-Five Cent Warrants, Fifty Cent Warrants and Dollar
Warrants are referred to herein as the
“Securities”).      The Units are being offered at
a price of $1.00 per Unit.  By execution below, the Subscriber
acknowledges that the Company is relying upon the accuracy and completeness of
the representations contained herein in complying with their obligations under
applicable securities laws.
 
 1.           Subscription
Commitment.  The Subscriber hereby subscribes for the purchase
of ____ Units at a purchase price of $________  as full payment
therefor.  The purchase price shall be paid to the Company by
cashier’s check made payable to the Company or by wire transfer to the account
of the Company.
 
 The Subscriber understands that this
subscription is not binding on the Company until accepted by the Company, which
acceptance is at the discretion of the Company and is to be evidenced by the
Company's execution of this Subscription Agreement where
indicated.  If the subscription is rejected the Company shall return
to the Subscriber, without interest or deduction, any payment tendered by the
Subscriber, and the Company and the Subscriber shall have no further obligation
to each other hereunder.  Unless and until rejected by the Company
this subscription shall be irrevocable by the Subscriber.
 
 2.           Representations and
Warranties.  In order to induce the Company to accept this
subscription, the Subscriber hereby represents and warrants to, and covenants
with, the Company as follows:
  
  
 (a)           Subscriber
has been provided with a copy of the Company’s Form 8-K filed on March __, 2009
with the Securities and Exchange Commission, a copy of which is attached hereto
as Exhibit A, as well as a form of the Twenty-Five Cent Warrant, the Fifty Cent
Warrant and the Dollar Warrant, copies of which are attached hereto as Exhibits
B, C and D.  (the “Exhibits”) (the Exhibits and this Subscription
Agreement are referred to herein as the “Documents”).  The Subscriber
has been given access to full and complete information regarding the Company and
has utilized such access to the Subscriber’s satisfaction for the purpose of
obtaining such information regarding the Company as the Subscriber has
reasonably requested; and, particularly, the Subscriber has been given
reasonable opportunity to ask questions of, and receive answers from,
representatives of the Company concerning the terms and conditions of the
offering of the Securities and to obtain any additional information, to the
extent reasonably available;
 
 (b)           Except
for the Documents, the Subscriber has not been furnished with any other
materials or literature relating to the offer and sale of the Securities; except
as set forth in the Documents, no representations or warranties have been made
to the Subscriber by the Company, any selling agent of the Company, or any
agent, employee, or affiliate of the Company or such selling agent.
 
 (c)           The
Subscriber believes that an investment in the securities is suitable for the
Subscriber based upon the Subscriber investment objectives and financial
needs.  The Subscriber (i) has adequate means for providing for the
Subscriber’s current financial needs and personal contingencies; (ii) has no
need for liquidity in this investment; (iii) at the present time, can afford a
complete loss of such investment; and (iv) does not have an overall commitment
to investments which are not readily marketable that is disproportionate to the
Subscriber's net worth, and the Subscriber's investment in the Securities will
not cause such overall commitment to become excessive.
 
 (d)           The
Subscriber, in reaching a decision to subscribe, has such knowledge and
experience in financial and business matters that the Subscriberis capable of reading
and interpreting financial statements and evaluating the merits and risk of an
investment in the Securities and has the net worth to undertake such
risks.  The investment contemplated hereby is the result of arm’s
length negotiation between the Subscriber and the Company.
 
 (e)           The
Subscriber was not offered or sold the Securities, directly or indirectly, by
means of any form of general advertising or general solicitation, including, but
not limited to, the following:  (1) any advertisement, article, notice
or other communication published in any newspaper, magazine, or similar medium
of or broadcast over television or radio; or (2) to the knowledge of the
undersigned, any seminar or meeting whose attendees had been invited by any
general solicitation or general advertising.
 
 (f)           The
Subscriber has obtained, to the extent the Subscriber deems necessary, the
Subscriber’s own personal professional advice with respect to the risks inherent
in the investment in the securities, and the suitability of an investment in the
Securities in light of the Subscriber's financial condition and investment
needs;
 
 (g)           The
Subscriber recognizes that the Securities as an investment involves a high
degree of risk, including those set forth under the caption "Risk Factors" in
the Form 8-K attached hereto as Exhibit A.
  
  
 (h)           The
information contained in this agreement is true, complete and correct in all
material respects as of the date hereof; the Subscriber understands that the
Company's determination that the exemption from the registration provisions of
the Securities Act of 1933, as amended (the "Act"), which is based upon
non-public offerings and applicable to the offer and sale of the Securities, is
based, in part, upon the representations, warranties, and agreements made by the
Subscriber herein; and the Subscriber consents to the disclosure of any such
information, and any other information furnished to the Company, to any
governmental authority, self-regulatory organization, or, to the extent required
by law, to any other person.
 
 (i)           The
Subscriber realizes that (i) the purchase of the Securitiesis a long-term
investment; (ii) the purchaser of the Securities must bear the economic risk of
investment for an indefinite period of time because the Securities have not been
registered under the Securities Act of 1933 or under the securities laws of any
state and, therefore, the Securities cannot be resold unless they are
subsequently registered under said laws or exemptions from such registrations
are available;  (iii) there is presently no public market for the
Securities and the Subscriber may be unable to liquidate the Subscriber’s
investment in the event of an emergency, or pledge the Securities as collateral
for a loan; and (iv) the transferability of the Securities is restricted and (A)
requires conformity with the restrictions contained in paragraph 2 below and (B)
legends will be placed on the certificate(s) representing the Securities
referring to the applicable restrictions on transferability; and
 
 (j)           The
Subscriber certifies, under penalties of perjury, that the Subscriber is NOT
subject to the backup withholding provisions of Section 3406(a)(i)(C) of the
Internal Revenue Code.
 
 (k)           Stop
transfer instructions will be placed with the transfer agent for the Securities,
and a legend may be placed on any certificate representing the Securities
substantially to the following effect:
 
 THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), IN RELIANCE UPON THE
EXEMPTIONS FROM REGISTRATION PROVIDED IN THE ACT AND REGULATION D UNDER THE
ACT.  AS SUCH, THE PURCHASE OF THIS SECURITY WAS NECESSARILY WITH THE
INTENT OF INVESTMENT AND NOT WITH A VIEW FOR DISTRIBUTION.  THEREFORE,
ANY SUBSEQUENT TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN WILL BE
UNLAWFUL UNLESS IT IS REGISTERED UNDER THE ACT OR UNLESS AN EXEMPTION FROM
REGISTRATION IS AVAILABLE. FURTHERMORE, IT IS UNLAWFUL TO CONSUMMATE A SALE OR
TRANSFER OF THIS SECURITY OR ANY INTEREST THEREIN, WITHOUT THE OPINION OF
COUNSEL ACCEPTABLE TO THE COMPANY THAT THE PROPOSED TRANSFER OR SALE DOES NOT
AFFECT THE EXEMPTIONS RELIED UPON BY THE COMPANY IN ORIGINALLY DISTRIBUTING THE
SECURITY AND THAT REGISTRATION IS NOT REQUIRED.
 
 (l)           The
subscriber understands that Bathgate Capital Partners LLC is acting as placement
agent on this transaction and the Company will pay Bathgate Capital Partners LLC
a fee of a cash payment of six percent (6%) of my investment and warrants equal
to six percent (6%) of my investment.  The subscriber further
understands that Bathgate Capital Partners LLC will receive an advisory fee for
the reverse merger of 1,700,000 warrants exercisable at $.001 per
share.
  
  
 
 3.           Restricted Nature of the
Securities. The Subscriber has been advised and understands that (a) the
Securities have not been registered under the Securities Act of 1933 or
applicable state securities laws and that the securities are being offered and
sold pursuant to exemptions from such laws; (b) the Documents may not have been
filed with or reviewed by certain state securities administrators because of the
limited nature of the offering; (c) the Company is under no obligation to
register the Securities under the Act or any state securities laws, or to take
any action to make any exemption from any such registration provisions
available. The Subscriber represents and warrants that the Securities are being
purchased for the Subscriber’s own account and for investment purposes only, and
without the intention of reselling or redistributing the same; the Subscriber
has made no agreement with others regarding any of the Securities; and the
Subscriber’s financial condition is such that it is not likely that it will be
necessary to dispose of any of such Securities in the foreseeable
future.  The Subscriber is aware that, in the view of the Securities
and Exchange Commission, a purchase of such securities with an intent to resell
by reason of any foreseeable specific contingency or anticipated change in
market value, or any change in the condition of the Company, or in connection
with a contemplated liquidation settlement of any loan obtained for the
acquisition of such securities and for which such securities were pledged, would
represent an intent inconsistent with the representations set forth
above.  The Subscriber further represents and agrees that if, contrary
to the foregoing intentions, the Subscriber should later desire to dispose of or
transfer any of such securities in any manner, the Subscriber shall not do so
unless and until (i) said Securities shall have first been registered under the
Act and all applicable securities laws; or (ii) the Subscriber shall have first
delivered to the Company a written notice declaring such holder's intention to
effect such transfer and describe in sufficient detail the manner and
circumstances of the proposed transfer, which notice shall be accompanied either
by a written opinion of legal counsel who shall be reasonably satisfactory to
the Company, which opinion shall be addressed to the Company and reasonably
satisfactory in form and substance to the Company's counsel, to the effect that
the proposed sale or transfer is exempt from the registration provisions of the
Act and all applicable state securities laws, or by a "no action" letter from
the Securities and Exchange Commission to the effect that the transfer of the
Securities without registration will not result in recommendation by the staff
of the Commission that action be taken with respect thereto.
 
 4.           Residence.  The
Subscriber represents and warrants that the Subscriber is a bona fide resident
of, is domiciled in and received the offer and made the decision to invest in
the Securities in the state set forth on the signature page hereof, and the
Securities are being purchased by the Subscriber in the Subscriber’s name solely
for the Subscriber’s own beneficial interest and not as nominee for, or on
behalf of, or for the beneficial interest of, or with the intention to transfer
to, any other person, trust or organization, except as specifically set forth in
paragraph 15 of this Subscription Agreement and Letter of Investment
Intent.
 
 5.           Investor
Qualification.  The Subscriber represents and warrants that the
Subscriber or the purchaser of the Securities named in paragraph 15comes within at least
one category marked below, and that for any category marked the Subscriber has
truthfully set forth the factual basis or reason the Subscriber comes within
that category.  ALL INFORMATION IN RESPONSE TO THIS PARAGRAPH WILL BE
KEPT STRICTLY CONFIDENTIAL.  The Subscriber agrees to furnish any
additional information which the Company deems necessary in order to verify the
answers set forth below.
 
 Category
      I ______
              
              The
      Subscriber is an individual (not a partnership, corporation, etc.) whose
      individual net worth, or joint net worth with the Subscriber’s spouse,
      presently exceeds $1,000,000.
                
                Explanation.  In
      calculation of net worth the Subscriber may include equity in personal
      property and real estate, including the Subscriber’s principal residence,
      cash, short term investments, stocks and securities.  Equity in
      personal property and real estate should be based on the fair market value
      of such property less debt secured by such
  property.
  
   
 Category
      II _______
              
              The
      Subscriber is an individual (not a partnership, corporation, etc.) who had
      an individual net income in excess of $200,000 in each of the last two
      years, or joint income with his/her spouse in excess of $300,000 in each
      of the last two years, and has a reasonable expectation of reaching the
      same income level in the current
year.
 Category
      III ______
                The Subscriber is an executive officer or director of the
      Company.
 Category
      IV ______
              
              The
      Subscriber is a bank; savings and loan; insurance company; registered
      broker or dealer; registered investment company; registered business
      development company; licensed small business investment company (“SBIC”);
      or employee benefit plan within the meaning of Title I of ERISA whose plan
      fiduciary is either a bank, savings and loan, insurance company or
      registered investment advisor or whose total assets exceed $5,000,000; or
      a self-directed employee benefit plan with investment decisions made
      solely by persons that are accredited
investors.
 
 
 
 
 (describe
entity)
 Category
      V ______
                  The Subscriber is a private business development company as
      defined inSection 202(a)(22) of the Investment Advisers Act of 1940.
 
 (describe
entity)
  
  Category
      VI ______
              
              The
      Subscriber is an entity with total assets in excess of $5,000,000 which
      was not
      formed for the purpose of investing in the Securities and which is one of
      the following:
 
 _______ a
corporation; or
 
 _______ a
partnership; or
 
 _______ a
business trust; or
 _______ a
tax-exempt organization described in Section 501(c)(3) ofthe Internal Revenue
Code of 1986, as amended.
 
 
 (describe entity)
 
 Category
      VII ______
              
              The
      Subscriber is a trustee for a trust that is revocable by the grantor at
      any time (including an IRA) and the grantor qualifies under either
      Category I or Category II above.  A copy of the declaration of
      trust or trust agreement and a representation as to the net worth or
      income of the grantor is enclosed.
  Category
      VIII _____
                  The
      Subscriber is an entity all the equity owners of which are “accredited
      investors” within one or more of the above categories, other than
      Category  IV or Category V.  [If relying upon this category
      alone, each equity owner must complete a separate copy of this
      Agreement.]
 
 
  (describe
entity)
 
 Category
      IX ______
              
              The
      Subscriber is a trust with total assets in excess of $5,000,000, not
      formed for the specific purpose of acquiring the Securities, whose
      purchase is directed by 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.
 
 6.           FINRA
Questionnaire.
 
 (a)           Are
you a member of FINRA,1 a person associated with a member2 of FINRA, or an affiliate of a
member?
 
 Yes [  ]     
No  [  ]
 
 If "Yes,"
please list any members of FINRA with whom you are associated or
affiliated.
 
 
 
  
 
 (b)           If
you are a corporation, are any of your officers, directors or 5% shareholders a
member of FINRA, a person associated with a member of FINRA, or an affiliate of
a member?
 
 Yes [  ]     
No  [  ]
 If "Yes,"
please list the name of the respective officer, director, or 5% shareholder and
any members of FINRA with whom they are associated or affiliated.
 
 
 
 
 
 7.           Additional
Representations.  The undersigned, if other than an individual,
makes the following additional representations:
 
 (a)           The
Subscriber was not organized for the specific purpose of acquiring the
Securities; and
 
 (b)           This
Subscription Agreement and Letter of Investment Intent has been duly authorized
by all necessary action on the part of the Subscriber, has been duly executed by
an authorized officer or representative of the Subscriber, and is a legal, valid
and binding obligation of the Subscriber enforceable in accordance with its
terms.
 
 8.           Sophistication.  The
Subscriber further represents and warrants that he has such knowledge and
experience in financial and business matters so as to be capable of evaluating
the merits and risks of an investment in the Securities and protecting the
Subscriber’s own interests in this transaction, and does not desire to utilize
the services of any other person in connection with evaluating such merits and
risks.
 
 9.           Reliance on
Representations.  The Subscriber understands the meaning and
legal consequences of the representations, warranties, agreements, covenants,
and confirmations set out above and agrees that the subscription made hereby may
be accepted in reliance thereon.  The Subscriber agrees to indemnify
and hold harmless the Company and any selling agent (including for this purpose
their employees, and each person who controls either of them within the meaning
of Section 20 of the Securities Exchange Act of 1934, as amended) from and
against any and all loss, damage, liability or expense, including reasonable
costs and attorney's fees and disbursements, which the Company, or such other
persons may incur by reason of, or in connection with, any representation or
warranty made herein not having been true when made, any misrepresentation made
by the Subscriber or any failure by the Subscriber to fulfill any of the
covenants or agreements set forth herein, in the Purchaser Questionnaire or in
any other document provided by the Subscriber to the Company.
 
 10.           Transferability and
Assignability.  Neither this Subscription Agreement nor any of
the rights of the Subscriber hereunder may be transferred or assigned by the
Subscriber.  The Subscriber agrees that the Subscriber may not cancel,
terminate, or revoke this Subscription Agreement or any agreement of the
Subscriber made hereunder (except as otherwise specifically provided herein) and
that this Subscription Agreement shall survive the death or disability of the
Subscriber and shall be binding upon the Subscriber's heirs, executors,
administrators, successors, and assigns.
  
  
 11.           
Survival.  The
representations and warranties of the Subscriber set forth herein shall survive
the sale of the Securities pursuant to this Subscription Agreement.
 
 12.           Notices.  All
notices or other communications hereunder shall be in writing and shall be
deemed to have been duly given if delivered personally or mailed by certified or
registered mail, return receipt requested, postage prepaid, as
follows:  if to the Subscriber, to the address set forth below; and if
to the Company to the address at the beginning of this letter, or to such other
address as the Company or the Subscriber shall have designated to the other by
like notice.
 
 13.           Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
document.
 
 INVESTORS
MUST LOOK SOLELY TO, AND RELY ON, THEIR OWN ADVISORS WITH RESPECT TO THE TAX
CONSEQUENCES OF INVESTING IN THE SECURITIES.
 
 
 14.           Title.  Manner
in Which Title is To Be Held.
 
 Place an “X” in one space
below:
 
 (a)   ____    Individual Ownership
 (b)   ____    Community Property
 (c)   ____    Joint Tenant with Right of Survivorship
(both parties must sign)
 (d)   ____    Partnership
 (e)   ____    Tenants in Common
 (f)   ____    Corporation
 (g)   ____    Trust
 (h)   ____    Other (Describe):
       
 Please
print above the exact name(s) in which the Securities are to be
held.
  
 
 15.           State of
Residence.  My state of residence and the state in which I
received the offer to invest and made the decision to invest in the Securities
is. _________________
 
 16.           Date of
Birth.  My date of birth
is: __________________________
  
  SIGNATURES
 
 The
Subscriber hereby represents he has read this entire Subscription
Agreement.
 
 Dated:
________________
 
 INDIVIDUAL
  Address
      to Which Correspondence Should
      be DirectedSignature
      (Individual)Signature
      (All record holders should sign)
                                        
                                        City,
      State and Zip CodeName(s)
      Typed or Printed
                                        
                                        Tax
      Identification or Social Security Number(           )Telephone
      Number
 
 
 
 COPY OF DRIVER’S LICENSE OR
PASSPORT REQUIRED IF NON-BCP CUSTOMER
 Customer Identification Program
Notice:  To help the government fight the funding of terrorism and
money laundering activities, federal law requires financial institutions to
obtain, verify, and record information that identifies each client.  This
means that we will require you to provide the following information: name, date
of birth, address, identification number, and a piece of documentary
identification. If you are an individual and do not have an account with
Bathgate Capital Partners, please include a copy of your driver’s license or
passport. If you are an entity, please provide a copy of your articles of
incorporation, trust document, or other identifying document. If you are unable
to produce the information required, we may not be able to complete your
investment transaction.
 
 
 
 
 
 
 
 
 
 
  
  CORPORATION,
PARTNERSHIP, TRUST, RETIREMENT ACCOUNT OR OTHER ENTITY
 
  Address
      to Which Correspondence Should
      be DirectedName of EntityBy:Signature*Its:Signature
      (All record holders should sign)
                                                                      
                                                                      City,
      State and Zip CodeNameTyped
      or Printed
                                                                      
                                                                      Tax
      Identification or Social Security Number(           )Telephone
      Number
 *If
Securities are being subscribed for by an entity, the Certificate of Signatory
must also be completed.
 
 
 
 CERTIFICATE
OF SIGNATORY
 
 To
be completed if Securities are being subscribed for by an entity.
 
 I, ________________________________________ ,
am the _____________________________ of
__________________________________________ (the
“Entity”).
 
 I certify that I am empowered and duly
authorized by the Entity to execute and carry out the terms of the Subscription
Agreement and Letter of Investment Intent and to purchase and hold the
Securities, and certify that the Subscription Agreement and Letter of Investment
Intent has been duly and validly executed on behalf of the Entity and
constitutes a legal and binding obligation of the Entity.
 
 IN WITNESS WHEREOF, I have hereto set
may hand this ______ day of _______, 2009.
 
 
  ___________________________________________________Signature
  
  
  ACCEPTANCE
 
 
 This
Subscription Agreement is accepted as of __________________________,
2009
 
  Omni Bio Pharmaceutical, Inc.By:Authorized OfficerDate:
  1  FINRA
      defines a "member" as being either any broker or dealer admitted to
      membership in FINRA or any officer or partner of such a member, or the
      executive representative of such a member or the substitute for such
      representative.
 2  FINRA
      defines a "person associated with a member" as being every sole
      proprietor, general or limited partner, officer, director or branch
      manager or such member, or any natural person occupying a similar status
      or performing similar functions, or any natural person engaged in the
      investment banking or securities business who is directly or indirectly
      controlling or controlled by such member (for example, any employee),
      whether or not any such person is registered or exempt from registration
      without FINRA.  Thus, "person associated with a member" includes
      a sole proprietor, general or limited partner, officer, director or branch
      manager or an organization of any kind (whether a corporation, partnership
      or other business entity) which itself is a "member" or a "person
      associated with a member."  In addition, an organization of any
      kind is a "person associated with a member" if its sole proprietor or
      anyone of its general or limited partners, officers, director or branch
      managers is a "member" or "person associated with a
    member."


APPENDIX
A
 
 BCP
DISCLOSURES
  Bathgate
Capital Partners LLC
  Privacy
Policy Concerning Clients' Financial Information Dated January 1,
2009
 This
privacy disclosure statement puts in writing the privacy policies that BCP
follows.   Our policy is based on the recognition that our
clients have an expectation that nonpublic personal information will be kept
confidential.  We have adopted this Privacy Policy concerning
information you have provided to us and information we obtained in providing
services to you.
 Information
about you is collected in the normal course of business for purposes of
providing services to you.  This information is not collected for
resale.  We provide information to unaffiliated third parties that is
necessary for us to provide services to you.  The information that is
collected, the source of the information and the parties to which the
information is provided are explained below.
 Categories
of Nonpublic Information We Collect In the Normal Course of Business:
 1.   Information
you provide in establishing an account.  This is information provided
by you on forms used to open and maintain an account with us and our affiliates
and otherwise provided by you in using our services. Examples of such
information are your name, address, employment, age, assets and investment
objectives and experience.
 2.   Information
about your transactions.  This includes information obtained from you
concerning a transaction that we have done on your behalf.  We also
have information about assets held for you.  If your account was
transferred to us, we may have received information from another financial
institution.  Our Brokerage services are introduced by us to a
clearing firm that effects transactions and maintains assets for
you.  We have access to information about these transactions and
assets.  We anticipate that the clearing firm will separately provide
you with their privacy policies concerning client financial information that is
collected or available to them.
 Categories of Nonpublic
Information That is Disclosed:
 We do not
disclose any nonpublic personal information about our clients or former clients
to anyone, except as required or permitted by law.  Examples of such
disclosures include:
 1.   All
information about your account may be disclosed to any person that you
authorized pursuant to the documentation you have provided us.  For
example, information about accounts held jointly shall be disclosed to all
persons jointly sharing the account.
 2.   Any
information that is compelled to be produced by law, such as pursuant to a
subpoena issued by a court.
 3.   Information
provided with your consent or at your direction, such as disclosure to a
nonaffiliated mortgage lender with whom you are applying for a mortgage
loan.
 4.   Information to a
financial institution where your account is transferred.
 5.  Information
provided by us to non-affiliated third parties that assist us in providing our
services to you such as data processing firms that prepare and print your
account statements.
 Parties to Whom We May
Disclose Nonpublic Information
 We may
disclose both identification and transaction information to affiliated and
non-affiliated parties as permitted by law for the following
reasons:
 1.Non-financial
      Entities.  Such entities include persons we engage to prepare
      confirmations, account statements and other account records and transfer
      agents to permit the issuance of security certificates to
    you.
 2.Financial
      Entities.  Such entities include a clearing firm that is a
      securities broker-dealer that we
 introduce
transactions or accounts in certain types of security products.
 We do not
disclose nonpublic information about our clients to any party except as required
or permitted by law.
 Our Policies Protecting the
Confidentiality of Information About You
 We
restrict access to nonpublic personal information about you to those employees
and nonaffiliated third parties who need to know that information so as to
enable us to provide products and services to you.
 Such
employees include your account executive, personnel in the trading department
who effect or route your transactions, operations personnel who prepare and
reconcile records of your transactions and your security and money positions,
and management and compliance personnel who oversee our business.
  
  Nonaffiliated
third parties include our clearing firm or others that:
 1.   Prepare
confirmations, account statements and other records of your
account.
 2.   Transmit
trade information to securities regulators and other government agencies as
required by applicable rules.
 3.   Regulate
our business in accordance with applicable law.
 4.   Maintain
accounts.
 5.   Facilitate
the clearing and settlement of transactions.
 6.   Such
other parties as permitted by law.
 We
maintain physical, electronic and procedural safeguards to guard against persons
not authorized by us from having access to your nonpublic personal
information.
 Internally, we maintain all written
records in secured locations that are accessible only to authorized
personnel.  Account executives are provided with transaction records
of accounts that they have responsibility for servicing.  Electronic
records are maintained on secure computers that are password
protected.  Employees undergo background checks as a condition of
employment.
 
 We
appreciate being able to provide our services to you and will continue to do so
while maintaining the confidentiality of the information needed to provide such
services.  If you have any questions concerning this notice, please
call Vicki Barone at (303) 694-0862.
  BATHGATE CAPITAL PARTNERS
BUSINESS CONTINUITY PLANNING
  Bathgate
Capital Partners LLC has developed a Business Continuity Plan on how we will
respond to events that significantly disrupt our business.  Since the
timing and impact of disasters and disruptions is unpredictable, we will have to
be flexible in responding to actual events as they occur.  With that
in mind, we are providing you with this information on our business continuity
plan.
  Contacting Us – If after a
significant business disruption you cannot contact us as you usually do at
303-694-0862, please go to our web site at www.bathgatepartners.com.
  Our Business Continuity Plan –
We plan to quickly recover and resume business operations after a significant
business disruption and respond by safeguarding our employees and property,
making a financial and operational assessment, protecting the firm’s books and
records, and allowing our customers to transact business.  In short,
our business continuity plan is designed to permit our firm to resume operations
as quickly as possible, given the scope and severity of the significant business
disruption.  Our business continuity plan addresses: data back up and
recovery; all mission critical systems; financial and operational assessments;
alternative communications with customers, employees, and regulators; alternate
physical location of employees; critical supplier, contractor, bank and
counter-party impact; regulatory reporting; and assuring our customers prompt
access to their funds and securities if we are unable to continue our business.
 
 Varying Disruptions–
Significant business disruptions can vary in their scope, such as only our firm,
a single building housing our firm, the business district where our firm is
located, the city where we are located, or the whole region.  Within
each of these areas, the severity of the disruption can also vary from minimal
to severe.  In a disruption to only our firm or a building housing our
firm, we will transfer our operations to a local site when needed and expect to
recover and resume business within an hour.  In a disruption affecting
our business district, city, or region, we will transfer our operations to a
site outside of the affected area, and recover and resume business within a few
hours.  In either situation, we plan to continue in business, transfer
operations to our clearing firm if necessary, and notify you through our web
site [www.bathgatepartners.com] or a telephone recording from our main line,
[303-694-0862] how to contact us.  If the significant business
disruption is so severe that it prevents us from remaining in business, we will
assure our customer’s prompt access to their funds and securities.
 
 For more information – If you
have questions about our business continuity planning, you can contact us at
(303) 694-0862 or send inquiries to our main office: 5350 S. Roslyn St. Suite
400 Greenwood Village, CO  80111.