Unassociated Document


     

    SUBSCRIPTION
AGREEMENT

    


    THE
SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND SUCH SECURITIES MAY NOT
BE OFFERED OR SOLD IN THE UNITED STATES OR TO UNITED STATES PERSONS UNLESS THE
SECURITIES ARE REGISTERED UNDER THE 1933 ACT OR AN EXEMPTION FROM REGISTRATION
IS AVAILABLE.

    


    NO
NON-U.S. PURCHASER MAY ENGAGE IN ANY HEDGING TRANSACTIONS WITH RESPECT TO THE
SECURITIES.

     

    SHARE SUBSCRIPTION
AGREEMENT

    


    This
Subscription Agreement sets forth the terms under which the undersigned
("Subscriber") will invest in Custom Q, Inc. (the "Corporation”), a Nevada
corporation.  This Subscription is one of a limited number of
subscriptions for up to 400,000 shares of common stock, subject to increase at
our option, at a price of $0.10 per share (the “Shares” or the
“Securities”).  This is a “best efforts/no minimum”
offering.

    


    The
Shares are being offered to a limited number of Subscribers on behalf of the
Corporation.  All
subscribers must be accredited investors as defined in Rule 501 of SEC
Regulation D or persons who are not citizens or residents of the United
States.

    


    Execution
of this Subscription Agreement by the Subscriber shall constitute an offer by
the Subscriber to subscribe for the Shares set forth in this Agreement on the
terms and conditions specified herein.  The Corporation reserves the
right to reject such subscription offer, or, by executing a copy of this
Subscription Agreement, to accept such offer.  If the Subscriber's
offer is accepted, the Corporation will execute this Subscription Agreement and
return an executed copy of the Subscription Agreement to the
Subscriber.  If the Subscriber's offer is rejected, the payment
accompanying this Subscription Agreement will be returned, with the notice of
rejection.

    


    NOTICE
TO INVESTORS: ACCESS TO INFORMATION

     

    WE SHALL
HAVE THE FOLLOWING AVAILABLE FOR REVIEW FOR EACH INVESTOR OR HIS AGENT, DURING
THIS PRIVATE PLACEMENT AND PRIOR TO THE SALE OF SHARES UPON
REQUEST:  (1) ACCESS TO ALL BOOKS AND RECORDS OF THE CORPORATION; (2)
ACCESS TO ALL MATERIAL CONTRACTS AND DOCUMENTS RELATING TO THE TRANSACTIONS
DESCRIBED HEREIN AND THE CORPORATION'S OPERATIONS; AND (3) THE OPPORTUNITY TO
ASK QUESTIONS OF, AND RECEIVE ANSWERS FROM, ANY PERSON AUTHORIZED TO ACT ON
BEHALF OF THE CORPORATION CONCERNING ANY ASPECT OF THE INVESTMENT, AND TO OBTAIN
ANY ADDITIONAL INFORMATION, TO THE EXTENT THE CORPORATION POSSESSES SUCH
INFORMATION OR CAN DEVELOP IT WITHOUT UNREASONABLE EFFORT OR EXPENSE, NECESSARY
TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED IN THIS
AGREEMENT.

     

    EACH
INVESTOR AND HIS ADVISOR(S) IS INVITED TO COMMUNICATE WITH:

     

    Cindy
Kostoff, President

    1133 Old
Bridge Place

    Fort
Wayne, IN  46825

    Tel:
260-489-6613


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    Offering
Terms; No Escrow:

    


    The
offering will terminate on September 30, 2008, unless extended by the
corporation until December 31, 2008, or sooner terminated at the Corporation’s
sole discretion.  There is a minimum purchase requirement of 5,000
shares or $500, with no arrangements to place the funds in an escrow, trust
or similar account. All cleared funds will be available to us following deposit
into our bank account.  

    


    Acceptance
of Subscription Agreement:

    


    It is
understood and agreed by the undersigned that the Corporation will have the
unconditional right to reject this Subscription, in whole or in part, if it
believes that the undersigned is not a qualified purchaser under Regulation D
promulgated under the Securities Act of 1933, as amended, or for any other
reason.

    


    Responsibility
and Indemnification:

    


    The
Corporation will exercise its best judgment in the conduct of all matters
arising under this Agreement.  The undersigned acknowledges that he
understands the meaning and legal consequences of the representations and
warranties contained herein, and he hereby agrees to indemnify and hold harmless
the Corporation, the Corporation, their partners and employees, and any of their
affiliates and their officers, directors, shareholders and employees, or any
professional advisor or entity thereto, from and against any and all loss,
damage, liability or expense, including costs and reasonable attorney's fees, to
which said entities and persons may be put or which they may incur by reason of,
or in connection with, any misrepresentation made by the Investor, any breach of
any of his warranties, or his failure to fulfil any of his covenants or
agreements under this Agreement.

    


    Survival
of Representations, Warranties, Covenants and Agreements:

    


    The
representations, warranties, covenants and agreements contained herein shall
survive the delivery of, and the payment for, the Shares.



    
      
         


      

      
        -2-

        
          

        

      

      
         


      

    


    Suitability
Questions:

    


    
      	
               
      

            	
              a.

            	
              Please
      check the appropriate line below in order that the Corporation may
      determine if you are an Accredited Investor.  IF
      YOU ARE A UNITED STATES CITIZEN OR RESIDENT:  YOU MAY ONLY INVEST IN THIS
      OFFERING IF YOU ARE AN ACCREDITED
  INVESTOR.

            


    

     

    For
Individuals only:

    


    
      	
               
      

            	
              (i)

            	
              An
      individual who either (1) has a net worth or, together with his spouse, a
      joint net worth (i.e., in total assets in excess of total liabilities) in
      excess of
$1,000,000  __________

            


    

    


    
      	
               
      

            	
              (ii)

            	
              An
      individual who has had in each of the two most recent years, and
      reasonably expects to have during the current year an individual income
      [for this purpose, a person's income is the amount of his individual
      adjusted gross income (as reported on a federal income tax return)
      increased by the following amounts:  (1) any deduction for a
      portion of long term capital gains (Code Section 1202); (2) any deduction
      for depletion (Section 611 et seq. of the Code);
      (3) any exclusion for interest on tax-exempt municipal obligations
      (Section 103 of the Code); and (4) any losses of a partnership allocated
      to the individual limited partner (as reported on Schedule E of Form
      1040)] in excess of $200,000, or a joint income with spouse in excess of
      $300,000. __________

            


    

    


    For
Non-Individuals Only:

    


    
      	
              
              

            	
              (iii)

            	
              Any
      trust, with total assets in excess of $5,000,000, not formed for the
      specific purpose of acquiring the securities offered, whose purchase is
      directed by a sophisticated person as described in Rule
      506(b)(2)(ii).  _________

            


    

    


    For
Corporations, Partnerships, and Organizations Only:

    


    
      	
               
      

            	
              (iv)

            	
              A
      corporation, partnership, or other organization [if the Subscriber is a
      trust, only a revocable grantor trust may qualify] (an "entity"), and
      either (i) each shareholder, partner, or equity owner (as appropriate)
      individually satisfies the net worth or income standards set forth in the
      foregoing clause 7(a)(i) or (ii), or (ii) the organization is (A) an
      institutional investor as defined in Rule501 (a)(1) of the Securities and
      Exchange Commission, (B) a private business development company as defined
      in Section 202(a)(22) of the Investment Advisers Act of 1940, or (C) an
      organization described in Section 501(c)(3) of the Code with assets in
      excess of
$5,000,000.  ___________

            


    

    


    For
Employee Benefit Plans or Non-Individuals Only:

    


    
      	
            	
              (v)

            	
              Any
      employee benefit plan within the meaning of the Employee Retirement Income
      Security Act of 1974 if the investment decision is 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 advisor, or if the employee benefit plan has total assets in
      excess of $5,000,000 or, if a self-directed plan, with investment
      decisions made solely by persons that are accredited
      investors.  ______________

            


    


    
      
         


      

      
        -3-

        
          

        

      

      
         


      

    

     

    NOTE:  If you are an
individual, you may only be an Accredited Investor if you meet the standards set
forth in 7(a)(i) or 7(a)(ii) above.  If you are a non-individual, you
may only qualify under the standards set forth in 7(a)(iii), 7(a)(iv), or
7(a)(v) above.

    


    All
Accredited Investors must initial
the following:

    


                          I
understand that the representations contained in this section 7(a) are made for
the purpose of qualifying me as an Accredited Investor as that term is defined
pursuant to Regulation D under the Securities Act of 1933, as amended, for the
purpose of inducing a sale of securities to me.  I hereby represent
that the statement or statements initialled above are true and correct in all
respects.  I understand that a false representation may constitute a
violation of law, and that any person who suffers damage as a result of a false
representation may have a claim against me for damages.

    


    All
Accredited Investors must complete
the following:

    


    In order
to verify my Accredited Investor status, you may contact the following
individual who has the following relationship with me:

    


    Name:                      _______________

     

    Telephone
Number:  _____________________

    
 

    Relationship:
_______________________

    (such as
attorney, banker or accountant)


    
      
         


      

      
        -4-

        
          

        

      

      
         


      

    


    NON-UNITED
STATES SUBSCRIBER DECLARATION FOR INVESTORS WHO ARE NOT UNITED STATES CITIZENS
OR RESIDENTS

     

    The
Subscriber acknowledges that the Subscriber is purchasing the Shares on a
private basis and the Subscriber represents that the Subscriber has the
following relationship with a director, officer, or promoter of the Corporation
(check one)

     

    Friend  _____

     

    Relative
_____

     

    Business
associate ______

    


    RESTRICTED SECURITIES AND
DISPOSITION UNDER RULE 144

     

    The
Subscriber represents and warrants that the undersigned understands
that:

     

    
      	
               
      

            	
              ·

            	
              Neither
      the sale of the securities which the undersigned is acquiring nor the
      securities themselves has been registered under the 1933 act or any
      foreign or state securities laws, and the securities must be held
      indefinitely unless subsequently registered under the act or an exemption
      from such registration is
available.

            


    

     

    
      	
               
      

            	
              ·

            	
              The
      certificate representing the securities will be stamped with the following
      legend (or substantially equivalent language) restricting transfer; "The
      securities represented by this certificate have not been registered under
      the securities act of 1933 or the laws of any state and have been issued
      pursuant to an exemption from registration pertaining to such securities
      and pursuant to a representation by the security holder named hereon that
      said securities have been acquired for purpose of investment and not for
      purpose of distribution. These securities may not be offered, sold,
      transferred, pledged or hypothecated in the absence of registration, or
      the availability of an exemption from which such registration. No hedging
      transactions are permitted with respect to the
      securities.  Furthermore, no offer, sale, transfer, pledge or
      hypothecation is to take place without the prior written approval of
      counsel to the Corporation being affixed to this certificate. The stock
      transfer agent has been ordered to effect transfers of or transactions
      concerning this certificate only in accordance with the above
      instructions.”

            


    

     

    The
subscriber represents and warrants that the undersigned understands
that:

     

    
      	
               
      

            	
              ·

            	
              The
      Securities are restricted within the meaning of rule 144 promulgated under
      the 1933 Act.

            


    

     

    
      	
               
      

            	
              ·

            	
              That
      the exemption from registration under rule 144 will not be available in
      any event for at least one year from the date of purchase and payment of
      the securities by the undersigned, and even then will not be available
      unless:

            


    

     

    
      	
               
      

            	
              o

            	
              A
      public trading market then exists for the common stock of the
      corporation;

            


    

     

    
      	
               
      

            	
              o

            	
              Adequate
      information concerning the corporation is then available to the
      public;

            


    

     

    
      	
               
      

            	
              o

            	
              Other
      terms and conditions of rule 144 are compiled with;
  and

            


    

     

    
      	
               
      

            	
              o

            	
              Any
      sale of the securities may be made by the undersigned only in limited
      amounts in accordance with such terms and
  conditions.

            


    


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    

     

    Without
in any way limiting the representations set forth above, the undersigned further
agrees that the undersigned shall in no event make any disposition of all or any
portion of the Securities which the undersigned is acquiring unless and
until:

     

    
      	
               
      

            	
              ·

            	
              There
      is then in effect a registration statement under the act covering such
      proposed disposition is made in accordance with said registration
      statement.

            


    

     

    or

     

    
      	
               
      

            	
              ·

            	
              The
      undersigned shall have notified the Corporation of the proposed
      disposition and shall have furnished the Corporation with a detailed
      statement of the circumstances surrounding the proposed
      disposition,

            


    

     

    
      	
               
      

            	
              ·

            	
              The
      undersigned shall have furnished the Corporation with an opinion of the
      undersigned's own counsel to the effect that such disposition will not
      require registration of such shares under the
  Act

            


    

     

    
      	
               
      

            	
              ·

            	
              Such
      opinion of the undersigned's counsel shall have been concurred in by
      counsel for the Corporation and the Corporation shall have advised the
      undersigned of such concurrence.

            


    

     

    INVESTMENT SUBSCRIPTION
TERMS, CORPORATE DISCLOSURE AND GENERAL SUBSCRIBER ACKNOWLEDGEMENTS AND
WARRANTS

     

    Use of Funds of the
Shares.

     

    The
Subscriber acknowledges that the funds to be raised from the Shares are to be
employed for the business of the Corporation in accordance with management's
discretion as to the best use of the same for the Corporation's business plans.
The Corporation reserves the right at any time to alter its business plans in
accordance with management's appreciation of the market for the goods and
services of the Corporation.

    


    
      Method of Subscription and
Terms of Fund Release.

    

    


    A
Subscription shall be made by delivering to the Corporation a signed copy of
this subscription agreement and the Subscription Price made to the Corporation
or such party as the Corporation may direct. The funds will be employed by the
Corporation immediately upon acceptance of the subscription, or of the lesser
amount if the full subscription is not accepted.

     

    The
Corporation shall return to the Subscriber the Subscription Price, or such
amount as has not been accepted, as to such part of the subscription which the
Corporation has not accepted.

     

    Subscriber's
Acknowledgments. The Subscriber agrees
and acknowledges that:

     

    
      	
               
      

            	
              ·

            	
              Further
      Financing.  The Corporation may sell shares in the future
      at higher or lower prices or on different terms than this offering. The
      Corporation may, and will, acquire debt and/or equity financing in the
      future required or advisable in the course of the Corporation's business
      development.

            


    

     

    
      	
               
      

            	
              ·

            	
              Withdrawal or
      Revocation.  This Subscription Agreement is given for
      valuable consideration and shall not be withdrawn or revoked by the
      Subscriber once tendered to the Corporation with the Subscription
      Price.

            


    


    
      
         


      

      
        -6-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              ·

            	
              Agreement to be
      Bound.  The Subscriber hereby specifically agrees to be
      bound by the terms of this Subscription Agreement as to all particulars
      hereof and hereby reaffirms the acknowledgments, representations, and
      powers set forth in this Subscription
Agreement;

            


    

     

    
      	
               
      

            	
              ·

            	
              Reliance on
      Subscriber's Representations.  The Subscriber understands
      that the Corporation will rely on the acknowledgments, representations,
      and covenants of the Subscriber herein in determining whether a sale of
      the Shares to the Subscriber is in compliance with applicable securities
      laws. The Subscriber warrants that all acknowledgments, representations
      and covenants are true and
accurate.

            


    

     

    
      	
               
      

            	
              ·

            	
              Waiver of Preemptive
      Rights.  The Subscriber hereby grants, conveys, and vests
      the President of the Corporation as the Subscriber's power of attorney
      solely for the purpose of waiving any prior or
      preemptive right which the Subscriber may have under applicable law to
      further issues of Securities of the
Corporation.

            


    

     

    Subscriber's
Representations, Warranties, and Understandings.

     

    The
Subscriber represents and warrants to the Corporation and understands
that:

     

    
      	
               
      

            	
              ·

            	
              Principal.  The
      Subscriber is purchasing the Shares as principal for his own account and
      not for the benefit of any other person except as otherwise stated herein,
      and not with a view to the resale or distribution of all or any of the
      Shares.

            


    

     

    
      	
               
      

            	
              ·

            	
              Decision to
      Purchase.  The decision of the Subscriber to enter into
      this agreement and to purchase Shares pursuant hereto has been based only
      on the representations of this agreement and any collateral business plan
      or offering memorandum provided herewith or based upon the Subscriber's
      relationship with the foregoing stated person of the Corporation. It is
      not made on other information relating to the Corporation and not upon any
      oral representation as to fact or otherwise made by or on behalf of the
      Corporation or any other person. The Subscriber agrees that the
      Corporation assumes no responsibility or liability of any nature
      whatsoever for the accuracy, adequacy or completeness of any business plan
      information, which has been created based upon the Corporation's
      management experience. In particular, and without limiting the generality
      of the foregoing, the decision to subscribe for Shares has not been
      influenced by:

            


    

     

    
      	
               
      

            	
              §

            	
              Newspaper,
      magazine or other media articles or reports related to the Corporation or
      its business; or

            


    

     

    
      	
               
      

            	
              §

            	
              Promotional
      literature or other materials used by the Corporation for sales or
      marketing purposes; or

            


    

     

    
      	
               
      

            	
              §

            	
              Any
      representations, oral or otherwise, that the Corporation will become a
      listed Corporation, that the Shares will be repurchased or have any
      guaranteed future realizable value, or that there is any certainty as to
      the success of the Corporation or liquidity or value of the
      Shares.

            


    

     

    
      	
               
      

            	
              ·

            	
              Economic
      Risk.  The Subscriber has such knowledge and experience
      in financial and business affairs as to be capable of evaluating the
      merits and risks of his investment in the Shares and the Subscriber is
      able to bear the economic risk of a total loss of the Subscriber's
      investment in the Shares;

            


    


    
      
         


      

      
        -7-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              ·

            	
              Speculative
      Investment.  The Subscriber understands that an
      investment in the Shares is a speculative investment and that there is no
      guarantee of success of management's plans. Management's plans are an
      effort to apply present knowledge and experience to project a future
      course of action which is hoped will result in financial success and with
      the present level of management's skills and of those whom the Corporation
      will need to attract (which cannot be assured). Additionally, all plans
      are capable of being frustrated by new or unrecognized or unappreciated
      circumstances which can typically not be accurately, or at all,
      predicted.

            


    

     

    
      	
               
      

            	
              ·

            	
              Address.  The
      Subscriber is resident as set out on the last page of this Agreement as
      the "Subscriber's Address" and the address set forth on the last page of
      this Agreement is the true and correct address of the
      Subscriber;

            


    

     

    
      	
               
      

            	
              ·

            	
              Risk and Resale
      Restriction.  The Subscriber is aware of the risks and
      other characteristics of the Securities and of the fact that the
      Subscriber will not be able to resell the Securities except in accordance
      with the applicable securities legislation and regulatory
      policy;

            


    

     

    
      	
               
      

            	
              ·

            	
              Receipt of
      Information.  The Subscriber acknowledges that, to his
      satisfaction:

            


    

     

    
      	
               
      

            	
              §

            	
              He
      has either had access to or has been furnished with sufficient information
      regarding the Corporation and the terms of this investment transaction to
      his satisfaction;

            


    

     

    
      	
               
      

            	
              §

            	
              He
      has been provided the opportunity to ask questions concerning this
      investment transaction and the terms and conditions thereof and all such
      questions have been answered to his satisfaction;
  and

            


    

     

    
      	
               
      

            	
              §

            	
              He
      has been given ready access to and an opportunity to review any
      information, oral or written, that he has requested, in particular to any
      offering memorandum or business plan of the Corporation, if available
      concurrent with or as a part of this
  subscription.

            


    

     

    
      	
               
      

            	
              ·

            	
              No Prospectus
      filing.  The Subscriber acknowledges that this is an
      offering made on a private basis without a prospectus and that no foreign,
      federal, state, provincial or other agency has made any finding or
      determination as to the merits of the investment nor made any
      recommendation or endorsement of the
Shares.

            


    

     

    
      	
               
      

            	
              ·

            	
              Confidentiality.  The
      Subscriber understands that the Corporation's business plan and this
      Agreement are confidential. The Subscriber has not distributed such, or
      divulged the contents thereof, to anyone other than such legal or
      financial advisors as the Subscriber has deemed desirable for purposes of
      evaluating an investment in the Shares and the Subscriber has not made any
      copies thereof except for his own
records;

            


    

     

    
      	
               
      

            	
              ·

            	
              Age of
      Majority.  The Subscriber, if an individual, has attained
      the age of majority and is legally competent to execute this Agreement and
      to take all actions required pursuant
hereto;

            


    

     

    
      	
               
      

            	
              ·

            	
              Authorization and
      Formation of Subscriber.  The Subscriber, if a
      corporation, partnership, trust or other form of business entity, is
      authorized and otherwise duly qualified to purchase and hold the Shares
      and such entity has not been formed for the specific purpose of acquiring
      Shares in the Offering. If the Subscriber is one of the aforementioned
      entities, it hereby agrees that upon request of the Corporation it will
      supply the Corporation with any additional written information that may be
      requested by the Corporation;

            


    

     

    
      	
               
      

            	
              ·

            	
              Legal
      Obligation.  This Agreement has been duly and validly
      authorized, executed and delivered by and constitutes a legal, valid,
      binding and enforceable obligation of the
  Subscriber;

            


    


    
      
         


      

      
        -8-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              ·

            	
              Compliance With
      Applicable Laws.  The Subscriber knows of no reason why
      the delivery of this Agreement, the acceptance of it by the Corporation
      and the issuance of the Shares or resultant Shares to the Subscriber will
      not comply with all applicable laws of the Subscriber's jurisdiction of
      residence or domicile, and all other applicable laws, and the Subscriber
      has no reason to believe that such will cause the Corporation to become
      subject to or required to comply with any additional disclosure,
      prospectus or reporting requirements. The Subscriber will comply with all
      applicable securities laws and will assist the Corporation in all
      reasonable manners to comply with all applicable securities laws;
      and

            


    

     

    
      	
               
      

            	
              ·

            	
              Encumbrance or
      Transfer of Shares.  The Subscriber will not sell,
      assign, gift, pledge or encumber in any manner whatsoever the Shares
      herein subscribed without the prior written consent of the Corporation and
      in accordance with applicable securities
laws.

            


    

     

    The
Subscriber agrees that the above representations and warranties of the
Subscriber will be true and correct as of the execution of and acceptance of
this Agreement and will survive the completion of the issuance of the Shares.
The Subscriber understands that the Corporation will rely on the representations
and warranties of the Subscriber herein in determining whether a sale of the
Shares to the Subscriber is in compliance with federal and applicable provincial
securities laws and the Subscriber warrants to indemnify and hold harmless the
Corporation from all damages or claims resulting from any misrepresentation by
the Subscriber.

     

    Material
Changes.

     

    The
Subscriber undertakes to notify the Corporation immediately should there be any
material change in the foregoing warranties and representations and provide the
Corporation with the revised or corrected information. The Subscriber hereby
agrees to indemnify and hold the Corporation and its affiliates harmless from
and against any and all liability, damage, cost or expense (including reasonable
attorneys' fees) incurred on account of or arising out of:

     

    
      	
               
      

            	
              ·

            	
              Any
      inaccuracy in the Subscriber's acknowledgments, representations or
      warranties set forth in this
Agreement;

            


    

     

    
      	
               
      

            	
              ·

            	
              The
      Subscriber's disposition of any of the Shares contrary to the Subscriber's
      acknowledgments, representations or warranties in this
      Agreement;

            


    

     

    
      	
               
      

            	
              ·

            	
              Any
      suit or proceeding based upon a claim that said acknowledgments,
      representations or warranties were inaccurate or misleading or otherwise
      cause for obtaining damages or redress form the Corporation or its
      affiliates or the disposition of all or any part of the Subscriber's
      Shares; or

            


    

     

    
      	
               
      

            	
              ·

            	
              The
      Subscriber's failure to fulfill any or all of the Subscriber's obligations
      herein.

            


    

     

    
      Address
for Delivery.

    

     

    Each
notice, demand or other communication required or permitted to be given under
this Agreement shall be in writing and shall be sent by delivery (electronic or
otherwise) or prepaid registered mail deposited in a post office addressed to
the Subscriber or the Corporation at the address specified in this Agreement.
The date of receipt of such notice, demand or other communication shall be the
date of delivery thereof if delivered, or, if given by registered mail as
aforesaid, shall be deemed conclusively to be the fifth day after the same shall
have been so mailed, except in the case of interruption of postal services for
any reason whatsoever, in which case the date of receipt shall be the date on
which the notice, demand or other communication is actually received by the
addressee.


    
      
         


      

      
        -9-

        
          

        

      

      
         


      

    

     

    
      Change of Address.


    

     

    Either
party may at any time, and from time to time, notify the other party in writing
of a change of address and the new address to which notice shall be given to it
thereafter until further change.

     

    
      Severability and
Construction.

    

     

    Each
Section, sub-section, paragraph, sub- paragraph, term and provision of this
Agreement, and any portion thereof, shall be considered severable, and if, for
any reason, any portion of this Agreement is determined to be invalid, contrary
to or in conflict with any applicable present or future law, rule or regulation,
that ruling shall not impair the operation of, or have any other effect upon,
such other portions of this Agreement as may remain otherwise intelligible (all
of which shall remain binding on the parties and continue to be given full force
and agreement as of the date upon which the ruling becomes final). The word "he"
in this Agreement shall also mean “she” or “it” relative to the identity of the
Subscriber.

     

    
      Governing
Law.

    

    


    This
Agreement shall be governed by and construed and accordance with the laws of the
State of Nevada, both substantive and remedial.  The section headings
contained herein are for reference purposes only and shall not in any way affect
the meaning or interpretation of this Agreement.  This Agreement shall
be enforceable in accordance with its terms and be binding upon and shall inure
to the benefit of the parties hereto and their respective successors, assigns,
executors and administrators, but this Agreement and the respective rights and
obligations of the parties hereunder shall not be assignable by any party hereto
without the prior written consent of the other.  This Agreement
represents the entire understanding and agreement between the parties hereto
with respect to the subject matter hereof; supersedes all prior negotiations,
letters and understandings relating to the subject matter hereof; and cannot be
amended, supplemented or modified except by an instrument in writing signed by
the party against whom enforcement of any such amendment, supplement or
modification is sought.  In the event of any litigation between the
parties to this Agreement relating to, or arising out of, this Agreement, the
prevailing party shall be entitled to an award of reasonable attorney's fees and
costs, trial and appellate levels.  The failure or finding of
invalidity of any provision of this Agreement shall in no manner affect the
right to enforce the other provisions of same, and the waiver by any party of
any breach of any provision of this Agreement shall not be construed to be a
waiver by such party of any subsequent breach of any other
provision.

     

    
      Survival
of Representations and
Warranties.

    

     

    The
covenants, representations and warranties contained herein shall survive the
closing of the transactions contemplated hereby.

     

    
      Counterparts.

    

    


    This
Agreement may be signed by the parties hereto in as many counterparts as may be
necessary, each of which so signed shall be deemed to be an original, and such
counterparts together shall constitute one and the same instrument and
notwithstanding the date of execution will be deemed to bear the execution date
as set forth in this Agreement. This Agreement may be executed and exchanged by
facsimile and such facsimile copies shall be valid and enforceable
agreements.


    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    

     

    Subscription Amount and
Payments.

    


    Investor
hereby subscribes for _________ (Number) of Shares for a total purchase price of
$___________________  (Number
of Shares x $.10 per Share) and hereby submits a check in the amount of
$__________________  (Number of Shares x $.10 per Share) made payable
to Custom Q,
Inc.

    


    Effective
Date.

    


    This
Agreement shall take effect upon the date of acceptance by the
Corporation.


    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    


    SUBSCRIPTION SIGNATURE
PAGE


    


    DATED at
_________________, ________________   on this ____ day of
________________,
2008.

     

    Name of
Subscriber -please print:

     

    _____________________________


     

    Subscriber's
Address:

     

    __________________________________

     

    __________________________________


     

    __________________________________


     

    e-mail
address:  __________________________________

     

    Telephone
Number:

     

    _________________________________


     

     Authorized
Signature:


     

    _________________________________


     

    Official
Capacity or Title -please print:
_________________________________


    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    

     

    ACCEPTANCE

     

    The
Corporation hereby accepts the above subscription as of this ___ day of
________________, 2008.

    


    Custom Q,
Inc.

     

    
      
        
          	
                  By:

                	 
      	 
      
	 
      	
                  Cindy
      Kostoff, President

                	 
      


        

      

    


    
      
         


      

      
        -13-