SUBSCRIPTION AGREEMENT

The Subscriber and Subscriber’s purchaser representative, if any, have received a copy of the Company’s most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and current reports on Form 8-K, if any.  The Subscriber, either alone or together with Subscriber’s purchaser representative, if any, have such knowledge and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the Company.

The Subscriber and Subscriber’s representative, if any, have had the opportunity to ask questions of and receive answers from the Company concerning the terms and conditions of the offering of the Note by the Company and to obtain any additional information Subscriber has requested which is necessary to verify the accuracy of the information furnished to the Subscriber concerning the Company and such offering.

The Subscriber is an “accredited investor” as defined in Rule 501 of Regulation D promulgated under the Act.

The Note is being purchased for the Subscriber’s own account without the participation of any other person, with the intent of holding the Note for investment and without the intent of participating, directly or indirectly, in a distribution of the Note and not with a view to, or for a resale in connection with, any distribution of the Note or any portion thereof, nor is the undersigned aware of the existence of any distribution of the Company’s securities.  Furthermore, the undersigned has no present intention of dividing such Note with others or reselling or otherwise disposing of any portion of such Note, either currently or after the passage of a fixed or determinable period of time, or upon the occurrence or nonoccurrence of any predetermined event or circumstance.

The Subscriber has no need for liquidity with respect to his purchase of a Note and is able to bear the economic risk of an investment in the Note for an indefinite period of time and is further able to afford a complete loss of such investment.

The Subscriber represents that his financial commitment to all investments (including his investment in the Company) is reasonable relative to his net worth and liquid net worth.

The Subscriber recognizes that the Note will be sold to the Subscriber without registration under any United States federal or other law relating to the registration of securities for sale.

The Subscriber is aware that any resale of the Note cannot be made except in accordance with the registration requirements of the United States Securities Act of 1933, as amended (the “Securities Act”) or an exemption therefrom.

The Subscriber represents and warrants that all offers and sales of the Note shall be made pursuant to an exemption from registration under the Act or pursuant to registration under the Act, and the Subscriber will not engage in any hedging or short selling transactions with regard to the Note or the underlying common stock.

The Subscriber is not acquiring the Note based upon any representation, oral or written, by any person with respect to the future value of, or income from, the Note but rather upon an independent examination and judgment as to the prospects of the Company.

The Subscriber understands that the Company is an early stage company, has limited operating funds and has a limited operating history.  The Subscriber appreciates and understands the risks involved with investing in a Company with a limited operating history and has read and understands the risk factors and other information set forth in the Company’s Annual Report on Form 10-K, filed on December 23, 2009, and the Company’s Quarterly Reports on Form 10-Q, filed on February 11, 2010 and August 13, 2010.  These reports and any future filings made with the SEC under Section 15(d) of the Securities Exchange Act of 1934, as amended, can be obtained by visiting the Securities and Exchange Commission’s website at http://www.sec.gov.  The Subscriber is no t relying on any other written information which may have been provided by the Company or the Company’s placement agent.

The Subscriber represents, warrants and agrees that it will not sell or otherwise transfer the Note 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 Note has 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 Note is a “restricted security,” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and it may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met.

The Company, by and through itself and/or legal counsel, has made no representations or warranties as to the suitability of the Subscriber’s investment in the Company, the length of time the undersigned will be required to own the Note, or the profit to be realized, if any, as a result of investment in the Company.  Neither the Company nor its counsel has made an independent investigation on behalf of the Subscriber, nor has the Company, by and through itself and counsel, acted in any advisory capacity to the Subscriber.

The Company, by and through itself and/or legal counsel, has made no representations or warranties that the past performance or experience on the part of the Company, or any partner or affiliate, their partners, salesmen, associates, agents, or employees or of any other person, will in any way indicate the predicted results of the ownership of the Note.

The Company has made available for inspection by the undersigned, and his purchaser representative, if any, the books and records of the Company. Upon reasonable notice, such books and records will continue to be made available for inspection by investors upon reasonable notice during normal business hours at the principal place of business of the Company.

The Note was not offered to the Subscriber by means of publicly disseminated advertisement or sales literature, nor is the Subscriber aware of any offers made to other persons by such means.

All information which the Subscriber has provided to the Company concerning the Subscriber is correct and complete as of the date set forth at the end of this Subscription Agreement, and if there should be any material adverse change in such information prior to receiving notification that this subscription has been accepted, the undersigned will immediately provide the Company with such information.

The sale of the Note by the Company has not been recommended by any United States federal or other securities commission or regulatory authority. Furthermore, the foregoing authorities have not confirmed the accuracy or determined the adequacy of this Subscription Agreement.

The Note and the underlying common stock will not be offered for sale, sold, or transferred other than pursuant to: (i) an effective registration under the Act or in a transaction otherwise in compliance with the Act; and (ii) evidence satisfactory to the Company of compliance with the applicable securities laws of other jurisdictions. The Company shall be entitled to rely upon an opinion of counsel satisfactory to it with respect to compliance with the above laws.

The Company is under no obligation to register the Note or to comply with any exemption available for sale of the Note without registration, and the information necessary to permit routine sales of securities of the Company under Rule 144 of the Act may not be available when you desire to resell them pursuant to Rule 144 of the Act. The Company is under no obligation to act in any manner so as to make Rule 144 available with respect to the Note.

There is no established market for the Note and it is not anticipated that any public market for the Note will develop in the future.

The Company may, if it so desires, refuse to permit the transfer of the Note unless the request for transfer is accompanied by an opinion of counsel acceptable to the Company to the effect that neither the sale nor the proposed transfer will result in any violation of the Act or the applicable securities laws of any other jurisdiction.

A legend indicating that the Note and the underlying common stock have not been registered under such securities laws and referring to the restrictions and transferability of the Note and the underlying common stock may be placed on the certificates or instruments delivered to the Subscriber or any substitutes thereof and any transfer agent of the Company may be instructed to require compliance therewith.

Please complete Section A, B, C and, if applicable, D, E and F.

B1.

Please check one or more of the following definitions of “accredited investor,” if any, which applies to you.  If none of the following applies to you, please leave a blank.

         (a)

A Bank as defined in Section 3(a)(2) of the Securities Act, or any savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its individual or fiduciary capacity; any broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (the “Exchange Act”); an insurance company as defined in Section 2(13) of the Securities Act; an investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(a)(48) of that act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958; any plan established and maintained by a state, or its political subdivisions, or any agency or instrumentality of a state or its political subdivisions for the benefit of its employee s, if such plan has total assets in excess of $5,000,000; 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.

         (b)

A Private Business Development Company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940.

        (c)

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

        (d)

A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of purchase exceeds $1,000,000, excluding the value of the person’s primary residence1.

        (e)

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

        (f)

Any 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 sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D.

        (g)

Any entity in which all of the equity owners are Accredited Investors.

C4.

Education:  Please describe your business and/or professional education or training, listing any schools you have attended and degrees you have received.

C5.

Prior Employment or Business Activity:  Please describe your prior employment or principal business activities during the last five years, providing all information requested below.

C6.

The undersigned will provide a financial statement if requested by the Company.

C7.

Net worth, inclusive of the net worth of your spouse and inclusive of the value of your principal residence, furnishings therein and personal automobiles):

C8.

Net worth:  Your net worth, inclusive of the net worth of your spouse and excluding the value of your principal residence, furnishings therein and personal automobiles:

C9.

Indicate (a) your individual income from all sources for the calendar years 2008 and 2009 and estimated income for 2010 or (b) your joint income with your spouse from all sources for the calendar years 2008 and 2009 and estimated income for 2010:

C10.

(a)  Was some portion of your income during your last taxable year taxed at the highest rate for income tax purposes?

 

(b)  Do you anticipate that some portion of your income during your current taxable year will be taxed at the highest rate for income tax purposes?

C11.

Investment experience:

 

(a)

The frequency with which you invest in marketable securities is:

 

(b)

The frequency with which you invest in unmarketable securities is:

D1.

General Information

 

Country of Incorporation:_____________________________________

 

Was the corporation or partnership formed for the specific purpose of purchasing securities?

 

Check if applicable to the corporation:

 

(a)

The corporation or partnership, as the case may be, has been duly incorporated or formed (if a partnership), is validly existing as a corporation or partnership in good standing under the laws of the jurisdiction of its incorporation or formation with full power and authority to enter into the transactions contemplated by the Subscription Agreement;

(b)

          (i)  The officers or partners of the undersigned who, on behalf of the undersigned, have considered the purchase of the Note and the advisers, if any, of the corporation or the partnership, as the case may be, in connection with such consideration are named below in this Questionnaire, and such officers and advisors or partners, if any, were duly authorized to act for the corporation or the partnership in reviewing such investment;

 

            (ii)  The names and positions of the officers or partners, of the undersigned who, on its behalf, have reviewed the purchase of the Note are as follows: 

 

              (iii)  In evaluating the merits and risks of the purchase of the Note, the corporation or the partnership, as the case may be, intends to rely upon the advice of, or will consult with, the following persons:

 

(c)

The officers of the corporation (if not Accredited Investors) or the partners of the partnership who, on its behalf, have considered the purchase of the Note and the advisors, if any, of the corporation or the partnership who, in connection with such consideration, together have such knowledge and experience in financial and business matters that such officer(s), partner(s) and such advisor(s), if any, together are capable of evaluating the merits and risks of the purchase of Note and of making an informed investment decision;

 

(d)

Together with any corporation or group of corporations with which it files a consolidated federal income tax return, the undersigned has reserves and/or net worth adequate to permit it to satisfy any tax or other liabilities arising from its liability with respect to the investment and the operation thereof;

 

(e)

The net worth of the corporation or the partnership is in excess of $__________________.

 

(f)

The corporation or the partnership has had, during each of the past two fiscal or tax years, gross income from all sources of at least $__________________ and $_____________________ respectively;

 

(g)

The undersigned expects the corporation or the partnership to have during the current fiscal or tax year, gross income from all sources of at least $_______________; and

 

(h)

The undersigned knows of no pending or threatened litigation the outcome of which could adversely affect the answer to any question hereunder;

 

 

Was the trust formed for the specific purpose of purchasing Securities?

 

Is any  trustee a United States person, as that term is defined in Rule 902(k) promulgated under the Securities Act?

E3.

Authorization:

If the trust was established in connection with a deferred compensation plan, please attach a copy of the trust’s organizational documents and a properly certified copy of the resolutions adopted by the trust’s board of directors authorizing the trust to purchase the Note and authorizing the trustee named below to execute on behalf of the trust all relevant documents necessary to subscribe for and purchase the Note.  In all cases, please attach a properly certified copy of the resolutions adopted by the trustees of the trust authorizing the trust to purchase the Note and authorizing the trustee named below to execute on behalf of the trust all relevant documents necessary to subscribe for and purchase the Note.

 

___________

a.

(initial)

                              The Plan requires the investment of each beneficiary or participant to be held in a segregated account and the Plan allows each beneficiary or participant to make his own investment decisions and, the decision to purchase the Note has been made by the beneficiary or the participant and such beneficiary or participant is an Accredited Investor (Please have each such beneficiary or participant execute a separate Questionnaire)

___________

b.

(initial)

The investment decisions made for the Plan are made by a plan fiduciary, whether a bank, an insurance company, or a registered investment advisor.

 (initial)

The Plan has total assets exceeding $5,000,000.

F4.

Authorization:

If the investment decision is being made by a beneficiary or participant of a Plan, please attach applicable trust documents which permit each beneficiary or participant to make his own investment decisions.  In all other cases, please attach a properly certified copy of the resolutions adopted by the trustees of the Plan trust authorizing the Plan to purchase the Note and authorizing the fiduciary named below to execute on behalf of the Plan all relevant documents necessary to subscribe for and purchase the Note.

F5.

Is any beneficiary or participant of a Plan a United States person, as that term is defined in Rule 902(k) promulgated under the Securities Act?