Note Subscription Agreement between Professional Traders Fund, LLC and Print Data Corp.

Summary

Professional Traders Fund, LLC agrees to purchase $250,000 in 12% Convertible Notes from Print Data Corp. The investor affirms it is acquiring the notes and any resulting shares for investment purposes, not resale, and acknowledges it is an accredited investor with access to relevant company information. The agreement restricts resale of the notes or shares without proper registration or exemption. The investor has reviewed related documents, including forms of the note, guarantee, security, and escrow agreements. The agreement is effective as of December 31, 2003.

EX-10.1 3 c31382_ex10-1.txt EX-10.1 NOTE SUBSCRIPTION December 31, 2003 To the Board of Directors of PRINT DATA CORP.: The undersigned hereby subscribes for US$250,000 aggregate principal amount of 12% Convertible Notes (the "NOTES") of PRINT DATA CORP., a Delaware corporation (the "COMPANY"), which Notes are substantially in the form of Annex A hereto, and agrees to pay therefor a total consideration equal to US$250,000 in cash. The undersigned hereby agrees, represents, and warrants that: (1) It is acquiring the Notes and the shares of common stock of the Company issuable upon the conversion thereof (the "CONVERSION SHARES") for its own account (and not for the account of others) for investment and not with a view to the distribution or resale thereof; (2) By virtue of its position, it has access to the same kind of information which would be available in a registration statement filed under the Securities Act of 1933, as amended (the "SECURITIES ACT"), has conducted its own due diligence review of the Company, including, without limitation, a review of the documents heretofore filed by the Company with the United States Securities and Exchange Commission, and has had the opportunity to ask question of, and receive answers from, the Company in connection therewith; (3) It is a sophisticated investor and an "accredited investor," as defined in Rule 501 of Regulation D under the Securities Act; (4) It understands that it may not sell or otherwise dispose of the Notes or the Conversion Shares in the absence of either an effective registration statement under the Securities Act or an exemption from the registration provisions of the Securities Act; (5) The Note and the certificates representing the Conversion Shares may contain a legend to the effect of (4) above; and [REMAINDER OF PAGE INTENTIONALLY BLANK] (6) It has reviewed the form of Note, the form of Guarantee and Security Agreement attached hereto as Annex B, the form of Escrow Agreement attached hereto as Annex C, the form of Instructions to the Transfer Agent attached hereto as Annex D [TBP BY PTF], the form of Opinion of Reitler Brown LLC [TBP BY PTF], corporate and securities counsel to the Company attached hereto as Annex E, the form of Side Letter attached hereto as Annex F and are satisfied with the form and substance thereof. Very truly yours, PROFESSIONAL TRADERS FUND, LLC BY: ----------------------- NAME: TITLE: ACCEPTED AS OF THE DATE SET FORTH ABOVE: PRINT DATA CORP. BY: ----------------------------- NAME: TITLE: