SUBSCRIPTION AGREEMENT ________________________________________

 

(A)

Subscriber recognizes that the purchase of Shares subscribed to herein involves a high degree of risk in that the Company and may require substantial funds;

 

(B)

an investment in the Company is highly speculative and only investors who can afford the loss of their entire investment should consider investing in the Company and the Shares;

 

(C)

Subscriber has such knowledge and experience in finance, securities, investments, including investment in non-listed and non registered securities, and other business matters so as to be able to protect its interests in connection with this transaction;

 

(D)

Subscriber hereby acknowledges that this offering of Shares has not been reviewed by the United States Securities and Exchange Commission ("SEC") and that the Shares are being issued by the Company pursuant to an exemption from registration provided by Section 4(2) and Rule 506 of Regulation D pursuant to the Securities Act.

 

(E)

Subscriber acknowledges that no market for the Shares presently exists and none may develop in the future and accordingly Subscriber may not be able to liquidate its investment;

 

(F)

Subscriber hereby acknowledges that this offering of Shares has not been reviewed by the United States Securities and Exchange Commission ("SEC").

 

(G)

Subscriber hereby acknowledges that the stock certificate evidencing the Shares purchased by Subscriber will contain a legend in substantially the following form:

 

(H)

Subscriber is not aware of any advertisement of the Shares.

 

(A)

The Company is a corporation duly organized, existing and in good standing under the laws of the State of Nevada and has the corporate power to conduct the business which it conducts and proposes to conduct.

 

(B)

Upon issue, the Shares will be duly and validly issued, fully paid and non-assessable Common Stock shares in the capital of the Company.

 

(C)

If at any time the Company proposes to register any of its common stock under the Securities Act, whether as a result of an offering for its own account or the account of others, excluding any registrations to be effected on Forms S-4 or S-8 or other applicable successor Forms, the Company shall, at such time, promptly give Subscriber written notice of such proposed registration and offer Subscriber the opportunity to include all or part of the shares of common stock included in each Unit in such registration statement (each, a “Piggy Back Registration”) as requested by Subscriber. All expenses incurred in connection with registrations shall be paid by the Company.