REGULATION S SUBSCRIPTION AGREEMENT

THE SECURITIES BEING SUBSCRIBED TO HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE " SECURITIES ACT "), OR WITH ANY SECURITIES REGULATORY AUTHORITY OF ANY JURISDICTION.  THESE SECURITIES ARE OFFERED PURSUANT TO A CLAIM OF EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF FEDERAL AND STATE SECURITIES LAWS.

THE SECURITIES BEING SUBSCRIBED TO MAY NOT BE SOLD, OFFERED, OR OTHERWISE TRANSFERRED IN THE UNITED STATES OR TO A "U.S. PERSON" UNLESS THE SECURITIES ARE REGISTERED UNDER THE SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT IS AVAILABLE.

The Company is seeking to raise capital through an offering (the “ Offering ”) to non-U.S. Persons of shares of the Company’s Common Stock, $0.001 par value per share (“ Common Stock ”).  The Subscriber desires to subscribe for the number of shares of Common Stock specified in the box above (the “ Shares ”).

NOW, THEREFORE, in consideration of the premises and the respective promises hereinafter set forth, the parties hereto hereby agree as follows:

1.            SALE AND PURCHASE OF SECURITIES .  Subject to compliance with applicable U.S and foreign securities laws, the Subscriber hereby is granted the right to subscribe for all, but not less than all, of the Shares at a price per Share equal to $2.30 (the “ Per Share Price ”) or an aggregate of the Aggregate Price specified above (the “ Aggregate Price ”).  The payment of the Aggregate Price shall be made to the Company by delivery of a certified check or through other means acceptable to the Company not later than 5:00 p.m. United States Eastern Time on the date hereof or on such other date as is acceptable to the Company.

2.            REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER . The Subscriber by his signature below hereby represents, warrants and certifies to the Company as follows:

(a)            Access to Information .  The Subscriber, in making the decision to purchase the Shares, has relied upon its independent investigations made by it and/or its representatives, if any.  Except as set forth in this Agreement, no representations, assurances or warranties have been made to the Subscriber or its advisers, by the Company or by any of its respective officers, directors, agents, employees, or affiliates, nor anyone else on their behalf, concerning, among other things, the future profitability of the Company or the Subscriber’s investment in it.  The Subscriber and/or its representatives during the course of this transaction, and prior to the purchase of any Shares, has had the opportunity to ask questions of and receive answers from the management of the Company concerning the business of the Company and to receive any additional information, documents, records and books relative to the business, assets, financial condition, results of operations and liabilities (contingent or otherwise) of the Company.  The Subscriber has obtained copies of the reports filed by the Company with the Securities and Exchange Commission (the “ SEC ”) since the filing of the Company’s last annual report on Form 10-K (the “ SEC Filings ”), including the Company’s most recently filed quarterly and current reports filed with the SEC and has carefully reviewed all of the information contained in the SEC Filings, including the risk factors contained in such reports and fully understands all of the disclosure contained therein.  The Subscriber recognizes that the Shares as an investment involve significant risks.

(b)            Sophistication and Knowledge .  The Subscriber and/or its representatives has such knowledge and experience in financial and business matters that it can represent itself and is capable of evaluating the merits and risks of the purchase of the Shares.  The Subscriber is not relying on the Company with respect to the tax and other economic considerations of an investment in the Shares, and the Subscriber has relied on the advice of, or has consulted with, only the Subscriber's own advisor(s).  The Subscriber represents that it has not been organized for the purpose of acquiring the Shares.

(c)            Lack of Liquidity .  The Subscriber acknowledges that the purchase of the Shares involves a high degree of risk and further acknowledges that it can bear the economic risk of the purchase of the Shares, including the total loss of its investment.  The Subscriber acknowledges and understands that the Shares may not be sold to a U.S. Person (as hereinafter defined) or into the United States for a period of six (6) months from the date of purchase and that Subscriber has no present need for liquidity in connection with its purchase of the Shares.

(d)            No Public Solicitation .  The Subscriber is not subscribing for the Shares as a result of or subsequent to any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or broadcast over television or radio, or presented at any seminar or meeting, or any solicitation of a subscription by a person not previously known to the Subscriber in connection with investments in securities generally.  Neither the Company nor the Subscriber has engaged in any ‘Directed Selling Efforts in the U.S.’ as defined in Regulation S promulgated by the SEC pursuant to The Securities Act of 1933, as amended (the “ Securities Act ”).

(e)            Authority .  The Subscriber has full right and power to enter into and perform pursuant to this Agreement and make an investment in the Company, and this Agreement constitutes the Subscriber’s valid and legally binding obligation, enforceable in accordance with its terms.  The Subscriber is authorized and otherwise duly qualified to purchase and hold the Shares and to enter into this Agreement.

(f)            Brokers or Finders .  No person has or will have, as a result of the transactions contemplated by this Agreement, any right, interest or valid claim against or upon the Company for any commission, fee or other compensation as a finder or broker because of any act or omission by such Subscriber or its respective agents.

(g)            Compliance with Local Laws .  Any resale of the Shares during the ‘distribution compliance period’ as defined in Rule 902(f) to Regulation S shall only be made in compliance with exemptions from registration afforded by Regulation S.  Further, any such sale of the Shares in any jurisdiction outside of the United States will be made in compliance with the securities laws of such jurisdiction.  Subscriber will not offer to sell or sell the Shares in any jurisdiction unless the Subscriber obtains all required consents, if any.

(h)            Regulation S Exemption .  The Subscriber understands, acknowledges and agrees that the offering and sale of the Shares to the Subscriber has not been registered under the Securities Act or under any state securities laws or regulations and that the Shares are being offered and sold to it in reliance on an exemption from the registration requirements of United States federal and state securities laws under Regulation S promulgated under the Securities Act and that the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of the Subscriber set forth herein in order to determine the applicability of such exemptions and the suitability of the Subscriber to acquire the Shares.  In this regard, the Subscriber represents, warrants and agrees that:

(i)           The Subscriber is not a U.S. Person (as defined below) and is not an affiliate (as defined in Rule 501(b) under the Securities Act) of the Company.  A U.S. Person means any one of the following:

1)           any natural person resident in the United States of America;

2)           any partnership or corporation organized or incorporated under the laws of the United States of America;

3)           any estate of which any executor or administrator is a U.S. person;

4)           any trust of which any trustee is a U.S. person;

5)           any agency or branch of a foreign entity located in the United States of America;

6)           any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary for the benefit or account of a U.S. person;

7)           any discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated or (if an individual) resident in the United States of America; and

8)           any partnership or corporation if:

a.           organized or incorporated under the laws of any foreign jurisdiction; and

b.           formed by a U.S. person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned, by accredited investors   (as defined in Rule 501(a) under the Securities Act) who are not natural persons, estates or trusts.

(ii)