Preview | Subscription Agreement |

WHEREAS, the Company is offering up to $2,000,000 in Units (the Units), on a best efforts basis, at a price of $50,000.00 per Unit. Each Unit consists of (i) 200,000 shares of the Companys common stock $0.001 par value (the Common Stock) and (ii) 100,000 warrants (the Warrant) each to purchase one share of the Companys Common Stock which is exercisable at a price of $0.50 and which expires in three years;

1.1 Subject to the terms and conditions hereinafter set forth and in the Confidential Private Placement Memorandum dated October 2006 (such memorandum, together with all amendments thereof and supplements and exhibits thereto, the Memorandum), the Subscriber hereby irrevocably subscribes for and agrees to purchase from, and the Company agrees to sell to the Subscriber, such number of Units which is set forth on the signature page hereof. The purchase price is payable by personal or business check or money order made payable to CST&T AAF TRS Escrow Account contemporaneously with the execution and delivery of this Agreement by the Subscriber. Subscribers may also pay the subscription amount by, wire transfer of immediately available funds to:

1.2 The Subscriber recognizes that the purchase of the Units involves a high degree of risk including, but not limited to, the following: (a) the Company remains a development stage business with limited operating history and requires substantial funds in addition to the proceeds of the Offering; (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 Units; (c) the Subscriber may not be able to liquidate its investment; (d) transferability of the Units, including the Common Stock, into which the Units are convertible and Warrants and the Common Stock issuable upon exercise of the Warrants (defined below) (sometimes hereinafter collectively referred to as the Securities) is extremely limited; (e) in the event of a disposition, the Subscriber could sustain the loss of its entire investment; (f) the Company has not paid any dividends since its inception and does not anticipate paying any dividends; and (g) the Company may issue additional securities in the future which have rights and preferences that are senior to those of the Common Stock. Without limiting the generality of the representations set forth in Section 1.5 below, the Subscriber represents that the Subscriber has carefully reviewed the section of the Memorandum captioned Risk Factors.

1.3 The Subscriber represents that the Subscriber is an accredited investor as such term is defined in Rule 501 of Regulation D (Regulation D) promulgated under the Securities Act of 1933, as amended (the Securities Act), as indicated by the Subscribers responses to the questions contained in Article VII hereof, and that the Subscriber is able to bear the economic risk of an investment in the Units.

1.4 The Subscriber hereby acknowledges and represents that (a) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, including investment in securities that are non-listed, unregistered and/or not traded on a national securities exchange nor on the National Association of Securities Dealers, Inc. (the NASD) automated quotation system (NASDAQ), or the Subscriber has employed the services of a purchaser representative (as defined in Rule 501 of Regulation D), attorney and/or accountant to read all of the documents furnished or made available by the Company both to the Subscriber and to all other prospective investors in the Units to evaluate the merits and risks of such an investment on the Subscribers behalf; (b) the Subscriber recognizes the highly speculative nature of this investment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes.

	Name:	Continental Stock Transfer & Trust Co.
		AAF TRS ESCROW ACCOUNT
	Or:	CST&T AAF TRS ESCROW ACCOUNT
	Bank:	JP Morgan Chase, NY
	Account:	530-060116
	ABA:	021000021