Common use of Description of the Offering Clause in Contracts

Description of the Offering. This Subscription Agreement is for units (the “Units”) comprised of a 10% Convertible Debenture (the “Debenture”) and warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $.001 per share (the “Common Stock”). This Offering (the “Offering”) is made only to accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) and who have no need for liquidity in their investments. The Offering is for an investment of $100,000.00. However, the Company reserves the right, in its sole discretion, to accept fractional subscriptions. Prior to this Offering there was no public market for the Debenture, the Warrants or the Common Stock, and no assurance can be given that a market will develop for the Debentures, or the, the Warrants or Common Stock, if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the same. THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

Description of the Offering. This Subscription Agreement is for units a maximum of 20,000,000 Units (the “UnitsMaximum Offering”) ). Each Unit is comprised of a 10% Convertible Debenture (the “Debenture”) and warrants (the “Warrants”) to purchase shares one share of the Company’s common stock, par value $.001 per share 0.0001 (the a “Common Stock”), and one Common Share purchase warrant (each whole warrant, a “Warrant”) to purchase two additional Common Shares (each, a “Warrant Share”) at an exercise price of $0.20 USD per Warrant Share, subject to certain adjustments, over a 18-month exercise period following the date of issuance of the Warrant. The Units are being offered at a purchase price of $0.10 USD per Unit on a “best efforts” basis. This Offering (the “Offering”) is made only to accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) and who have no need for liquidity in their investments. The Offering As of this Offering, there is for an investment of $100,000.00. However, the Company reserves the right, in its sole discretion, to accept fractional subscriptions. Prior to this Offering there was no a limited public market for the Debenture, the Warrants or the Common Stock, Stock and no assurance can be given that a the market will develop for the Debenturesfurther develop, or the, the Warrants or Common Stock, if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the same. The Common Stock is currently quoted on the OTCQB under the symbol “WKSP.” THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PURSAUNT TO SECTION 506(C) AND SUCH STATE LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

Description of the Offering. This Subscription Agreement is for units (the “Units”) comprised of a 10% Convertible Debenture (the “Debenture”) and warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $.001 per share (the “Common Stock”). This Offering (the “Offering”) is made only to accredited investors who qualify as accredited investors pursuant to the suitability standards for such investors described under Regulation D of the United States Securities Act of 1933, as amended (the “Securities Act”) and ), who have no need for liquidity in their investments. The Offering is for an investment of $100,000.00. However, the Company reserves the right, in its sole discretion, to accept fractional subscriptions. Prior to this Offering there was no public market for the Debenture, the Warrants or the Common Stock, Stock and no assurance can be given that a market will develop for the Debenturesdevelop, or the, the Warrants or Common Stock, if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the same. THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH APPLICABLE LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH APPLICABLE LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

Description of the Offering. This Subscription Agreement Offering (the “Offering”) is for units (the “Units”) to purchase securities of the Company, with a Unit being comprised of a 10% Convertible Debenture 1,136,363 (the “Debenture”One Million One Hundred Thirty Six Three Hundred Sixty Three) and warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $.001 per share stock (the “Shares”) and a warrant (“Warrant”) to purchase 568,181 (Five hundred Sixty Eight Thousand One Hundred Eighty One Dollars) shares of the Company’s Common StockStock (“Warrant Shares”), at an exercise price of $0.022, and expiring in three years (the Units, the Shares, the Warrant, and the Warrant Shares are sometimes referred to herein as the “Securities”). This Offering The Company is offering Units on a “best efforts” basis for $25,000 per Unit, with a maximum of 40 Units for a maximum offering amount of $1,000,000 (the “Maximum Offering”) ); however, the Board of Directors of the Company reserves the right, in its sole discretion, to increase the Maximum Offering. The Offering is being made only to accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) and who have no need for liquidity in their investments. Prior to this Offering there was no public market for the Securities and no assurance can be given that a market will develop for the Securities or if developed, that it will be maintained so that any subscribers in this offering may avail any benefit form the same. The Offering is for an investment of $100,000.00. However, the Company reserves the right, in its sole discretion, to accept fractional subscriptions. Prior The Company has not engaged the services of a placement agent, but reserves the right in its sole discretion to this Offering there was no public market for do so in the Debenture, the Warrants or the Common Stock, and no assurance can be given that a market will develop for the Debentures, or the, the Warrants or Common Stock, if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the samefuture. THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

Description of the Offering. This Subscription Agreement is for units shares (the “UnitsShares”) comprised of a 10% Convertible Debenture (the “Debenture”) and warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $.001 0.001 per share (the “Common Stock”)) at a purchase price of $0.50 per share. This Offering Company is offering (the “Offering”) is made only up to Ten Million Shares for an offering amount up to Five Million Dollars ($5,000,000) (the “Maximum Offering”), solely to accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) and who have no need for liquidity in their investments. The Offering is for an investment of $100,000.00. However, the Company reserves the right, in its sole discretion, to accept fractional subscriptions. Prior to this Offering there was no only a limited public market for the Debenture, the Warrants or the Common Stock, Shares and no assurance can be given that a market will develop for the Debenturesdevelop, or the, the Warrants or Common Stock, if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the same. THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

Description of the Offering. This Subscription Agreement is for units Offering (the “UnitsOffering”) comprised of a 10% Convertible Debenture is being made solely to holders (the “DebentureWarrantholders”) and warrants of the Company’s $1.00 Warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $.001 0.001 per share (the “Common Stock”). Currently, each Warrant is exercisable at the exercise price of $1.00 per share of Common Stock for each Warrant exercisable. The Company is offering to the Warrant holders the opportunity to exercise their Warrants at the exercise price of $.75 per share. Accordingly, Warrant holders who subscribe to the Offering will receive one (1) share of Common Stock per Warrant exercised at an exercise price of $.75 per share. This Offering (the “Offering”) is made only to Warrantholders that are accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) and who have no need for liquidity in their investments. The Offering There is for an investment of $100,000.00no minimum exercise amount. However, Warrantholders must exercise all, but not less than all, of their Warrants unless the Company reserves the rightCompany, in its sole discretion, to accept accepts fractional subscriptions. Prior to this Offering there was no only a limited public market for the Debenture, the Warrants or the Common Stock, Stock and no assurance can be given that a market will develop for the Debentures, or the, the Warrants or Common Stock, if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the same. THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

Description of the Offering. This Subscription Agreement is for units (the “Units”) comprised of a 10% Convertible Debenture (the “Debenture”) and warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $.001 per share (the “Common Stock”). This Offering (the “Offering”) is made only to accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D S of the Securities Act of 1933, as amended (the “Securities Act”) and who have no need for liquidity in their investments. The Offering As of this Offering, there is for an investment of $100,000.00. However, the Company reserves the right, in its sole discretion, to accept fractional subscriptions. Prior to this Offering there was no a limited public market for the Debenture, the Warrants or the Common Stock, Stock and no assurance can be given that a the market will develop for the Debenturesfurther develop, or the, the Warrants or Common Stock, if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the same. The Common Stock is currently quoted on the OTCQB under the symbol “FNHI.” THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

Description of the Offering. This Subscription Agreement is for units (the “Units”) comprised of a 10% Convertible Debenture the Company’s common stock, par value $0.001 per share (the “DebentureCommon Stock”) and warrants (the “Warrants”) to purchase shares of the Company’s common stockCommon Stock. Each Unit consists of 10,000 shares of Common Stock, par value $.001 0.001 per share plus Warrants to purchase an additional 5,000 Common Stock at an exercise price of $1.00 per share, which expire in three (the “Common Stock”)3) years, for a purchase price of $5,000 per Unit. This The Company is Offering (the “Offering”) is made the Units through the Company only to accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) amended, and who have no need for liquidity in their investments. The Offering offering is for an a minimum investment of $100,000.00. However10,000, however, the Company reserves the right, in its sole discretion, to accept fractional subscriptions. The Company may, in its sole discretion, elect to use the services of a placement agent to sell the Units. It is anticipated that if a placement agent is used the Company may pay commissions in the amount of ten percent (10%) for such services. Prior to this Offering there was no only a limited public market for the Debenture, the Warrants or the Common Stock, Stock and no assurance can be given that a market will develop for the Debentures, or the, the Warrants or Common Stock, if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the same. THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH APPLICABLE LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

Description of the Offering. This Subscription Agreement Offering (the “Offering”) is for being made solely to holders (the “Warrantholders”) of certain of the Company’s warrants, excluding those purchased in the Company’s offering closed July 7, 2009 (the “Original Warrants”) to purchase units (the “Units”) comprised consisting of a 10% Convertible Debenture (the “Debenture”) and warrants (the “Warrants”) to purchase 20,000 shares of the Company’s common stock, par value $.001 0.001 per share (the “Common Stock”) and warrants (the “Warrant Shares”) to purchase an additional 20,000 shares of Common Stock, at an exercise price of $1.00 per share, which expire in three (3) years. The form of the Warrant is attached hereto as Appendix “A”. The Units are being offered at the price of $10,000 per Unit (the “Unit Price”). The Subscriber shall have the right to purchase a number of Units equal to the amount the Subscriber invested when they acquired the Original Warrants divided by the Unit Price. This Offering (the “Offering”) is made only to Warrantholders that are accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) amended, and who have no need for liquidity in their investments. The Offering is for an a minimum investment of $100,000.00. However10,000, but the Company reserves Warrantholders must exercise their Original Warrants by returning the rightoriginal form thereof along with the exercise price to purchase all, but not less than all, of the Units equal to the number shares subscribed for in connection with the Original Subscription unless the Company, in its sole discretion, to accept accepts fractional subscriptions. Prior to this Offering there was no only a limited public market for the Debenture, the Warrants or the Common Stock, Stock and no assurance can be given that a market will develop for the Debentures, or the, the Warrants or Common Stock, if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the same. THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH APPLICABLE LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

Description of the Offering. This Subscription Agreement The Company is for units offering (the “UnitsOffering”) comprised of a 10% Convertible Debenture shares (the “DebentureShares”) and warrants (the “Warrants”) to purchase shares of the Company’s its common stock, par value $.001 0.001 per share (the “Common Stock”)) at the purchase price of $0.64 per share. This The Offering (the “Offering”) is being made only to accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) and who have no need for liquidity in their investments. The Prior to this Offering is there was no public market for an investment of $100,000.00the Securities and no assurance can be given that a market will develop for the Securities or if developed, that it will be maintained so that any subscribers in this offering may avail any benefit form the same. However, the Company reserves the right, in its sole discretion, to accept fractional subscriptions. Prior The Company has not engaged the services of a placement agent, but reserves the right in its sole discretion to this Offering there was no public market do so in the future. If a placement agent is retained, it is anticipated the Company would be required to pay fees of funds it has actually raised for the Debenture, sale of the Warrants or the Common Stock, and no assurance can be given that a market will develop for the Debentures, or the, the Warrants or Common Stock, if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the sameShares of commissions equal to approximately ten percent (10%). THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

Description of the Offering. This Subscription Agreement is for units shares (the “UnitsShares”) comprised of a 10% Convertible Debenture (the “Debenture”) and warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $.001 0.001 per share (the “Common Stock”)) at a purchase price of $0.0227 per share. This Offering Company is offering (the “Offering”) is made only the Shares, solely to accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) and who have no need for liquidity in their investments. The Offering is for an investment of $100,000.00. However, the Company reserves the right, in its sole discretion, to accept fractional subscriptions. Prior to this Offering there was no only a limited public market for the Debenture, the Warrants or the Common Stock, Shares and no assurance can be given that a market will develop for the Debenturesdevelop, or the, the Warrants or Common Stock, if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the same. THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

Description of the Offering. This Subscription Agreement is for units (the “Units”) comprised of a 10% Convertible Debenture the Company’s common stock, par value $0.001 per share (the “DebentureCommon Stock”) and warrants (the “Warrants”) to purchase shares of the Company’s common stockCommon Stock. Each Unit consists of 10,000 shares of Common Stock, par value $.001 0.001 per share plus Warrants to purchase an additional 5,000 Common Stock at an exercise price of $1.00 per share, which expire in five (the “Common Stock”)5) years, for a purchase price of $5,000 per Unit. This The Company is Offering (the “Offering”) is made the Units through the Company only to accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) amended, and who have no need for liquidity in their investments. The Offering offering is for an a minimum investment of $100,000.00. However10,000, however, the Company reserves the right, in its sole discretion, to accept fractional subscriptions. The Company may, in its sole discretion, elect to use the services of a placement agent to sell the Units. It is anticipated that if a placement agent is used the Company may pay commissions in the amount of ten percent (10%) for such services. Prior to this Offering there was no only a limited public market for the Debenture, the Warrants or the Common Stock, Stock and no assurance can be given that a market will develop for the Debentures, or the, the Warrants or Common Stock, if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the same. THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH APPLICABLE LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

Description of the Offering. This Subscription Agreement The Company is for units offering (the “UnitsOffering”) comprised of a 10% Convertible Debenture (the “Debenture”) and warrants (the “Warrants”) to purchase shares of the Company’s its common stock, par value $.001 0.001 per share (the “Common Stock”)) at the purchase price of $0.40 per share. This Offering The Company is offering on a “best efforts” basis a minimum of 1,250,000 shares of Common Stock for an aggregate minimum offering amount of $500,000 (the “Minimum Offering”) and a maximum of 1,875,000 shares of Common Stock for a maximum offering amount of $750,000 (the “Maximum Offering”). The Offering will continue until subscriptions for the Maximum Offering are received or until January 15, 2010 (the “Offering Period”), unless extended an additional thirty (30) days by the Company, in its sole discretion. The Offering is being made only to accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) and who have no need for liquidity in their investments. Prior to this Offering there was no public market for the Securities and no assurance can be given that a market will develop for the Securities or if developed, that it will be maintained so that any subscribers in this offering may avail any benefit form the same. The Offering is for an investment of $100,000.00. However, the Company reserves the right, in its sole discretion, to accept fractional subscriptions. Prior The Company has not engaged the services of a placement agent, but reserves the right in its sole discretion to this Offering there was no public market do so in the future. If a placement agent is retained, it is anticipated the Company would be required to pay fees of funds it has actually raised for the Debenture, sale of the Warrants or the Common Stock, and no assurance can be given that a market will develop for the Debentures, or the, the Warrants or Common Stock, if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the sameShares of commissions equal to approximately ten percent (10%). THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

Description of the Offering. This Subscription Agreement is for units (the “Units”) comprised of a 10% Convertible Debenture (the “Debenture”) and warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $.001 per share (the “Common Stock”). This Offering (the “Offering”) is made only to accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D S of the Securities Act of 1933, as amended (the “Securities Act”) and who have no need for liquidity in their investments. The Offering As of this Offering, there is for an investment of $100,000.00. However, the Company reserves the right, in its sole discretion, to accept fractional subscriptions. Prior to this Offering there was no a limited public market for the Debenture, the Warrants or the Common Stock, Stock and no assurance can be given that a the market will develop for the Debenturesfurther develop, or the, the Warrants or Common Stock, if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the same. The Common Stock is quoted on the OTCQB under the symbol “ALTB.” THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

Description of the Offering. This Subscription Agreement is for units Offering (the “UnitsOffering”) comprised of a 10% Convertible Debenture is being made solely to holders (the “DebentureWarrantholders”) and warrants of the Company’s $2.50 Warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $.001 0.001 per share (the “Common Stock”). Currently, each Warrant is exercisable at the exercise price of $2.50 per share of Common Stock for each Warrant exercisable. The Company is offering to the Warrant holders the opportunity to exercise their Warrants at the exercise price of $1.00 per share. Accordingly, Warrant holders who subscribe to the Offering will receive one (1) share of Common Stock per Warrant exercised at an exercise price of $1.00 per share. This Offering (the “Offering”) is made only to Warrantholders that are accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) and who have no need for liquidity in their investments. The Offering There is for an investment of $100,000.00no minimum exercise amount. However, Warrantholders must exercise all, but not less than all, of their Warrants unless the Company reserves the rightCompany, in its sole discretion, to accept accepts fractional subscriptions. Prior to this Offering there was no only a limited public market for the Debenture, the Warrants or the Common Stock, Stock and no assurance can be given that a market will develop for the Debentures, or the, the Warrants or Common Stock, if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the same. THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

Description of the Offering. This Subscription Agreement is for units (the “Units”) comprised consisting of a 10% Convertible Debenture (the “Debenture”) and warrants (the “Warrants”) to purchase 200,000 shares of the Company’s common stock, par value $.001 per share (the “Common Stock”)) and 100,000 Class A Warrants (the “Warrants”) at an exercise price of $0.25 per each Warrant exercised. This Offering (the “Offering”) is made only to accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) and who have no need for liquidity in their investments. The Offering is for an Units are being offered at the minimum investment of $100,000.00100,000. However, the Company reserves the right, in its sole discretion, to accept fractional subscriptions. Prior to this Offering there was no public market for the Debenture, the Warrants or the Common Stock, Units and no assurance can be given that a market will develop for the DebenturesUnits, or the, the Warrants or Common Stock, if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the same. THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

Description of the Offering. This Subscription Agreement is for units (the “Units”) comprised of a 10% Convertible Debenture (the “Debenture”) and warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $.001 0.01 per share (the “Common Stock”). This Offering (the “Offering”) is made only to accredited investors who qualify a non-U.S. Person, as accredited investors pursuant to the suitability standards for investors described such term is defined under Regulation D S of the Securities Act of 1933, as amended (the “Securities Act”) and who have no need for liquidity in their investments). The Offering As of this Offering, there is for an investment of $100,000.00. However, the Company reserves the right, in its sole discretion, to accept fractional subscriptions. Prior to this Offering there was no a limited public market for the Debenture, the Warrants or the Common Stock, Stock and no assurance can be given that a the market will develop for the Debenturesfurther develop, or the, the Warrants or Common Stock, if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the same. The Common Stock is currently quoted on the OTCPink under the symbol “THCC.” THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT PURSUANT TO REGULATION S AS PROMULGATED UNDER THE SECURITIES ACT AND SUCH STATE LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

Description of the Offering. This Subscription Agreement is for units (the “Units”) comprised of a 10% Convertible Debenture (the “Debenture”) and warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $.001 per share (the “Common Stock”)) and warrants (the “Warrants”) to purchase shares of Common Stock. This Each Unit consists 100,000 shares of Common Stock, par value $0.001 per share plus 50,000 Warrants to purchase Common Stock at an Exercise Price of $2.00 per share for a purchase price of $100,000 per Unit. The Company is Offering (the “Offering”) is made a minimum of five (5) Units (the “Minimum Offering”) and a maximum of one hundred fifty (150) Units (the “Maximum Offering”) through the Company only to accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) and who have no need for liquidity in their investments. The Offering is for an a minimum investment of $100,000.00. However100,000, however, the Company reserves the right, in its it sole discretiondiscretion , to accept fractional subscriptions. Prior he Company may, in its sole discretion, elect to this Offering there was no public market use the services of a placement agent to sell the Units. It is anticipated that if a placement agent is used the Company may pay commissions in the amount of ten percent (10%) for the Debenture, the Warrants or the Common Stock, and no assurance can be given that a market will develop for the Debentures, or the, the Warrants or Common Stock, if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the samesuch services. THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

Description of the Offering. This Subscription Agreement is for units (the “Units”) comprised of a 10% Convertible Debenture (the “Debenture”) and warrants (the “Warrants”) to purchase shares of the Company’s 's common stock, par value $.001 per share (the “"Common Stock”"). This Offering (the “"Offering”") is made only to accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D S of the Securities Act of 1933, as amended (the “"Securities Act”") and who have no need for liquidity in their investments. The Offering As of this Offering, there is for an investment of $100,000.00. However, the Company reserves the right, in its sole discretion, to accept fractional subscriptions. Prior to this Offering there was no a limited public market for the Debenture, the Warrants or the Common Stock, Stock and no assurance can be given that a the market will develop for the Debenturesfurther develop, or the, the Warrants or Common Stock, if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the same. The Common Stock is currently quoted on the OTCQB under the symbol "FNHI." THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

Description of the Offering. This Subscription Agreement is for units shares (the “UnitsShares”) comprised of a 10% Convertible Debenture (the “Debenture”) and warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $.001 per share (the “Common Stock”)) and warrants (the “Warrants”) to purchase shares of Common Stock. This Offering (the “Offering”) is being made only to accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) and who have no need for liquidity in their investments. The Offering is for an a minimum investment of $100,000.00250,000.00. However, the Company reserves the right, in its their sole discretion, to accept fractional subscriptions. Prior to this Offering there was no public market for the Debenture, `Shares or the Warrants or the Common Stock, and no assurance can be given that a market will develop for the Debentures, Shares or the, the Warrants or Common Stockor, if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the same. THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

Description of the Offering. This Subscription Agreement is for units shares (the “UnitsShares”) comprised of a 10% Convertible Debenture (the “Debenture”) and warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $.001 per share (the “Common Stock”)) and warrants (the “Warrants”) to purchase shares of Common Stock. This Offering (the “Offering”) is being made only to accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) and who have no need for liquidity in their investments. The Offering is for an a minimum investment of $100,000.00250,000.00. However, the Company reserves the right, in its sole discretion, to accept fractional subscriptions. Prior to this Offering there was no public market for the Debenture, Shares or the Warrants or the Common Stock, and no assurance can be given that a market will develop for the Debentures, Shares or the, the Warrants or Common Stockor, if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the same. THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

Description of the Offering. This Subscription Agreement is for units offering (the “UnitsOffering”) comprised of a 10% Convertible Debenture is for shares (the “DebentureShares”) and warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $.001 0.001 per share (the “Common Stock”). This The Offering shall be for the aggregate offering amount of Six Hundred Thousand Dollars ($600,000) (the “OfferingOffering Amount”). The Company is offering the Shares on a “best efforts” basis. The Offering will occur simultaneously upon the consummation of the merger (the “Merger”) among the Company, LB Media Group, LLC, a Colorado limited liability company (“LB”), and LB Acquisition Corp., a Colorado corporation (“Acquisition”). Following the Merger, LB will become a wholly-owned subsidiary of the Company and the Company will change its name to “Leafbuyer Technologies, Inc.”, or such similar name as is available, and adopt the business plan of LB. The Merger is contingent upon the Company consummating the Offering and selling shares in the Offering Amount which shall be used as part of the Merger consideration payable to the equityholders of LB. The Offering is being made only to accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) and who have no need for liquidity in their investments. Prior to this Offering there was no public market for any of the Securities and no assurance can be given that a market will develop for the Securities or if developed, that it will be maintained so that any subscribers in this offering may avail any benefit from the same. The Offering is for an investment of $100,000.00. However, the Company reserves the right, in its sole discretion, to accept fractional subscriptions. Prior to this Offering there was no public market for the Debenture, the Warrants or the Common Stock, and no assurance can be given that a market will develop for the Debentures, or the, the Warrants or Common Stock, if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the same. THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTOR NOTICES THIS SUBSCRIPTION AGREEMENT IS BEING FURNISHED TO PROSPECTIVE INVESTORS ON A CONFIDENTIAL BASIS FOR USE SOLELY IN CONNECTION WITH THE CONSIDERATION OF AN INVESTMENT IN THE SECURITIES. THIS OFFERING IS INTENDED TO BE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND IS BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. NO MARKET FOR THE SECURITIES HAS YET TO DEVELOP. EVEN IF SUCH MARKET DEVELOPS, THE SECURITIES CANNOT BE PUBLICLY SOLD WITHOUT REGISTRATION UNDER THE SECURITIES ACT, UNLESS AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE. NO SUCH REGISTRATION IS CURRENTLY CONTEMPLATED. ACCORDINGLY, ONLY PERSONS WHO DO NOT REQUIRE LIQUIDITY WITH RESPECT TO THEIR INVESTMENT SHOULD PURCHASE THE SECURITIES OFFERED IN THIS OFFERING (THE “SECURITIES”). THE SALE OF THE SECURITIES HAS NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE "SEC"), ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THESE AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THIS SUBSCRIPTION AGREEMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL AND IS A CRIMINAL OFFENSE. THIS SUBSCRIPTION AGREEMENT DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR IN ANY OTHER JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED. THE SECURITIES ARE OFFERED SUBJECT TO THE RIGHT OF THE COMPANY IN ITS SOLE DISCRETION TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART. EACH PURCHASER OF THE SECURITIES OFFERED HEREBY MUST BE AN "ACCREDITED INVESTOR" WITHIN THE MEANING OF REGULATION D PROMULGATED BY THE SEC UNDER THE SECURITIES ACT. AN INVESTMENT IN THE COMPANY IS HIGHLY SPECULATIVE AND INVOLVES A SIGNIFICANT DEGREE OF RISK. INVESTORS SHOULD HAVE THE FINANCIAL ABILITY AND WILLINGNESS TO ACCEPT SUCH RISKS AS WELL AS THE LACK OF LIQUIDITY THAT IS CHARACTERISTIC OF THE INVESTMENTS DESCRIBED HEREIN. ONLY PERSONS WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT SHOULD PURCHASE THE SECURITIES. THIS SUBSCRIPTION AGREEMENT IS CONFIDENTIAL AND PROPRIETARY AND IS BEING FURNISHED BY THE COMPANY TO PROSPECTIVE INVESTORS IN CONNECTION WITH THE OFFERING OF THE SECURITIES EXEMPT FROM REGISTRATION UNDER THE ACT SOLELY FOR SUCH INVESTORS' CONFIDENTIAL USE WITH THE EXPRESS UNDERSTANDING THAT, WITHOUT PRIOR WRITTEN PERMISSION FROM THE COMPANY, SUCH PERSONS WILL NOT RELEASE THIS SUBSCRIPTION AGREEMENT OR DISCUSS THE INFORMATION CONTAINED HEREIN OR MAKE REPRODUCTION OF OR USE THIS SUBSCRIPTION AGREEMENT FOR ANY PURPOSE OTHER THAN EVALUATION OF POTENTIAL INVESTMENT IN THE SECURITIES. THIS SUBSCRIPTION AGREEMENT IS INDIVIDUALLY DIRECTED TO EACH PROSPECTIVE INVESTOR AND DOES NOT CONSTITUTE AN OFFER TO ANY OTHER PERSON OR TO THE PUBLIC GENERALLY TO SUBSCRIBE FOR OR OTHERWISE ACQUIRE THE SECURITIES. DISTRIBUTION OF THIS SUBSCRIPTION AGREEMENT TO ANY PERSON OTHER THAN THE PROSPECTIVE INVESTOR WHOSE NAME APPEARS ON THE SIGNATURE PAGE HEREOF, AND THOSE PERSONS, IF ANY, RETAINED TO ADVISE SUCH PROSPECTIVE INVESTOR WITH RESPECT THERETO, IS UNAUTHORIZED, AND ANY DISCLOSURE OF ANY OF ITS CONTENTS, WITHOUT THE PRIOR WRITTEN CONSENT OF THE COMPANY, IS PROHIBITED. EXCEPT AS OTHERWISE INDICATED, THIS SUBSCRIPTION AGREEMENT SPEAKS AS OF THE DATE HEREOF. NEITHER THE DELIVERY OF THIS SUBSCRIPTION AGREEMENT NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE STATUS OR AFFAIRS OF THE COMPANY AFTER THE DATE HEREOF. THIS SUBSCRIPTION AGREEMENT DOES NOT PURPORT TO BE ALL-INCLUSIVE OR TO CONTAIN ALL THE INFORMATION THAT A PROSPECTIVE INVESTOR MAY DESIRE IN EVALUATING THE COMPANY. EACH INVESTOR MUST CONDUCT AND RELY ON ITS OWN EVALUATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT DECISION WITH RESPECT TO THE SECURITIES. INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS SUBSCRIPTION AGREEMENT AS LEGAL, BUSINESS OR TAX ADVICE. EACH INVESTOR SHOULD CONSULT SUCH INVESTOR'S OWN ATTORNEY, BUSINESS ADVISOR AND TAX ADVISORS AS TO THE LEGAL, BUSINESS, TAX AND RELATED MATTERS CONCERNING THE INVESTMENT DESCRIBED IN THIS SUBSCRIPTION AGREEMENT AND ITS SUITABILITY FOR SUCH PROSPECTIVE INVESTOR. SEE "RISK FACTORS". NO SALE WILL BE MADE TO ANY PERSON WHO CANNOT DEMONSTRATE COMPLIANCE WITH THE SUITABILITY STANDARDS DESCRIBED IN THIS SUBSCRIPTION AGREEMENT. IF YOU ARE IN ANY DOUBT AS TO THE SUITABILITY OF AN INVESTMENT IN THE SECURITIES, DETAILS OF WHICH ARE GIVEN IN THIS SUBSCRIPTION AGREEMENT, YOU SHOULD CONSULT YOUR INVESTMENT ADVISER. NO SUBSCRIPTIONS WILL BE ACCEPTED FROM RESIDENTS OF ANY STATE UNLESS THE COMPANY, UPON CONSULTATION WITH ITS COUNSEL, IS SATISFIED THAT THE OFFERING IS IN COMPLIANCE WITH THE LAWS OF SUCH STATE. THE COMPANY RESERVES THE RIGHT, IN ITS SOLE DISCRETION AND FOR ANY REASON WHATSOEVER, TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A PORTION OF THE OFFERING AND/OR TO ACCEPT OR REJECT IN WHOLE OR IN PART ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY PROSPECTIVE INVESTOR LESS THAN THE SECURITIES THAT SUCH INVESTOR DESIRES TO PURCHASE. THE COMPANY SHALL HAVE NO LIABILITY WHATSOEVER TO ANY SUBSCRIBER AND/OR INVESTOR IN THE EVENT THAT ANY OF THE FOREGOING SHALL OCCUR. IT IS THE RESPONSIBILITY OF ANY INVESTOR PURCHASING THE SECURITIES TO SATISFY ITSELF AS TO FULL OBSERVANCE OF THE LAWS OF ANY RELEVANT TERRITORY OUTSIDE THE UNITED STATES IN CONNECTION WITH ANY SUCH PURCHASE, INCLUDING OBTAINING ANY REQUIRED GOVERNMENTAL OR OTHER CONSENTS OR OBSERVING ANY OTHER APPLICABLE REQUIREMENTS. EACH PROSPECTIVE INVESTOR MAY MAKE INQUIRIES OF THE COMPANY WITH RESPECT TO THE COMPANY'S BUSINESS OR ANY OTHER MATTER RELATING TO THE COMPANY OR AN INVESTMENT IN THE SECURITIES OFFERED HEREUNDER, AND MAY OBTAIN ANY ADDITIONAL INFORMATION THAT SUCH PERSON DEEMS TO BE NECESSARY IN CONNECTION WITH MAKING AN INVESTMENT DECISION IN ORDER TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED IN THIS SUBSCRIPTION AGREEMENT (TO THE EXTENT THAT THE COMPANY POSSESSES SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT UNREASONABLE EFFORT OR EXPENSE). IN CONNECTION WITH SUCH AN INQUIRY, ANY DOCUMENT THAT A PROSPECTIVE INVESTOR WISHES TO REVIEW WILL BE MADE AVAILABLE FOR INSPECTION AND COPYING OR FURNISHED, UPON REQUEST, SUBJECT TO THE PROSPECTIVE INVESTOR'S AGREEMENT TO MAINTAIN SUCH INFORMATION IN CONFIDENCE AND TO RETURN THE SAME TO THE COMPANY IF THE RECIPIENT DOES NOT PURCHASE THE SECURITIES OFFERED HEREUNDER, ANY SUCH INQUIRIES OR REQUESTS FOR ADDITIONAL INFORMATION OR DOCUMENTS SHOULD BE MADE IN WRITING TO THE COMPANY. A PROSPECTIVE INVESTOR SHOULD NOT SUBSCRIBE FOR SECURITIES DESCRIBED HEREIN UNLESS SATISFIED THAT HE/SHE HAS ASKED FOR AND RECEIVED ALL INFORMATION WHICH WOULD ENABLE HIM/HER TO EVALUATE THE MERITS AND RISKS OF THE PROPOSED INVESTMENT.

Description of the Offering. This Subscription Agreement is for units Series A Convertible Debentures (the “Units”) comprised of a 10% Convertible Debenture (the “Debenture”) and warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $.001 per share (the “Common StockDebentures”). This Offering (the “Offering”) is made only to accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) and who have no need for liquidity in their investments. The Offering is for an Debentures are being offered at the minimum investment of $100,000.0050,000. However, the Company reserves the right, in its sole discretion, to accept fractional subscriptions. Prior to this Offering there was no public market for the Debenture, the Warrants or the Common Stock, Debentures and no assurance can be given that a market will develop for the Debentures, or the, the Warrants or Common Stock, if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the same. THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.

Description of the Offering. This Subscription Agreement is for units a minimum of Six Million Five Hundred Thousand (6,500,000) shares (the “UnitsShares”) comprised of a 10% Convertible Debenture (the “Debenture”) and warrants (the “Warrants”) to purchase shares of the Company’s common stock, par value $.001 0.001 per share (the “Common Stock”), at a purchase price of $0.20 per share. This Offering The offering of the Shares (the “Offering”) shall be for a minimum offering amount of One Million Three Hundred Thousand ($1,300,000) (the “Minimum Offering Amount”). The Company is made only offering the Shares on a “best efforts” basis. The Offering will occur contemporaneously upon the consummation of the merger (the “Merger”) among the Company, Bioanomaly Inc., a California corporation (“Quanta”), and Quanta Acquisition Corp., a California corporation (“Acquisition”). Following the Merger, Quanta will become a wholly-owned subsidiary of the Company, the Company will effect, change its name to “Quanta” or such similar name as is available, and adopt the business plan of Quanta. The Merger is contingent upon the Company selling Shares in the Minimum Offering Amount. The Company, in its sole discretion, may continue the Offering for up to two weeks following the Merger. All funds sent to the Company by offerees to purchase Shares will be sent to and held in a noninterest-bearing escrow account (the “Escrow Account”) maintained by counsel to the Company, Xxxx Xxxxxxx, P.C. (the “Escrow Agent”). The subscriptions will remain in the Escrow Account until subscriptions in the Minimum Offering Amount have been received (the “Closing”). At the Closing, the Escrow Agent will be authorized to release funds to the Company. This Company is offering the Shares, solely to accredited investors who qualify as accredited investors pursuant to the suitability standards for investors described under Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) and who have no need for liquidity in their investments. The Offering is for an investment of $100,000.00. However, the Company reserves the right, in its sole discretion, to accept fractional subscriptions. Prior to this Offering there was no only a limited public market for the Debenture, the Warrants or the Common Stock, Shares and no assurance can be given that a market will develop for the Debenturesdevelop, or the, the Warrants or Common Stock, if developed, that it will be maintained so that any subscribers in this Offering may avail any benefit from the same. THE SECURITIES OFFERED HEREBY ARE SPECULATIVE AND INVOLVE A HIGH DEGREE OF RISK AND SHOULD NOT BE PURCHASED BY ANYONE WHO CANNOT AFFORD THE LOSS OF THEIR ENTIRE INVESTMENT. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT, OR THE SECURITIES LAWS OF ANY STATE, OR OTHER JURISDICTION AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THESE SECURITIES MAY NOT BE TRANSFERRED, SOLD, PLEDGED, HYPOTHECATED OR ASSIGNED EXCEPT AS PERMITTED UNDER SUCH ACT OR SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM.