this Subscription Agreement

New York

Subscriber

Company

David Mitchell

the Membership Interests

the Securities and Exchange Commission

Katsky Korins LLP

Jeffrey Snyder

LLC

Esq

the Operating Agreement

Subscriber a Membership Interest

Mitchell Holdings

Membership Interest

Alpha Group Capital HUDSON BAY FUND LP

the Operating Agreement of the Company

State

the County of New York

ABA

the Operating Agreement Signature Addendum

the Membership Interest

the "Membership Interest

Appendix A. By

Capitol One Bank Address

Purchaser's Name - Please Print Social Security / Tax I.D. Number Address Telephone Number Address Fax Number