Capitol One Bank Address

the Membership Interests

the Securities and Exchange Commission

Katsky Korins LLP

Jeffrey Snyder

LLC

Esq

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

the Operating Agreement

Subscriber a Membership Interest

Company

Mitchell Holdings

Membership Interest

New York

the Operating Agreement of the Company

State

the - Commission

the County of New York

ABA

the Operating Agreement Signature Addendum

this Subscription Agreement

the Membership Interest

the "Membership Interest

Appendix A. By

Subscriber

David Mitchell