Jeffrey Snyder

LLC

Esq

the Operating Agreement

Subscriber a Membership Interest

Company

Mitchell Holdings

Membership Interest

New York

the Operating Agreement of the Company

State

the County of New York

ABA

the Operating Agreement Signature Addendum

this Subscription Agreement

the Membership Interest

the "Membership Interest

Appendix A. By

the Membership Interests

the Securities and Exchange Commission

Katsky Korins LLP

Subscriber

David Mitchell

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

the - Commission

Capitol One Bank Address