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

LLC

Esq

the Operating Agreement

Subscriber

David Mitchell

the Membership Interests

the Securities and Exchange Commission

Katsky Korins LLP

Jeffrey Snyder

the - Commission

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

Capitol One Bank Address