COURT COUNTY .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ......... .. : Index No. : Form C Plaintiff(s) -against- Calendar No. : JUDICIAL SUBPOENA : : STATE OF COLORADO DEPARTMENT OF REGULATORY AGENCIES – DIVISION OF SECURITIES : Defendant(s) : . .UNDERTAKING. – .Quarterly. Reports . . . . . . . . . . . . . . . . ............... . ......... ........ NOTICE: The OF NEW YORK THE PEOPLE OF THE STATEfollowing should be read carefully before execution. The TO Registrant should keep a copy for future reference. Failure to comply with this Undertaking may result in the issuance of a stop order. UNDERTAKING By: _________________________________(the “Registrant”) GREETINGS: WE COMMAND YOU, that all the registration being securities and the you attend The Registrant has applied for business and excusesof its laid aside, youwith each ofColorado before , the Honorable Securities in order to make a at the offering of its securities. In connection Court Division of public located at County of with that application, the Registrant agrees to the following undertaking. in room , on the day of , 20 , at o'clock in the noon, and at any recessed or adjourned date, to testify and give evidence as a witness in this action on the part of the Within 10 days after the end of each three-month period following the effective date of the registration statement, the Registrant shall file with the Division of Securities a quarterly report. Such quarterly report shall include the following information: Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to the party on whose behalfChanges in Control of themaximum penalty of $50 and all damages sustained as a this subpoena was issued for a Registrant. Item A. result of your failure to comply. i. If, to the knowledge of management, a change in control of the Witness, Honorable , one of the Justices of the Registrant has occurred, state the name and address of the Court in County, day of , 20 person(s) who acquired such control; the amount and the source of the consideration used by such person(s); the basis of the control; the date and a description of the transaction(s) which resulted in the change in control; the percentage of votingand type name below)the (Attorney must sign above securities of Registrant now beneficially owned directly or indirectly by the person(s) who acquired control; and the identity of the person(s) from who control was assumed.Attorney(s) for Instructions: 1. State the terms of any loans or pledges obtained by the new control group for the purpose of acquiring control, and the Office and P.O. Address names of the lenders or pledgees. 2. Any arrangements or understandings among members of both the former and newTelephonegroups and their associates control No.: Facsimile No.: E-Mail Address: Mobile Tel. No.: American LegalNet, Inc. www.USCourtForms.com COURT COUNTY .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ......... .. : : Index No. Calendar No. with respect to the election: of directors or other matters shall JUDICIAL SUBPOENA Plaintiff(s) be described. -against- ii. : : Describe any arrangements, known to the Registrant, including any pledge by any person of securities of the Registrant or any of its : parents, the operation of which may at a subsequent date result in a change in control Defendant(s) of the registrant. : ...................................................... Item B. Acquisition or Disposition of Assets. If the Registrant or any of THE PEOPLE OF THE STATE OF NEW YORKits majority-owned subsidiaries has acquired or TO disposed of a significant amount of assets, otherwise than in the ordinary course of business, furnish the following information: i. The date and manner of the acquisition or disposition and a brief description of the assets involved, the nature and amount of GREETINGS: consideration given or received therefor, the principal followed in determining the amount of such consideration, the identity of the WE COMMAND YOU, that from whom the assets were aside, you and each of you they before person(s) all business and excuses being laid acquired or to whom attend , the Honorable at the Court were sold and the nature of any material relationship between such located at County of person(s) and the Registrant or any of its affiliates, and director or in room , on the day of , 20 , at o'clock in the noon, and at any recessed officer of the Registrant, or any associate of any such director or or adjourned date, to testify and give evidence as a witness in this action on the part of the officer. If the transaction being reported is an acquisition, identify the source(s) of the funds used. Your failure to comply with this subpoena is punishablethea Registrant court its subsidiaries liable to ii. If any assets so acquired by as contempt of or and will make you the party on whose behalfconstituted plant, equipment or other physical property, state sustained as a this subpoena was issued for a maximum penalty of $50 and all damages the result of your failure to comply. of the business in which the assets were used by the nature person(s) from whom acquired and whether the Registrant intends Witness, Honorablecontinue such use or intends to devote of theassets of the , one the Justices to other to Court in County, day of , other purposes. purposes, indicating such 20 Instructions: 1. The term “acquisition” includesmust sign above and type name below) (Attorney every purchase, acquisition by lease, exchange, merger, consolidation, succession or other acquisition; provided that such term does not include the construction or development for property by or for the Attorney(s) of Registrant or its subsidiaries or the acquisition of materials for such purpose. The term “disposition” includes every sale, disposition by lease, exchange, merger, consolidation, mortgage, or hypothecation of assets, assignment, whether Office and P.O. Address for the benefit of creditors or otherwise, abandonment, destruction, or other disposition. Telephone No.: Facsimile No.: E-Mail Address: Mobile Tel. No.: 2 American LegalNet, Inc. www.USCourtForms.com COURT COUNTY .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ......... .. : : Index No. Calendar No. The information called for :by this item is to SUBPOENA to JUDICIAL be given as Plaintiff(s) each transaction or series of related transactions of the size -againstindicated. The acquisition: or disposition of securities shall be deemed the indirect acquisition or disposition of the : assets represented by such securities if it results in the acquisition or disposition of control of such assets. : 2. 3. An acquisition or disposition shall be deemed to involve a Defendant(s) : . . . . . . . . . . . . . . . . . . . . . . . . . . . .significant. amount. of .assets if the Registrant’s and its other ......... ....... .. ..... subsidiaries’ equity in the net book value of such assets or the amount paid or received therefor upon such acquisition or disposition THE PEOPLE OF THE STATE OF NEW YORK exceeded 10 percent of the total assets of the Registrant and its consolidated subsidiaries. TO 4. Where assets are acquired or disposed of through the acquisition or disposition of control of a person, the person from whom such control was acquired or to whom it was GREETINGS: disposed of shall be deemed the person from whom the assets were acquired or to who they were disposed of, for WE COMMAND YOU, the purposes of this item. Whereaside, you and each of acquired before that all business and excuses being laid such control was you attend , the Honorable at the Court from or disposed of to not more than five persons, their located at County of names shall be given; otherwise it will suffice to identify in an in room , on the day of , 20 , at o'clock in the noon, and at any recessed appropriate manner the class of such persons. or adjourned date, to testify and give evidence as a witness in this action on the part of the Item C. Bankruptcy or Receivership. Your failure to comply with this fiscal agent or similar officer has been and will make you liable to i. If a receiver, subpoena is punishable as a contempt of court appointed for a the party on whose behalfRegistrant orwas issued forin maximum penalty of $50the Bankruptcysustained as a this subpoena its parent, a a proceeding under and all damages Act result of your failure to comply. any other proceeding under State or Federal law in which a or in court or governmental agency has assumed jurisdiction over Witness, Honorable , of the Registrant or substantially all of the assets or business one of the Justices of the its Court in County, day such jurisdiction has been assumed by leaving the , 20 parent, or ifof existing directors and officers in possession but subject to the supervision and orders of a court or governmental body, identify the proceeding, the court or governmental body, the datename below) (Attorney must sign above and type jurisdiction was assumed, the identity of the receiver, fiscal agent or similar officer and the date of his appointment. ii. Attorney(s) for If an order confirming a plan of reorganization, arrangement or liquidation has been entered by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the Registrant or its parent, furnish the following: Office and P.O. Address a. the identity of the court or governmental authority; Telephone No.: Facsimile No.: E-Mail Address: Mobile Tel. No.: 3 American LegalNet, Inc. www.USCourtForms.com COURT COUNTY .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ......... .. : : b. Calendar No. : the date the order confirming the plan was SUBPOENA JUDICIAL entered by the Plaintiff(s) court or governmental authority; -against- c. Index No. : a fair summarization of the material features of the plan and, : pursuant to Item 6 of this form relating to exhibits, a copy of the plan as confirmed; : d. the number of shares or other units of the Registrant or its Defendant(s) : . . . . . . . . . . . . . . . . . . . . . . . . . . . .parent . issued. .and. .outstanding, the number reserved for ...... ...... ... ...... future issuance in respect of claims and interests filed and allowed under the plan, and the aggregate total of such numbers; and THE PEOPLE OF THE STATE OF NEW YORK e. TO GREETINGS: information as to the assets and liabilities of the Registrant or its parent as of the date the order confirming the plan was entered, or a date as close thereto as practicable. Such information may be presented in the form in which it was furnished to the court or governmental authority. WE COMMAND YOU, that all business and excuses Directors. Item D. Resignations of Registrant’s being laid aside, you and each of you attend before , the Honorable at the Court located at County of i. If a director has resigned or declined to stand for re-election to the in room , on the day of , 20 , at o'clock in the noon, and at any recessed board of directors since the date of the last annual meeting of or adjourned date, to testify and give evidence as a witness in this action on the part of the shareholders because of a disagreement with the Registrant on any matter relating to the Registrant's operations, policies or practices, and if the director has furnished the Registrant with a letter Your failure to comply with this subpoena is punishable as arequesting court and will make be liable to describing such disagreement and contempt of that the matter you the party on whose behalf this subpoena was issued forshall state the date of suchall damages sustained as a disclosed, the Registrant a maximum penalty of $50 and resignation or result of your failure to comply. declination to stand for re-election and summarize the director's description of the disagreement. Witness, Honorable , one of the Justices of the Court in day of , 20 ii. County, If the Registrant believes that the description provided by the director is incorrect or incomplete, it may include a brief statement presenting its views of the disagreement. (Attorney must sign above and type name below) iii. The Registrant shall file a copy of the director’s letter as an exhibit with the quarterly report required to be filed. Attorney(s) for Office and P.O. Address Telephone No.: Facsimile No.: E-Mail Address: Mobile Tel. No.: 4 American LegalNet, Inc. www.USCourtForms.com COURT COUNTY .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ......... .. : Index No. : Item E. Financial Statements. Plaintiff(s) i. Rule-against51-7.4 Calendar No. : JUDICIAL SUBPOENA : Form and Content of Financial Statements : A. The annual financial statements, or any other financial statements required to be filed with the Commissioner, except as noted in B. : below, shall be audited by a Certified Public Accountant ("CPA") and contain: Defendant(s) : ...................................................... An Unqualified Auditor's Report, Balance Sheet, Statement THE PEOPLE OF THE STATE OF NEW YORKof Operations, Statement of Changes in Shareholders' Equity Statement of Cash Flows, and TO All notes and disclosures as required by generally accepted accounting principles ("GAAP") GREETINGS: Comparative financial statements shall be prepared for all entities that have been in operation for more than 12 months. WE COMMAND YOU, that all business and excuses being laid aside, you and each of you attend before , the Honorable at the Court B. The Interim financial statements required to be filed with the located at County of Commissioner shall be reviewed by a CPA and contain: in room , on the day of , 20 , at o'clock in the noon, and at any recessed or adjourned date, to testify and give evidence as a witness in this action on the part of the A CPA's Unqualified Accountant's Review Report, Balance Sheet, Statement of Operations, Your failure to comply withStatement of is punishable as a contempt of Equity will make you liable to this subpoena changes in Shareholders' court and the party on whose behalf this subpoena was issuedCashmaximum penalty of $50 and all damages sustained as a Statement of for a Flows, and result of your failure to comply. All notes and disclosures as required by GAAP Witness, Honorable , one unless waived by order of the Commissioner. of the Justices of the Court in County, day of , 20 Comparative financial statements shall be prepared for all entities that have been in operation for more than 12 months. (Attorney must sign above and type name below) C. Any and all other presentations of financial data including, but not limited to, projections and supplementary data shall be reviewed by a CPA and be covered by an Unqualified Accountant's Review Attorney(s) for Report issued by a CPA. ii. Item F. For any business acquisition required to be described in answer to Office and P.O. Address Item B above, provide the same information as required by section E(i) above. Telephone No.: Facsimile No.: E-Mail Address: Mobile Tel. No.: List of purchasers. 5 American LegalNet, Inc. www.USCourtForms.com COURT COUNTY .OF. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ......... .. : Index No. : Plaintiff(s) Calendar No. : JUDICIAL SUBPOENA i. List the amount of securities purchased and the amount of funds -against: invested by each purchaser in this offering. ii. : Include the date(s) of purchase(s). iii. Include the legal address of each purchaser. : Defendant(s) : ...................................................... Item G. Other Events. The OF NEW YORK THE PEOPLE OF THE STATERegistrant shall report under this Item G any material events with respect to which information is not otherwise called for by this quarterly report. TO DATED this _______ day of _______________________, 20____. GREETINGS: WE COMMAND YOU, that all business________________________________ attend before and excuses being laid aside, you and each of you , the Honorable at the Court (Name of Registrant) located at County of in room , on the day of , 20 , at o'clock in the noon, and at any recessed or adjourned date, to testify and give evidence as a witness in this action on the part of the ________________________________ (Name and position of duly authorized signing officer) Your failure to comply with this subpoena is punishable as a contempt of court and will make you liable to the party on whose behalf this subpoena was issued for a maximum penalty of $50 and all damages sustained as a result of your failure to comply. ___________________________________ Witness, Honorable Court in County, (Director) , one of the Justices of the ___________________________________ day of , 20 (Director) ___________________________________ (Attorney must sign above and type name below) (Director) (Rev. 5/2000) Attorney(s) for Office and P.O. Address Telephone No.: Facsimile No.: E-Mail Address: Mobile Tel. No.: 6 American LegalNet, Inc. www.USCourtForms.com