OUTCAST,
      INC. SUBSCRIPTION AGREEMENT

    


    Outcast,
      Inc. 

    2658
      Del
      Mar Heights Road, Suite 223

    Del
      Mar,
      California 92014

    (Tel.)
      (858) 509-9900

    


    Ladies
      and Gentlemen: 

    


    The
      undersigned subscriber (the “Subscriber” or “Investor”) acknowledges having
      received and reviewed the Private Placement Memorandum, dated January 10, 2008
      and as may be further supplemented or amended from time to time (the
“Memorandum”) for Outcast, Inc., a Nevada corporation (the “Company”). The
      Subscriber further acknowledges that the terms of the offering of the Units
      are
      stated in this Subscription Agreement (“Agreement”) and the Memorandum and that,
      in the event of any conflict between the Memorandum and this Agreement, the
      provisions of this Agreement shall control. The Company does not requires a
      minimum aggregate purchase of Units. This Offering will remain open until
      January 31, 2008, unless fully subscribed or closed or extended by the Board
      of
      Directors, in its sole discretion. Capitalized terms not defined herein have
      the
      meanings given to them in the Memorandum. 

     

    The
      Subscriber hereby agrees with the Company as follows: 

    


    
      	 	
              1.

            	
              Defined
                Terms; Incorporation of Preamble and Preliminary
                Statements.
                The preamble and preliminary statements set forth above are incorporated
                herein and made a part of this Agreement. For purposes of this Agreement,
                the term, “Shareholder”
                means the Investor. 

            


    

    
      	 	
              2.

            	
              Purchase
                of Units.
                The Investor hereby subscribes for and agrees to purchase, concurrently
                with the execution and delivery of this Agreement by the Investor,
                _________ Units, at $0.20 per Units (the “Subscription
                Price”),
                where each Unit consists of one common share of stock and one A Series
                warrant to purchase an additional share of common stock at an exercise
                price of $0.35. 

            


    

    
      	 	
              3.

            	
              Representations
                and Warranties of the Company.
                The Company represents to the Shareholder as
                follows:

            


    

    
      	 	
              a.

            	
              Organization
                and Standing; Articles of Incorporation. The
                Company is a C-corporation duly organized and validly existing under,
                and
                by virtue of, the laws of the State of Nevada and is good standing
                under
                such laws. The Company has the requisite corporate power and authority
                to
                own and operate its properties and assets and to carry on its business
                as
                presently conducted and as proposed to be conducted.
                

            


    

    
      	 	
              b.

            	
              Corporate
                Power.
                The Company has all requisite corporate power and authority to enter
                into
                this Agreement and to carry out and perform its other obligations
                under
                the terms of the Agreement. 

            


    

    
      	 	
              c.

            	
              Authorization.
                All corporate action on the part of the Company and its directors,
                officers and shareholders necessary for the authorization, execution,
                delivery and performance of all obligations of the Company under
                this
                Agreement and any document contemplated thereby, for the authorization,
                issuance and delivery of the Shares underlying the Units, has been
                taken.
                

            


    

    
      	 	
              d.

            	
              Validity
                of Shares underlying the Unit.
                The Shares underlying the Unit, when issued, sold and delivered in
                compliance with the provisions of this Agreement, will be validly
                issued,
                fully paid and non-assessable, will be free of any liens or encumbrance
                

            


    

    
      	 	
              4.

            	
              Conditions
                to Obligations of Company.
                The obligations of the Company to issue and sell the Shares underlying
                the
                Units to the Subscriber upon acceptance of the subscription by the
                Company
                (the “Closing”) shall be subject to the fulfillment or satisfaction, or
                waiver by the Company, prior to or at the Closing, of the following
                conditions: 

            


    

    
    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              a.

            	
              Execution
                of Documents.
                The Subscriber shall have duly executed and delivered to the Company
                (a) a
                completed Suitability Questionnaire in the form attached as Attachment
                A
                hereto, including all applicable certifications attached thereto
                (the
                “Suitability Questionnaire”) and (b) a copy of this Agreement. The
                Suitability Questionnaire and this Agreement are collectively referred
                to
                herein as the “Subscription
                Documents.”

            


    

    
      	 	
              b.

            	
              Representations
                and Warranties.
                The representations and warranties made by the Subscriber in the
                Subscription Documents shall be true and correct in all material
                respects
                at the time when made at the Closing.


            


    

    
      	 	
              c.

            	
              Payments.
                All amounts due to the Company pursuant to Section 2 shall have been
                paid
                in full. 

            


    

    
      	 	
              5.

            	
              Representations
                and Warranties of the Subscriber. The
                Subscriber represents and warrants to the Company that:
                

            


    

    
      	 	
              a.

            	
              In
                General.
                The Subscriber has full power and authority to execute each Subscription
                Document and to subscribe for and purchase Units hereunder. If the
                Subscriber is not a natural person, the Subscriber’s purchase of Units and
                its execution and delivery of each Subscription Document has been
                authorized by all necessary corporate, partnership or other action,
                and
                the Subscriber is duly organized, validly existing and in good standing
                in
                the Subscriber’s jurisdiction of organization, and has all consents,
                approvals and orders of any person required to be obtained in order
                for it
                to purchase the Units, to fully perform the provisions of the Subscription
                Documents and to consummate the transactions contemplated hereby
                and
                thereby. Each Subscription Document is, and will be, the legal valid
                and
                binding obligation of the Subscriber, enforceable against the Subscriber
                in accordance with its terms. There is no action, investigation or
                proceeding pending, or, to the Subscriber’s actual knowledge, threatened
                against the Subscriber which, if adversely determined, would materially
                adversely affect the Subscriber’s business or financial condition or the
                Subscriber’s ability to pay the Subscription Price or otherwise to
                consummate the transactions contemplated by the Subscription Documents.
                

            


    

    
      	 	
              b.

            	
              Approvals;
                No Conflict.
                No
                authorization, approval, consent or license of any person is required
                to
                be obtained for the purchase of the Units by the Subscriber, other
                than as
                have been obtained are in full force and effect. The execution and
                delivery of the Subscription Documents does not, and the consummation
                of
                the transactions contemplated hereby will not, result in any violation
                of
                or constitute a default under any material agreement or other instrument
                to which the Subscriber is a party or by which the Subscriber or
                any of
                its properties are bound, or to the best of the Subscriber’s knowledge,
                any permit, franchise, judgment, order, decree, statute, rule or
                regulation to which the Subscriber or any of its businesses or properties
                is subject. 

            


    

    
      	 	
              c.

            	
              Access
                to Information.
                The Subscriber has been furnished with and has reviewed a copy of
                the
                Memorandum and each of the Subscription Documents. The Subscriber
                has been
                provided an opportunity to ask questions of, and the Subscriber has
                received answers from, the Company and its representatives regarding
                the
                terms and conditions of the offering of Shares and the terms and
                conditions of the Subscription Documents and the nature, business,
                assets
                and liabilities of the Company and the principals of the Company,
                and the
                Subscriber has obtained all additional information requested by the
                Subscriber from the Company and its respective representatives.
                

            


    

    
      	 	
              d.

            	
              Representations
                Incorporated by Reference.
                The Subscriber represents and warrants that the statements, answers
                and
                representations of the Subscriber contained in the Suitability
                Questionnaire are true and correct and agrees that they are hereby
                incorporated by reference herein as though fully set forth herein
                as
                representations and warranties of the Subscriber.
                

            


    

    
    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              e.

            	
              Securities
                Act Representations.
                The Subscriber is an “accredited investor” as that term is defined in Rule
                501 under the Securities Act of 1933, as amended (the “Securities Act”).
                The Subscriber (a) has the financial ability to bear the substantial
                economic risks of an investment in the Company, (b) has adequate
                means of
                providing for its current needs and other contingencies, (c) is able
                to
                bear the substantial economic risks of an investment in the Company
                for an
                indefinite period of time, (d) has no need for liquidity in its investment
                in the Company and (a) is able to afford a complete loss of its investment
                in the Company. The Subscriber is acquiring the Units to be purchased
                by
                it at the Closing for the Subscriber’s own account, in each case not with
                a view to or for resale or for sale in connection with any distribution
                of
                all or any part of such Shares or otherwise. The Subscriber understands
                that it must bear the economic risk of an investment in the Shares
                for an
                indefinite period of time because, among other things, the offing
                and sale
                of the Shares has not been registered under the Securities Act or
                state
                securities or “blue sky” laws and, therefore, the Shares cannot be sold
                unless it is subsequently registered under the Securities Act and
                any
                applicable state securities and “blue sky” laws or unless an exemption
                wherefrom is available. The Subscriber also understands that sales
                or
                transfers of the Shares are further restricted by state securities
                or
                “blue sky” laws. The Subscriber hereby agrees not to transfer or dispose
                of all or any part of the Shares except in full compliance with the
                requirements of the Securities Act and applicable state securities
                or
                “blue sky” laws. The Subscriber agrees that any certificate evidencing the
                Shares or any portion thereof may contain such legends evidencing
                the
                various legal and contractual restrictions upon the transferability
                thereof as the Company, acting upon the advice of its counsel, may
                determine. 

            


    

    
      	 	
              f.

            	
              Tax
                Consideration.
                The Subscriber is not relying on the Company or the Memorandum with
                respect to individual tax considerations involved in this investment.
                

            


    

    
      	 	
              g.

            	
              No
                Representations.
                Neither the Company nor any director, officer, employee, agent, counsel,
                adviser or affiliate of or to either of them, has made any representations
                or warranties to the Subscriber other than any express representations
                and
                warranties of the Company (subject to the introductory paragraph
                to this
                Agreement) in the Memorandum. 

            


    

    
      	 	
              h.

            	
              Confidentiality.
                The Subscriber acknowledges and agrees that (a) the Memorandum, and
                (b)
                any additional information that may have been furnished to the Subscriber
                pursuant hereto or otherwise concerning the Company and its affiliates
                (collectively, the “Information”), is privileged and confidential and, on
                behalf of itself and its directors, officers, employees, agents,
                advisers
                and affiliates, agrees to hold in confidence and not use, disclose
                or
                reveal to any other person or entity any Information, except (a)
                Information that has become generally available to the public through
                no
                fault or omission on the part of the Subscriber or any of its directors,
                officers, employees, agents advisers or affiliates, (b) to the employees,
                auditors, legal counsel and professional advisers who have a need
                to know
                such Information and who have been instructed by the Subscriber to
                keep
                such Information confidential, (c) Information disclosed by a third
                party
                whose disclosure to Subscriber’s knowledge is not in violation of a
                confidentiality agreement between such third party and the Company
                or an
                entity in which it invests, (d) Information that is independently
                developed by Subscriber or any of its affiliates in the ordinary
                course of
                its business, (e) Information required to be furnished to any governmental
                regulatory body having jurisdiction over the Subscriber, (f) Information
                required in response to any summons or subpoena, (g) Information
                disclosed
                in connection with any disclosure obligation under applicable federal
                or
                state law, and (h) as otherwise required by applicable law or court
                order,
                provided that in the case of (e), (f) (g) and (h) above, the Subscriber
                shall use its reasonable best efforts to provide notice as soon as
                practicable to the Company prior to the disclosure of such Information
                in
                order to enable the Company to seek a protective order or other
                appropriate remedy. 

            


    

    
      	 	
              i.

            	
              Separate
                Counsel.
                The Subscriber acknowledges that ____________ is acting as special
                counsel
                to the Company and does not represent the Subscriber. The Subscriber
                acknowledges that it has been advised by the Company to retain its
                own
                counsel in connection with investment in the Company.
                

            


    

    
    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              j.

            	
              Address.
                The address (if the Subscriber is a natural person, his or her residential
                address if different from his or her mailing address) of such Subscriber
                on its Suitability Questionnaire submitted to the Company has at
                all
                times, since the date of the Memorandum, been the Subscriber’s bona fide
                address, and the Subscriber has no present intention of changing
                such
                address to an address outside of the state where such address is
                located.
                

            


    

    
      	 	
              k.

            	
              Non-Marketable
                Investment Commitments. The
                Subscriber’s overall commitment to investments which are not readily
                marketable has not been disproportionate to its net worth, and its
                investment in the Company has not caused and will not cause such
                overall
                commitment to be excessive. 

            


    

    
      	 	
              l.

            	
              No
                General Solicitation or Advertising. The
                Subscriber and its advisers have not been furnished, and are not
                relying
                upon, any oral or written representations relating to the Company
                except
                as set forth in the Memorandum, and the Subscriber is not purchasing
                the
                Shares pursuant to this Agreement as a result of or subsequent to
                (a) any
                advertisement, article, notice, or other communication published
                in any
                newspaper, magazine, or similar media or broadcast over television
                or
                radio (b) any seminar or meeting to which the attendees, including
                the
                Subscriber, had been invited as a result of, subsequent to, or pursuant
                to
                any of the foregoing, or (c) any solicitation by any natural person
                or
                entity not previously known to the Subscriber in connection with
                investments in securities generally.


            


    

    
      	 	
              m.

            	
              Knowledge
                and Experience.
                The Subscriber has such knowledge and experience in financial, tax,
                and
                business matters that the Subscriber is capable of evaluating the
                merits
                and risks of an investment in the Company and making an informed
                investment decision with respect thereto, and is aware that an investment
                in the Company involves a number of very significant risks, including,
                without limitation, certain tax and economic variables and risks
                that
                could adversely effect the value of an investment in the Company.
                

            


    

    
      	 	
              n.

            	
              Absence
                of Endorsements.
                The Subscriber understands that no federal or state agency has made
                any
                finding or examination as to the fairness of an investment in, or
                any
                recommendation or endorsement of, the Shares.


            


    

    
      	 	
              o.

            	
              No
                Affiliated Financial Adviser.
                Neither the Company nor any its representative affiliates have been
                or is
                the Subscriber’s financial adviser. The Subscriber (a) has never and is
                not relying upon the Company or any of its respective affiliates
                with
                respect to the tax and other economic considerations of an investment
                in
                the Company, and (b) has reviewed the merits of an investment in
                the
                Company with its advisers (including, without limitation, its legal
                counsel, accountants or other tax advisers, business advisers and
                investment advisers) to the extent such Subscriber deemed advisable.
                

            


    

    
      	 	
              p.

            	
              Representations
                and Warranties.
                Each representation and warranty made by the Subscriber in this Agreement
                and in the related Suitability Questionnaire, and all information
                furnished by the Subscriber to the Company, is true, complete, and
                correct
                in all respects. The Subscriber agrees that all such representations
                and
                warranties shall survive the admission of the Subscriber as a stockholder
                of the Company. 

            


    

    
      	 	
              q.

            	
              Notification
                and Further Assurances.
                The Subscriber aggress to (a) notify the Company immediately of any
                change
                in representation, warranty, or other information relating to the
                Subscriber set forth in the Subscription Documents, (b) supply the
                Company, within five days after the Subscriber receives the request
                therefore from the Company, with such additional information concerning
                the Subscriber as the Company deems necessary or advisable, and (c)
                execute and deliver to the Company, within five days after the Subscriber
                receives the request therefore from the Company, such further
                designations, powers of attorney, and other instruments as the Company
                deems reasonably necessary or advisable in order to carry out the
                provisions of the Bylaws of the Company.


            


    

    
    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              r.

            	
              Indemnity.
                The Subscriber understands the meaning and legal consequences of
                the
                representations and warranties made by the Subscriber herein and
                in the
                Suitability Questionnaire, and agrees to indemnify and hold harmless
                the
                Company and each of its respective affiliates, and each of the respective
                directors, officers, stockholders, principals, employees, counsel,
                agents,
                successors and assigns, if any, of each of the foregoing (each, the
                “Indemnities”), from and against any and all loss, damage, liability or
                expense (including, without limitation, attorney’s fees) arising out of,
                due to, relating to, or in connection with, in each case in whole
                or in
                part, any misrepresentation made by the Subscriber in the Subscription
                Documents, or any other agreement, instrument, or other document,
                any
                failure by the Subscriber to fulfill any of its covenants or agreements
                set forth herein or therein, or the resale or distribution by the
                Subscriber or the Shares or any portion thereof in violation of the
                Securities Act, any applicable state securities laws.
                

            


    

    
      	 	
              6.

            	
              Amendments
                and Waivers.
                This Agreement may be amended by and the observance of any provision
                hereof may be waived (either generally or in a particular instance
                and
                either retroactively or prospectively) only within the written consent
                of
                the Subscriber and the Company. 

            


    

    
      	 	
              7.

            	
              Survival
                of Representations and Warrants.
                All representations and warranties made or deemed to be made by the
                Subscriber in any of the Subscription Documents shall survive the
                execution and delivery of each Subscription Document, any investigation
                at
                any time made by or on behalf of the Company, and the issue and sale
                of
                the Shares to the Subscriber. 

            


    

    
      
        	
              	8.	
                Notices.
                  All notices, requests, demands and other communications hereunder
                  shall be
                  in writing and shall be deemed to have been duly given when received
                  (a)
                  if by the Subscriber, at the address set forth opposite the Subscriber’s
                  signature, or at such other address as the Subscriber shall have
                  furnished
                  to the Company in writing , and (b) if by the Company at
                  ___________________________________________________________________________,
                  or at such other address as the Company shall have furnished to
                  the
                  Subscriber in writing.

              


      

    

    
      	 	
              9.

            	
              Headings.
                The descriptive headings in this Agreement are for convenience of
                reference only and shall not be deemed to alter or affect the meaning
                or
                interpretation of any provision of this Agreement.
                

            


    

    
      	 	
              10.

            	
              Entire
                Agreement.
                This Agreement and the other Subscription Documents contain the entire
                agreement of the parties with respect to the subject matter of this
                Agreement, and there are no representations, covenants or other agreements
                except as stated or referred to herein and therein.
                

            


    

    
      	 	
              11.

            	
              Counterparts.
                This Agreement may be executed in one or more counterparts, each
                of which
                shall be an original but all of which shall constitute one and the
                same
                instrument. 

            


    

    
      	 	
              12.

            	
              Governing
                Law.
                This Agreement shall be governed by and construed in accordance with
                the
                laws of the State of Nevada, without reference to the conflict of
                law
                principles thereof. 

            


    

    
      	 	
              13.

            	
              No
                Revocations; Survival.
                Except as otherwise required by applicable law, the Subscriber
                acknowledges and agrees that (a) it is not entitled to cancel, terminate
                or revoke this Agreement, any of the Subscription Documents, or any
                of the
                representations, warranties, or agreements made by the Subscriber
                herein
                or therein, and (b) the Subscription Documents shall survive the
                bankruptcy, death, incapacity, disability, adjudication of incompetence
                or
                insanity, liquidation, or dissolution of the Subscriber.
                

            


    

    
      	 	
              14.

            	
              Binding
                Effect.
                This Agreement shall be binding upon and shall inure to the benefit
                of the
                Subscriber, but this Agreement shall not be assignable by the Subscriber
                without the prior written consent of the Company (which consent may
                be
                granted or withheld in the Company’s sole discretion). When the
                Subscriber’s subscription is accepted by the Company as provided herein,
                this Agreement shall be binding upon, and shall inure to the benefit
                of
                the Company. 

            


    

    
    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	
              15.

            	
              Third
                Party Beneficiaries.
                Each of the Indemnities shall be entitled to rely upon the representations
                and warranties, and to enforce the agreements, of the Subscriber
                as set
                forth herein and in the related Suitability Questionnaire as if they
                were
                a party hereto and thereto, as the case may be. No other person not
                a
                party to this Agreement shall be entitled to rely upon or to enforce
                the
                provisions of this Agreement as a third party beneficiary thereof.
                

            


    

    
      	 	
              16.

            	
              Severability.
                Any requirements imposed under the applicable law shall, where
                inconsistent with any provision of this Agreement, be controlling
                and
                shall govern the rights among the parties hereto. Any provision of
                this
                Agreement which is unenforceable in any jurisdiction shall, as to
                such
                jurisdiction, be unenforceable without invalidating the remaining
                provisions hereof in such jurisdiction or any of the provisions hereof
                in
                any other jurisdiction. 

            


    

    
      	 	
              17.

            	
              Gender.
                Whenever required by the context hereof, the singular shall include
                the
                plural and the plural shall include the singular. Whenever required
                by the
                context hereof, the masculine gender shall include the feminine and
                the
                neutral genders and the neutral gender shall included the masculine
                and
                the feminine genders. 

            


    

    


    


    OUTCAST,
      INC. SUBSCRIPTION AGREEMENT

    


    


    __________________________________________

    


    


    By:
      _______________________________________

    


    Name:
      _____________________________________

    


    Title:
      ______________________________________

    


    


    Number
      of
      Shares: ___________________________

    


    $0.20
      per
      Share

    


    Subscription
      Price: 

    


    $__________________________________________

    


    


    Agreed
      to and Accepted By: 

    


    Outcast,
      Inc.

    


    By:
      ________________________________________

    


    By:
      __________________________________

     

    Name:
      ________________________________

    


    Title:_________________________________