EXHIBIT
      10.1

     

    SUBSCRIPTION
      AGREEMENT

     

    Name
      of
      Subscriber ________________________

    


    


    Onstream
      Media Corporation

    1291
      S.W.
      29th Avenue

    Pompano
      Beach, Florida 33069

    


    Ladies
      and Gentlemen:

     

    1. Subscription.
      I
      (sometimes referred to herein as the "Investor") hereby subscribe for and agree
      to purchase ___ Unit(s) (as defined below) of Onstream Media Corporation, a
      Florida corporation (the "Company”), on the terms and conditions described
      herein and in the Term Sheet of the Company and the Exhibits thereto
      (collectively, the “Offering Documents”), each dated April __, 2008, together
      with all supplements, if any, relating to this offering. Terms not defined
      herein are as defined in the Offering Documents. The purchase price per Unit
      is
      $100,000 although the Company reserves the right to sell fractional units.
      The
      Maximum Offering is $1,500,000. There is no minimum offering.

     

    THE
      AGGREGATE AMOUNT SUBSCRIBED FOR HEREBY IS $___________.

     

    2. Description
      of Units.
      Each
      Unit consists of (i) an interest bearing secured convertible note in principal
      amount of $100,000 (the “Notes”), and (ii) 10,000 shares of Company common
      stock, par value $.001 per share (“Shares”) (collectively, the Note and Shares
      are referred to as a “Unit”). 

     

    3. Purchase.

     

    (a) I
      hereby
      tender to the Company cash or a certified check or wire transfer (information
      to
      be provided to me on my request) made payable to the order of Onstream Media
      Corporation in the amount indicated above, an executed copy of this Subscription
      Agreement and an executed copy of my Investor Questionnaire. The wire
      information is:

     

    Onstream
      Media Corporation

     

    ABA#:
      ________________

     

    AC
      #:
      _________________

     

    Ref:
      Subscription Agreement from (indicate name of subscriber)

     

    (b) This
      offering will continue until the earlier of (a) the sale of 15 Units, or (b)
      May
      15, 2008, unless extended without notice by the Company for up to two additional
      30-day periods (the “Termination Date”). Prior to the Termination Date and as
      there is no minimum offering, payments delivered herewith will be immediately
      released to the Company upon acceptance of the subscription. Upon the earlier
      of
      a closing for my subscription or completion of the offering, I will be notified
      promptly by the Company as to whether my subscription has been accepted by
      the
      Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    4. Acceptance
      or Rejection of Subscription.

     

    (a) I
      understand and agree that the Company reserves the right to reject this
      subscription for the Units, in whole or in part, for any reason and at any
      time
      prior to the Closing, notwithstanding prior receipt by me of notice of
      acceptance of my subscription.

     

    (b) In
      the
      event of the rejection of this subscription, my subscription payment will be
      promptly returned to me without interest or deduction and this Subscription
      Agreement shall have no force or effect. In the event my subscription is
      accepted and the offering is completed, the funds specified above shall be
      released to the Company.

     

    5. Closing.
      The
      closing ("Closing") of this offering may occur any time and from time to time
      after the Company has received and accepted subscriptions before the Termination
      Date. The Units subscribed for herein shall not be deemed issued to or owned
      by
      me until one copy of this Subscription Agreement has been executed by me and
      countersigned by the Company and the Closing with respect to such Units has
      occurred.

     

    6. Disclosure.
      Because
      this offering is limited to accredited investors as defined in Section
      2(15) of
      the
      Securities Act of 1933, as amended (the “Securities Act”), and Rule
      501 promulgated
      thereunder, in reliance upon the exemption contained in Section 4(2) of the
      Securities Act and applicable state securities laws, the Units are being sold
      without registration under the Securities Act. I acknowledge receipt of the
      Offering Documents, including the Company's Annual Report on Form 10-KSB for
      the
      year ended September 30, 2007 and its Quarterly Report on Form 10-QSB for the
      period ending December 31, 2007 and all related documents and represent that
      I
      have carefully reviewed and understand the Offering Documents and its exhibits.
      I have received all information and materials regarding the Company that I
      have
      requested.

     

    I
      fully
      understand that the investment or Units involve a high degree of risk. I fully
      understand the nature of the risks involved in purchasing the Units and I am
      qualified by my knowledge and experience to evaluate investments of this type.
      I
      have carefully considered the potential risks relating to the Company and
      purchase of its Units and have, in particular, reviewed each of the risks set
      forth in the Offering Documents. Both my advisors and I have had the opportunity
      to ask questions of and receive answers from representatives of the Company
      or
      persons acting on its behalf concerning the Company and the terms and conditions
      of a proposed investment in the Company and my advisors and I have also had
      the
      opportunity to obtain additional information necessary to verify the accuracy
      of
      information furnished about the Company. Accordingly, I have independently
      evaluated the risks of purchasing the Units.

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

    7. Investor
      Representations and Warranties.
      I
      acknowledge, represent and warrant to, and agree with, the Company as
      follows:

     

    (a) I
      am
      aware that my investment involves a high degree of risk as disclosed in the
      Offering Documents and have read carefully the Offering Documents.

     

    (b) I
      acknowledge and am aware that there is no assurance as to the future performance
      of the Company.

     

    (c) I
      acknowledge that there may be certain adverse tax consequences to me in
      connection with my purchase of Units, and the Company has advised me to seek
      the
      advice of experts in such areas prior to making this investment.

     

    (d) I
      am
      purchasing the Units for my own account for investment purposes and not with
      a
      view to or for sale in connection with the distribution of the Units, the Notes,
      the Shares, or the shares of Common Stock issuable upon conversion of the Notes
      and in payment of interest, nor with any present intention of selling or
      otherwise disposing of all or any part of the foregoing securities. I agree
      that
      I must bear the entire economic risk of my investment for an indefinite period
      of time because, among other reasons, the Units have not been registered under
      the Securities Act or under the securities laws of any state and, therefore,
      cannot be resold, pledged, assigned or otherwise disposed of unless they are
      subsequently registered under the Securities Act and under applicable securities
      laws of certain states or an exemption from such registration is available.
      Furthermore, I hereby acknowledge and agree that I will not, except in
      compliance with law, sell, transfer, pledge, encumber, give or otherwise dispose
      of, either publicly or privately, the Units, the Notes, the Shares, or the
      shares of Common Stock issuable upon conversion of the Notes and in payment
      of
      interest. I hereby authorize the Company to place a legend denoting the
      restrictions on the Units that may be issued to me, as well as the Notes,
      Shares, and shares of Common Stock issuable upon conversion of the Notes and
      in
      payment of interest.

     

    (e) I
      recognize that the Units, as an investment, involve a high degree of risk
      including, but not limited to, the risk of economic losses from operations
      of
      the Company and the total loss of my investment. I believe that the investment
      in the Units is suitable for me based upon my investment objectives and
      financial needs, and I have adequate means for providing for my current
      financial needs and contingencies and have no need for liquidity with respect
      to
      my investment in the Company.

     

    (f) I
      have
      been given access to full and complete information regarding the Company and
      have utilized such access to my satisfaction for the purpose of obtaining
      information in addition to, or verifying information included in, the Offering
      Documents and related documents, and I have either met with or been given
      reasonable opportunity to meet with officers of the Company for the purpose
      of
      asking questions of, and receiving answers from, such officers concerning the
      terms and conditions of the offering of the Units and the business and
      operations of the Company and to obtain any additional information, to the
      extent reasonably available.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

    (g) I
      have
      such knowledge and experience in financial and business matters as to be capable
      of evaluating the merits and risks of an investment in the Units and have
      obtained, in my judgment, sufficient information from the Company to evaluate
      the merits and risks of an investment in the Company. I have not utilized any
      person as my purchaser representative as defined in Regulation D under the
      Securities Act in connection with evaluating such merits and risks.

     

    (h) I
      have
      relied solely upon my own investigation in making a decision to invest in the
      Company.

     

    (i) I
      have
      received no representation or warranty from the Company or any of its officers,
      directors, employees or agents in respect of my investment in the Company and
      I
      have received no information (written or otherwise) from them relating to the
      Company or its business other than as set forth in the Offering Documents.
      I am
      not participating in the offer as a result of or subsequent to: (i) any
      advertisement, article, notice or other communication published in any
      newspaper, magazine or similar media or broadcast over television or radio or
      (ii) any seminar or meeting whose attendees have been invited by any general
      solicitation or general advertising.

     

    (j) I
      have
      had full opportunity to ask questions and to receive satisfactory answers
      concerning the offering and other matters pertaining to my investment and all
      such questions have been answered to my full satisfaction.

     

    (k) I
      have
      been provided an opportunity to obtain any additional information concerning
      the
      offering and the Company and all other information to the extent the Company
      possesses such information or can acquire it without unreasonable effort or
      expense.

     

    (l) I
      am an
      "accredited investor" as defined in Section 2(15) of the Securities Act and
      in
      Rule 501 promulgated thereunder. I can bear the entire economic risk of the
      investment in the Units for an indefinite period of time and I am knowledgeable
      about and experienced in investments in the equity securities of non-publicly
      traded companies, including early stage companies. I am acquiring the Units
      for
      my own account for investment purposes only and not with a view to the resale
      or
      distribution of such securities within the meaning of the Securities Act of
      1933, as amended. I am not acting as an underwriter or a conduit for sale to
      the
      public or to others of unregistered securities, directly or indirectly, on
      behalf of the Company or any person with respect to such
      securities.

     

    (m) I
      understand that (i) the Units and the underlying securities have not been
      registered under the Securities Act, or the securities laws of certain states
      in
      reliance on specific exemptions from registration, (ii) no securities
      administrator of any state or the federal government has recommended or endorsed
      this offering or made any finding or determination relating to the fairness
      of
      an investment in the Company and (iii) the Company is relying on my
      representations and agreements for the purpose of determining whether this
      transaction meets the requirements of the exemptions afforded by the Securities
      Act and certain state securities laws.

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    (n) I
      understand that (i) since neither the offer nor sale of the Units has been
      registered under the Securities Act or the securities laws of any state, the
      Units may not be sold, assigned, pledged or otherwise disposed of unless they
      are so registered or an exemption from such registration is available, and
      (ii)
      it is not anticipated that there will be any market for the resale of the
      Units.

     

    (o) I
      have
      been urged to seek independent advice from my professional advisors relating
      to
      the suitability of an investment in the Company in view of my overall financial
      needs and with respect to the legal and tax implications of such
      investment.

     

    (p) If
      the
      Investor is a corporation, company, trust, employee benefit plan, individual
      retirement account, Keogh Plan, or other tax-exempt entity, it is authorized
      and
      qualified to become an Investor in the Company and the person signing this
      Subscription Agreement on behalf of such entity has been duly authorized by
      such
      entity to do so.

     

    (q) The
      information contained in my Investor Questionnaire, as well as any information
      which I have furnished to the Company with respect to my financial position
      and
      business experience, is correct and complete as of the date of this Subscription
      Agreement and, if there should be any material change in such information prior
      to the Closing of the offering, I will furnish such revised or corrected
      information to the Company.

     

    (r) Neither
      the Investor or any person acting on its behalf or at its direction will engage
      in any short sale hypothecation or other similar transaction with the Company's
      Common Stock.

     

    I
      hereby
      acknowledge and am aware that except for any rescission rights that may be
      provided under applicable laws, I am not entitled to cancel, terminate or revoke
      this subscription, and any agreements made in connection herewith shall survive
      my death or disability.

     

    8. Indemnification.
      I hereby
      agree to indemnify and hold harmless the Company and its officers, directors,
      stockholders, employees, agents, and counsel against any and all losses, claims,
      demands, liabilities, and expenses (including reasonable legal or other
      expenses, including reasonable attorneys' fees) incurred by each such person
      in
      connection with defending or investigating any such claims or liabilities,
      whether or not resulting in any liability to such person, to which any such
      indemnified party may become subject under the Securities Act, under any other
      statute, at common law or otherwise, insofar as such losses, claims, demands,
      liabilities and expenses (a) arise out of or are based upon any untrue statement
      or alleged untrue statement of a material fact made by me and contained in
      this
      Subscription Agreement or my Investor Questionnaire, or (b) arise out of or
      are
      based upon any breach by me of any representation, warranty, or agreement made
      by me contained herein or therein.

     

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    9. Severability.
      In the
      event any parts of this Subscription Agreement are found to be void, the
      remaining provisions of this Subscription Agreement shall nevertheless be
      binding with the same effect as though the void parts were deleted.

     

    10. Choice
      of Law and Jurisdiction.
      This
      Subscription Agreement shall be governed by the laws of the State of Florida
      as
      applied to contracts entered into and to be performed entirely within the State
      of Florida. Any action arising out of this Subscription Agreement shall be
      brought exclusively in a court of competent jurisdiction in Broward County,
      Florida, and the parties hereby irrevocably waive any objections they may have
      to venue in Broward County, Florida.

     

    11. Counterparts.
      This
      Subscription Agreement may be executed in one or more counterparts, each of
      which shall be deemed an original but all of which together shall constitute
      one
      and the same instrument. The execution of this Subscription Agreement may be
      by
      actual or facsimile signature.

     

    12. Benefit.
      This
      Subscription Agreement shall be binding upon and inure to the benefit of the
      parties hereto.

     

    13. Notices
      and Addresses.
      All
      notices, offers, acceptance and any other acts under this Subscription Agreement
      (except payment) shall be in writing, and shall be sufficiently given if
      delivered to the addresses by registered mail or by Federal Express or similar
      courier delivery or by facsimile delivery confirmed by either of the two
      preceding methods, as follows:

    

      
        	
                Investor:

              	
                At
                  the address designated on the signature page of this Subscription
                  Agreement.

              
	 	 
	
                The
                  Company:

              	
                Onstream
                  Media Corporation

              
	 	
                1291
                  S.W. 29th Avenue

              
	 	
                Pompano
                  Beach, Florida 33069

              
	 	
                Fax
                  No. (954) 917-6660

              
	 	 
	
                With
                  a copy to:

              	
                Arnstein
                  & Lehr LLP

              
	 	
                200
                  East Las Olas Boulevard, Suite 1700

              
	 	
                Fort
                  Lauderdale, Florida 33301

              
	 	
                Attention:
                  Joel D. Mayersohn, Esq.

              
	 	
                Tel.
                  No. (954) 713-7614

              
	 	
                Fax
                  No. (953) 713-7700

              


      

    

    

    

    or
      to
      such other address as any of them, by notice to the others may designate from
      time to time. The transmission confirmation receipt from the sender's facsimile
      machine shall be conclusive evidence of successful facsimile delivery. Time
      shall be counted to, or from, as the case may be, the delivery in person or
      by
      mailing.

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    14. Entire
      Agreement.
      This
      Subscription Agreement constitutes the entire agreement between the parties
      with
      respect to the subject matter hereof and supersedes all prior oral and written
      agreements between the parties hereto with respect to the subject matter hereof.
      This Subscription Agreement may not be changed, waived, discharged, or
      terminated orally but, rather, only by a statement in writing signed by the
      party or parties against which enforcement or the change, waiver, discharge
      or
      termination is sought.

     

    15. Section
      Headings.
      Section
      headings herein have been inserted for reference only and shall not be deemed
      to
      limit or otherwise affect, in any matter, or be deemed to interpret in whole
      or
      in part, any of the terms or provisions of this Subscription
      Agreement.

     

    16. Survival
      of Representations, Warranties and Agreements.
      The
      representations, warranties and agreements contained herein shall survive the
      delivery of, and the payment for, the Units.

     

    17. Acceptance
      of Subscription.
      The
      Company may accept this Subscription Agreement at any time for all or any
      portion of the Units subscribed for by executing a copy hereof as provided
      and
      notifying me within a reasonable time thereafter.

     

    RESIDENTS OF ALL STATES:
      THE
      UNITS OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION AND ARE
      BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION
      REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE UNITS ARE SUBJECT TO REGISTRATIONS
      ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
      PERMITTED UNDER SAID ACT AND SUCH LAWS PURSUANT TO REGISTRATION OR EXEMPTION
      THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE
      FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE UNITS
      HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION,
      ANY STATE SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY
      OF
      THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING
      OR
      THE ACCURACY OR ADEQUACY OF THE OFFERING DOCUMENTS. ANY REPRESENTATION TO THE
      CONTRARY IS UNLAWFUL.

    


    
      
         

      

      
        7

        
          

        

      

      
         

      

    


    THE
      AGGREGATE AMOUNT SUBSCRIBED FOR HEREBY IS $___________.

     

    Manner
      in
      Which Title is to be Held. (check one)

     

    ___
      Individual Ownership

    ___
      Community Property

    ___
      Joint
      Tenant with Right of Survivorship (both parties must sign)

    ___
      Partnership

    ___
      Tenants in common

    ___
      Corporation

    ___
      Trust

    ___
      IRA
      or Keough

    ___
      Other
      (please indicate)

    
      	 	
              Dated:
                ____________________________

            
	 	 
	
              INDIVIDUAL
                INVESTORS

            	
              ENTITY
                INVESTORS

            
	______________________________	 
	______________________	
              Name
                of entity, if any

            
	
              Signature
                (Individual)

            	 
	 	
              By: 
                ______________________________

            
	 	
              *Signature

            
	______________________	
              Its  
                ______________________________

            
	
              Signature
                (Joint)

            	
              Title

            
	
              (all
                record holders must sign)

            	 
	 	 
	______________________	 
	
              Name(s)
                Typed or Printed

            	
              Name
                Typed or Printed

            
	 	 
	
              Address
                to Which Correspondence

            	
              Address
                to Which Correspondence

            
	
              Should
                be Directed

            	
              Should
                be Directed

            
	______________________	______________________
	______________________	______________________
	
              City,
                State and Zip Code

            	
              City,
                State and Zip Code

            
	______________________	______________________
	
              Tax
                Identification or

            	
              Tax
                Identification or

            
	
              Social
                Security Number

            	
              Social
                Security Number

            


    

    


    
      	 	
              *

            	
              If
                Units are being subscribed for by any entity, the Certificate of
                Signatory
                on the next page must also be
                completed

            


    

     

    The
      foregoing subscription is accepted and the Company hereby agrees to be bound
      by
      its terms.

     

    
      	 	
              ONSTREAM
                MEDIA CORPORATION

            
	
               

            	
               

            
	
              Dated:
                ________________

            	
              By:
                ______________________________

            
	
               

            	
              Randy
                Selman, President

            


    


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    CERTIFICATE
      OF SIGNATORY

     

    (To
      be
      completed if Units are being subscribed for by an entity)

     

    


    I,
      _______________________________, the ____________________________

    (name
      of signatory)     (title)

     

    of______________________________
      "Entity"), a  __________________________

    (name
      of entity)

    _________________________________________

    (type
      of entity)

    


    


    hereby
      certify that I am empowered and duly authorized by the Entity to execute the
      Subscription Agreement and to purchase the Units, and certify further that
      the
      Subscription Agreement has been duly and validly executed on behalf of the
      Entity and constitutes a legal and binding obligation of the
      Entity.

     

    IN
      WITNESS WHEREOF, I have set my hand this ___ day of _________,
      2008.

     

    


    
      	 	 ______________________________
	 	
              (Signature)