INTERNET HOLDINGS, INC.



                          SUBSCRIPTION FOR COMMON STOCK
                            ISSUED UNDER REGULATION S


                                  Page 1 of 13

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                             SUBSCRIPTION AGREEMENT


1)   Subscription for Shares. The undersigned hereby subscribes for the purchase
     of the number of shares  ("Offered  Shares")  of common  stock,  $0.001 par
     value ("Common  Stock"),  of Internet  Holdings,  Inc.,  quoted on the NASD
     Bulletin  Board  with  stock  symbol  HTTP  ("Company"),  set  forth on the
     signature page hereof,  at a price of U.S.  $1.00 per share,  in accordance
     with and subject to the terms and conditions described herein.

2)   Amount and Method of Payment.  The Purchase  Price is payable by check made
     payable to Panther Capital Ltd, Client Account re Internet Holdings,  Inc.,
     22 Grosvenor Square,  London W1X 9LF United Kingdom or via wire transfer by
     arrangement.

3)   Acceptance of Subscription. The undersigned understands and agrees with the
     Company as to each of the following:

     a)   This subscription may be accepted or rejected by the Company, in whole
          or  in  part,  at  its  sole  discretion.   In  the  event  that  this
          subscription  is  rejected in whole or in part the  appropriate  funds
          shall be returned to  subscribers  without  payment of any interest

     b)   This  subscription  shall be deemed accepted only when it is signed by
          the Company.

     c)   The Company has no  obligation  to accept  subscriptions  in the order
          received.

4)   Representations  and  Warranties.   The  undersigned  hereby  acknowledges,
     represents and warrants to, and agrees with, the Company as follows:

     a)   The  undersigned  did not receive the offer to purchase  the Shares in
          the United States.

     b)   The undersigned represents either:

          i)   At the time the buy  order was  originated  the  undersigned  was
               outside of the United States, or

          ii)  The  transaction  underlying  the purchase and sale of the Shares
               was  executed  in, on or through a physical  trading  floor of an
               established  foreign securities  exchange that is located outside
               of the United States.

     c)   The undersigned may not sell the Offered Shares to a U.S.  Person,  as
          defined on Annex A attached hereto, or for the account or benefit of a
          U.S.  Person prior to the  expiration of 12 months from the Closing of
          the Offering (the  "Restricted  Period");  following the expiration of
          the Restricted  Period,  the  undersigned may not sell the Shares to a
          U.S.  Person,  or for the benefit of a U.S.  Person unless such shares
          are  registered  under  the  Securities  Act of 1933 as  amended  (the
          "Act"),  or an exemption from  registration is available under the Act
          and applicable state  securities laws and the undersigned  delivers an
          opinion of counsel satisfactory to the Company to that effect.

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d)   The  undersigned  or his  purchaser  representative  has  had a  reasonable
     opportunity to ask questions of and receive  information and answers from a
     person or persons  acting on behalf of the Company  concerning  the Company
     and the offering of the Shares, as the undersigned may deem necessary,  and
     all such  questions  have been answered and all such  information  has been
     provided to the full satisfaction of the undersigned.

e)   The  undersigned  is a bona  fide  resident  of the  country  listed on the
     signature page to this Subscription Agreement ("Country") in that:

     i)   If a  corporation,  partnership,  trust  or  other  form  of  business
          organization, it has its principal office within the Country;

     ii)  If an individual, has his principal residence in the Country; and

     iii) If a  corporation,  partnership,  trust  or  other  form  of  business
          organization which was organized, reorganized or recapitalized for the
          specific  purpose of acquiring  Offered Shares,  all of its beneficial
          owners are resident outside the United States.

f)   The  undersigned  or his purchaser  representative  has such  knowledge and
     experience  in  financial,  tax and  business  matters  as to enable him to
     utilize  the  information  made  available  to him in  connection  with the
     Offering of the Offered Shares in order to evaluate the merits and risks of
     an  investment in the Company and to make an informed  investment  decision
     with  respect  thereto.  In  addition,  the  undersigned  or his  purchaser
     representative   has  a  general  knowledge  of  finance,   securities  and
     investments and has demonstrated skill in making investments based upon his
     actual  participation.  The  undersigned is not relying on the Company with
     respect to the tax and other  economic  considerations  of the  undersigned
     relating  to his  decision  to make  this  investment.  In  regard  to such
     considerations  of the  undersigned  relating to his  decision to make this
     investment.  In regard to such  considerations,  the investor has relied on
     the advice of, or has consulted with, only his own advisor. The undersigned
     recognizes that investment in the company  involves a number of significant
     risks and further  acknowledges that he or it can bear the economic risk of
     the  purchase  of the  Offered  Shares,  including  the  total  loss of its
     investment.

g)   The undersigned understands that no State or Federal governmental authority
     has  made  any  finding  or  determination  relating  to the  fairness  for
     investment in the Offered Shares and that no state or federal  governmental
     authority has  recommended or endorsed,  or will recommend or endorse,  the
     investment in Offered Shares. The undersigned further acknowledges that, in
     the  event  of a  breach  of  any of the  representations,  warranties,  or
     covenants  contained herein, the Company shall have the right and option to
     rescind the sale of the Offered Shares to the  undersigned.  In such cases,
     the amount payable upon rescission will be the Purchase Price, less certain
     expenses, costs and damages incurred by the Company.

h)   The foregoing representations, warranties and agreements, together with all
     other  representations  and warranties  made or given by the undersigned to
     the  Company  in any other  written  statement  or  document  delivered  in
     connection with the  transactions  contemplated  hereby,  shall be true and
     correct  in  all  respects  on  and as of the  date  of  this  Subscription
     Agreement as if made on and as of such date and shall survive such date.

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5)   Additional Representations by Distributors.

     The undersigned, if a distributor, hereby represents as follows:

     a)   If the undersigned is a "distributor",  as defined in Annex A attached
          hereto,  who sells the  Offered  Shares  to a  distributor,  dealer or
          person receiving a concession, fee or other remuneration in respect of
          the securities  sold prior to the expiration of the Restricted  Period
          or who sells securities representing part of its unsold allotment, the
          undersigned  shall send confirmation or other notice to such purchaser
          stating  that the  purchaser  is subject to the same  restrictions  on
          offers and sales that apply to a distributor.

     b)   If the undersigned is a distributor,  the undersigned  agrees that all
          offers  and sales of the  securities  prior to the  expiration  of the
          Restricted Period shall be made only in accordance with the provisions
          of Rule 903 or Rule 904 under  Regulation S; pursuant to  registration
          of the securities under the Act; or pursuant to an available exemption
          from the registration requirements of the Act.

6)   Limitations on Transfer. The undersigned acknowledges that he is aware that
     there are restrictions on the transferability of the Offered Shares of U.S.
     persons  or  for  the  benefit  of  U.S.  persons.   The  undersigned  also
     acknowledges that he will be responsible for compliance with all conditions
     on transfer imposed by a federal or state securities statute and securities
     law administrator or the Company.

7)   Representations of the Company. The Company represents and warrants to, and
     agrees with, the undersigned that:

     a)   The  Company  has been  duly  incorporated  and  validly  exists  as a
          corporation in good standing under the laws of the State of Utah.

     b)   This Agreement has been duly authorized, executed and delivered by the
          Company and is a valid and binding agreement enforceable in accordance
          with  its  terms,  subject  to  bankruptcy,   insolvency,   fraudulent
          transfer,  reorganization,  moratorium  and  similar  laws of  general
          applicability relating to or affecting creditors' rights generally and
          to general  principles  of equity;  and the Issuer has full  corporate
          power and  authority  necessary  to enter into this  Agreement  and to
          perform its obligations hereunder.

     c)   No consent, approval,  authorization or order of any court, government
          agency or body or arbitrator  having  jurisdiction over the Company or
          any of its  affiliates  is required for  execution of this  Agreement,
          including,  without  limitation,  the issuance and sale of the Offered
          Shares, or the performance of its obligations hereunder.

     d)   Neither  the  sale  of  the  Offered  Shares   pursuant  to,  nor  the
          performance of its  obligations  under,  this Agreement by the Company
          will:

          i)   Violate,  conflict  with,  result in a breach of, or constitute a
               default (or an event which with the giving of notice or the lapse
               of time or both  would  be  reasonably  likely  to  constitute  a
               default) under

               (1)  The  articles  of  incorporation,  charter or by-laws of the
                    Company or any of its affiliates,

                                  Page 4 of 13

<PAGE>


               (2)  Any decree,  judgment,  order, law, treaty, rule, regulation
                    or  determination  applicable  to the  Company or any of its
                    affiliates  of any court,  governmental  agency or body,  or
                    arbitrator  having  jurisdiction  over the Company or any of
                    its affiliates having jurisdiction or over the properties or
                    assets of the Company or any of its affiliates,

               (3)  The terms of any bond, debenture, note or any other evidence
                    of  indebtedness,  or any  agreement,  stock option or other
                    similar plan, indenture,  lease, mortgage,  deed of trust or
                    other  instrument  to  which  the  Company  or  any  of  its
                    affiliates  bound,  or to which any of the properties of the
                    Company or any of its affiliates is subject, or

               (4)  The  terms of any  "lock-up"  or  similar  provision  of any
                    underwriting  or similar  agreement  to which the Company or
                    any of its affiliates is a party; or

          ii)  Result in the  creation  or  imposition  of any  lien,  charge or
               encumbrance  upon the Offered  Shares or any of the assets of the
               Company or any of its affiliates.

     e)   The Offered Shares:

          i)   Are free and clear of any security  interests,  liens,  claims or
               other encumbrances; ii) Have been duly and validly authorized and
               on the Closing Date will be duly and validly  issued,  fully paid
               and non-assessable;

          iii) Will not have been, individually and collectively, issued or sold
               in violation of any  preemptive  or other  similar  rights of the
               holders of any securities of the Company;

          iv)  Will not  subject the holders  thereof to personal  liability  by
               reason of being such holders; and

          v)   Are  quoted  on,  and  will at the time of sale be  eligible  for
               trading  on,  the  National  Association  of  Securities  Dealers
               Automated Quotation  ("NASDAQ") system either on the NASDAQ Small
               Cap market or the NASD Bulletin Board.

8)   Additional Information. The undersigned hereby acknowledges and agrees that
     the  Company may make or cause to be made such  further  inquiry and obtain
     such additional  information as it may deem  appropriate with regard to the
     suitability of the undersigned.

9)   Assignability.  The  undersigned  agrees  not to  transfer  or assign  this
     Subscription Agreement, or any of his interest herein.

10)  Entire  Agreement.  This  Subscription  Agreement  constitutes  the  entire
     agreement  between the parties  hereto with  respect to the subject  matter
     hereof,  and there are no  representations,  covenants or other  agreements
     except as stated  herein or referred to herein.  Neither this  Subscription
     Agreement nor any provision hereof shall be waived,  modified,  discharged,
     or  terminated  except  by an  instrument  in  writing  signed by the party
     against whom any such waiver,  modification,  discharge or  termination  is
     sought.

11)  Applicable  Law.  This   Subscription   Agreement  shall  be  construed  in
     accordance with and governed by the laws of the State of New York.

                                  Page 5 of 13

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12)  Severability.  Each provision of this Subscription Agreement is intended to
     be severable from every other  provision,  and the invalidity or illegality
     of any  portion  hereof  shall not affect the  validity  or legality of the
     remainder hereof.

13)  Counterparts.  This Subscription  Agreement may be executed through the use
     of separate  signature pages or in any number of counterparts,  and each of
     such counterparts shall, for all purposes, constitute one agreement binding
     on all parties, notwithstanding that all parties are not signatories to the
     same counterpart. 14)

                                  Page 6 of 13

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                    PLEASE PRINT OR TYPE - COMPLETE ALL ITEMS



Number of Shares subscribed ______________

Total purchase price (U.S. $1.00 per Share):________________________

Printed Name(s) of Subscriber*:

__________________________                  __________________________


_________________________                   __________________________
Name of Business


__________________________                  __________________________
Business Address                                     Residence Address


__________________________                  __________________________
City, Country and Zip Code                  City, Country and Zip Code


__________________________                  __________________________
Business Telephone Number                   Residence Telephone Number


__________________________
Facsimile Number

     All correspondence and delivery of certificate and confirmations  should be
     addressed  to the above  named  person and sent by the  Company to his ____
     business ____ home address (check one).


Capacity of Subscriber (check one):

                  Individual                _______,
                  Corporation               _______,
                  Company                   _______,
                  Other                     _______ (please specify)


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Ownership of Shares (check one):

                  Individual                                          _______,
                  Joint Tenants, with rights of survivorship          _______*,
                  Tenants in Common                                   _______*,
                  Tenants in Entirety                                 _______*,
                  Community Property                                  _______*,

     * If you are purchasing Shares with only your spouse as co-owner,  both you
     and your spouse must sign the  signature  page. If any co-owner is not your
     spouse, all co-owners must sign the signature page.

Name of Purchaser Representative, if any    ______________________

Address:_____________________

        _____________________

Telephone: __________________


Country of citizenship:  _____________________________

Country of incorporation or formation: _______________

                                  Page 8 of 13

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                      SIGNATURES FOR INDIVIDUAL SUBSCRIBERS


IN WITNESS WHEREOF, the undersigned represents that the foregoing statements are
true and  correct  and that he,  she or they  have  executed  this  Subscription
Agreement this _____ day of ________________, 20____.


-----------------------------               --------------------------
Printed Name                                         Signature


-----------------------------               ---------------------------
Printed Name                                         Signature


                                  Page 9 of 13

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                             SIGNATURES FOR ENTITIES


IN WITNESS WHEREOF, the undersigned represents that the following statements are
true and correct and that it has caused this  Subscription  Agreement to be duly
executed on its behalf this _____ day of _________________, 20___.


         ------------------------------
         Printed Name of Subscriber


         By:---------------------------
         Signature of Authorized Person


         ------------------------------
         Printed Name and Title




                                  Page 10 of 13

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                   THIS PAGE NOT TO BE COMPLETED BY SUBSCRIBER

            -------------------------------------------------------

                             RECEIPT AND ACCEPTANCE




SUBSCRIPTION FOR ________ SHARES ACCEPTED ON
Day: _____Month:__________,Year: _____.




         By:____________________________


         Name:___________________________


         Title:__________________________



                                  Page 11 of 13

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                                     ANNEX A



Reg.  S230.902.  As used in  Regulation  S, the  following  terms shall have the
meanings indicated.

Distributor.  "Distributor"  means any underwriter,  dealer, or other person who
participates, pursuant to a contractual arrangement, in this distribution of the
securities offered or sold in reliance on this Regulation S.

U.S. Person.

"U.S. person" means:

(i)    Any natural person resident in the United States;

(ii)   Any partnership or corporation  organized or incorporated  under the laws
       of the United States;

(iii)  Any estate of which any executor or administrator is a U.S. person;

(iv)   Any trust of which any trustee is a U.S. person;

(v)    Any agency or branch of a foreign entity located in the united States:

(vi)   Any non-discretionary account or similar account (other than an estate or
       trust) held by a dealer or other  fiduciary for the benefit or account of
       a U.S. person;

(vii)  Any discretionary account or similar account (other than estate or trust)
       held by a dealer or other fiduciary  organized,  incorporated,  or (if an
       individual) resident in the United States; and

(viii) Any partnership or corporation if:

       a)     Organized   or   incorporated   under  the  laws  of  any  foreign
              jurisdiction; and

       b)     Formed by a U.S.  person  principally for the purpose of investing
              in securities not registered under the Act, unless it is organized
              or incorporated, and owned, by accredited investors (as defined in
              Rule 501(a) under the Act) who are not natural persons, estates or
              trusts.

       c)     Notwithstanding  paragraph (b) of this section,  any discretionary
              account or similar  account  (other  than an estate or trust) held
              for the  benefit or  account  of a non-U.S.  person by a dealer or
              other professional  fiduciary organized,  incorporated,  or (if an
              individual)  resident in the United  States  shall not be deemed a
              "U.S. person".

       d)     Notwithstanding paragraph (b) of this section, any estate of which
              any professional  fiduciary acting as executor or administrator is
              a U.S. person shall not be deemed a U.S. person if:



                                  Page 12 of 13

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              i)     An  executor  or  administrator  of the estate who is not a
                     U.S. person has sole or shared  investment  discretion with
                     respect to the assets of the estate; and

              ii)    The estate is governed by foreign law.

       e)     Notwithstanding  paragraph (b) of this section,  any  professional
              fiduciary acting as trustee is a U.S. person shall not be deemed a
              U.S.  person if a  trustee  who is not a U.S.  person  has sole or
              shared investment discretion with respect to the trust assets, and
              no  beneficiary  of the  trust  (and no  settlor  if the  trust is
              revocable) is a U.S. person.

       f)     Notwithstanding paragraph (b) of this section, an employee benefit
              plan  established and administered in accordance with the law of a
              country other than the United  States and customary  practices and
              documentation of such country shall not be deemed a U.S. person.

       g)     Notwithstanding  paragraph  (b) of this  section,  any  agency  or
              branch of a U.S.  person  located  outside the United States shall
              not be deemed a "U.S. person" if:

              i)     The agency or branch  operates for valid business  reasons;
                     and

              ii)    The  agency  or  branch  is  engaged  in  the  business  of
                     insurance   or  banking  and  is  subject  to   substantive
                     insurance  or  banking  regulation,  respectively,  in  the
                     jurisdiction where located.

              iii)   The International Monetary Fund, the International Bank for
                     Reconstruction   and   Development,    the   Inter-American
                     Development  Bank, the Asian  Development Bank, the African
                     Development  Bank, the United Nations,  and their agencies,
                     affiliates  and  pension  plans,   and  any  other  similar
                     international organizations, their agencies, affiliates and
                     pension plans shall not be deemed "U.S. persons".



                                  Page 13 of 13