EX 10.1


    Exhibit
      10.1

     

    NAME
      OF SUBSCRIBER:
      _____________________________

     

    
      	
              To:
                

            	
              Odyne
                Corporation

            


    

    89
      Cabot
      Drive, Suite L

    Hauppauge,
      New York 11788

     

    SUBSCRIPTION
      AGREEMENT

     

    This
      Subscription Agreement (this “Agreement”) is being delivered to you in
      connection with your investment in Odyne Corporation (“Odyne” or the “Company”).
      Matrix USA LLC (the “Placement Agent”) shall serve as the placement agent of
      Odyne in conducting an offering (the “Offering”) of units (“Units”), each Unit
      consisting of (i) a 10% Senior Secured Convertible Debenture (“Debenture”),
      which shall be secured by a first priority lien on Odyne’s assets, and which are
      convertible into shares of Odyne’s common stock (“Common Stock”), and (ii) a
      detachable, three-year warrant to purchase shares of Common Stock (“Warrant”)
      equal to 100% of the principal amount of the Debenture divided by the exercise
      price of the Warrant, which is $0.75 per
      share. The purchase price per Unit is $100,000. The Offering is being conducted
      on a “best efforts - five (5) Units or none” basis with a maximum of thirty five
      (35) Units being offered. All funds received in the Offering prior to the First
      closing of the Offering (the “First Closing”) shall be held in escrow by
      Signature Bank (the “Escrow Agent”) and, upon fulfillment of the other
      conditions precedent set forth herein, shall be released from escrow and
      delivered to Odyne at which time the securities subscribed for as further
      described below shall be delivered, subject to Section 8 hereof, to you. The
      Company and the Placement Agent may continue to offer and sell Units and conduct
      additional closings (each, a “Closing”) for the sale of additional Units after
      the First Closing until the termination of the Offering. 

     

    1.    SUBSCRIPTION
      AND PURCHASE PRICE

     

    1.1    Subscription.
      Subject
      to the conditions set forth in Section 2 hereof, the undersigned hereby
      subscribes for and agrees to purchase the number of Units indicated on page
      10
      hereof on the terms and conditions described herein. The minimum number of
      Units
      that may be purchased is five (5). Subscriptions for lesser amounts may be
      accepted at the discretion of Odyne and the Placement Agent.

     

    1.2    Purchase
      of Securities.
      The
      undersigned understands and acknowledges that the purchase price to be remitted
      to the Placement Agent in exchange for the Units shall be $100,000 per Unit,
      for
      an aggregate purchase price as set forth on page 10 hereof (the “Aggregate
      Purchase Price”). The undersigned’s delivery of this Agreement to the Placement
      Agent shall be accompanied by payment for the Units subscribed for hereunder,
      payable in United States dollars, by check or wire transfer, to “Signature Bank,
      as Escrow Agent for Odyne Corporation” with the undersigned’s delivery of this
      Agreement to the Placement Agent. The undersigned understands and agrees that,
      subject to Section 2.1(a) and applicable law, by executing this Agreement,
      he,
      she or it is entering into a binding agreement. The undersigned further
      understands and acknowledges that he, she or it is purchasing the Units
      independently and not in reliance of any person or entity participating in
      this
      Offering. 


    
      
         

      

      
         

        
          

        

      

      
         

      

    


    2.    ACCEPTANCE
      AND CLOSING PROCEDURES

     

    2.1    Acceptance
      or Rejection.

     

    (a)    The
      obligation of the undersigned to purchase the Units shall be irrevocable, and
      the undersigned shall be legally bound to purchase the Units subject to the
      terms set forth in this Agreement.

     

    (b)    The
      undersigned understands and agrees that Odyne and the Placement Agent reserve
      the right to reject this subscription for the Units in whole or part at any
      time
      prior to the closing (the “Closing”) of the purchase and sale of the Units if,
      in their reasonable judgment, they deem such action to be in the best interest
      of Odyne, notwithstanding the undersigned’s prior receipt of notice of
      acceptance of the undersigned’s subscription.

     

    (c)    In
      the
      event of rejection of this subscription by Odyne or the Placement Agent in
      accordance with Section 2.1(b), or in the event that the sale of the Units
      is
      not consummated by the Placement Agent for any reason, this Agreement and any
      other agreement entered into between the undersigned and the Placement Agent
      relating to this subscription shall thereafter have no force or effect, and
      the
      Placement Agent shall promptly return or cause to be returned to the undersigned
      the purchase price remitted to the Escrow Agent, without interest thereon or
      deduction therefrom.

     

    2.2    Closing.

     

    Each
      Closing shall take place at the offices of Greenberg Traurig, LLP, counsel
      to
      Odyne, at The MetLife Building, 200 Park Avenue, 15th Floor, New York, New
      York
      10166, or such other place as determined by the Placement Agent. The First
      Closing shall take place on a Business Day promptly following the satisfaction
      of the conditions set forth in Section 8 below. Each subsequent Closing shall
      take place at such times as determined by Odyne (each closing date referred
      to
      as a “Closing Date”), or such other date as is mutually agreed to by the parties
      and the undersigned. “Business Day” shall mean from the hours of 9:00 a.m.
      (E.S.T.) through 5:00 p.m. (E.S.T.) of a day other than a Saturday, Sunday
      or
      other day on which commercial banks in New York, New York are authorized or
      required to be closed.

     

    3.    INVESTOR’S
      REPRESENTATIONS AND WARRANTIES

     

    The
      undersigned hereby acknowledges, agrees with and represents and warrants to
      Odyne and the Placement Agent and its affiliates, as follows:

     

    (a)    The
      undersigned has full power and authority to enter into this Agreement, the
      execution and delivery of which has been duly authorized, if applicable, and
      this Agreement constitutes a valid and legally binding obligation of the
      undersigned.

     

    (b)    The
      undersigned acknowledges his, her or its understanding that the offering and
      sale of the Units is intended to be exempt from registration under the
      Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section
      4(2) of the Securities Act and the provisions of Regulation D promulgated
      thereunder (“Regulation D”). In furtherance thereof, the undersigned represents
      and warrants to Odyne and the Placement Agent and its affiliates as
      follows:

     

    (i)    The
      undersigned realizes that the basis for the exemption from registration may
      not
      be available if, notwithstanding the undersigned’s representations contained
      herein, the undersigned is merely acquiring the Units for a fixed
      or


    
      
         

      

      
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    determinable
      period in the future, or for a market rise, or for sale if the market does
      not
      rise. The undersigned does not have any such intention.

     

    (ii)    The
      undersigned is acquiring the Units solely for the undersigned’s own beneficial
      account, for investment purposes, and not with view to, or resale in connection
      with, any distribution of the Debenture, or shares of Common Stock into which
      the Debenture is convertible and the Warrants are exercisable.

     

    (iii)    The
      undersigned has the financial ability to bear the economic risk of his, her
      or
      its investment, has adequate means for providing for current needs and
      contingencies, and has no need for liquidity with respect to the investment
      in
      Odyne;

     

    (iv)    The
      undersigned and the undersigned’s attorney, accountant, purchaser representative
      and/or tax advisor, if any (collectively, “Advisors”), have received the
      Confidential Private Placement Memorandum of the Company dated September 19,
      2007, together with all annexes thereto (as such documents may be further
      amended or supplemented after the date hereof, the “Offering Materials”),
      relating to the Offering by Odyne of the Units, and all other documents
      requested by the undersigned or Advisors, if any, have carefully reviewed them
      and understood the information contained therein, prior to the execution of
      this
      Agreement; and

     

    (v)    The
      undersigned (together with the
      undersigned’s
      Advisors, if any) has such knowledge and experience in financial and business
      matters as to be capable of evaluating the merits and risks of the prospective
      investment in the Units. If other than an individual, the undersigned also
      represents it has not been organized solely for the purpose of acquiring the
      Units.

     

    (c)    The
      information in the Investor Questionnaire completed and executed by the
      undersigned (the “Investor Questionnaire”) is true and accurate in all respects,
      and the undersigned is an “accredited investor,” as that term is defined in Rule
      501(a) of Regulation D.

     

    (d)    The
      undersigned is not relying on the Placement Agent or its affiliates or
      sub-agents with respect to economic considerations involved in this investment.
      The undersigned has relied on the advice of, or has consulted with, only his,
      her or its Advisors. Each Advisor, if any, is capable of evaluating the merits
      and risks of an investment in the Units as such are described in the Offering
      Materials, and each Advisor, if any, has disclosed to the undersigned in writing
      (a copy of which is annexed to this Agreement) the specific details of any
      and
      all past, present or future relationships, actual or contemplated, between
      the
      Advisor and the Placement Agent or any affiliate or sub-agent
      thereof.

     

    (e)    The
      undersigned will not sell or otherwise transfer the Debenture or Warrants
      (including such shares of Common Stock into which the Debentures are convertible
      and Warrants are exercisable, and collectively with the Debentures and Warrants,
      the “Securities”) without registration under the Securities Act or an exemption
      therefrom, and fully understands and agrees that the undersigned must bear
      the
      economic risk of his, her or its purchase because, among other reasons, the
      Securities 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 the applicable state securities laws, or an exemption
      from such registration is available. In particular, the undersigned is aware
      that the Securities are “restricted securities,” as such term is defined in Rule
      144 promulgated under the Securities Act (“Rule 144”), and they may not be sold
      pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The
      undersigned also understands that, except as otherwise provided herein, Odyne
      is
      under no obligation to register the Securities on the undersigned’s behalf or to
      assist the undersigned in complying with any exemption from
      registration


    
      
         

      

      
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    under
      the
      Securities Act or applicable state securities laws. The undersigned understands
      that any sales or transfers of the Securities may be further restricted by
      state
      securities laws and are further restricted by the provisions of this
      Agreement.

     

    (f)    No
      representations or warranties have been made to the undersigned by Odyne or
      the
      Placement Agent, or any of their respective officers, employees, agents,
      sub-agents, affiliates or subsidiaries, other than any representations of Odyne
      or the Placement Agent contained herein and in the Offering Materials, and
      in
      subscribing for Units the undersigned is not relying upon any representations
      other than those contained herein or in the Offering Materials.

     

    (g)    The
      undersigned understands and acknowledges that the undersigned’s purchase of the
      Units is a speculative investment that involves a high degree of risk and the
      potential loss of the undersigned’s entire investment. The undersigned has
      carefully read and considered the matters set forth in the Offering Materials
      and in particular the matters under the caption “Risk Factors” therein, and
      expressly acknowledges that Odyne has a limited operating history. 

     

    (h)    The
      undersigned’s overall commitment to investments that are not readily marketable
      is not disproportionate to the undersigned’s net worth, and an investment in the
      Units will not cause such overall commitment to become excessive.

     

    (i)    The
      undersigned understands and agrees that the Securities shall bear substantially
      the following legend until (i) such Securities shall have been registered under
      the Securities Act and effectively disposed of in accordance with a registration
      statement that has been declared effective or (ii) in the opinion of counsel
      for
      Odyne such Securities may be sold without registration under the Securities
      Act
      or any applicable “blue sky” or state securities laws:

     

    THE
      SECURITIES REPRESENTED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES
      LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT
      BE
      OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR
      HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY
      THE
      ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES
      UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER
      THAT SUCH REGISTRATION IS NOT REQUIRED.

     

    (j)    Neither
      the U.S. Securities and Exchange Commission (the “SEC”) nor any state securities
      commission has approved the Units or the Securities, or passed upon or endorsed
      the merits of the Offering or confirmed the accuracy or determined the adequacy
      of the Offering Materials. The Offering Materials has not been reviewed by
      any
      Federal, state or other regulatory authority.

     

    (k)    The
      undersigned and his, her or its Advisors, if any, have had a reasonable
      opportunity to ask questions of and receive answers from a person or persons
      acting on behalf of Odyne concerning the offering of the Units and the business,
      financial condition, results of operations and prospects of Odyne, and all
      such
      questions have been answered to the full satisfaction of the undersigned and
      the
      undersigned’s Advisors, if any.

     

    (l)    The
      undersigned is unaware of, is in no way relying on, and did not become aware
      of
      the offering of the Units through or as a result of, any form of general
      solicitation or general advertising including, without limitation, any article,
      notice, advertisement or other communication


    
      
         

      

      
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    published
      in any newspaper, magazine or similar media or broadcast over television, radio
      or electronic mail through the Internet, in connection with the offering and
      sale of the Units and is not subscribing for Units and did not become aware
      of
      the offering of the Units through or as a result of any seminar or meeting
      to
      which the undersigned was invited by, or any solicitation of a subscription
      by,
      a person not previously known to the undersigned in connection with investments
      in securities generally.

     

    (m)    The
      undersigned has taken no action that would give rise to any claim by any person
      for brokerage commissions, finders’ fees or the like relating to this Agreement
      or the transactions contemplated hereby (other than commissions to be paid
      by
      Odyne to the Placement Agent, its sub-agents or as otherwise described in the
      Offering Materials and, in turn, to be paid to other selected
      dealers).

     

    (n)    The
      undersigned is not relying on Odyne, the Placement Agent or any of their
      respective employees, agents or sub-agents with respect to the legal, tax,
      economic and related considerations of an investment in the Units, and the
      undersigned has relied on the advice of, or has consulted with, only his, her
      or
      its own Advisors.

     

    (o)    The
      undersigned acknowledges that any estimates or forward-looking statements or
      projections included in the Offering Materials were prepared by the management
      of Odyne in good faith, but that the attainment of any such projections,
      estimates or forward-looking statements cannot be guaranteed by Odyne or its
      management and should not be relied upon.

     

    (p)    No
      oral
      or written representations have been made, or oral or written information
      furnished, to the undersigned or his, her or its Advisors, if any, in connection
      with the offering of the Units that are in any way inconsistent with the
      information contained in the Offering Materials.

     

    (q)    The
      undersigned’s substantive relationship with the Placement Agent or sub-agents
      through which the undersigned is subscribing for Units predates the Placement
      Agent’s or such sub-agents’ contact with the undersigned regarding an investment
      in the Units.

     

    (r)    All
      of
      the foregoing representations, warranties and agreements shall survive the
      Closing.

     

    4.    ODYNE’S
      REPRESENTATIONS AND WARRANTIES

     

    Odyne
      hereby acknowledges, agrees with and represents and warrants to each of the
      undersigned, as follows:

     

    (a)    Odyne
      has
      the corporate power and authority to execute and deliver this Agreement and
      to
      perform its obligations hereunder. This Agreement has been duly authorized,
      executed and delivered by Odyne and is valid, binding and enforceable against
      Odyne in accordance with its terms. 

     

    (b)    The
      Debentures and Warrants to be issued to the undersigned pursuant to this
      Agreement, when issued and delivered in accordance with the terms thereof and
      this Agreement, will be duly and validly issued and will be fully paid and
      non-assessable. 

     

    (c)    Odyne
      has
      duly and validly reserved, out of its authorized and unissued Common Stock,
      for
      issuance upon conversion of the Debenture and exercise of the Warrants, a number
      of shares sufficient for such purpose. The Common Stock to be issued to the
      undersigned upon conversion of the Debentures and exercise of the Warrants
      pursuant to this Agreement, when issued and delivered in accordance with this
      Agreement, the Debenture and the Warrant will, upon receipt by Odyne of the
      applicable cash conversion or exercise price therefor, be validly issued and
      fully paid and non-assessable.


    
      
         

      

      
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    (d)    Neither
      the execution and delivery nor the performance of this Agreement by Odyne will
      conflict with Odyne’s Certificate of Incorporation or By-laws, as amended to
      date, or result in a breach of any terms or provisions of, or constitute a
      default under, any material contract, agreement or instrument to which Odyne
      is
      a party or by which Odyne is bound.

     

    (e)    After
      giving effect to the transactions contemplated by this Agreement and immediately
      after the Closing, Odyne will have the outstanding capital stock as described
      in
      the Offering Materials. 

     

    (g)    Odyne
      has
      made available to the Subscriber audited financial statements of Odyne for
      the
      year
      ended December 31, 2006, as well as unaudited financial statements for the
      six
      months ended June 30, 2007 (collectively the “Financial Statements”), which
      Financial Statements have been prepared in accordance with generally accepted
      accounting principles applied on a consistent basis (except as stated in such
      Financial Statements or the notes thereto) and fairly present the financial
      position of Odyne. The Offering Materials contain all material information
      relating to Odyne and its operations and financial condition. Since the date
      of
      the Financial Statements, there has been no Material Adverse Effect in Odyne’s
      business, financial condition or affairs not disclosed in the Offering
      Materials. The Offering Materials and the Financial Statements do not contain
      any untrue statement of a material fact or omit to state a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading in light of the circumstances when made.  To
      Odyne’s knowledge, none of its reports filed with the SEC contained, at the time
      they were filed, any untrue statement of a material fact or omitted to state
      any
      material fact required to be stated therein or necessary to make the statements
      made therein in light of the circumstances under which they were made, not
      misleading. 

     

    5.    COVENANTS

     

    5.1    Registration
      Rights.
      Odyne
      is obligated to register the resale of the shares of Common Stock issuable
      upon
      conversion and/or exercise of the Securities pursuant to the terms of the
      Registration Rights Agreement of even date herewith between Odyne and the
      undersigned.

     

    5.2    Short
      Sales.
      The
      undersigned covenants that neither it nor any affiliate acting on its behalf
      or
      pursuant to any understanding with it will execute any “short sales,” as defined
      in Rule 200 of Regulation SHO under the Securities Exchange Act of 1934, as
      amended (“Short Sales”), during the period commencing on the date of receipt by
      the undersigned of this Agreement and ending on the earlier of (i) the date
      of
      effectiveness of the Registration Statement or (ii) the date on which the shares
      of Common Stock issuable upon the conversion of the Debentures and exercise
      of
      the Warrants are first eligible for sale under Rule 144(k). The
      undersigned understands
      and acknowledges that the SEC currently takes the position that coverage of
      short sales of shares of the Common Stock “against the box” prior to the
      effectiveness of the Registration Statement with the Securities is a violation
      of Section 5 of the Securities Act, as set forth in Item 65, Section A, of
      the
      Manual of Publicly Available Telephone Interpretations, dated July 1997,
      compiled by the Office of Chief Counsel, Division of Corporation Finance.
Notwithstanding
      the foregoing, except as otherwise provided for in this Section 5.2, the
      undersigned does not make any representation, warranty or covenant hereby that
      it will not engage in Short Sales in the securities of the Company after
the
      earlier of (i) the date of effectiveness of the Registration Statement or (ii)
      the date on which the shares of Common Stock issuable upon the conversion of
      the
      Debentures and exercise of the Warrants are first eligible for sale under Rule
      144(k). The
      undersigned covenants that, during the period commencing on the earlier of
      (i)
      the date of effectiveness of the Registration Statement or (ii) the date on
      which the shares of Common Stock issuable upon the conversion of the Debentures
      and exercise of the Warrants are first eligible for sale under Rule 144(k)
      and
      terminating on the date when it holds no shares of Common Stock, neither the
      undersigned nor any affiliate acting on its behalf or pursuant to any
      understanding with it shall knowingly engage in


    
      
         

      

      
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    any
      Short
      Sales, except on those days (each, a “Permitted Day”) on which the aggregate
      short position with respect to the Common Stock of the undersigned prior to
      giving effect to any Short Sales by it on Permitted Day does not exceed its
      Permitted Share Position (as defined below) on such Permitted Day; provided,
      however,
      that
      the undersigned will only be entitled to engage in transactions that constitute
      Short Sales on a Permitted Day to the extent that, following such transaction,
      the aggregate short position with respect to the Common Stock of the undersigned
      does not exceed its Permitted Share Position.  For purposes of this Section
      5.2, the undersigned’s “Permitted Share Position” means, with respect to any
      date of determination, the number of shares of Common Stock beneficially owned
      by it (including shares of Common Stock issuable upon the conversion of the
      Debentures and exercise of the Warrants, and shares purchased in the open
      market, or otherwise), plus the sum of the maximum number of shares then
      issuable upon the exercise of the Warrants (including portions of the Warrants
      not yet exercised and without regard to any other exercise restrictions
      applicable to the Warrants) to the undersigned.  Notwithstanding the
      foregoing, in the case of a subscriber that is a multi-managed investment
      vehicle in which separate portfolio managers manage separate portions of the
      undersigned’s assets and the portfolio managers have no direct knowledge of the
      investment decisions made by the portfolio managers managing other portions
      of
      its assets, the covenant set forth above shall only apply with respect to the
      portion of assets managed by the portfolio manager that made the investment
      decision to purchase the Securities covered by this Agreement.

     

    6.    USE
      OF PROCEEDS

     

    The
      net
      proceeds of the Offering will be used in a manner consistent with the plan
      described in “Use of Proceeds” in the Offering Materials and the Monthly
      Operating Budget, as defined in Section 8.1(a) of this Agreement. 

     

    7.    INSIDER
      TRADING PROHIBITION; INDEMNITY

     

    7.1    Until
      the
      filing by Odyne of its Current Report on Form 8-K with the SEC describing the
      Offering, but without limiting the provisions of Section 7.2 below, the
      undersigned hereby agrees to (i) refrain from (a) engaging in any transactions
      with respect to the capital stock of Odyne or any securities exercisable or
      convertible into or exchangeable for any shares of capital stock of Odyne,
      and
      (b) entering into any transaction which would have the same effect, or entering
      into any swap, hedge or other arrangement that transfers, in whole or in part,
      any of the economic consequences of ownership of the capital stock of Odyne
      and
      (ii) indemnify and hold harmless Odyne, the Placement Agent, and their
      respective officers and directors, employees, agents, sub-agents and affiliates
      and each other person, if any, who controls any of the foregoing, against any
      loss, liability, claim, damage and expense whatsoever (including, but not
      limited to, any and all expenses whatsoever reasonably incurred in
      investigating, preparing or defending against any litigation commenced or
      threatened or any claim whatsoever) arising out of or based upon any violation
      of this Section 7 by the undersigned.

     

    7.2    The
      undersigned agrees to indemnify and hold harmless Odyne, the Placement Agent,
      the Escrow Agent and their respective officers and directors, employees, agents,
      sub-agents and affiliates and each other person, if any, who controls any of
      the
      foregoing, against any loss, liability, claim, damage and expense whatsoever
      (including, but not limited to, any and all expenses whatsoever reasonably
      incurred in investigating, preparing or defending against any litigation
      commenced or threatened or any claim whatsoever) arising out of or based upon
      any false representation or warranty by the undersigned, or the undersigned’s
      breach of, or failure to comply with, any covenant or agreement made by the
      undersigned herein or in any other document furnished by the undersigned to
      Odyne, the Placement Agent, the Escrow Agent and their respective officers
      and
      directors, employees, agents, sub-agents and affiliates and each other person,
      if any, who controls any of the foregoing in connection with the
      Offering.


    
      
         

      

      
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    8.    CONDITIONS
      TO ACCEPTANCE OF SUBSCRIPTION

     

    Odyne’s
      right to accept the subscription of the undersigned is conditioned upon
      satisfaction of the following conditions precedent on or before the date Odyne
      accepts such subscription (the “Closing Date”) (any or all of which may be
      waived by the undersigned in his, her or its sole discretion):

     

    8.1    On
      the
      First Closing, 

     

    (a)    Odyne
      shall provide the Placement Agent with evidence reasonably satisfactory to
      the
      Placement Agent that Odyne has decreased its average monthly operating expenses,
      exclusive of materials, non-cash items and expenses associated with the
      Offering, to no more than $275,000 per month, commencing as of September 1,
      2007
      (the “Monthly Operating Budget”).

    


    (b)    Messrs.
      Joseph Ambrosio and Konstantinos (Gus) Sfakianos shall have extended their
      employment agreements with Odyne for an additional three (3) years from the
      First Closing.

     

    (c)    No
      legal
      action, suit or proceeding shall be pending which seeks to restrain or prohibit
      the transactions contemplated by this Agreement.

     

    (d)    The
      representations and warranties of Odyne contained in this Agreement shall have
      been true and correct on the date of this Agreement and shall be true and
      correct on the First Closing Date as if made on the First Closing
      Date.

    


    8.2    On
      each
      Closing thereafter,

     

    (a)    No
      legal
      action, suit or proceeding shall be pending which seeks to restrain or prohibit
      the transactions contemplated by this Agreement.

     

    (b)    The
      representations and warranties of Odyne contained in this Agreement shall have
      been true and correct on the date of this Agreement and shall be true and
      correct on the Closing Date as if made on the Closing Date.

     

    (c)    Odyne
      shall have provided the Placement Agent with evidence that Odyne has been
      maintaining the Monthly Operating Budget.

    


    (d)    The
      Placement Agent shall be satisfied that the Company shall be working with the
      CEO to develop new strategies for the overall improvement of the Company,
      including, but not limited to, delivering products and adapting staffing needs
      of the Company.

    


    8.3    Appointment
      of Director.

    


    Upon
      the
      termination of the Offering, the Investor whom shall have purchased the most
      Units in this Offering shall be appointed to the Board, provided such Investor
      shall have purchased at least five (5) Units. In the event that no Investor
      shall have purchased at least five (5) Units, then the Placement Agent shall
      have the right, subject to the approval of Odyne, which such approval shall
      not
      be unreasonably withheld, to nominate an Investor to the Board or, at a minimum,
      to nominate and Investor to attend all meetings of the Board.

    


    9.    NOTICES
      TO SUBSCRIBERS

     

    9.1    THE
      SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES
      LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN


    
      
         

      

      
        -8-

        
          

        

      

      
         

      

    


    RELIANCE
      ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
      SUCH
      STATE LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC,
      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 MATERIALS. ANY REPRESENTATION TO THE
      CONTRARY IS UNLAWFUL.

     

    9.2    THE
      SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY
      NOT
      BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AND
      APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION
      THEREFROM. SUBSCRIBERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE
      FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
      TIME.

     

    
      	
              10.

            	
              MISCELLANEOUS
                PROVISIONS

            


    

     

    10.1    Survival.
      The
      undersigned’s representations and warranties made in this Subscription Agreement
      shall survive the execution and delivery of this Agreement and the delivery
      of
      the Debentures and Warrants.

     

    10.2    Notices.
      Any
      party may send any notice, request, demand, claim or other communication
      hereunder to the undersigned at the address set forth on the signature page
      of
      this Agreement or to Odyne at the address set forth above using any means
      (including personal delivery, expedited courier, messenger service, fax,
      ordinary mail or electronic mail), but no such notice, request, demand, claim
      or
      other communication will be deemed to have been duly given unless and until
      it
      actually is received by the intended recipient. Any party may change the address
      to which notices, requests, demands, claims and other communications hereunder
      are to be delivered by giving the other parties written notice in the manner
      herein set forth.

     

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

     

    10.4    Binding
      Effect.
      Except
      as otherwise provided herein, this Agreement shall be binding upon, and inure
      to
      the benefit of, the parties to this Agreement and their heirs, executors,
      administrators, successors, legal representatives and assigns. If the
      undersigned is more than one person or entity, the obligation of the undersigned
      shall be joint and several and the agreements, representations, warranties
      and
      acknowledgments contained herein shall be deemed to be made by, and be binding
      upon, each such person or entity and his, her or its heirs, executors,
      administrators, successors, legal representatives and permitted
      assigns.

     

    10.5    Assignability.
      This
      Agreement is not transferable or assignable by the undersigned. This Agreement
      shall be transferable or assignable by the Placement Agent to
      Odyne.

     

    10.6    Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, without giving effect to conflicts of law
      principles.

     

    10.7    Entire
      Agreement; Amendments; Waivers.
      This
      Agreement supersedes all other prior oral or written agreements between the
      undersigned and Odyne, their affiliates and persons acting on their behalf
      with
      respect to the matters discussed herein, and this Agreement and the instruments
      referenced herein (including the other documents executed in connection with
      the
      Offering) contain the entire understanding of the parties with respect to the
      matters covered herein and therein and, except as


    
      
         

      

      
        -9-

        
          

        

      

      
         

      

    


    specifically
      set forth herein or therein, neither Odyne nor the undersigned makes any
      representation, warranty, covenant or undertaking with respect to such matters.
      In addition:

    


    (i)    Except
      as
      provided herein, no failure or delay on the part of the Investor in exercising
      any power or right under this Agreement shall operate as a waiver thereof,
      nor
      shall any single or partial exercise of any such power or right preclude any
      other or further exercise thereof or the exercise of any other power or right.
      No notice to or demand on Odyne in any case shall entitle it to any notice
      or
      demand in similar or other circumstances. No waiver or approval by the Investor
      shall, except as may be otherwise stated in such waiver or approval, be
      applicable to subsequent transactions. No waiver or approval hereunder shall
      require any similar or dissimilar waiver or approval thereafter to be granted
      hereunder.

    


    (ii)    Neither
      this Agreement, nor any provisions hereof, shall be waived, modified, discharged
      or terminated except by an instrument in writing signed by the party against
      whom any waiver, modification, discharge or termination is sought.

     

    ANTI-MONEY
      LAUNDERING REQUIREMENTS

     

    
      	
              The
                USA PATRIOT Act

            	
              What
                is money laundering?

            	
              How
                big is the problem and why is it important?

            
	
              The
                USA PATRIOT Act is designed to detect, deter, and punish terrorists
                in the
                United States and abroad. The Act imposes new anti-money laundering
                requirements on brokerage firms and financial institutions. Since
                April
                24, 2002, all brokerage firms have been required to have new,
                comprehensive anti-money laundering programs.

               

              To
                help you understand these efforts, we want to provide you with some
                information about money laundering and our steps to implement the
                USA
                PATRIOT Act.

            	
              Money
                laundering is the process of disguising illegally obtained money
                so that
                the funds appear to come from legitimate sources or activities. Money
                laundering occurs in connection with a wide variety of crimes, including
                illegal arms sales, drug trafficking, robbery, fraud, racketeering,
                and
                terrorism.

            	
              The
                use of the U.S. financial system by criminals to facilitate terrorism
                or
                other crimes could taint our financial markets. According to the
                U.S.
                State Department, one recent estimate puts the amount of worldwide
                money
                laundering activity at $1 trillion a
                year.

            


    

    


    
      	
              What
                are we required to do to eliminate money
                laundering?

            
	
              Under
                the rules required by the USA PATRIOT Act, our anti-money laundering
                program must designate a special compliance officer, set up employee
                training, conduct independent audits, and establish policies and
                procedures to detect and report suspicious transactions and ensure
                compliance with the law.

               

            	
              As
                part of our required program, we may ask you to provide various
                identification documents or other information. Until you provide
                the
                information or documents we need, we may not be able to effect any
                transactions for you.

            


    

    



    
      
         

      

      
        -10-

        
          

        

      

      
         

      

    


    PRIVACY
      POLICY

     

    It
      is the
      policy of Matrix USA LLC (“Matrix”) to respect the privacy of customers who
      subscribe to transactions underwritten by Matrix.

     

    Whether
      its own brokers introduce customers to Matrix or the introduction was made
      through Selling Agents (hereinafter referred to as “Subscribers”) non-public
      personal information is protected by Matrix. 

     

    Matrix
      does not disclose any nonpublic personal information about Subscribers to
      anyone, except as required or permitted by law and to effect, administer, or
      enforce transactions requested by Subscribers in the ordinary processing,
      servicing or maintaining their accounts. Furthermore, Matrix does not reserve
      the right to disclose Subscriber’s nonpublic personal information in the future
      without first notifying the Subscriber of a change in privacy policy and
      providing a convenient opportunity for Subscriber to opt out of information
      sharing with nonaffiliated third parties.

     

    Under
      the
      USA PATRIOT Act of 2001 (Public Law 107-56)(together with all rules and
      regulations promulgated thereunder, the “Patriot Act”), Matrix and/or your
      broker may be required or requested to disclose to one or more regulatory and/or
      law enforcement bodies certain information regarding transactions relating
      to
      your account involving transactions with foreign entitles and individuals,
      other
      transactions in your account as required in the Patriot Act and other activities
      described in the Patriot Act as “suspicious activities.” Neither Matrix nor your
      broker shall have any obligation to advise you of any such disclosures or
      reports made in compliance with the Patriot Act.


    
      
         

      

      
        -11-

        
          

        

      

      
         

      

    


    ALL
      SUBSCRIBERS MUST COMPLETE THIS PAGE

     

    IN
      WITNESS WHEREOF, the undersigned has executed this Agreement on the ____ day
      of
      ____________ 2007.

     

    


    
      	
              ________________________

            	
              X
                $100,000 for each Unit

            	
              =
                $_____________________.

            
	
              Units
                subscribed for

            	 	
              Aggregate
                Purchase Price

            


    

    


    Manner
      in
      which Title is to be held (Please Check One):

    
      	
              1.

            	
              ___

            	
              Individual

            	
              7.

            	
              ___

            	
              Trust/Estate/Pension
                or Profit sharing Plan

              Date
                Opened:______________

            
	
              2.

            	
              ___

            	
              Joint
                Tenants with Right of Survivorship

            	
              8.

            	
              ___

            	
              As
                a Custodian for

              ________________________________

              Under
                the Uniform Gift to Minors Act of the State of

              ________________________________

            
	
              3.

            	
              ___

            	
              Community
                Property

            	
              9.

            	
              ___

            	
              Married
                with Separate Property

            
	
              4.

            	
              ___

            	
              Tenants
                in Common

            	
              10.

            	
              ___

            	
              Keogh

            
	
              5.

            	
              ___

            	
              Corporation/Partnership/
                Limited Liability Company

            	
              11.

            	
              ___

            	
              Tenants
                by the Entirety

               

            
	
              6.

            	
              ___

            	
              IRA

            	 	 	 


    

    


    IF
      MORE
      THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.

    INDIVIDUAL
      SUBSCRIBERS MUST COMPLETE PAGE 12.

    SUBSCRIBERS
      WHICH ARE ENTITIES MUST COMPLETE PAGE 13.

     

    
      
         

      

      
        -12-

        
          

        

      

      
         

      

    

     

    EXECUTION
      BY NATURAL PERSONS

     

    
      	
              _____________________________________________________________________________

              Exact
                Name in Which Title is to be Held

            
	
              _________________________________

               Name
                (Please Print)

            	 	
              _________________________________

               Name
                of Additional Purchaser

            
	
              _________________________________

               Residence:
                Number and Street

            	 	
              _________________________________

               Address
                of Additional Purchaser

            
	
              _________________________________

               City,
                State and Zip Code

            	 	
              _________________________________

               City,
                State and Zip Code

            
	
              _________________________________

               Social
                Security Number

            	 	
              _________________________________

               
                Social Security Number

            
	
              _________________________________
                

              Telephone
                Number 

            	 	
              _________________________________

              Telephone
                Number

            
	
              _________________________________
                

              Fax
                Number (if available)

            	 	
              ________________________________

              Fax
                Number (if available)

            
	
              _________________________________
                

              E-Mail
                (if available) 

            	 	
              ________________________________
                

              E-Mail
                (if available)

            
	
              __________________________________

               (Signature)

            	 	
              ________________________________

               (Signature
                of Additional Purchaser)

            
	
               

               

              ACCEPTED
                this ___ day of _________ 2007, on behalf of Odyne.

            
	 	
              By: _________________________________

              Name:

              Title:

            
	 	 


    

    



    
      
         

      

      
        -13-

        
          

        

      

      
         

      

    


    EXECUTION
      BY SUBSCRIBER WHICH IS AN ENTITY

    (Corporation,
      Partnership, LLC, Trust, Etc.)

     

    
      	
              _____________________________________________________________________________

              Name
                of Entity (Please Print)

            
	
              Date
                of Incorporation or Organization: 

               

            
	
              State
                of Incorporation or Organization: 

               

               

               

            
	
              State
                of Principal Office: 

               

            
	
              Federal
                Taxpayer Identification Number: 

               

              ____________________________________________

              Office
                Address

              ____________________________________________

              City,
                State and Zip Code

              ____________________________________________

              Telephone
                Number

              ____________________________________________

              Fax
                Number (if available)

              ____________________________________________

              E-Mail
                (if available)

            
	 	
              By:
                _________________________________

              Name:

              Title:

            
	
              [seal]

               

              Attest:
                _________________________________

              (If
                Entity is a Corporation)

               

            	
               

               

              _________________________________

               

               

              _________________________________

              Address

            
	 	 
	
              ACCEPTED
                this ____ day of __________ 2007, on behalf of Odyne.

            
	 	
               

               

               

              By:
                _________________________________

              Name:

              Title:

            


    

     

    
      
         

      

        -14-