**iCURIE,
      INC.**




**SUBSCRIPTION
      AGREEMENT**




**THIS
      SUBSCRIPTION AGREEMENT** is made
      between iCurie, Inc., a Nevada corporation, (the “Company”), and the undersigned
      subscriber (the “Subscriber”).




**WHEREAS,** the
      Company desires to provide financing for itself by issuing shares of its Series
      B Preferred stock, par value $0.001 per share (“Preferred Stock”) at a purchase
      price of $1.00 per share, as well as warrants exercisable for additional shares
      of common stock (“Common Stock”); and




**WHEREAS** ***,*** the
      Subscriber desires to purchase the number of shares of Preferred Stock and
      warrants set forth on the signature page of this Subscription Agreement (this
      “Agreement”).




**NOW,
      THEREFORE** ,
      in
      consideration of the promises and the mutual covenants hereinafter set forth,
      the parties hereto do hereby agree as follows:




I.
            **SUBSCRIPTION
                FOR PREFERRED STOCK; REPRESENTATIONS AND WARRANTIES BY THE
                SUBSCRIBER**




1.1  Subject
      to the terms and conditions hereinafter set forth, the Subscriber hereby
      subscribes for and agrees to purchase the number of shares of Preferred Stock
      from the Company set forth on the signature page hereof, and when this Agreement
      is accepted and executed by the Company, the Company agrees to issue such
      Preferred Stock to the Subscriber at a purchase price of $1.00 per share (the
      “Purchase Price”). The Purchase Price will be a minimum of $1,000,000 and a
      maximum of $5,000,000 payable in $500,000 increments. Provided the Subscriber
      has satisfied all conditions set forth herein, and the Company has accepted
      and
      executed this Agreement, the Company shall deliver to InterWest Transfer
      Company, Inc., the Company’s transfer agent (the “Transfer Agent”), an
      irrevocable letter of direction (a “Letter of Direction”) to deliver to
      Subscriber a certificate representing the Preferred Stock, a copy of such Letter
      of Direction shall be provided to Subscriber, against delivery to the Company
      by
      Subscriber of the Purchase Price. The Purchase Price is payable by certified
      or
      cashiers check made payable to the order of the Company or by wire transfer
      of
      immediately available funds in accordance with wire instructions provided by
      the
      Company. As further consideration for the Purchase Price and as an inducement
      to
      Subscriber to enter into this Agreement, together with the issuance of Preferred
      Stock in accordance with terms hereof, the Company shall also at such time
      issue
      and deliver to the Subscriber warrants in the form attached hereto as Exhibit
      C
      (the “Warrants”) to purchase a number of shares of Common Stock equal to (i)
      twenty-five percent (25%) of the number of shares of Preferred Stock purchased
      by Subscriber, at a per share exercise price of $1.50; and (ii) twenty-five
      percent (25%) of the number of shares of Preferred Stock purchased by
      Subscriber, at a per share exercise price of $3.00.




1.2  The
      Subscriber recognizes that the purchase of the Preferred Stock and warrants
      involves a high degree of risk and is suitable only for persons of adequate
      financial means who have no need for liquidity in this investment in that
      (i) he may not be able to liquidate his investment in the event of an
      emergency; (ii) transferability is extremely limited; and (iii) in the
      event of a disposition, he could sustain a complete loss of his entire
      investment.




1.3  The
      Subscriber acknowledges that he is (i) a qualified investor, as described
      herein, to qualify for the purchase of the Preferred Stock and warrants;
      (ii) competent to understand and does understand the nature of the
      investment; and (iii) able to bear the economic risk of this
      investment.




1


1.4  Subscriber
      hereby represents and warrants to the Company that Subscriber understands and
      agrees that the Preferred Stock and warrants to be issued pursuant this
      Agreement has not been registered under the Securities Act of 1933, as amended
      (the “Securities Act”) or the securities laws of any state of the U.S. and that
      the issuance of the Preferred Stock and warrants is being effected in reliance
      upon an exemption from registration afforded either under Section 4(2) of the
      Securities Act for transactions by an issuer not involving a public offering
      or
      Regulation S of the Securities Act for offers and sales of securities outside
      the U.S.




1.5  By
      its
      execution of this Agreement, Subscriber represents and warrants to the Company
      as indicated on the signature page to this Agreement, either that:




(a)  such
      Subscriber is an “Accredited Investor” as such term is defined in Rule 501 of
      Regulation D promulgated under the Securities Act; or




(b)  such
      Subscriber is not a “U.S. Person” as defined in Regulation S promulgated under
      the Securities Act and as set forth in Exhibit B-1 hereto.




1.6  Subscriber
      understands that the Preferred Stock and warrants is being offered and sold
      to
      such Subscriber in reliance upon the truth and accuracy of the representations,
      warranties, agreements, acknowledgments and understandings of Subscriber set
      forth in this Agreement, in order that the Company may determine the
      applicability and availability of the exemptions from registration of the
      Preferred Stock on which the Company is relying.




1.7  If
      Subscriber indicates that it is not a U.S. person on the signature page to
      this
      Agreement, Subscriber further makes the representations and warranties to the
      Company set forth on Exhibit B-2 hereto.




1.8  The
      Subscriber acknowledges that he has significant prior investment experience,
      including investment in non-listed and non-registered securities. The Subscriber
      has a sufficient net worth to sustain a loss of its entire investment in the
      Company in the event such a loss should occur. The Subscriber’s overall
      commitment to investments which are not readily marketable is not excessive
      in
      view of the Subscriber’s net worth and financial circumstances and the purchase
      of the Preferred Stock and warrants will not cause such commitment to become
      excessive. The Subscriber recognizes the highly speculative nature of this
      investment.




1.9  The
      Subscriber: (i) if a natural person, represents that the Subscriber has
      reached the age of twenty-one (21) and has full power and authority to execute
      and deliver this Subscription Agreement and all other related agreements or
      certificates and to carry out the provisions hereof and thereof; (ii) if a
      corporation, partnership, or limited liability company or partnership, or
      association, joint stock company, trust, unincorporated organization or other
      entity, represents that such entity was not formed for the specific purpose
      of
      acquiring the Preferred Stock and warrants, such entity is duly organized,
      validly existing and in good standing under the laws of the state of its
      organization, the consummation of the transactions contemplated hereby is
      authorized by, and will not result in a violation of state law or its charter
      or
      other organizational documents, such entity has full power and authority to
      execute and deliver this Agreement and all other related agreements or
      certificates and to carry out the provisions hereof and thereof and to purchase
      and hold the securities constituting the Preferred Stock and warrants, the
      execution and delivery of this Agreement has been duly authorized by all
      necessary action, this Agreement has been duly executed and delivered on behalf
      of such entity and is a legal, valid and binding obligation of such entity;
      or
      (iii) if executing this Agreement in a representative or fiduciary
      capacity, represents that it has full power and authority to execute and deliver
      this Agreement in such capacity and on behalf of the subscribing individual,
      ward, partnership, trust, estate, corporation, or limited liability company
      or
      partnership, or other entity for whom the Subscriber is executing this
      Agreement, and such individual, partnership, ward, trust, estate, corporation,
      or limited liability company or partnership, or other entity has full right
      and
      power to perform pursuant to this Agreement and make an investment in the
      Company, and represents that this Agreement constitutes a legal, valid and
      binding obligation of such entity. The execution and delivery of this Agreement
      will not violate or be in conflict with any order, judgment, injunction,
      agreement or controlling document to which the Subscriber is a party or by
      which
      it is bound.




2


1.10  The
      Subscriber hereby represents that the Subscriber and the Subscriber’s attorney,
      accountant, purchaser representative and/or tax advisor, if any (collectively,
      “Advisors”) have reviewed the contents of all filings made by the Company
      pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
      and Securities Act, (collectively, the “SEC filings”), including, without
      limitation, the risk factors contained therein; and that the Subscriber and
      his
      Advisors have been afforded the opportunity to ask questions of and receive
      answers from duly authorized officers or other representatives of the Company
      and the Placement Agent concerning the terms and conditions of this offering,
      prior to the execution of this Agreement and all such questions have been
      answered to the full satisfaction of the Subscriber and its Advisors, if
      any.




1.11  The
      Subscriber hereby acknowledges that the offering of the shares of Preferred
      Stock and warrants has not been filed with or reviewed by the Securities and
      Exchange Commission (the “SEC”) because of the Company’s represen-tations that
      this is intended to be a nonpublic offering pursuant to Section 4(2) and
      Rule 506 of Regulation D and/or that the offer and sale of the Preferred Stock
      are outside the U.S. pursuant to Regulation S promulgated under the Securities
      Act. The Subscriber represents that the shares of Preferred Stock and warrants
      are being purchased for his own account, for investment and not for distribution
      or resale to others. The Subscriber agrees that he will not sell, transfer
      or
      otherwise dispose of any of the shares of Preferred Stock and warrants unless
      they are registered under the Securities Act or unless an exemption from such
      registration is available.




1.12  The
      Subscriber understands that the shares of Preferred Stock and warrants have
      not
      been registered under the Securities Act by reason of a claimed exemption under
      the provisions of the Securities Act which depends, in part, upon his investment
      intention. The Subscriber realizes that, in the view of the SEC, a purchase
      now
      with an intent to resell would represent a purchase with an intent inconsistent
      with his representation to the Company, and the SEC might regard such a sale,
      transfer or disposition as a deferred sale to which the exemption is not
      available.




1.13  The
      Subscriber consents that the Company may, if it desires, permit the transfer
      of
      the shares of Preferred Stock or warrants by the Subscriber out of his name
      only
      when his request for transfer is accompanied by an opinion of counsel reasonably
      satisfactory to the Company that the proposed sale, transfer or disposition
      does
      not result in a violation of the Securities Act or any applicable state “blue
      sky” laws (collectively, “Securities Laws”).




1.14  The
      Subscriber consents to the placement of a legend on the certificates evidencing
      the shares of Preferred Stock stating that they have not been registered under
      the Securities Act and setting forth or referring to the restrictions on the
      sale, transfer or disposition thereof. The Subscriber is aware that the Company
      will make a notation in its appropriate records with respect to the restrictions
      on the sale, transfer or disposition of the shares of Preferred Stock and
      warrants.




1.15  The
      Subscriber acknowledges and agrees that the Company is relying on the
      Subscriber’s representations contained in this Agreement and the related
      subscription documents in determining whether to accept this subscription.
      The
      Subscriber hereby agrees that the Company reserves the unrestricted right to
      reject or limit any subscription, to close the offer at any time, and/or to
      request additional information from the Subscriber.




3


1.16  The
      Subscriber represents and warrants that all representations made by the
      Subscriber hereunder are true and correct in all material respects as of the
      date of execution hereof, and the Subscriber covenants that until the closing
      on
      the shares of Preferred Stock subscribed for he shall inform the Company
      immediately of any changes in any of the representations provided by the
      Subscriber hereunder.




1.17  The
      Subscriber is unaware of, is in no way relying on, and did not become aware
      of
      the offering of the Preferred Stock and warrants through or as a result of,
      any
      form of general solicitation or general advertising including, without
      limitation, any article, notice, advertisement or other communication published
      in any newspaper, magazine or similar media or broadcast over television, radio
      or over the Internet, in connection with the offering and sale of the Preferred
      Stock and warrants and is not subscribing for Preferred Stock and warrants
      and
      did not become aware of the offering of the Preferred Stock and warrants through
      or as a result of any seminar or meeting to which the Subscriber was invited
      by,
      or any solicitation of a subscription by, a person not previously known to
      the
      Subscriber in connection with investments in securities generally.




1.18  The
      Subscriber has taken no action which 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.




1.19  The
      Subscriber has adequate means of providing for such Subscriber’s current
      financial needs and foreseeable contingencies and has no need for liquidity
      of
      the investment in the Preferred Stock and warrants for an indefinite period
      of
      time.




1.20  The
      Subscriber is aware that an investment in the Preferred Stock and warrants
      involves a number of very significant risks and has carefully read and
      considered the matters set forth in the SEC filings.




1.21  The
      Subscriber acknowledges that any estimates or forward-looking statements or
      financial targets included in the SEC filings were prepared by the Company
      in
      good faith, but that the attainment of any such targets, estimates or
      forward-looking statements cannot be guaranteed by the Company and should not
      be
      relied upon.




1.22  No
      oral
      or written representations have been made, or oral or written information
      furnished, to the Subscriber or its Advisors, if any, in connection with the
      offering of the Preferred Stock and warrants which are in any way inconsistent
      with the information contained in the SEC filings.




1.23  The
      Subscriber acknowledges that, as a result of the transactions contemplated
      hereby, Subscriber may in the future become subject to certain provisions of
      the
      Exchange Act and that as a result thereof, may be required to make certain
      filings with the SEC relating to the Company and the Preferred Stock, and
      Subscriber hereby agrees to fully comply with any such provisions.




1.24  Within
      five days after receipt of a request from the Company, the Subscriber shall
      provide such information and deliver such documents as may reasonably be
      necessary to comply with any and all laws and ordinances to which the Company
      is
      subject.




4


1.25  The
      Subscriber acknowledges that due to anti-terrorism and anti-money laundering
      regulations, the Company, and/or any other manager, officer, employee or agent
      acting on behalf of the Company may require further documentation verifying
      the
      Subscriber’s identity and the source of funds used to purchase an the Preferred
      Stock subscribed for hereby before this Subscription Agreement can be processed
      or accepted. To comply with applicable U.S. legislation and regulations,
      including but not limited to the International Anti-Money Laundering and
      Financial Anti-Terrorism Abatement Act of 2001 (Title III of the USA
      PATRIOT Act), the Subscriber agrees that all payments by the Subscriber to
      the
      Company and all distributions to the Subscriber from the Company will only
      be
      made in the Subscriber’s name and to and from a bank account of a bank based or
      incorporated in or formed under the laws of the United States or a bank that
      is
      not a “foreign shell bank” within the meaning of the U.S. Bank Secrecy Act (31
      U.S.C. § 5311 et seq.), as amended, and the regulations promulgated
      thereunder by the U.S. Department of the Treasury, as such regulations may
      be
      amended from time to time. The Subscriber further agrees to provide the Company
      with necessary information in connection with the Company’s compliance
      procedures with respect to anti-terrorism and anti-money laundering regulations
      prior to the Closing Date. Such information may include, but is not limited
      to,
      the name, address, telephone number, date of birth, and Social Security or
      taxpayer identification number of any such individual person, or of the
      beneficial owners of any entity, if Subscriber is an entity. Identity may be
      verified using a current valid passport or other such current valid
      government-issued identification (e.g., a driver’s license). In addition, the
      Subscriber certifies that, to the Subscriber’s knowledge, neither the Subscriber
      nor any person directly or indirectly controlling or owning any interest in
      the
      Subscriber is identified as a specially designated national or blocked person,
      or as affiliated with any such person, entity or organization on any list
      maintained by governmental authorities relating to anti-terrorism or anti-money
      laundering, including but not limited to lists maintained by the United States
      Treasury Department’s Office of Foreign Asset Control.




1.26  The
      Subscriber understands that the information contained herein may be disclosed
      to
      the United States Government by the Company as may be required by applicable
      laws.




1.27  The
      Subscriber has never filed for or been involved as a debtor in bankruptcy
      proceedings and there are no suits pending or judgments outstanding against
      it
      which, in one case or in the aggregate, could impair its ability to remain
      the
      direct holder of the Preferred Stock.




1.28  Subscriber
      represents that the address furnished by Subscriber on the signature page hereto
      is Subscriber’s principal residence if Subscriber is an individual, or
      Subscriber’s principal business address if Subscriber is an entity.




1.29  Subscriber
      acknowledges and agrees that the indication provided by Subscriber on the
      signature page hereto as to whether such Subscriber is an Accredited Investor
      (and the basis for such indication) or not a U.S. person constitute
      representations and warranties of the Subscriber under this
      Agreement.




II.
            **REPRESENTATIONS
                AND WARRANTIES BY THE
                COMPANY**




As
      of the
      date of the Company’s acceptance and execution of this Subscription Agreement,
      the Company represents and warrants to the Subscriber as follows:




2.1  The
      SEC
      filings do not contain any untrue statement of a material fact or omit to state
      any material fact necessary in order to make the statements therein, in light
      of
      the circumstances in which they were made, not misleading. If at any time prior
      to the completion of the transaction contemplated herein or other termination
      of
      this Subscription Agreement any event shall occur as a result of which it might
      become necessary to amend or supplement the SEC filings so that they do not
      include any untrue statement of any material fact or omit to state any material
      fact necessary in order to make the statements therein, in light of the
      circumstances then existing, not misleading, the Company shall promptly notify
      the Subscriber and if such amendments or supplements are not publicly available,
      shall supply the Subscriber with such amendments or supplements or Supplemental
      Information (as defined in Section 3.4) correcting or updating such statement
      or
      omission.




5


2.2  The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of Nevada, and has all requisite corporate power and authority
      to
      own and lease its properties, to carry on its business as currently conducted,
      to execute and deliver this Agreement and to carry out the transactions
      contemplated by this Agreement. The Company is duly licensed or qualified to
      do
      business as a foreign corporation in each jurisdiction in which the conduct
      of
      its business or ownership or leasing of is properties requires it to be so
      qualified, except where the failure to be so qualified would not have a material
      adverse effect on the business, assets, financial condition or results of
      operations of the Company taken as a whole (a “Material Adverse
      Effect”).




2.3  The
      authorized, issued and outstanding capital stock of the Company prior to the
      consummation of the transactions contemplated hereby is as set forth in the
      SEC
      filings. All issued and outstanding shares of Preferred Stock of the Company
      are
      validly issued, fully paid and nonassessable and have not been issued in
      violation of the preemptive rights of any securityholder of the Company. All
      shares of Preferred Stock issued to Subscriber pursuant to this Subscription
      Agreement and warrants, when issued, will be fully paid and
      nonassessable.




2.4  Except
      as
      disclosed in the SEC filings, there are not, nor shall there be immediately
      prior to the Closing, any outstanding warrants, options, agreements, convertible
      or exchangeable securities, preemptive rights to subscribe for or other
      commitments pursuant to which the Company or any of its Subsidiaries is, or
      may
      become, obligated to issue any shares of its capital stock or other securities
      of the Company and this Agreement.




2.5  The
      historical financial statements included in the SEC filings are: (i) in
      accordance with all books, records and accounts of the Company; (ii) are true,
      correct and complete in all material respects; and (iii) have been prepared
      in
      accordance with generally accepted accounting principles.




2.6  Except
      as
      disclosed in the SEC filings, each of the Company and its subsidiaries has
      good
      and marketable title to their respective properties and assets, free and clear
      of all liens, charges, encumbrances or restrictions (“Liens”), except Liens for
      the payment of current taxes which are not yet delinquent, Liens which arise
      in
      the ordinary course of business and Liens which will not result in a Material
      Adverse Effect. To the Company’s knowledge, all of the leases and subleases
      under which the Company or any subsidiary is the lessor or sublessor of
      properties or assets or under which the Company or any subsidiary holds
      properties or assets as lessee or sublessee are in full force and effect, and
      to
      the Company’s knowledge, neither the Company (nor any subsidiary) is in default
      in any material respect with respect to any of the terms or provisions of any
      of
      such leases or subleases, and to the Company’s knowledge, no material claim has
      been asserted by anyone adverse to rights of the Company or any subsidiary
      as
      lessor, sublessor, lessee or sublessee under any of the leases or subleases
      mentioned above, or affecting or questioning the right of the Company or any
      subsidiary to continued possession of the leased or subleased premises or assets
      under any such lease or sublease in each case other than any non-effectiveness,
      default or claim which could not be reasonably expected to cause a Material
      Adverse Effect. The Company and each subsidiary owns or leases all such
      properties as are necessary to their respective operations as now conducted.




2.7  Except
      as
      set forth in the SEC filings, there is no action, suit, investigation, inquiry
      or similar governmental proceeding, claim or proceeding at law or in equity
      by
      or before any arbitrator, governmental instrumentality or other agency now
      pending or, to the knowledge of any of the Company or its subsidiaries,
      threatened against the Company or any subsidiary or, to the knowledge of the
      Company, any officer or director of the Company or any subsidiary (or basis
      therefor known to the Company or any subsidiary), the adverse outcome of which
      would have a Material Adverse Effect or that seeks to prevent, enjoin, alter
      or
      delay the transactions contemplated hereby. Neither the Company nor any
      subsidiary is subject to any judgment, order, writ, injunction or decree of
      any
      federal, state, municipal or other governmental instrumentality, commission,
      board, bureau, agency or instrumentality, domestic or foreign or self-regulatory
      organization that seeks to prevent, enjoin, alter or delay the transactions
      contemplated by this Agreement.




6


2.8  To
      the
      Company’s knowledge, neither the Company nor any of the subsidiaries is in
      breach of, or in default under, any material term or provision of any indenture,
      mortgage, deed of trust, lease, note, loan or credit agreement or any other
      agreement or instrument evidencing an obligation for borrowed money, or any
      other agreement or instrument to which it is a party or by which it or any
      of
      its properties may be bound or affected, other than any default or breach which
      could not reasonably be expected to have a Material Adverse Effect. Neither
      the
      Company nor any of the subsidiaries is in violation of (i) any provision of
      its
      charter or Bylaws or (ii) any franchise, license, permit, judgment, decree
      or
      order, or any statute, rule or regulation that, in the case of this clause
      (ii),
      would, individually or in the aggregate, have a Material Adverse Effect.




2.9  Each
      of
      the Company and its subsidiaries has filed all U.S. federal, state, local and
      foreign tax returns which are required to be filed by each of them and all
      such
      returns are true and correct in all material respects, except for such failures
      to file which could not reasonably be expected to have a Material Adverse
      Effect. The Company and each subsidiary has paid all taxes pursuant to such
      returns or pursuant to any assessments received by any of them or by which
      any
      of them are obligated to withhold from amounts owing to any employee, creditor
      or third party. The Company and each subsidiary has properly accrued all taxes
      required to be accrued and/or paid, except where the failure to accrue would
      not
      have a Material Adverse Effect. To the knowledge of the Company, the tax returns
      of the Company and its subsidiaries are not currently being audited by any
      state, local or federal authorities. Neither the Company nor any subsidiary
      has
      waived any statute of limitations with respect to taxes or agreed to any
      extension of time with respect to any tax assessment or deficiency. The Company
      has set aside on its books adequate provision for the payment of any unpaid
      taxes.




2.10  Neither
      the Company nor any subsidiary has received notice of any violation of or
      noncompliance with any federal, state, local or foreign, laws, ordinances,
      regulations, and orders applicable to its business, which has not been cured,
      the violation of, or noncompliance with, which would have a Material Adverse
      Effect. To the knowledge of the Company, the Company and each subsidiary has
      all
      licenses required by every federal, state and local government or regulatory
      body for the operation of its business as currently conducted and the use of
      its
      properties, except where the failure to be so licensed would not have a Material
      Adverse Effect. To the knowledge of the Company, all material licenses held
      by
      the Company are in full force and effect and no violations are or have been
      recorded in respect of any license and no proceeding is pending or threatened
      to
      revoke, modify or limit any thereof.




2.11  The
      issuance of the securities pursuant to the terms of this Agreement, have been
      duly authorized by the Company’s board of directors and no further consent or
      authorization of its board of directors or its stockholders is required by
      the
      Company and constitute the legal, valid and binding obligations of the Company,
      enforceable in accordance with their respective terms, except as enforceability
      may be limited by general equitable principles, bankruptcy, insolvency,
      reorganization, moratorium or other laws affecting creditors’ rights
      generally.




2.12  Except
      as
      set forth in the SEC filings, no consent, approval, order or authorization
      of,
      or registration, qualification, designation, declaration or filing with, or
      notice to, any court, federal, state or local governmental authority or
      regulatory or self regulatory agency or authority or other person on the part
      of
      the Company or any Subsidiary is required in connection with the issuance of
      the
      securities or the consummation of the other transactions contemplated by this
      Agreement.




7


2.13  Neither
      the Company nor any subsidiary has taken any steps to seek protection pursuant
      to any bankruptcy or reorganization law, nor does the Company nor any subsidiary
      have any knowledge or reason to believe that its creditors intend to initiate
      involuntary bankruptcy or reorganization proceedings or any actual knowledge
      of
      any fact which would reasonably lead a creditor to do so.




2.14  No
      material labor dispute exists or, to the knowledge of the Company, is threatened
      with respect to any of the employees of the Company or its subsidiaries.




III.
            **TERMS
                AND CONDITIONS OF OFFERING**




3.1  If
      not
      previously accepted by the Company, this Agreement will terminate on Monday,
      October 14, 2005 at 5:00pm Central Standard Time.




3.2  The
      Subscriber hereby agrees to purchase the number of shares of Preferred Stock
      from the Company set forth upon the signature page hereof.




3.3  This
      Subscription Agreement shall be effective only to the extent, and when and
      if,
      accepted and executed by the Company, and may be accepted in whole or in part
      in
      the sole discretion of the Company. The Company shall evidence its acceptance
      of
      the Subscriber’s subscription by executing a duplicate original or a copy of
      this Subscription Agreement and delivering the same to the Subscriber.




3.4  Prior
      to
      the acceptance of this Subscription, the Company will provide to Subscriber
      copies of any material information regarding the Company not included in the
      SEC
      filings, as well as any additional information deemed necessary or advisable
      by
      the Company (“Supplemental Information”). Upon receipt of the Supplemental
      Information, if any, Subscriber may be required to confirm its subscription
      and
      agreements contained herein. Such Supplemental Information, if any, shall update
      the representations and warranties of the Company contained herein.




3.5  The
      Company hereby agrees that all material non-public information, whether or
      not
      disclosed to the Subscribers in connection with this Agreement, will be
      disclosed publicly to the extent required by applicable federal securities
      laws.




3.6  Subscriber
      hereby acknowledges that, in the course of negotiating the terms of this
      Agreement and in the course of being a stockholder of the Company, Subscriber
      may have been, and from time to time may be, furnished with material, non-public
      information regarding the Company, its business, assets, plans or financial
      circumstances (collectively, the “Information”). Subscriber agrees that
      Subscriber will not:




(a)  use
      any
      information in any manner which would be competitive with the Company’s business
      or which would violate the Securities Act or the Exchange Act; or




(b)  without
      the Company’s written permission, disclose or publicize any Information to any
      person, except as required by law or unless and until such Information has
      become generally known to the public other than through Subscriber.




3.7  Subscriber
      hereby acknowledges that Subscriber’s obligation under Section 3.6 above shall
      continue as long as Subscriber holds any securities of the Company and for
      a
      period of two (2) years thereafter, regardless of the termination of any other
      parts of this Agreement or the sale by Subscriber of any or all of such
      securities.




8


IV.
            **NOTICES
                TO SUBSCRIBERS**




4.1  THE
      PREFERRED STOCK AND WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
      ACT
      OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE
      ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
      SUCH
      LAWS. THE PREFERRED STOCK AND WARRANTS 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
      AGREEMENT OR THE ACCURACY OR ADEQUACY OF THE SEC FILINGS. ANY REPRESENTATION
      TO
      THE CONTRARY IS UNLAWFUL.




4.2  THE
      PREFERRED STOCK AND WARRANTS 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.




V.
            **MISCELLANEOUS**




5.1  The
      Subscriber hereby acknowledges that the Company is relying on the
      representations and warranties made by the Subscriber herein.




5.2  Any
      notice or other communication given hereunder shall be deemed sufficient if
      in
      writing and sent by registered or certified mail, return receipt requested,
      addressed to the Company, c/o iCurie, Inc., Espirito Santo Plaza, 1395
      Brickell Avenue, Suite 800, Miami, Florida 33131, with a copy to Gregory W.
      Hayes, DLA Piper Rudnick Gray Cary US LLP, 203 North LaSalle Street,
      Suite 1900, Chicago, Illinois 60601-1293, and to the Subscriber at his
      address indicated on the last page of this Agreement. Notices shall be deemed
      to
      have been given on the date of mailing, except notices of change of address,
      which shall be deemed to have been given when received.




5.3  This
      Agreement shall not be changed, modified, or amended except by a writing signed
      by the parties to be charged, and this Agreement may not be discharged except
      by
      performance in accordance with its terms or by a writing signed by the party
      to
      be charged.




5.4  This
      Agreement shall be binding upon and inure to the benefit of the parties hereto
      and to their respective heirs, legal representatives, successors and assigns.
      This Agreement sets forth the entire agreement and understanding between the
      parties as to the subject matter thereof and merges and supersedes all prior
      discussions, agreements and understandings of any and every nature among
      them.




5.5  This
      Agreement and its validity, construction and performance shall be governed
      in
      all respects by the laws of the State of Nevada, without reference to its rules
      and principles governing conflicts of laws.




5.6  This
      Agreement may be executed in counterparts, each of which shall be deemed an
      original agreement, but all of which together shall constitute one and the
      same
      instrument. Execution and delivery of this Agreement by facsimile transmission
      (including the delivery of documents in Adobe PDF format) shall constitute
      execution and delivery of this Agreement for all purposes, with the same force
      and effect as execution and delivery of an original manually signed copy hereof.
      Upon the execution and delivery of this Agreement by the Subscriber, this
      Agreement shall become a binding obligation of the Subscriber with respect
      to
      the purchase of the Preferred Stock and warrants as herein provided, subject
      to
      Section 3.4.




9





**COUNTERPART
      SIGNATURE PAGE**





**IN
      WITNESS WHEREOF** ,
      the
      undersigned Subscriber has executed this Subscription Agreement on the date
      his
      signature has been subscribed and sworn to below.




Investor
      is a (check all that apply):




_____
      An
      Accredited Investor




_____
      Not
      a U.S. Person









If
      you
      indicated that you are an Accredited Investor, circle each category on Exhibit
      A-1 that applies to you.




1
            
            2
            
            3
            
            4
            
            5
            
            6
            
            7
            
            8







The
                shares of Preferred Stock are to be issued in:
            _______________________________
              Print
                Name of Subscriber____
                individual name
            Shares
                of Preferred Stock____
                tenants in the entirety
            Subscription
                price paid herewith:
              $
                ________ (being the number of shares listed above multiplied by
                $1.00)____
                corporation (an officer must sign)
            _______________________________
              Signature
                of Investor____
                partnership (all general partners must sign)____
                trust
            (with
                a copy to:)____
                limited liability company
            ______________________________________________________________
              Address
                of Subscriber





10


**ACCEPTANCE**





Accepted
      as of the ______ day of _______________, 2005 as to _______________ shares
      of
      Preferred Stock, the Purchase Price for which is $______________, being such
      number of shares multiplied by $1.00 as to which this Subscription is accepted,
      subject to receipt of the entire Purchase Price in United States Dollars by
      certified or cashiers check or by wire transfer of immediately available funds
      to the Company at its requested account or accounts and performance of other
      closing conditions set forth in this Agreement:




**COMPANY:**_______________________________
              
              
              By:_______________________________
              Name:
              Title:





11


**EXHIBIT
      A**




**Definition
      of “Accredited Investor”**




The
      term
“accredited investor” means:




1.  A
      bank as
      defined in Section 3(a)(2) of the Securities Act, or a savings and loan
      association or other institution as defined in Section 3(a)(5)(A) of the
      Securities Act, whether acting in its individual or fiduciary capacity; a broker
      or dealer registered pursuant to Section 15 of the Securities Exchange Act
      of
      1934; an insurance company as defined in Section 2(13) of the Securities Act;
      an
      investment company registered under the Investment Company Act of 1940 (the
      “Investment Company Act”) or a business development company as defined in
      Section 2(a)(48) of the Investment Company Act; a Small Business Investment
      Company licensed by the U.S. Small Business Administration under Section 301(c)
      or (d) of the Small Business Investment Act of 1958; a plan established and
      maintained by a state, its political subdivisions or any agency or
      instrumentality of a state or its political subdivisions for the benefit of
      its
      employees, if such plan has total assets in excess of US $5,000,000; an employee
      benefit plan within the meaning of the Employee Retirement Income Security
      Act
      of 1974 (“ERISA”), if the investment decision is made by a plan fiduciary, as
      defined in Section 3(21) of ERISA, which is either a bank, savings and loan
      association, insurance company, or registered investment advisor, or if the
      employee benefit plan has total assets in excess of US $5,000,000 or, if a
      self-directed plan, with investment decisions made solely by persons that are
      accredited investors.




2.  A
      private
      business development company as defined in Section 202(a)(22) of the Investment
      Advisers Act of 1940.




3.  An
      organization described in Section 501(c)(3) of the Internal Revenue Code,
      corporation, Massachusetts or similar business trust, or partnership, not formed
      for the specific purpose of acquiring the securities offered, with total assets
      in excess of US $5,000,000.




4.  A
      director or executive officer of the Company.




5.  A
      natural
      person whose individual net worth, or joint net worth with that person’s spouse,
      at the time of his or her purchase exceeds US $1,000,000.




6.  A
      natural
      person who had an individual income in excess of US $200,000 in each of the
      two
      most recent years or joint income with that person’s spouse in excess of US
      $300,000 in each of those years and has a reasonable expectation of reaching
      the
      same income level in the current year.




7.  A
      trust,
      with total assets in excess of US $5,000,000, not formed for the specific
      purpose of acquiring the securities offered, whose purchase is directed by
      a
      sophisticated person as described in Rule 506(b)(2)(ii) (i.e., a person who
      has
      such knowledge and experience in financial and business matters that he is
      capable of evaluating the merits and risks of the prospective
      investment).




8.  An
      entity
      in which all of the equity owners are accredited investors. (If this alternative
      is checked, the Investor must identify each equity owner and provide statements
      signed by each demonstrating how each is qualified as an accredited
      investor.)




A-1


**EXHIBIT
      B-1**




**Definition
      of “U.S. Person”**




1. “U.S.
      person” (as defined in Regulation S) 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 an 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 Securities Act,
      unless it is organized or incorporated, and owned, by accredited investors
      (as
      defined in Rule 501(a)) who are not natural persons, estates or
      trusts.




2.  Notwithstanding
      paragraph (1) above, 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.”




3.  Notwithstanding
      paragraph (1), 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:




(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.




4.  Notwithstanding
      paragraph (1), any trust of which 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.




5.  Notwithstanding
      paragraph (1), 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.




B-1-1


6.  Notwithstanding
      paragraph (1), 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.




7.  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.”




B-1-2
 **EXHIBIT
        B-2**




**NON
      U.S. PERSON REPRESENTATIONS**




If
      Subscriber indicates that it is not a U.S. person, Subscriber further represents
      and warrants to the Company as follows (capitalized terms used but not defined
      herein have the meanings given under Regulation S):




1.  At
      the
      time of (a) the offer by the Company and (b) the acceptance of the offer by
      such
      Subscriber, of the Preferred Stock and warrants, such Subscriber was outside
      the
      United States.




2.  No
      offer
      to acquire the Preferred Stock and warrants or otherwise to participate in
      the
      transactions contemplated by this Agreement was made to such Subscriber or
      its
      representatives inside the United States.




3.  Subscriber
      is not purchasing the Preferred Stock and warrants for the account or benefit
      of
      any U.S. person, or with a view towards distribution to any U.S. person, in
      violation of the registration requirements of the Securities Act.




4.  Subscriber
      will make all subsequent offers and sales of the Preferred Stock or warrants
      either (x) outside of the United States in compliance with Regulation S; (y)
      pursuant to a registration under the Securities Act; or (z) pursuant to an
      available exemption from registration under the Securities Act. Specifically,
      such Subscriber will not resell the Preferred Stock or warrants to any U.S.
      person or within the United States prior to the expiration of a period
      commencing on the Closing Date and ending on the date that is one year
      thereafter (the “Distribution Compliance Period”), except pursuant to
      registration under the Securities Act or an exemption from registration under
      the Securities Act.




5.  Subscriber
      is acquiring the Preferred Stock and warrants for such Subscriber’s own account,
      for investment and not for distribution or resale to others.




6.  Subscriber
      has no present plan or intention to sell the Preferred Stock or warrants in
      the
      United States or to a U.S. person at any predetermined time, has made no
      predetermined arrangements to sell the Preferred Stock or warrants and is not
      acting as a Distributor of such securities.




7.  Neither
      Subscriber, its Affiliates nor any Person acting on such Subscriber’s behalf,
      has entered into, has the intention of entering into, or will enter into any
      put
      option, short position or other similar instrument or position in the U.S.
      with
      respect to the Preferred Stock or warrants at any time after the closing through
      the Distribution Compliance Period except in compliance with the Securities
      Act.




8.  Subscriber
      consents to the placement of a restrictive legend on any certificate or other
      document evidencing the Preferred Stock or warrants.




9.  Subscriber
      is not acquiring the Preferred Stock or warrants in a transaction (or an element
      of a series of transactions) that is part of any plan or scheme to evade the
      registration provisions of the Securities Act.




B-2