EXHIBIT 10.20

                      FORM OF SECURITIES PURCHASE AGREEMENT


Print Name of Subscriber:
Number of Units Subscribed For:
                       ----------------------------------

                             SUBSCRIPTION AGREEMENT
                       ----------------------------------

                            For the Purchase of Units
                                       of
                           Electronic Game Card, Inc.

         The undersigned (sometimes also referred to as the "subscriber") hereby
subscribes for the number of Units (the "Units" or "Securities") listed on the
signature page with each Unit consisting of 25,000 shares of common stock, $.001
par value ("Common Stock"), of Electronic Game Card, Inc., a Nevada corporation
(the "Company") and one Common Stock Purchase Warrant ("Warrant"), at a purchase
price of $25,000 per Unit. Each Warrant entitles the holder thereof to purchase
12,500 shares of Common Stock at a purchase price of $1.00 per share, subject to
adjustment in certain circumstances, at any time commencing upon issuance and
thereafter until the third anniversary of the date of issuance. The Warrant will
be evidenced by a common stock purchase warrant containing anti-dilution
provisions and other terms and conditions customarily contained in Warrant
agreements and shall have a mandatory call if our Common Stock trades at $6.00
or more for a minimum of sixty (60) consecutive days on the Over-The-Counter
Bulletin Board or other exchange on which our Common Stock trades. The Units
will be offered on a best efforts basis. The Units shall be offered only to
"Accredited Investors", as such term is defined under Rule 501(a) of the
Securities Act of 1933 (the "Act"), including without limitation entities within
such definition, without registration, pursuant to the exemption from
registration created by Regulation D under the Act. The Offering will commence
on the date of the "Offering Documents", as hereinafter defined, and shall
terminate on January 14, 2004, unless extended by the Company, at our sole
discretion, without notice to any Subscriber (the "Offering Period"). Terms not
herein defined shall have the meanings stated in the Offering Documents. The
undersigned agrees to pay the purchase price listed on the signature page as a
subscription for the Units being purchased hereunder. The entire purchase price
is due and payable upon the execution of this Subscription Agreement, and shall
be paid by check, subject to collection, or by wire transfer, made payable to
the order of City National Bank, Escrow Agent for Electronic Game Card, Inc. The
undersigned acknowledges that City National Bank is acting solely as Escrow
Agent in connection with the offering of the Units and makes no recommendation
with respect thereto. City National Bank has made no investigation regarding the
offering, the Company or any other person or entity involved in the offering.
The Company and the Placement Agent shall have the right to reject this
subscription in whole or in part. Upon receipt and acceptance by the Company of
subscriptions to purchase 40 Units, the Company will hold a closing on and issue
the corresponding Units ("First Closing"). As additional subscriptions are
received and accepted by the Company and Placement Agent, the Company will hold
additional closings as the Company and Placement Agent deem necessary until it
has received and accepted subscriptions for the entire offering or the
Termination Date, whichever occurs first. The undersigned acknowledges that the
Units being purchased hereunder are not registered under the 1933 Act, or the
securities laws of any State, that absent an exemption from registration
contained in those laws, the issuance and sale of the Units would require
registration, and that the Company's reliance upon such exemption is based upon
the undersigned's representations, warranties, and agreements contained in the
Offering Materials.

1.       The undersigned represents, warrants, and agrees as follows:

(a)      The undersigned agrees that this Subscription Agreement is and shall be
         irrevocable.

(b)      The undersigned has carefully read this Subscription Agreement and the
         Private Placement Memorandum dated December 11, 2003 (the "Offering
         Materials"), all of which the undersigned acknowledges have been
         provided to the undersigned. The undersigned has been given the
         opportunity to ask questions of, and receive answers from, the Company
         concerning the terms and conditions of this Offering and the Offering
         Materials and to obtain such additional written information, to the
         extent the Company possesses such information or can acquire it without
         unreasonable effort or expense, necessary to verify the accuracy of
         same as the undersigned desires in order to evaluate the investment.
         The undersigned further acknowledges that he or she fully understands
         the Offering Materials, and the undersigned has had the opportunity to
         discuss any questions regarding any of the Offering Materials with his
         or her counsel or other advisor. Notwithstanding the foregoing, the
         only information upon which the undersigned has relied is that set
         forth in the Offering Materials and his or her own independent
         investigation. The undersigned acknowledges that the undersigned has
         received no representations or warranties from the Company, the
         Placement Agent, or their respective officers, directors, stockholders,
         employees or agents in making this investment decision other than as
         specifically set forth in the Offering Materials.

(c)      The undersigned is aware that the purchase of the Units is a
         speculative investment involving a high degree of risk and that there
         is no guarantee that the undersigned will realize any gain from this
         investment, and that the undersigned could lose the total amount of the
         undersigned's investment. The undersigned acknowledges that the
         undersigned has specifically and carefully reviewed and is aware of all
         of the risk factors related to the purchase of Units.

<PAGE>

(d)      The undersigned understands that no federal or state agency or
         authority has made any finding or determination regarding the fairness
         of this Offering of the Units for investment, or any recommendation or
         endorsement of this Offering of the Units.

(e)      The undersigned is purchasing the Units for the undersigned's own
         account, with the intention of holding the Units, with no present
         intention of dividing or allowing others to participate in this
         investment or of reselling or otherwise participating, directly or
         indirectly, in a distribution of the Units, and shall not make any
         sale, transfer, or pledge thereof without registration under the 1933
         Act and any applicable securities laws of any state or other
         jurisdiction or unless an exemption from registration is available
         under those laws to the satisfaction of the Company and its counsel.

(f)      The undersigned represents that the undersigned, if an individual, has
         adequate means of providing for his or her current needs and personal
         and family contingencies and has no need for liquidity in this
         investment in the Units. The undersigned represents that the
         undersigned is an "Accredited Investor" as defined in Rule 501(a) of
         Regulation D promulgated under the 1933 Act, as evidenced by meeting at
         least one of the following standards:

         (i)      the Investor is a natural person and had individual income
                  (i.e., not including, if applicable, income of the Investor's
                  spouse) in excess of $200,000 in the two previous years and
                  reasonably expects to have income in excess of $200,000 in the
                  present year, or he, she and his or her spouse had joint
                  income in excess of $300,000 in the two previous years and
                  reasonably expect to have joint income of $300,000 in the
                  present year;

         (ii)     the Investor is a natural person and his or her net worth at
                  the time of his or her purchase of the Units (i.e., excess of
                  total assets over total liabilities), inclusive of home, home
                  furnishings and automobiles, either individually or jointly
                  with his or her spouse, exceeds $1,000,000;

         (iii)    the Investor is an organization defined in Section 501(c) (3)
                  of the Internal Revenue Code, business trust, partnership, or
                  corporation with total assets in excess of $5,000,000, which
                  was not formed for the specific purpose of acquiring the
                  Units;

         (iv)     any trust with total assets in excess of $5,000,000, not
                  formed for the specific purpose of acquiring the Units, whose
                  purchase is directed by a sophisticated person as described in
                  Rule 506(b)(2)(ii);

         (v)      the Investor is an employee benefit plan within the meaning of
                  ERISA and (i) the Investor's investment decision is made by a
                  plan fiduciary, as defined in Section 3(21) of ERISA, that is
                  either a bank, savings and loan association, insurance
                  company, or registered investment advisor, (ii) the Investor's
                  total assets are in excess of $5,000,000 or (iii), if a
                  self-directed plan, the Investor's investment decisions are
                  made solely by persons who are Accredited Investors;

         (vi)     the Investor is a bank as defined in Section 3(a)(2) of the
                  Securities Act; any 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;
                  any 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,
                  as amended; 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; any plan
                  established and maintained by a state, its political
                  subdivisions, or any agency or instrumentality thereof, for
                  the benefit of its employees, if such plan has total assets in
                  excess of $5,000,000; or a private business development
                  company as defined in Section 202(a)(22) of the Investment
                  Advisers Act of 1940; or

         (vii)    the Investor is an entity in which all of the equity owners
                  would qualify as "Accredited Investors." The undersigned has
                  no reason to anticipate any material change in his or her
                  personal financial condition for the foreseeable future.

(g)      The undersigned ahs truthfully completed the Confidential Purchaser
         Questionnaire included in the Offering Materials.

(h)      The undersigned is financially able to bear the economic risk of this
         investment, including the ability to hold the Units indefinitely or to
         afford a complete loss of his or her investment in the Units.

         (i)      The undersigned represents that the undersigned's overall
                  commitment to investments which are not readily marketable is
                  not disproportionate to the undersigned's net worth, and the
                  undersigned's investment in the Units will not cause such
                  overall commitment to become excessive. The undersigned
                  understands that the statutory basis on which the

         (ii)     Units are being sold to the undersigned and others would not
                  be available if the undersigned's present intention were to
                  hold the Units for a fixed period or until the occurrence of a
                  certain event. The undersigned realizes that in the view of
                  the Securities and Exchange Commission, a purchase now with a
                  present intent to resell by reason of a foreseeable specific
                  contingency or any anticipated change in the market value, or
                  in the condition of the Company, or that of the industry in
                  which the business of the Company is engaged or in connection
                  with a contemplated liquidation, or settlement of any loan
                  obtained by the undersigned for the acquisition of the Units,
                  and for which such Units may be pledged as security or as
                  donations to religious or charitable institutions for the
                  purpose of securing a deduction on an income tax return,
                  would, in fact, represent a purchase with an intent
                  inconsistent with the undersigned's representations to the
                  Company and the Securities and Exchange Commission would then
                  regard such sale as a sale for which the exemption from
                  registration is not available. The undersigned will not
                  pledge, transfer or assign this Subscription Agreement, or any
                  interest herein or any obligation or right hereunder without
                  first obtaining the written consent of the Company and the
                  Placement Agent.

<PAGE>

(j)      The undersigned represents that the funds provided for this investment
         are either separate property of the undersigned, community property
         over which the undersigned has the right of control, or are otherwise
         funds as to which the undersigned has the sole right of management.

(k)      FOR PARTNERSHIPS, CORPORATIONS, TRUSTS, OR OTHER ENTITIES ONLY: If the
         undersigned is a partnership, corporation, trust or other entity,

         (i)      the undersigned has enclosed with this Subscription Agreement
                  appropriate evidence of the authority of the individual
                  executing this Subscription Agreement to act on its behalf
                  (e.g., if a trust, a certified copy of the trust agreement; if
                  a corporation, a certified corporate resolution authorizing
                  the signature and a certified copy of the articles of
                  incorporation; or if a partnership, a certified copy of the
                  partnership agreement),

         (ii)     the undersigned represents and warrants that it was not
                  organized or reorganized for the specific purpose of acquiring
                  the Units,

         (iii)    the undersigned has the full power and authority to execute
                  this Subscription Agreement on behalf of such entity and to
                  make the representations and warranties made herein on its
                  behalf, and

         (iv)     this investment in the Company has been affirmatively
                  authorized, if required, by the governing board of such entity
                  and is not prohibited by the governing documents of the
                  entity. (l) The address shown under the undersigned's
                  signature at the end of this Subscription Agreement is the
                  undersigned's principal residence if he or she is an
                  individual or its principal business address if a corporation
                  or other entity. (m) The undersigned has such knowledge and
                  experience in financial and business matters as to be capable
                  of evaluating the merits and risks of an investment in the
                  Units. (n) The undersigned acknowledges that the certificates
                  for the securities comprising the Units which the undersigned
                  will receive will contain a legend substantially as follows:

THE SECURITIES WHICH ARE REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS
OF ANY STATE, AND MAY NOT BE SOLD, TRANSFERRED, HYPOTHECATED OR OTHERWISE
DISPOSED OF UNTIL A REGISTRATION STATEMENT WITH RESPECT THERETO IS DECLARED
EFFECTIVE UNDER SUCH ACT, OR THE COMPANY RECEIVES AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS
OF SUCH LAWS IS AVAILABLE.

The undersigned further acknowledges that stop transfer orders will be placed
upon the certificates for the Securities comprising the shares of Common Stock
in accordance with the 1933 Act.

(o)      The undersigned acknowledges that the Company has agreed to include the
         shares of Common Stock that are included in the Units and the shares of
         Common Stock underlying the Warrants (the "Warrant Shares") (with such
         shares of Common Stock and warrant Shares being collectively referred
         to as the "Securities") in a registration statement to be filed with
         the Securities and Exchange Commission (the "Commission") within
         forty-five (45) days from the last Closing pursuant to the Offering
         (the "Registration Statement") and to use our best commercially
         reasonable efforts to have such Registration Statement declared
         effective by the Commission within ninety (90) days from the final
         Closing. The Company shall use its good faith efforts to keep such
         Registration Statement continuously effective as long as the delivery
         of a prospectus thereunder is required under the Act and its
         regulations [including but not limited to Rule 144 thereunder or its
         successor regulations ("Rule 144")] in connection with the disposition
         of the Securities; provided, that it is agreed and acknowledged that
         such obligation of the Company to maintain the effectiveness of the
         Registration Statement shall cease upon the ability of the subscribers
         to sell or otherwise dispose of all of the Securities covered by the
         Registration Statement in a single three (3) month period in compliance
         with Rule 144; provided further, that notwithstanding the Company's
         obligation to maintain the effectiveness of the Registration Statement
         pursuant to the immediately preceding proviso, and notwithstanding the
         duration of any Blackout Period or periods of Suspension, such
         obligation to maintain the effectiveness of the Registration Statement
         shall cease under all circumstances no later than the third anniversary
         of the date of the final Closing of the Offering (the "Final Date").

(p)      The Company may delay the filing or the effectiveness of the
         Registration Statement for a period not to exceed 90 days (a "Blackout
         Period") if the Board of Directors of the Company, in its reasonable
         judgment, determines that such registration would interfere with any
         pending material financing, acquisition, corporate reorganization or
         any other material corporate development involving the Company or any
         of its subsidiaries or would require premature disclosure thereof;
         provided, however, that the aggregate number of days included in all
         Blackout Periods during any consecutive 12 months shall not exceed 90
         days.

(q)      The Company agrees to pay all Registration Expenses in connection with
         the Registration Statement. All Selling Expenses relating to Securities
         registered on behalf of the subscriber pursuant to the Registration
         Statement shall be borne by the subscriber. For purposes of this
         Subscription Agreement, "Registration Expenses" shall mean (i) all
         registration, listing, qualification and filing fees, (ii) fees and
         disbursements of counsel for the Company, (iii) accounting fees
         incident to any such registration, (iv) blue sky fees and expenses, (v)
         all expenses of any persons in preparing or assisting in preparing,
         printing, distributing, mailing and delivering the Registration
         Statement, any prospectus, any underwriting agreements, transmittal
         letters, securities sales agreements, securities certificates and other
         documents relating to the performance of and compliance with this

<PAGE>

         Subscription Agreement, (vi) the expenses incurred in connection with
         making road show presentations and holding meetings with potential
         investors to facilitate the distribution and sale of the Securities
         which are customarily borne by the issuer, (vii) underwriter fees,
         excluding discounts and commissions, and (viii) all internal expenses
         of the Company (including all salaries and expenses of officers and
         employees performing legal or accounting duties); provided, however,
         Registration Expenses shall not include any Selling Expenses. For
         purposes of this Subscription Agreement, "Selling Expenses" shall mean
         underwriting discounts, selling commissions and stock transfer taxes
         applicable to the Securities registered on behalf of the subscriber.

(r)      The Registration Statement will not be deemed to have become effective
         (and the related registration will not be deemed to have been effected)
         unless it has been declared effective by the Commission prior to a
         request by the subscriber that such Registration Statement be
         withdrawn.

(s)      At any time or from time to time, the subscriber may elect to have its
         Securities sold in an underwritten offering and may select the
         investment banker or investment bankers and manager or managers that
         will serve as lead and co-managing underwriters with respect to the
         offering of its Securities, subject to the consent of the Company which
         shall not be unreasonably withheld.

(t)      The subscriber agrees, as a condition to the registration obligations
         with respect to the subscriber provided herein, to furnish to the
         Company such information regarding the subscriber required to be
         included in the Registration Statement, the ownership of Securities by
         the subscriber and the proposed distribution by the subscriber of such
         Securities as the Company may from time to time reasonably request in
         writing.

(u)      The subscriber agrees that, upon receipt of any notice from the Company
         of the happening of any event of the kind which the Company reasonably
         regards as requiring subscriber to discontinue sale of the Securities
         pursuant to the Registration Statement, the subscriber will forthwith
         discontinue disposition of the Securities pursuant to the affected
         Registration Statement until the subscriber's receipt of the copies of
         any supplemented or amended prospectus as shall be required in the
         reasonable opinion of the Company, and, if so directed by the Company,
         the subscriber will deliver to the Company (at the expense of the
         Company), all copies in its possession, other than permanent file
         copies then in the subscriber's possession, of any prospectus covering
         such Securities which was current at the time of receipt of such
         notice.

2.       Indemnification and Contribution with respect to the Registration
         Statement.

(a)      Indemnification by the Company. The Company agrees to indemnify and
         hold harmless each person who participates as an underwriter of the
         Securities pursuant to the Registration Statement, the subscriber and
         their respective partners, directors, officers and employees and each
         person, if any, who controls any subscriber or underwriter within the
         meaning of Section 15 of the Act or Section 20 of the Securities
         Exchange Act of 1934, as amended (the "Exchange Act") as follows:

         (i)      against any and all losses, liabilities, claims, damages,
                  judgments and reasonable expenses whatsoever, as incurred,
                  arising out of any untrue statement or alleged untrue
                  statement of a material fact contained in the Registration
                  Statement pursuant to which Securities were registered under
                  the Act, including all documents incorporated therein by
                  reference, or the omission or alleged omission therefrom of a
                  material fact required to be stated therein or necessary to
                  make the statements therein not misleading or arising out of
                  any untrue statement or alleged untrue statement of a material
                  fact contained in any prospectus, including all documents
                  incorporated therein by reference, or the omission or alleged
                  omission therefrom of a material fact necessary in order to
                  make the statements therein, in light of the circumstances
                  under which they were made, not misleading;

         (ii)     against any and all losses, liabilities, claims, damages,
                  judgments and reasonable expenses whatsoever, as incurred, to
                  the extent of the aggregate amount paid in settlement of any
                  litigation, investigation or proceeding by any governmental
                  agency or body, commenced or threatened, or of any other claim
                  whatsoever based upon any such untrue statement or omission,
                  or any such alleged untrue statement or omission, if such
                  settlement is effected with the written consent of the
                  Company; and

         (iii)    against any and all reasonable expense whatsoever, as incurred
                  (including fees and disbursements of counsel), incurred in
                  investigating, preparing or defending against any litigation,
                  investigation or proceeding by any governmental agency or
                  body, commenced or threatened, in each case whether or not
                  such person is a party, or any claim whatsoever based upon any
                  such untrue statement or omission, or any such alleged untrue
                  statement or omission; provided, however, that this indemnity
                  agreement does not apply to the subscriber or underwriter with
                  respect to any loss, liability, claim, damage, judgment or
                  expense to the extent arising out of any untrue statement or
                  alleged untrue statement of a material fact contained in any
                  prospectus, or the omission or alleged omission therefrom of a
                  material fact necessary to make the statements therein, in the
                  light of the circumstances under which they were made, not
                  misleading, in any such case made in reliance upon and in
                  conformity with written information furnished to the Company
                  by the subscriber or underwriter expressly for use in a
                  Registration Statement (or any amendment thereto) or any
                  prospectus (or any amendment or supplement thereto); and
                  provided further, in the case of an offering that is not an
                  underwritten offering, the Company will not be liable to the
                  subscriber under the indemnity agreement in this Section 2(a)
                  for any such loss, claim, damage, liability (or action or
                  proceeding in respect thereof) or expense that arises out of
                  the subscriber's failure to send or give a copy of the final
                  prospectus (as its may then be amended or supplemented) to the
                  person asserting an untrue statement or alleged untrue
                  statement or omission or alleged omission at or prior to the
                  written confirmation of the sale of the Securities to such
                  person if such statement or omission was corrected in such
                  final prospectus (as it may then be amended or supplemented)
                  and the Company has previously furnished copies thereof in
                  accordance with this Agreement.

(b)      Indemnification by the subscriber. The subscriber agrees to indemnify
         and hold harmless the Company, and each underwriter and each of their
         respective partners, directors, officers and employees (including each
         officer of the Company who signed the Registration Statement), and each

<PAGE>

         person, if any, who controls the Company or any underwriter within the
         meaning of Section 15 of the Act, against any and all losses,
         liabilities, claims, damages, judgments and expenses described in the
         indemnity contained in paragraph (a) of this Section (provided that any
         settlement of the type described therein is effected with the written
         consent of the subscriber), as incurred, but only with respect to
         untrue statements or alleged untrue statements of a material fact
         contained in any prospectus or the omissions or alleged omissions
         therefrom of a material fact necessary to make the statements therein,
         in light of the circumstances under which they were made, not
         misleading, in any such case made in reliance upon and in conformity
         with written information furnished to the Company by the subscriber
         expressly for use in such Registration Statement (or any amendment
         thereto) or such prospectus (or any amendment or supplement thereto).

(c)      Conduct of Indemnification Proceedings. Each indemnified party or
         parties shall give reasonably prompt notice to each indemnifying party
         or parties of any action or proceeding commenced against it in respect
         of which indemnity may be sought hereunder, but which it or they may
         have under this indemnity agreement, except to the extent that the
         indemnifying party is materially prejudiced by such failure to give
         notice. If the indemnifying party or parties so elects within a
         reasonable time after receipt of such notice, the indemnifying party or
         parties may assume the defense of such action or proceeding at such
         indemnifying party's or parties' expense with counsel chosen by the
         indemnifying party or parties and approved by the indemnified party
         defendant in such action or proceeding, which approval shall not be
         unreasonably withheld; provided, however, that, if such indemnified
         party or parties determines in good faith that a conflict of interest
         exists and that therefore it is advisable for such indemnified party or
         parties to be represented by separate counsel or that, upon advice of
         counsel, there may be legal defenses available to it or them which are
         different from or in addition to those available to the indemnifying
         party, then the indemnifying party or parties shall not be entitled to
         assume such defense and the indemnified party or parties shall be
         entitled to separate counsel (limited in each jurisdiction to one
         counsel for all underwriters and another counsel for all other
         indemnified parties under this Subscription Agreement) at the
         indemnifying party's or parties' expense. If an indemnifying party or
         parties is not so entitled to assume the defense of such action or does
         not assume such defense, after having received the notice referred to
         in the first sentence of this paragraph, the indemnifying party or
         parties will pay the reasonable fees and expenses of counsel for the
         indemnified party or parties (limited in each jurisdiction to one
         counsel for all underwriters and another counsel for all other
         indemnified parties under this Subscription Agreement). No indemnifying
         party or parties will be liable for any settlement effected without the
         written consent of such indemnifying party or parties, which consent
         shall not be unreasonably withheld. If an indemnifying party is
         entitled to assume, and assumes, the defense of such action or
         proceeding in accordance with this paragraph, such indemnifying party
         or parties shall not, except as otherwise provided in this subsection

(c),     be liable for any fees and expenses of counsel for the indemnified
         parties incurred thereafter in connection with such action or
         proceeding.

(d)      Contribution.

         (i)      In order to provide for just and equitable contribution in
                  circumstances in which the indemnity agreement provided for in
                  this Section is for any reason held to be unenforceable by the
                  indemnified parties although applicable in accordance with its
                  terms in respect of any losses, liabilities, claims, damages,
                  judgments and expenses suffered by an indemnified party
                  referred to therein, each applicable indemnifying party, in
                  lieu of indemnifying such indemnified party, shall contribute
                  to the amount paid or payable by such indemnified party as a
                  result of such losses, liabilities, claims, damages, judgments
                  and expenses in such proportion as is appropriate to reflect
                  the relative fault of the Company on the one hand and of the
                  subscriber (including, in each case, that of their respective
                  officers, directors, employees and agents) on the other, in
                  connection with the statements or omissions which resulted in
                  such losses, liabilities, claims, damages, judgments or
                  expenses, as well as any other relevant equitable
                  considerations. The relative fault of the Company on the one
                  hand and of the subscriber (including, in each case, that of
                  their respective officers, directors, employees and agents) on
                  the other, shall be determined by reference to, among other
                  things, whether the untrue or alleged untrue statement of a
                  material fact or the omission or alleged omission to state a
                  material fact relates to information supplied by the Company,
                  on the one hand, or by or on behalf of the Holder, on the
                  other, and the parties' relative intent, knowledge, access to
                  information and opportunity to correct or prevent such
                  statement or omission. The amount paid or payable by a party
                  as a result of the losses, liabilities, claims, damages,
                  judgments and expenses referred to above shall be deemed to
                  include, subject to the limitations set forth in paragraph (c)
                  of this Section, any legal or other fees or expenses
                  reasonably incurred by such party in connection with
                  investigating or defending any action or claim.

         (ii)     The Company and the subscriber agree that it would not be just
                  and equitable if contribution pursuant to this paragraph (d)
                  were determined by pro rata allocation or by any other method
                  of allocation which does not take account of the equitable
                  considerations referred to in sub-paragraph (i) above.
                  Notwithstanding the provisions of this paragraph (d), in the
                  case of distributions to the public, the subscriber shall not
                  be required to contribute any amount in excess of the amount
                  by which (A) the total price at which the Securities sold by
                  the subscriber and distributed to the public were offered to
                  the public exceeds (B) the amount of any damages which the
                  subscriber has otherwise been required to pay by reason of
                  such untrue or alleged untrue statement or omission. No person
                  guilty of fraudulent misrepresentation (within the meaning of
                  Section 11(f) of the Act) shall be entitled to contribution
                  from any person who was not guilty of such fraudulent
                  misrepresentation.

         (iii)    For purposes of this Section, each person, if any, who
                  controls the subscriber or an underwriter within the meaning
                  of Section 15 of the Act (and their respective partners,
                  directors, officers and employees) shall have the same rights
                  to contribution as the subscriber or underwriter; and each
                  director of the Company, each officer of the Company who
                  signed the Registration Statement and each person, if any, who
                  controls the Company within the meaning of Section 15 of the
                  Act, shall have the same rights to contribution as the
                  Company.

3.       The undersigned expressly acknowledges and agrees that the Company is
         relying upon the undersigned's representation contained in the Offering
         Materials.

<PAGE>

4.       The undersigned is not an officer, director, stockholder, employee of,
         or consultant to, the Placement Agent. The undersigned does not have
         any direct or indirect affiliation with the Placement Agent or any
         other member of the National Association of Securities Dealers, Inc.

5.       The undersigned subscriber acknowledges that the undersigned
         understands the meaning and legal consequences of the representations
         and warranties which are contained herein and hereby agrees to
         indemnify, save and hold harmless the Company, the Placement Agent and
         their respective officers, directors, partners, employees, agents, and
         attorneys from and against any and all claims or actions arising out of
         a breach of any representation, warranty or acknowledgment of the
         undersigned contained in any of the Offering Materials. Such
         indemnification shall be deemed to survive any purchase of the Units
         and to include not only the specific liabilities, losses, damages or
         obligations with respect to which such indemnity is provided, but also
         all reasonable costs, expenses, counsel fees and expenses of settlement
         relating thereto, whether or not any such liabilities, losses, damages
         or obligations shall have been reduced to judgment.

6.       The Company has been duly and validly incorporated and is validly
         existing and in good standing as a corporation under the laws of the
         State of Nevada. The Company has all requisite power and authority, and
         all necessary authorizations, approvals and orders required as of the
         date hereof to own its properties and conduct its business and to enter
         into this Subscription Agreement and the other Offering Materials and
         to be bound by the provisions and conditions hereof or therein.

7.       The Placement Agent will receive cash commission equal to 10% of the
         gross proceeds of the Units sold in this Offering by the Placement
         Agent and payment for certain of their expenses. The Company will also
         issue warrants to the Placement Agent (the "Placement Agent Warrants")
         to purchase such number of Common Stock as equals 10% of the aggregate
         number of shares of Common Stock sold in this Offering by the Placement
         Agent. The terms of the Placement Agent Warrants will be the same as
         the Warrants sold in this Offering. The commission rate for the cash
         and non-cash compensation will be 2% on the sale of Units that result
         from introductions by the Company.

8.       Except as otherwise specifically provided for hereunder, no party shall
         be deemed to have waived any of his or her or its rights hereunder or
         under any other agreement, instrument or papers signed by any of them
         with respect to the subject matter hereof unless such waiver is in
         writing and signed by the party waiving said right. Except as otherwise
         specifically provided for hereunder, no delay or omission by any party
         in exercising any right with respect to the subject matter hereof shall
         operate as a waiver of such right or of any such other right. A waiver
         on any one occasion with respect to the subject matter hereof shall not
         be construed as a bar to, or waiver of, any right or remedy on any
         future occasion. All rights and remedies with respect to the subject
         matter hereof, whether evidenced hereby or by any other agreement,
         instrument, or paper, will be cumulative, and may be exercised
         separately or concurrently.

9.       The parties have not made any representations or warranties with
         respect to the subject matter hereof not set forth herein, and this
         Subscription Agreement, together with any instruments executed
         simultaneously herewith, constitutes the entire agreement between them
         with respect to the subject matter hereof. All understandings and
         agreements heretofore entered into between the parties with respect to
         the subject matter hereof are merged in this Subscription Agreement and
         any such instrument, which alone fully and completely expresses their
         agreement.

10.      This Subscription Agreement may not be changed, modified, extended,
         terminated or discharged orally, but only by an agreement in writing,
         which is signed by all of the parties to this Subscription Agreement.

11.      The parties agree to execute any and all such other and further
         instruments and documents, and to take any and all such further actions
         reasonably required to effectuate this Subscription Agreement and the
         intent and purposes hereof.

12.      If any provision or any portion of any provision of this Subscription
         Agreement or the application of any such provision or any portion
         thereof to any person or circumstance, shall be held invalid or
         unenforceable, the remaining portion of such provision not held invalid
         or unenforceable to any person or circumstance shall not be affected
         thereby.

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

14.      This Subscription Agreement shall be governed by and construed in
         accordance with the internal laws of the State of New York without
         giving effect to conflicts of law principles and the undersigned hereby
         consents to the jurisdiction of the courts of the State of New York
         and/or the United States District Court located in New York.

<PAGE>

[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURE PAGES FOLLOW]

NUMBER OF UNITS: PURCHASE PRICE: $
Manner in Which Title is to be Held: (check one)

1.  _____ Individual

2.  _____ Joint Tenants with Right of Survivorship (both parties must sign)

3.  _____ Married with Separate Property

4.  _____ Community Property

5.  _____ Tenants in Common

6.  _____ Corporation

7.  _____ Partnership

8.  _____ IRA of _______________________________________________________________

9.  _____ Trust, dated opened __________________________________________________

10. _____ Keogh of _____________________________________________________________

11. _____ As a Custodian for ___________________________________________________

under the Uniform Gift to Minors Act of the State of ___________________________

12. _____ Other (please indicate)
I
NDIVIDUAL INVESTORS ENTITY INVESTORS

________________________________________________________________________________
Signature (Individual) Name of Entity, if any

______________________________________ _________________________________________
Signature
____________________________________ Its _____________________________________

Signature (all record holders should sign) Title

______________________________________ _________________________________________
Name(s) Typed or Printed Name Typed or Printed
Address to Which Correspondence Address to Which Correspondence
Should be Directed Should be Directed
______________________________________ _________________________________________

______________________________________ _________________________________________

______________________________________ _________________________________________

City, State and Zip Code City, State and Zip Code
______________________________________ _________________________________________

Social Security Number Tax Identification Number

The foregoing subscription is accepted this ______ day of ____________, 200____,
 on behalf of

Electronic Game Card, Inc.

Electronic Game Card, Inc.
By: _______________________________
Name:
Title:


[INSERT PURCHASER QUESTIONNAIRE].