CONFIDENTIAL

    


    Dear
      Investor:

    


    The
      information in this letter and in the enclosed documents is strictly
      confidential. By accepting this letter and enclosures you hereby agree that
      the
      information contained herein and therein shall be maintained in the strictest
      confidence by you and shall not be used for any purpose other than in connection
      with the consummation of the proposed transaction described
      thereby.

    


    On
      December 8, 2005, Phantom Fiber Corporation (the “Company”) closed on a private
      placement with you and other investors of common stock and warrants (the
“Securities”) for aggregate gross proceeds of $858,000 (the “Bridge Financing”).
      Each one share of common stock and warrant to purchase one share of common
      stock
      was sold to you at a price of $0.55 per unit. Section 3.10 of your Subscription
      Agreement gives you the right to exchange the Securities you purchased for
      securities offered by the Company in a future equity financing on the same
      terms
      as contemplated by such future equity financing during the period ending 45
      days
      after December 8, 2005.

    


    The
      Company has negotiated a private placement of Senior Convertible Notes, Series
      A
      Warrants and Series B Warrants involving one lead institutional accredited
      investor for gross proceeds of up to $3,500,000 (the “Debt Financing”). All
      participants in the Bridge Financing are being offered the opportunity to
      exchange their Securities for securities offered in the Debt Financing based
      on
      their total purchase price in the Bridge Financing. If you wish to exchange
      your
      Securities for securities offered in the Debt Financing, please: (1) countersign
      below indicating the dollar amount you invested in the Bridge Financing; and
      (2)
      complete and execute (a) the signature page and the Schedule of Buyers to the
      Securities Purchase Agreement, and (b) the signature page and the Schedule
      of
      Buyers to the Registration Rights Agreement. 

    


    Please
      note that the lead institutional accredited investor in the Debt Financing
      anticipates investing approximately $2,642,000. If less than all of the
      participants in the Bridge Financing decide to exchange their Securities for
      securities offered in the Debt Financing, then the total dollar amount of the
      Debt Financing will be less than $3,500,000. By signing this letter and the
      enclosed documents, you hereby agree that the bracketed $3,500,000 figure
      appearing on the first page of the enclosed Securities Purchase Agreement may
      be
      changed prior to closing and that your signature pages on the enclosed documents
      may be used as executed transaction documents as revised pursuant to this
      sentence.

    


    Sincerely,

    


    /s/
      Jeffrey Halloran

    Jeffrey
      Halloran

    Chief
      Executive Officer

     

    

      
        
          	
                  Agreed
                    and Accepted this

                  30th
                    day of DECEMBER 2005

                   

                	 
	
                  Investor:

                	
                  /s/
                    Mark J. Nuovo

                
	
                  By: 

                	 
	
                  Name:

                	
                  Mark
                    J. Nuovo

                
	
                  Title:

                	
                  Individual

                
	
                  Dollar
                    Amount Bridge Financing Investment:

                	
                  $100,000

                


        

         

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CONFIDENTIAL

    


    Dear
      Investor:

    


    The
      information in this letter and in the enclosed documents is strictly
      confidential. By accepting this letter and enclosures you hereby agree that
      the
      information contained herein and therein shall be maintained in the strictest
      confidence by you and shall not be used for any purpose other than in connection
      with the consummation of the proposed transaction described
      thereby.

    


    On
      December 8, 2005, Phantom Fiber Corporation (the “Company”) closed on a private
      placement with you and other investors of common stock and warrants (the
“Securities”) for aggregate gross proceeds of $858,000 (the “Bridge Financing”).
      Each one share of common stock and warrant to purchase one share of common
      stock
      was sold to you at a price of $0.55 per unit. Section 3.10 of your Subscription
      Agreement gives you the right to exchange the Securities you purchased for
      securities offered by the Company in a future equity financing on the same
      terms
      as contemplated by such future equity financing during the period ending 45
      days
      after December 8, 2005.

    


    The
      Company has negotiated a private placement of Senior Convertible Notes, Series
      A
      Warrants and Series B Warrants involving one lead institutional accredited
      investor for gross proceeds of up to $3,500,000 (the “Debt Financing”). All
      participants in the Bridge Financing are being offered the opportunity to
      exchange their Securities for securities offered in the Debt Financing based
      on
      their total purchase price in the Bridge Financing. If you wish to exchange
      your
      Securities for securities offered in the Debt Financing, please: (1) countersign
      below indicating the dollar amount you invested in the Bridge Financing; and
      (2)
      complete and execute (a) the signature page and the Schedule of Buyers to the
      Securities Purchase Agreement, and (b) the signature page and the Schedule
      of
      Buyers to the Registration Rights Agreement. 

    


    Please
      note that the lead institutional accredited investor in the Debt Financing
      anticipates investing approximately $2,642,000. If less than all of the
      participants in the Bridge Financing decide to exchange their Securities for
      securities offered in the Debt Financing, then the total dollar amount of the
      Debt Financing will be less than $3,500,000. By signing this letter and the
      enclosed documents, you hereby agree that the bracketed $3,500,000 figure
      appearing on the first page of the enclosed Securities Purchase Agreement may
      be
      changed prior to closing and that your signature pages on the enclosed documents
      may be used as executed transaction documents as revised pursuant to this
      sentence.

    


    Sincerely,

    


    /s/
      Jeffrey Halloran

    Jeffrey
      Halloran

    Chief
      Executive Officer

    
 

    
      
        
          	
                  Agreed
                    and Accepted this

                  4th
                    day of January
                    2006

                   

                	 
	
                  Investor:

                	
                  Konstantine
                    (Gus) John Lucas   

                
	
                  By: 

                	/s/
                  Konstantine (Gus) John
                  Lucas
	
                  Name:

                	
                  Konstantine
                    (Gus) John Lucas

                
	
                  Title:

                	
                  Investor

                
	
                  Dollar
                    Amount Bridge Financing Investment:

                	
                  $275,000 

                


        

         

      

    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    CONFIDENTIAL

    


    Dear
      Investor:

    


    The
      information in this letter and in the enclosed documents is strictly
      confidential. By accepting this letter and enclosures you hereby agree that
      the
      information contained herein and therein shall be maintained in the strictest
      confidence by you and shall not be used for any purpose other than in connection
      with the consummation of the proposed transaction described
      thereby.

    


    On
      December 8, 2005, Phantom Fiber Corporation (the “Company”) closed on a private
      placement with you and other investors of common stock and warrants (the
“Securities”) for aggregate gross proceeds of $858,000 (the “Bridge Financing”).
      Each one share of common stock and warrant to purchase one share of common
      stock
      was sold to you at a price of $0.55 per unit. Section 3.10 of your Subscription
      Agreement gives you the right to exchange the Securities you purchased for
      securities offered by the Company in a future equity financing on the same
      terms
      as contemplated by such future equity financing during the period ending 45
      days
      after December 8, 2005.

    


    The
      Company has negotiated a private placement of Senior Convertible Notes, Series
      A
      Warrants and Series B Warrants involving one lead institutional accredited
      investor for gross proceeds of up to $3,500,000 (the “Debt Financing”). All
      participants in the Bridge Financing are being offered the opportunity to
      exchange their Securities for securities offered in the Debt Financing based
      on
      their total purchase price in the Bridge Financing. If you wish to exchange
      your
      Securities for securities offered in the Debt Financing, please: (1) countersign
      below indicating the dollar amount you invested in the Bridge Financing; and
      (2)
      complete and execute (a) the signature page and the Schedule of Buyers to the
      Securities Purchase Agreement, and (b) the signature page and the Schedule
      of
      Buyers to the Registration Rights Agreement. 

    


    Please
      note that the lead institutional accredited investor in the Debt Financing
      anticipates investing approximately $2,642,000. If less than all of the
      participants in the Bridge Financing decide to exchange their Securities for
      securities offered in the Debt Financing, then the total dollar amount of the
      Debt Financing will be less than $3,500,000. By signing this letter and the
      enclosed documents, you hereby agree that the bracketed $3,500,000 figure
      appearing on the first page of the enclosed Securities Purchase Agreement may
      be
      changed prior to closing and that your signature pages on the enclosed documents
      may be used as executed transaction documents as revised pursuant to this
      sentence.

    


    Sincerely,

    


    /s/
      Jeffrey Halloran

    Jeffrey
      Halloran

    Chief
      Executive Officer

    
      
         

        

          
            	
                    Agreed
                      and Accepted this

                    4th
                      day of January
                      2006

                     

                  	 
	
                    Investor:

                  	
                    Pamela
                      Ritchie

                  
	
                    By: 

                  	/s/
                    Pamela Ritchie     
	
                    Name:

                  	
                    Pamela
                      Ritchie

                  
	
                    Title:

                  	
                    Pamela
                      Ritchie

                  
	
                    Dollar
                      Amount Bridge Financing Investment:

                  	
                    $16,500 

                  


          

           

        

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CONFIDENTIAL

    


    Dear
      Investor:

    


    The
      information in this letter and in the enclosed documents is strictly
      confidential. By accepting this letter and enclosures you hereby agree that
      the
      information contained herein and therein shall be maintained in the strictest
      confidence by you and shall not be used for any purpose other than in connection
      with the consummation of the proposed transaction described
      thereby.

    


    On
      December 8, 2005, Phantom Fiber Corporation (the “Company”) closed on a private
      placement with you and other investors of common stock and warrants (the
“Securities”) for aggregate gross proceeds of $858,000 (the “Bridge Financing”).
      Each one share of common stock and warrant to purchase one share of common
      stock
      was sold to you at a price of $0.55 per unit. Section 3.10 of your Subscription
      Agreement gives you the right to exchange the Securities you purchased for
      securities offered by the Company in a future equity financing on the same
      terms
      as contemplated by such future equity financing during the period ending 45
      days
      after December 8, 2005.

    


    The
      Company has negotiated a private placement of Senior Convertible Notes, Series
      A
      Warrants and Series B Warrants involving one lead institutional accredited
      investor for gross proceeds of up to $3,500,000 (the “Debt Financing”). All
      participants in the Bridge Financing are being offered the opportunity to
      exchange their Securities for securities offered in the Debt Financing based
      on
      their total purchase price in the Bridge Financing. If you wish to exchange
      your
      Securities for securities offered in the Debt Financing, please: (1) countersign
      below indicating the dollar amount you invested in the Bridge Financing; and
      (2)
      complete and execute (a) the signature page and the Schedule of Buyers to the
      Securities Purchase Agreement, and (b) the signature page and the Schedule
      of
      Buyers to the Registration Rights Agreement. 

    


    Please
      note that the lead institutional accredited investor in the Debt Financing
      anticipates investing approximately $2,642,000. If less than all of the
      participants in the Bridge Financing decide to exchange their Securities for
      securities offered in the Debt Financing, then the total dollar amount of the
      Debt Financing will be less than $3,500,000. By signing this letter and the
      enclosed documents, you hereby agree that the bracketed $3,500,000 figure
      appearing on the first page of the enclosed Securities Purchase Agreement may
      be
      changed prior to closing and that your signature pages on the enclosed documents
      may be used as executed transaction documents as revised pursuant to this
      sentence.

    


    Sincerely,

    


    /s/
      Jeffrey Halloran

    Jeffrey
      Halloran

    Chief
      Executive Officer

     

    
      
         

        
          
            	
                    4th
                      Day of Jan. 2006

                    Agreed
                      and Accepted this

                    3rd
                      day of January 2006

                     

                  	 
	
                    Investor:

                  	
                    The
                      Sunderland Family Trust   

                  
	
                    By: 

                  	/s/
                    Ronald B. Sunderland 
	
                    Name:

                  	
                    Ronald
                      B. Sunderland    

                  
	
                    Title:

                  	
                    Trustee/Trustor

                  
	
                    Dollar
                      Amount Bridge Financing Investment:

                  	
                    $60,500 

                  


          

           

        

      

    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    CONFIDENTIAL

    


    Dear
      Investor:

    


    The
      information in this letter and in the enclosed documents is strictly
      confidential. By accepting this letter and enclosures you hereby agree that
      the
      information contained herein and therein shall be maintained in the strictest
      confidence by you and shall not be used for any purpose other than in connection
      with the consummation of the proposed transaction described
      thereby.

    


    On
      December 8, 2005, Phantom Fiber Corporation (the “Company”) closed on a private
      placement with you and other investors of common stock and warrants (the
“Securities”) for aggregate gross proceeds of $858,000 (the “Bridge Financing”).
      Each one share of common stock and warrant to purchase one share of common
      stock
      was sold to you at a price of $0.55 per unit. Section 3.10 of your Subscription
      Agreement gives you the right to exchange the Securities you purchased for
      securities offered by the Company in a future equity financing on the same
      terms
      as contemplated by such future equity financing during the period ending 45
      days
      after December 8, 2005.

    


    The
      Company has negotiated a private placement of Senior Convertible Notes, Series
      A
      Warrants and Series B Warrants involving one lead institutional accredited
      investor for gross proceeds of up to $3,500,000 (the “Debt Financing”). All
      participants in the Bridge Financing are being offered the opportunity to
      exchange their Securities for securities offered in the Debt Financing based
      on
      their total purchase price in the Bridge Financing. If you wish to exchange
      your
      Securities for securities offered in the Debt Financing, please: (1) countersign
      below indicating the dollar amount you invested in the Bridge Financing; and
      (2)
      complete and execute (a) the signature page and the Schedule of Buyers to the
      Securities Purchase Agreement, and (b) the signature page and the Schedule
      of
      Buyers to the Registration Rights Agreement. 

    


    Please
      note that the lead institutional accredited investor in the Debt Financing
      anticipates investing approximately $2,642,000. If less than all of the
      participants in the Bridge Financing decide to exchange their Securities for
      securities offered in the Debt Financing, then the total dollar amount of the
      Debt Financing will be less than $3,500,000. By signing this letter and the
      enclosed documents, you hereby agree that the bracketed $3,500,000 figure
      appearing on the first page of the enclosed Securities Purchase Agreement may
      be
      changed prior to closing and that your signature pages on the enclosed documents
      may be used as executed transaction documents as revised pursuant to this
      sentence.

    


    Sincerely,

    


    /s/
      Jeffrey Halloran

    Jeffrey
      Halloran

    Chief
      Executive Officer

    
 

    
      
        
          
            	
                    Agreed
                      and Accepted this

                    4th
                      day of January 2006

                     

                  	 
	
                    Investor:

                  	
                    Linda
                      Anne Abrams    

                  
	
                    By: 

                  	/s/
                    Linda Abrams
	
                    Name:

                  	
                    Linda
                      Anne Abrams

                  
	
                    Title:

                  	
                    Investor 

                  
	
                    Dollar
                      Amount Bridge Financing Investment:

                  	
                    $50,000 

                  


          

           

        

      

    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    CONFIDENTIAL

    


    Dear
      Investor:

    


    The
      information in this letter and in the enclosed documents is strictly
      confidential. By accepting this letter and enclosures you hereby agree that
      the
      information contained herein and therein shall be maintained in the strictest
      confidence by you and shall not be used for any purpose other than in connection
      with the consummation of the proposed transaction described
      thereby.

    


    On
      December 8, 2005, Phantom Fiber Corporation (the “Company”) closed on a private
      placement with you and other investors of common stock and warrants (the
“Securities”) for aggregate gross proceeds of $858,000 (the “Bridge Financing”).
      Each one share of common stock and warrant to purchase one share of common
      stock
      was sold to you at a price of $0.55 per unit. Section 3.10 of your Subscription
      Agreement gives you the right to exchange the Securities you purchased for
      securities offered by the Company in a future equity financing on the same
      terms
      as contemplated by such future equity financing during the period ending 45
      days
      after December 8, 2005.

    


    The
      Company has negotiated a private placement of Senior Convertible Notes, Series
      A
      Warrants and Series B Warrants involving one lead institutional accredited
      investor for gross proceeds of up to $3,500,000 (the “Debt Financing”). All
      participants in the Bridge Financing are being offered the opportunity to
      exchange their Securities for securities offered in the Debt Financing based
      on
      their total purchase price in the Bridge Financing. If you wish to exchange
      your
      Securities for securities offered in the Debt Financing, please: (1) countersign
      below indicating the dollar amount you invested in the Bridge Financing; and
      (2)
      complete and execute (a) the signature page and the Schedule of Buyers to the
      Securities Purchase Agreement, and (b) the signature page and the Schedule
      of
      Buyers to the Registration Rights Agreement. 

    


    Please
      note that the lead institutional accredited investor in the Debt Financing
      anticipates investing approximately $2,642,000. If less than all of the
      participants in the Bridge Financing decide to exchange their Securities for
      securities offered in the Debt Financing, then the total dollar amount of the
      Debt Financing will be less than $3,500,000. By signing this letter and the
      enclosed documents, you hereby agree that the bracketed $3,500,000 figure
      appearing on the first page of the enclosed Securities Purchase Agreement may
      be
      changed prior to closing and that your signature pages on the enclosed documents
      may be used as executed transaction documents as revised pursuant to this
      sentence.

    


    Sincerely,

    


    /s/
      Jeffrey Halloran

    Jeffrey
      Halloran

    Chief
      Executive Officer

    
 

    
      
        
          
            
              
                	
                        Agreed
                          and Accepted this

                        4th
                          day of January 2006

                         

                      	 
	
                        Investor:

                      	
                        Russo
                          Living Trust 5/1/98

                      
	
                        By: 

                      	/s/
                        Michael Russo
	
                        Name:

                      	
                        Michael
                          Russo

                      
	
                        Title:

                      	
                        Trustee

                      
	
                        Dollar
                          Amount Bridge Financing Investment:

                      	
                        $11,000 

                      


              

               

            

          

        

      

    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    CONFIDENTIAL

    


    Dear
      Investor:

    


    The
      information in this letter and in the enclosed documents is strictly
      confidential. By accepting this letter and enclosures you hereby agree that
      the
      information contained herein and therein shall be maintained in the strictest
      confidence by you and shall not be used for any purpose other than in connection
      with the consummation of the proposed transaction described
      thereby.

    


    On
      December 8, 2005, Phantom Fiber Corporation (the “Company”) closed on a private
      placement with you and other investors of common stock and warrants (the
“Securities”) for aggregate gross proceeds of $858,000 (the “Bridge Financing”).
      Each one share of common stock and warrant to purchase one share of common
      stock
      was sold to you at a price of $0.55 per unit. Section 3.10 of your Subscription
      Agreement gives you the right to exchange the Securities you purchased for
      securities offered by the Company in a future equity financing on the same
      terms
      as contemplated by such future equity financing during the period ending 45
      days
      after December 8, 2005.

    


    The
      Company has negotiated a private placement of Senior Convertible Notes, Series
      A
      Warrants and Series B Warrants involving one lead institutional accredited
      investor for gross proceeds of up to $3,500,000 (the “Debt Financing”). All
      participants in the Bridge Financing are being offered the opportunity to
      exchange their Securities for securities offered in the Debt Financing based
      on
      their total purchase price in the Bridge Financing. If you wish to exchange
      your
      Securities for securities offered in the Debt Financing, please: (1) countersign
      below indicating the dollar amount you invested in the Bridge Financing; and
      (2)
      complete and execute (a) the signature page and the Schedule of Buyers to the
      Securities Purchase Agreement, and (b) the signature page and the Schedule
      of
      Buyers to the Registration Rights Agreement. 

    


    Please
      note that the lead institutional accredited investor in the Debt Financing
      anticipates investing approximately $2,642,000. If less than all of the
      participants in the Bridge Financing decide to exchange their Securities for
      securities offered in the Debt Financing, then the total dollar amount of the
      Debt Financing will be less than $3,500,000. By signing this letter and the
      enclosed documents, you hereby agree that the bracketed $3,500,000 figure
      appearing on the first page of the enclosed Securities Purchase Agreement may
      be
      changed prior to closing and that your signature pages on the enclosed documents
      may be used as executed transaction documents as revised pursuant to this
      sentence.

    


    Sincerely,

    


    /s/
      Jeffrey Halloran

    Jeffrey
      Halloran

    Chief
      Executive Officer

    
      
        
          
            
              
                	
                        Agreed
                          and Accepted this

                        4th
                          day of January 2006

                         

                      	 
	
                        Investor:

                      	
                        Mark
                          P. DeVitre    

                      
	
                        By: 

                      	/s/
                        Mark P. DeVitre
	
                        Name:

                      	
                        Mark
                          P. DeVitre

                      
	
                        Title:

                      	
                        Investor

                      
	
                        Dollar
                          Amount Bridge Financing Investment:

                      	
                        $5,500

                      


              

               

            

          

        

      

    

    
      

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

    

    CONFIDENTIAL

    


    Dear
      Investor:

    


    The
      information in this letter and in the enclosed documents is strictly
      confidential. By accepting this letter and enclosures you hereby agree that
      the
      information contained herein and therein shall be maintained in the strictest
      confidence by you and shall not be used for any purpose other than in connection
      with the consummation of the proposed transaction described
      thereby.

    


    On
      December 8, 2005, Phantom Fiber Corporation (the “Company”) closed on a private
      placement with you and other investors of common stock and warrants (the
“Securities”) for aggregate gross proceeds of $858,000 (the “Bridge Financing”).
      Each one share of common stock and warrant to purchase one share of common
      stock
      was sold to you at a price of $0.55 per unit. Section 3.10 of your Subscription
      Agreement gives you the right to exchange the Securities you purchased for
      securities offered by the Company in a future equity financing on the same
      terms
      as contemplated by such future equity financing during the period ending 45
      days
      after December 8, 2005.

    


    The
      Company has negotiated a private placement of Senior Convertible Notes, Series
      A
      Warrants and Series B Warrants involving one lead institutional accredited
      investor for gross proceeds of up to $3,500,000 (the “Debt Financing”). All
      participants in the Bridge Financing are being offered the opportunity to
      exchange their Securities for securities offered in the Debt Financing based
      on
      their total purchase price in the Bridge Financing. If you wish to exchange
      your
      Securities for securities offered in the Debt Financing, please: (1) countersign
      below indicating the dollar amount you invested in the Bridge Financing; and
      (2)
      complete and execute (a) the signature page and the Schedule of Buyers to the
      Securities Purchase Agreement, and (b) the signature page and the Schedule
      of
      Buyers to the Registration Rights Agreement. 

    


    Please
      note that the lead institutional accredited investor in the Debt Financing
      anticipates investing approximately $2,642,000. If less than all of the
      participants in the Bridge Financing decide to exchange their Securities for
      securities offered in the Debt Financing, then the total dollar amount of the
      Debt Financing will be less than $3,500,000. By signing this letter and the
      enclosed documents, you hereby agree that the bracketed $3,500,000 figure
      appearing on the first page of the enclosed Securities Purchase Agreement may
      be
      changed prior to closing and that your signature pages on the enclosed documents
      may be used as executed transaction documents as revised pursuant to this
      sentence.

    


    Sincerely,

    


    /s/
      Jeffrey Halloran

    Jeffrey
      Halloran

    Chief
      Executive Officer

     

    
      
        
           

          

            
              	
                      Agreed
                        and Accepted this

                      31st
                        day of December2005

                       

                    	 
	
                      Investor:

                    	
                      Howard
                        Shapiro

                    
	
                      By: 

                    	 
	
                      Name:

                    	
                      /s/
                        Howard Shapiro

                    
	
                      Title:

                    	
                       

                    
	
                      Dollar
                        Amount Bridge Financing Investment:

                    	
                      55000 

                    


            

             

          

        

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CONFIDENTIAL

    


    Dear
      Investor:

    


    The
      information in this letter and in the enclosed documents is strictly
      confidential. By accepting this letter and enclosures you hereby agree that
      the
      information contained herein and therein shall be maintained in the strictest
      confidence by you and shall not be used for any purpose other than in connection
      with the consummation of the proposed transaction described
      thereby.

    


    On
      December 8, 2005, Phantom Fiber Corporation (the “Company”) closed on a private
      placement with you and other investors of common stock and warrants (the
“Securities”) for aggregate gross proceeds of $858,000 (the “Bridge Financing”).
      Each one share of common stock and warrant to purchase one share of common
      stock
      was sold to you at a price of $0.55 per unit. Section 3.10 of your Subscription
      Agreement gives you the right to exchange the Securities you purchased for
      securities offered by the Company in a future equity financing on the same
      terms
      as contemplated by such future equity financing during the period ending 45
      days
      after December 8, 2005.

    


    The
      Company has negotiated a private placement of Senior Convertible Notes, Series
      A
      Warrants and Series B Warrants involving one lead institutional accredited
      investor for gross proceeds of up to $3,500,000 (the “Debt Financing”). All
      participants in the Bridge Financing are being offered the opportunity to
      exchange their Securities for securities offered in the Debt Financing based
      on
      their total purchase price in the Bridge Financing. If you wish to exchange
      your
      Securities for securities offered in the Debt Financing, please: (1) countersign
      below indicating the dollar amount you invested in the Bridge Financing; and
      (2)
      complete and execute (a) the signature page and the Schedule of Buyers to the
      Securities Purchase Agreement, and (b) the signature page and the Schedule
      of
      Buyers to the Registration Rights Agreement. 

    


    Please
      note that the lead institutional accredited investor in the Debt Financing
      anticipates investing approximately $2,642,000. If less than all of the
      participants in the Bridge Financing decide to exchange their Securities for
      securities offered in the Debt Financing, then the total dollar amount of the
      Debt Financing will be less than $3,500,000. By signing this letter and the
      enclosed documents, you hereby agree that the bracketed $3,500,000 figure
      appearing on the first page of the enclosed Securities Purchase Agreement may
      be
      changed prior to closing and that your signature pages on the enclosed documents
      may be used as executed transaction documents as revised pursuant to this
      sentence.

    


    Sincerely,

    


    /s/
      Jeffrey Halloran

    Jeffrey
      Halloran

    Chief
      Executive Officer

    
      
         

        

          
            	
                    Agreed
                      and Accepted this

                    31st
                      day of December 2005

                     

                  	 
	
                    Investor:

                  	
                    Financial
                      Trading Consultants Pension Plan 

                  
	
                    By: 

                  	/s/
                    Howard Shapiro
	
                    Name:

                  	
                     

                  
	
                    Title:

                  	
                    Trustee

                  
	
                    Dollar
                      Amount Bridge Financing Investment:

                  	
                    55000 

                  


          

           

        

      

    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    CONFIDENTIAL

    


    Dear
      Investor:

    


    The
      information in this letter and in the enclosed documents is strictly
      confidential. By accepting this letter and enclosures you hereby agree that
      the
      information contained herein and therein shall be maintained in the strictest
      confidence by you and shall not be used for any purpose other than in connection
      with the consummation of the proposed transaction described
      thereby.

    


    On
      December 8, 2005, Phantom Fiber Corporation (the “Company”) closed on a private
      placement with you and other investors of common stock and warrants (the
“Securities”) for aggregate gross proceeds of $858,000 (the “Bridge Financing”).
      Each one share of common stock and warrant to purchase one share of common
      stock
      was sold to you at a price of $0.55 per unit. Section 3.10 of your Subscription
      Agreement gives you the right to exchange the Securities you purchased for
      securities offered by the Company in a future equity financing on the same
      terms
      as contemplated by such future equity financing during the period ending 45
      days
      after December 8, 2005.

    


    The
      Company has negotiated a private placement of Senior Convertible Notes, Series
      A
      Warrants and Series B Warrants involving one lead institutional accredited
      investor for gross proceeds of up to $3,500,000 (the “Debt Financing”). All
      participants in the Bridge Financing are being offered the opportunity to
      exchange their Securities for securities offered in the Debt Financing based
      on
      their total purchase price in the Bridge Financing. If you wish to exchange
      your
      Securities for securities offered in the Debt Financing, please: (1) countersign
      below indicating the dollar amount you invested in the Bridge Financing; and
      (2)
      complete and execute (a) the signature page and the Schedule of Buyers to the
      Securities Purchase Agreement, and (b) the signature page and the Schedule
      of
      Buyers to the Registration Rights Agreement. 

    


    Please
      note that the lead institutional accredited investor in the Debt Financing
      anticipates investing approximately $2,642,000. If less than all of the
      participants in the Bridge Financing decide to exchange their Securities for
      securities offered in the Debt Financing, then the total dollar amount of the
      Debt Financing will be less than $3,500,000. By signing this letter and the
      enclosed documents, you hereby agree that the bracketed $3,500,000 figure
      appearing on the first page of the enclosed Securities Purchase Agreement may
      be
      changed prior to closing and that your signature pages on the enclosed documents
      may be used as executed transaction documents as revised pursuant to this
      sentence.

    


    Sincerely,

    


    /s/
      Jeffrey Halloran

    Jeffrey
      Halloran

    Chief
      Executive Officer

    
      
        
          
            
              

                
                  	
                          Agreed
                            and Accepted this

                          31st day
                            of Decemer 2005

                           

                        	 
	
                          Investor:

                        	
                          Meuqer
                            Masters Intl Pension Plan  

                        
	
                          By: 

                        	 
	
                          Name:

                        	
                          /s/
                            Howard Shapiro

                        
	
                          Title:

                        	
                          Trustee

                        
	
                          Dollar
                            Amount Bridge Financing Investment:

                        	
                          55000

                        


                

                 

              

            

          

        

      

    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    


    CONFIDENTIAL

    


    Dear
      Investor:

    


    The
      information in this letter and in the enclosed documents is strictly
      confidential. By accepting this letter and enclosures you hereby agree that
      the
      information contained herein and therein shall be maintained in the strictest
      confidence by you and shall not be used for any purpose other than in connection
      with the consummation of the proposed transaction described
      thereby.

    


    On
      December 8, 2005, Phantom Fiber Corporation (the “Company”) closed on a private
      placement with you and other investors of common stock and warrants (the
“Securities”) for aggregate gross proceeds of $858,000 (the “Bridge Financing”).
      Each one share of common stock and warrant to purchase one share of common
      stock
      was sold to you at a price of $0.55 per unit. Section 3.10 of your Subscription
      Agreement gives you the right to exchange the Securities you purchased for
      securities offered by the Company in a future equity financing on the same
      terms
      as contemplated by such future equity financing during the period ending 45
      days
      after December 8, 2005.

    


    The
      Company has negotiated a private placement of Senior Convertible Notes, Series
      A
      Warrants and Series B Warrants involving one lead institutional accredited
      investor for gross proceeds of up to $3,500,000 (the “Debt Financing”). All
      participants in the Bridge Financing are being offered the opportunity to
      exchange their Securities for securities offered in the Debt Financing based
      on
      their total purchase price in the Bridge Financing. If you wish to exchange
      your
      Securities for securities offered in the Debt Financing, please: (1) countersign
      below indicating the dollar amount you invested in the Bridge Financing; and
      (2)
      complete and execute (a) the signature page and the Schedule of Buyers to the
      Securities Purchase Agreement, and (b) the signature page and the Schedule
      of
      Buyers to the Registration Rights Agreement. 

    


    Please
      note that the lead institutional accredited investor in the Debt Financing
      anticipates investing approximately $2,642,000. If less than all of the
      participants in the Bridge Financing decide to exchange their Securities for
      securities offered in the Debt Financing, then the total dollar amount of the
      Debt Financing will be less than $3,500,000. By signing this letter and the
      enclosed documents, you hereby agree that the bracketed $3,500,000 figure
      appearing on the first page of the enclosed Securities Purchase Agreement may
      be
      changed prior to closing and that your signature pages on the enclosed documents
      may be used as executed transaction documents as revised pursuant to this
      sentence.

    


    Sincerely,

    


    /s/
      Jeffrey Halloran

    Jeffrey
      Halloran

    Chief
      Executive Officer

    
      
        
          
            
              	
                      Agreed
                        and Accepted this

                      3rd
                        day of January 2006

                       

                    	 
	
                      Investor:

                    	
                      Timothy
                        Livak

                    
	
                      By: 

                    	/s/
                      Timothy Livak  
	
                      Name:

                    	
                      Tim
                        Livak     

                    
	
                      Title:

                    	
                       

                    
	
                      Dollar
                        Amount Bridge Financing Investment:

                    	
                      $70,000 

                    


            

          

        

      

    

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CONFIDENTIAL

    


    Dear
      Investor:

    


    The
      information in this letter and in the enclosed documents is strictly
      confidential. By accepting this letter and enclosures you hereby agree that
      the
      information contained herein and therein shall be maintained in the strictest
      confidence by you and shall not be used for any purpose other than in connection
      with the consummation of the proposed transaction described
      thereby.

    


    On
      December 8, 2005, Phantom Fiber Corporation (the “Company”) closed on a private
      placement with you and other investors of common stock and warrants (the
“Securities”) for aggregate gross proceeds of $858,000 (the “Bridge Financing”).
      Each one share of common stock and warrant to purchase one share of common
      stock
      was sold to you at a price of $0.55 per unit. Section 3.10 of your Subscription
      Agreement gives you the right to exchange the Securities you purchased for
      securities offered by the Company in a future equity financing on the same
      terms
      as contemplated by such future equity financing during the period ending 45
      days
      after December 8, 2005.

    


    The
      Company has negotiated a private placement of Senior Convertible Notes, Series
      A
      Warrants and Series B Warrants involving one lead institutional accredited
      investor for gross proceeds of up to $3,500,000 (the “Debt Financing”). All
      participants in the Bridge Financing are being offered the opportunity to
      exchange their Securities for securities offered in the Debt Financing based
      on
      their total purchase price in the Bridge Financing. If you wish to exchange
      your
      Securities for securities offered in the Debt Financing, please: (1) countersign
      below indicating the dollar amount you invested in the Bridge Financing; and
      (2)
      complete and execute (a) the signature page and the Schedule of Buyers to the
      Securities Purchase Agreement, and (b) the signature page and the Schedule
      of
      Buyers to the Registration Rights Agreement. 

    


    Please
      note that the lead institutional accredited investor in the Debt Financing
      anticipates investing approximately $2,642,000. If less than all of the
      participants in the Bridge Financing decide to exchange their Securities for
      securities offered in the Debt Financing, then the total dollar amount of the
      Debt Financing will be less than $3,500,000. By signing this letter and the
      enclosed documents, you hereby agree that the bracketed $3,500,000 figure
      appearing on the first page of the enclosed Securities Purchase Agreement may
      be
      changed prior to closing and that your signature pages on the enclosed documents
      may be used as executed transaction documents as revised pursuant to this
      sentence.

    


    Sincerely,

    


    /s/
      Jeffrey Halloran

    Jeffrey
      Halloran

    Chief
      Executive Officer

    
 

    
      
        
          
            
              
                
                  	
                          Agreed
                            and Accepted this

                          3rd
                            day of January 2006

                           

                        	 
	
                          Investor:

                        	
                           /s/
                            John Cramer

                        
	
                          By: 

                        	 
	
                          Name:

                        	
                          John
                            Cramer, Sharon Hawkins

                        
	
                          Title:

                        	
                           

                        
	
                          Dollar
                            Amount Bridge Financing Investment:

                        	
                          $5,500 

                        


                

                

                  
                    
                      
                      

                    

                    
                      
                      

                      
                        

                      

                    

                    
                      
                      

                    

                  

                

              

            

          

        

      

    

    


    CONFIDENTIAL

    


    Dear
      Investor:

    


    The
      information in this letter and in the enclosed documents is strictly
      confidential. By accepting this letter and enclosures you hereby agree that
      the
      information contained herein and therein shall be maintained in the strictest
      confidence by you and shall not be used for any purpose other than in connection
      with the consummation of the proposed transaction described
      thereby.

    


    On
      December 8, 2005, Phantom Fiber Corporation (the “Company”) closed on a private
      placement with you and other investors of common stock and warrants (the
“Securities”) for aggregate gross proceeds of $858,000 (the “Bridge Financing”).
      Each one share of common stock and warrant to purchase one share of common
      stock
      was sold to you at a price of $0.55 per unit. Section 3.10 of your Subscription
      Agreement gives you the right to exchange the Securities you purchased for
      securities offered by the Company in a future equity financing on the same
      terms
      as contemplated by such future equity financing during the period ending 45
      days
      after December 8, 2005.

    


    The
      Company has negotiated a private placement of Senior Convertible Notes, Series
      A
      Warrants and Series B Warrants involving one lead institutional accredited
      investor for gross proceeds of up to $3,500,000 (the “Debt Financing”). All
      participants in the Bridge Financing are being offered the opportunity to
      exchange their Securities for securities offered in the Debt Financing based
      on
      their total purchase price in the Bridge Financing. If you wish to exchange
      your
      Securities for securities offered in the Debt Financing, please: (1) countersign
      below indicating the dollar amount you invested in the Bridge Financing; and
      (2)
      complete and execute (a) the signature page and the Schedule of Buyers to the
      Securities Purchase Agreement, and (b) the signature page and the Schedule
      of
      Buyers to the Registration Rights Agreement. 

    


    Please
      note that the lead institutional accredited investor in the Debt Financing
      anticipates investing approximately $2,642,000. If less than all of the
      participants in the Bridge Financing decide to exchange their Securities for
      securities offered in the Debt Financing, then the total dollar amount of the
      Debt Financing will be less than $3,500,000. By signing this letter and the
      enclosed documents, you hereby agree that the bracketed $3,500,000 figure
      appearing on the first page of the enclosed Securities Purchase Agreement may
      be
      changed prior to closing and that your signature pages on the enclosed documents
      may be used as executed transaction documents as revised pursuant to this
      sentence.

    


    Sincerely,

    


    /s/
      Jeffrey Halloran

    Jeffrey
      Halloran

    Chief
      Executive Officer

     

    
      
        
          
             

            

              
                	
                        Agreed
                          and Accepted this

                        30th
                          day of December 2005

                         

                      	 
	
                        Investor:

                      	
                        Robert
                          Kantor

                      
	
                        By: 

                      	/s/
                        Robert Kantor 
	
                        Name:

                      	
                        Robert
                          Kantor

                      
	
                        Title:

                      	
                         

                      
	
                        Dollar
                          Amount Bridge Financing Investment:

                      	
                        $77,000 

                      


              

               

            

          

        

      

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    CONFIDENTIAL

    


    Dear
      Investor:

    


    The
      information in this letter and in the enclosed documents is strictly
      confidential. By accepting this letter and enclosures you hereby agree that
      the
      information contained herein and therein shall be maintained in the strictest
      confidence by you and shall not be used for any purpose other than in connection
      with the consummation of the proposed transaction described
      thereby.

    


    On
      December 8, 2005, Phantom Fiber Corporation (the “Company”) closed on a private
      placement with you and other investors of common stock and warrants (the
“Securities”) for aggregate gross proceeds of $858,000 (the “Bridge Financing”).
      Each one share of common stock and warrant to purchase one share of common
      stock
      was sold to you at a price of $0.55 per unit. Section 3.10 of your Subscription
      Agreement gives you the right to exchange the Securities you purchased for
      securities offered by the Company in a future equity financing on the same
      terms
      as contemplated by such future equity financing during the period ending 45
      days
      after December 8, 2005.

    


    The
      Company has negotiated a private placement of Senior Convertible Notes, Series
      A
      Warrants and Series B Warrants involving one lead institutional accredited
      investor for gross proceeds of up to $3,500,000 (the “Debt Financing”). All
      participants in the Bridge Financing are being offered the opportunity to
      exchange their Securities for securities offered in the Debt Financing based
      on
      their total purchase price in the Bridge Financing. If you wish to exchange
      your
      Securities for securities offered in the Debt Financing, please: (1) countersign
      below indicating the dollar amount you invested in the Bridge Financing; and
      (2)
      complete and execute (a) the signature page and the Schedule of Buyers to the
      Securities Purchase Agreement, and (b) the signature page and the Schedule
      of
      Buyers to the Registration Rights Agreement. 

    


    Please
      note that the lead institutional accredited investor in the Debt Financing
      anticipates investing approximately $2,642,000. If less than all of the
      participants in the Bridge Financing decide to exchange their Securities for
      securities offered in the Debt Financing, then the total dollar amount of the
      Debt Financing will be less than $3,500,000. By signing this letter and the
      enclosed documents, you hereby agree that the bracketed $3,500,000 figure
      appearing on the first page of the enclosed Securities Purchase Agreement may
      be
      changed prior to closing and that your signature pages on the enclosed documents
      may be used as executed transaction documents as revised pursuant to this
      sentence.

    


    Sincerely,

    


    /s/
      Jeffrey Halloran

    Jeffrey
      Halloran

    Chief
      Executive Officer

    
      
        
          
             

            

              
                	
                        Agreed
                          and Accepted this

                        3rd
                          day of January 2006

                         

                      	 
	
                        Investor:

                      	
                        /s/
                          Harry D. Forman    

                      
	
                        By: 

                      	 
	
                        Name:

                      	
                        Harry
                          D. Forman

                      
	
                        Title:

                      	
                         

                      
	
                        Dollar
                          Amount Bridge Financing Investment:

                      	
                        11,000

                      


              

               

            

          

        

      

    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

CONFIDENTIAL

    


    Dear
      Investor:

    


    The
      information in this letter and in the enclosed documents is strictly
      confidential. By accepting this letter and enclosures you hereby agree that
      the
      information contained herein and therein shall be maintained in the strictest
      confidence by you and shall not be used for any purpose other than in connection
      with the consummation of the proposed transaction described
      thereby.

    


    On
      December 8, 2005, Phantom Fiber Corporation (the “Company”) closed on a private
      placement with you and other investors of common stock and warrants (the
“Securities”) for aggregate gross proceeds of $858,000 (the “Bridge Financing”).
      Each one share of common stock and warrant to purchase one share of common
      stock
      was sold to you at a price of $0.55 per unit. Section 3.10 of your Subscription
      Agreement gives you the right to exchange the Securities you purchased for
      securities offered by the Company in a future equity financing on the same
      terms
      as contemplated by such future equity financing during the period ending 45
      days
      after December 8, 2005.

    


    The
      Company has negotiated a private placement of Senior Convertible Notes, Series
      A
      Warrants and Series B Warrants involving one lead institutional accredited
      investor for gross proceeds of up to $3,500,000 (the “Debt Financing”). All
      participants in the Bridge Financing are being offered the opportunity to
      exchange their Securities for securities offered in the Debt Financing based
      on
      their total purchase price in the Bridge Financing. If you wish to exchange
      your
      Securities for securities offered in the Debt Financing, please: (1) countersign
      below indicating the dollar amount you invested in the Bridge Financing; and
      (2)
      complete and execute (a) the signature page and the Schedule of Buyers to the
      Securities Purchase Agreement, and (b) the signature page and the Schedule
      of
      Buyers to the Registration Rights Agreement. 

    


    Please
      note that the lead institutional accredited investor in the Debt Financing
      anticipates investing approximately $2,642,000. If less than all of the
      participants in the Bridge Financing decide to exchange their Securities for
      securities offered in the Debt Financing, then the total dollar amount of the
      Debt Financing will be less than $3,500,000. By signing this letter and the
      enclosed documents, you hereby agree that the bracketed $3,500,000 figure
      appearing on the first page of the enclosed Securities Purchase Agreement may
      be
      changed prior to closing and that your signature pages on the enclosed documents
      may be used as executed transaction documents as revised pursuant to this
      sentence.

    


    Sincerely,

    


    /s/
      Jeffrey Halloran

    Jeffrey
      Halloran

    Chief
      Executive Officer

     

    
      
        
          

            
              	
                      Agreed
                        and Accepted this

                      3rd
                        day of January 2006

                       

                    	 
	
                      Investor:

                    	
                      Philip
                        M. Barone

                    
	
                      By: 

                    	 
	
                      Name:

                    	
                      /s/
                        Philip M. Barone

                    
	
                      Title:

                    	
                       

                    
	
                      Dollar
                        Amount Bridge Financing Investment:

                    	
                      11,000