<PAGE>
                                                                   EXHIBIT 10.23

______________________                                                  150
Name of Subscriber                                                Memorandum No.

                SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE

                            IMARX THERAPEUTICS, INC.

                          Common Stock Private Offering
                         OFFERING PRICE $2.00 PER SHARE

     THE SHARES OFFERED HEREBY ARE HIGHLY SPECULATIVE AND INVOLVE A HIGH DEGREE
OF RISK AND IMMEDIATE DILUTION AND MAY BE PURCHASED ONLY BY PERSONS WHO QUALIFY
AS "ACCREDITED INVESTORS" UNDER RULE 501 (a) OF REGULATION D UNDER THE
SECURITIES ACT.

     THIS DOCUMENT HAS NOT BEEN FILED WITH OR REVIEWED BY THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER COMMISSION OR REGULATORY
AUTHORITY, AND HAS NOT BEEN FILED WITH OR REVIEWED BY THE ATTORNEY GENERAL OF
THE STATES OF NEW YORK, FLORIDA OR NEW JERSEY OR ANY OTHER STATE NOR HAS ANY
SUCH COMMISSION, AUTHORITY OR ATTORNEY GENERAL DETERMINED WHETHER IT IS ACCURATE
OR COMPLETE OR PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                                   ----------

                                PLACEMENT AGENT:
                         FIRST MONTAUK SECURITIES CORP.

<PAGE>

CONFIDENTIAL SUBSCRIPTION AGREEMENT AND QUESTIONNAIRE

     THIS SUBSCRIPTION AGREEMENT AND INVESTOR QUESTIONNAIRE IS TO BE COMPLETED
BY EACH PERSON WHO DESIRES TO PURCHASE SECURITIES OF IMARX THERAPEUTICS, INC.
(THE "COMPANY") IN CONNECTION WITH THE PROPOSED PRIVATE PLACEMENT OF SHARES OF
COMMON STOCK OF THE COMPANY AS DESCRIBED IN THE OFFERING MEMORANDUM DATED AS OF
FEBRUARY 18, 2004.

     THIS MATERIAL DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY SECURITIES. THIS OFFERING WILL BE MADE SOLELY PURSUANT TO THE
TERMS AND CONDITIONS OF THE CONFIDENTIAL PRIVATE MEMORANDUM DATED FEBRUARY 18,
2004 (THE "MEMORANDUM") WHICH CONTAINS MATERIAL INFORMATION REQUIRED TO BE
REVIEWED IN CONNECTION WITH ANY INVESTMENT DECISION. ALL TERMS NOT DEFINED
HEREIN SHALL HAVE THE MEANING ASCRIBED TO THEM IN THE MEMORANDUM.

INSTRUCTIONS:

Items to be delivered by all Investors:

     a.   One (1) completed and executed Subscription Agreement and Investor
          Questionnaire.

     b.   Payment in the amount of subscription, by wire transfer of funds or
          check. All checks should be made payable to "SIGNATURE BANK AS ESCROW
          AGENT FOR IMARX."

For Information and Wire Transfer Instructions:

                                        PLACEMENT AGENT:
                                        FIRST MONTAUK SECURITIES CORP.
                                        Parkway 109 Office Center
                                        328 Newman Springs Road
                                        Red Bank, New Jersey 07701
                                        Tel.: (732) 842-4700
                                        Attention: Ernest Pellegrino

THE SUBSCRIBER IS RESPONSIBLE FOR ALL WIRE TRANSFER FEES IMPOSED BY THE
SUBSCRIBER'S BANK.

     The Shares of Common Stock ("Shares" or "Securities") of the Company, as
well as the terms of the Offering, which are described in the Offering
Memorandum dated February 18, 2004, are being offered without registration under
the Securities Act of 1933, as amended (the "Act"), or the securities laws of
any state or any other jurisdiction, in reliance on the exemption


                                        2

<PAGE>

contained in Section 4(2) of the Act and Regulation D promulgated thereunder and
on similar exemptions under applicable state laws. Under Regulation D of the Act
and/or certain state laws, the Company is required to determine that an
individual, or an individual together with a "purchaser representative" or each
individual equity owner of an "investing entity" meets certain suitability
requirements before selling Securities to such individual or entity. You
understand that the Company will rely upon the following information to
determine whether you meet such suitability requirements.

     THE COMPANY WILL NOT SELL SECURITIES TO ANY SUBSCRIBER WHO HAS NOT FILLED
OUT, AS THOROUGHLY AS POSSIBLE, EXECUTED AND HAND DELIVERED THIS QUESTIONNAIRE.
IN THE CASE OF AN SUBSCRIBER THAT IS A PARTNERSHIP, TRUST, CORPORATION OR OTHER
ENTITY, AN AUTHORIZED OFFICER, OR GENERAL PARTNER OR EACH EQUITY OWNER OR
BENEFICIARY, AS APPLICABLE, MUST COMPLETE THIS QUESTIONNAIRE. This questionnaire
is merely a request for information and does not constitute an offer to sell or
a solicitation of an offer to buy the Shares. No sale will occur prior to the
acceptance of any subscription by the Company and the Placement Agent. The
Company and First Montauk Securities Corp., as Placement Agent, reserve the
right to reject any subscription for any reason or to accept subscriptions for
less than the minimum subscription of $100,000 (50,000 shares). The Company and
First Montauk Securities Corp. will promptly return any money without interest
to a subscriber whose subscription is rejected in whole or in part as the case
may be. Subscribers should also understand that they may be required to furnish
additional information to the Company.

     The Shares are being offered by the Company through First Montauk
Securities Corp., as Placement Agent. The purpose of this Questionnaire is to
determine whether you meet certain standards, because the Shares will not be
registered under the Act and will be sold only to persons who are "Accredited
Investors," as that term is defined in Rule 501(a) of Regulation D, promulgated
under the Act. The Shares are sometimes referred to as the "Securities."

     Your answers will be kept confidential. At all times, however, you hereby
agree that the Company may present this Questionnaire to such parties as it
deems appropriate in order to assure itself that the offer and the sale of the
Shares to you will not result in violations of federal or state securities laws
which are being relied upon by the Company in connection with the offer and sale
thereof and as otherwise required by law or any regulatory authority.

     Please type or clearly print your answers, and state "none" or
"not-applicable" when appropriate. Please complete Section A and each other
section you are requested to complete in Question A3. If there is insufficient
space for any of your answers, please attach additional pages if the Shares are
to be owned by more than one individual or by a corporation or partnership, you
may need extra copies of this Questionnaire. You may use photocopies or request
extra copies from the Company or the Placement Agent.

SECTION A: SUBSCRIBER INFORMATION

A1.   Name(s) of SUBSCRIBER(s):         ________________________________________

                                        ________________________________________

                                        ________________________________________


                                        3

<PAGE>

A2.   Principal Amount of Shares
      Subscribed for:                   $____________
      (Minimum Subscription
      is 50,000 Shares ($100,000)

A3.   Manner of Ownership of Securities.

_____ One Individual                    Please complete Section A, B and C.

_____ Husband and Wife
      Tenants by the Entirety           Please have one spouse complete Sections
                                        A, B and C. Please have both spouses
                                        complete Section C.

_____ Tenants in Common                 Please have each individual separately
                                        complete Sections A, B and C.

_____ Joint Tenants with Right of       Please have each individual separately
      Survivorship - Two or more        complete Section A, B and C.
      Individuals (but not husband
      and wife)

_____ Corporate Ownership               Please complete Section A, B, D and, if
                                        applicable, E and F for the corporation.
                                        If the corporation does not qualify as
                                        an "accredited investor" on its own,
                                        please have each person who owns an
                                        equity interest in the corporation
                                        separately complete Sections B and, if
                                        applicable, C, D, E and F.

_____ Partnership Ownership             Please complete Sections A, B and D, and
                                        have each general partner and limited
                                        partner separately complete Sections B,
                                        C, D, E and F, if applicable.

_____ Trust Ownership                   Please complete Sections A, B and F, if
                                        applicable, and have each beneficiary
                                        and trustee of the trust separately
                                        complete Sections B, C, D, E and F, if
                                        applicable.


                                        4

<PAGE>

     NASD AFFILIATION. Please state whether you or any of your associates or
affiliates (which includes your spouse, in-laws and children or parents): (i)
are a member or a person associated (including as an employee, officer,
director, partner) with a member of the National Association of Securities
Dealers, Inc. (the "NASD"), (ii) are an owner of stock or other securities of an
NASD member, (iii) has made a subordinated loan to any NASD member, or (iv) a
relative or member of the same household of any person meeting the description
set forth in clauses (i) through (iii) above.

               _____                              _____
               Yes                                No

If you marked yes above, please briefly describe the NASD relationship below:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

SECTION B: ACCREDITED INVESTOR STATUS

B1.  Please check one or more of the following definitions of "accredited
     investor," if any, which applies to you. If none of the following applies
     to you, please leave blank.

_____ (a)   A Bank as defined in Section 3 (a) (2) of the Act, or any savings
            and loan association or other institution as defined in Section 3
            (a) (5) (A) of the Act whether acting in its individual or fiduciary
            capacity;

_____ (b)   Any broker or dealer registered pursuant to Section 15 of the
            Securities Exchange Act of 1934 (the "Exchange Act");

_____ (c)   An insurance company as defined in Section 2(13) of the Act;

_____ (d)   An investment company registered under the Investment Company Act of
            1940 or a business development company as defined in Section
            2(a)(48) of that Act;

_____ (e)   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;

_____ (f)   A plan established and maintained by a state, or its political
            subdivisions, or any agency or instrumentality of a state or its
            political subdivisions for the benefit of its employees, if such
            plan has total assets in excess of $5,000,000;

_____ (g)   Any employee benefit plan within the meaning of the Employee
            Retirement Income Security Act of 1974, as amended, if the
            investment decision is made by a plan fiduciary, as defined in
            Section 3(21) of such Act, which is either a bank, savings and loan
            association, insurance company, or registered investment


                                        5

<PAGE>

            advisor, or if the employee benefit plan has total assets in excess
            of $5,000,000 or, if a self-directed plan, with investment decisions
            made solely by persons that are Accredited Investors;

_____ (h)   A Private Business Development Company as defined in Section
            202(a)(22) of the Investment Advisers Act of 1940.

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

_____ (j)   A natural person whose individual net worth,* or joint net worth
            with that person's spouse, at the time of purchase exceeds
            $1,000,000.

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

_____ (l)   A trust, with total assets in excess of $5,000,000, not formed for
            the specific purpose of acquiring the Shares, whose purchase is
            directed by a sophisticated person as described in Rule 506(b) (2)
            (ii) of Regulation D.

_____ (m)   Any entity in which all of the equity owners are Accredited
            Investors. ***

----------
*    For purposes hereof net worth shall be deemed to include ALL of your
     assets, liquid or illiquid (including such items as home, furnishings,
     automobile and restricted securities) MINUS any liabilities (including such
     items as home mortgages and other debts and liabilities).

**   For purposes hereof the term "income" is not limited to "adjusted gross
     income" as that term is defined for federal income tax purposes, but rather
     includes certain items of income which are deducted in computing "adjusted
     gross income." For Subscribers who are salaried employees, the gross salary
     of such Subscribers, minus any significant expenses personally incurred by
     such Subscriber in connection with earning the salary, plus any income from
     any other source including unearned income, is a fair measure of "income"
     for purposes hereof. For Subscribers who are self-employed, "income" is
     generally construed to mean total revenues received during the calendar
     year minus significant expenses incurred in connection with earning such
     revenues.

***  If the Subscriber intends to qualify under (m), then all owners of the
     entity must complete a Subscription Agreement as an individual.


                                        6

<PAGE>

SECTION C: INDIVIDUAL INFORMATION

C1.  General Information

     Name: _____________________________________________________________________

     Age: _________________________   Social Security Number ___________________

     Marital Status: _______________   Spouse's Name: __________________________

If the Securities are to be owned by two or more individuals (not husband and
wife), are you related to any other co-owner(s)?

               _____                              _____
               Yes                                No

      If Yes, please explain the relationship(s):
________________________________________________________________________________

________________________________________________________________________________

C2.  Principal Residence

     Address: __________________________________________________________________
              Number                   Street

              __________________________________________________________________
              City                        State                         Zip Code

              __________________________________________________________________
              Country

Mailing Address (if other than Principal Residence above):

              __________________________________________________________________
              Number                   Street

              __________________________________________________________________
              City                        State                         Zip Code

              __________________________________________________________________
              Country

Telephone Number: ___________________

Facsimile Number: ___________________


                                        7

<PAGE>

C3.  Current Employment or Business Activity:

     Company Name: _____________________________________________________________

     Address: __________________________________________________________________
              Number                   Street

              __________________________________________________________________
              City                        State                         Zip Code

     Principal Business: _______________________________________________________

     Position and Title: _______________________________________________________

     Years Employed at Current Position: _______________________________________

C4.  Education: Please describe your business or professional education or
     training, listing any schools you have attended and degrees you have
     received.

<TABLE>
<CAPTION>
                                                DEGREES
DATES        SCHOOL                             MAJOR (IF ANY)
-----        ------                             --------------
<S>          <C>                                <C>

__________   ________________________________   ____________________

__________   ________________________________   ____________________

__________   ________________________________   ____________________
</TABLE>

C5.  Net worth, inclusive of the net worth of your spouse and the value of your
     principal residence, furnishings therein and personal automobile and other
     assets (IT IS IMPORTANT THAT YOU CHECK THE HIGHEST APPLICABLE AMOUNT)
     exclusive of any liabilities:

     [ ] below $249,999
     [ ] $250,000 to $349,999       [ ] $350,000 to $699,999
     [ ] $700,000 to $799,999       [ ] $800,000 to $1,000,000
     [ ] $1,000,000 to $1,249,999   [ ] over $1,250,000

C6.  Net worth: Your net worth, inclusive of the net worth of your spouse and
     excluding the value of your principal residence, furnishings therein and
     personal automobiles and exclusive of any liabilities:

     [ ] below $249,999
     [ ] $250,000 to $349,999       [ ] $350,000 to $699,999
     [ ] $700,000 to $799,999       [ ] $800,000 to $1,000,000
     [ ] $1,000,000 to $1,249,999   [ ] over $1,250,000


                                        8

<PAGE>

C7.  Indicate (a) your individual income from all sources for the calendar years
     2002 and 2003 and estimated income for 2004 or (b) your joint income with
     your spouse from all sources for the calendar years 2002 and 2003 and
     estimated income for 2004 (it is important that you check the highest
     applicable amount):

     (a)  individual income:

<TABLE>
<CAPTION>
        $200,000   $300,000   $400,000   $500,000
           to         to         to         and
        $299,000   $399,000   $499,000     over
        --------   --------   --------   --------
<S>     <C>        <C>        <C>        <C>
2002      _____      _____      _____      _____

2003      _____      _____      _____      _____

2004      _____      _____      _____      _____
</TABLE>

     (b)  joint income:

<TABLE>
<CAPTION>
        $200,000   $300,000   $400,000   500,000
           to         to         to        and
        $299,000   $399,000   $499,000     over
        --------   --------   --------   --------
<S>     <C>        <C>        <C>        <C>
2002      _____      _____      _____      _____

2003      _____      _____      _____      _____

2004      _____      _____      _____      _____
</TABLE>

C8.  Investment experience:

     (a)  The frequency with which you invest in marketable securities is:

          [ ] often   [ ] occasionally   [ ] never

     (b)  The frequency with which you invest in unmarketable securities (such
          as private placement offerings) is:

          [ ] often   [ ] occasionally   [ ] never


                                        9

<PAGE>

     (c)  Have you previously participated in private placement offerings in the
          last 5 years?

               _____                              _____
               Yes                                No

     (d)  If you answered "yes" to (c) above, state the private placements in
          which you participated in the last 5 years.

        Amount          Name of
Year   Invested         Entity
----   --------         -------

1999    $_____     ________________

2000    $_____     ________________

2001    $_____     ________________

2002    $_____     ________________

2003    $_____     ________________


                                       10

<PAGE>

C9.  (a) Have you been afforded an opportunity to investigate the Company and
     review relevant factors and documents pertaining to the officers, directors
     and the Company and its business and to ask questions of a qualified
     representative of the Company regarding this investment and the properties,
     operations, and methods of doing business of the Company?

               _____                              _____
               Yes                                No

     (b) Do you understand the nature of an investment in the Company and the
     risk associated with such an investment?

               _____                              _____
               Yes                                No

     (c) Do you understand that there is no guarantee of any financial return on
     this investment?

               _____                              _____
               Yes                                No

     (d) Do you understand that this investment is not liquid?

               _____                              _____
               Yes                                No

     (e) Do you have adequate means of providing for your current needs and
     personal contingencies in view of the fact that this is not a liquid
     investment?

               _____                              _____
               Yes                                No

     (f) Are you aware of the Company's business affairs and financial
     condition, and have you acquired all such information about the Company as
     you deem necessary and appropriate to enable you to reach an informed and
     knowledgeable decision to acquire the Shares?

               _____                              _____
               Yes                                No

     (g) Do you have a "pre-existing relationship" with the Company or any of
     its officers, directors or controlling person?

               _____                              _____
               Yes                                No

     (For purposes hereof, "Pre-existing relationship" means any relationship
consisting of person or business contacts of a nature and duration such as would
enable a reasonable prudent


                                       11

<PAGE>

Subscriber to be aware of the character, business acumen, and general business
and financial circumstances of the person with whom such relations exists.)

     If so, please name the individual or other person with whom you have a
pre-existing relationship and describe the relationship:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


                                       12

<PAGE>

SECTION D: CORPORATE OFFEREES OR PARTNERSHIP OFFEREES

D1.  General Information

     Legal name of Corporation or Partnership

     ___________________________________________________________________________

     Fictitious name (d/b/a): __________________________________________________

     ___________________________________________________________________________

     State or Place of Incorporation: __________________________________________

     Date of Incorporation: ____________________________________________________

     If Partnership, type: ____________ General   ____________ Limited

     Federal I.D. Number: ______________________________________________________

     Fiscal Year Ends: _________________________________________________________

     Number of Equity Owners: __________________________________________________

     Name and Title of Authorized Person Executing Questionnaire:

     ___________________________________________________________________________


D2.  Business Address: _________________________________________________________

     ___________________________________________________________________________

     If Partnership, type: ____________ General   ____________ Limited

     Mailing Address (if different): ___________________________________________

     Telephone Number: [ ] _______________   Facsimile Number: [ ] _____________

D3.  Name of Primary Bank: _____________________________________________________

     Address: __________________________________________________________________

     Telephone Number: [ ] _____________________________________________________

     Account Type and Number: __________________________________________________

     Person Familiar with your Account: ________________________________________


                                       13

<PAGE>

     Was the corporation or partnership formed for the specific purpose of
     purchasing Securities in the Offering?

               _____                              _____
               Yes                                No

     Check if applicable to the corporation:

     Subchapter S ___________________   Professional ___________________________

D4.  The undersigned represents and warrants as follows:

     (a)  The corporation or partnership, as the case may be, has been duly
          organized (if a partnership) is validly existing as a corporation or
          partnership in good standing under the laws of the jurisdiction of its
          incorporation or formation with full power and authority to enter into
          the transactions contemplated by the Subscription Agreement;

     (b)  (i) The officers or partners of the undersigned who, on behalf of the
          undersigned, have considered the purchase of the Securities and the
          advisers, if any, of the corporation or the partnership, as the case
          may be, in connection with such consideration are named below in this
          Questionnaire, and such officers and advisors or partners, if any,
          were duly authorized to act for the corporation or the partnership in
          reviewing such investment;

          (ii) The names and positions of the officers or partners, of the
          undersigned who, on its behalf, have reviewed the purchase of the
          Securities are as follows:

          __________________________________   _________________________________

          __________________________________   _________________________________

          (iii) In evaluating the merits and risks of the purchase of the
          Securities, the corporation or the partnership, as the case may be,
          intends to rely upon the advice of, or will consult with, the
          following persons:

          __________________________________   _________________________________

          __________________________________   _________________________________


                                       14

<PAGE>

     (c)  The officers of the corporation (if not Accredited Investors) or the
          partners of the partnership who, on its behalf, have considered the
          purchase of the Securities and the advisors, if any, of the
          corporation or the partnership who, in connection with such
          consideration, together have such knowledge and experience in
          financial and business matters that such offering(s), partner(s) and
          such advisor(s), if any, together are capable of evaluating the merits
          and risks of the purchase of Securities and of making an informed
          investment decision;

     (d)  Together with any corporation or group of corporations with which it
          files a consolidated federal income tax return, the undersigned has
          reserves and/or net worth adequate to permit it to satisfy any tax or
          other liabilities arising from its personal liability with respect to
          the investment and the operation thereof;

     (e)  The total assets of the corporation or the partnership are in excess
          of $ ________;

     (f)  The corporation or the partnership has had, during each of the past
          two years, gross income from all sources of at least $ ________ and
          $ ________, respectively;

     (g)  The undersigned expects the corporation or the partnership to have
          during the current and the next tax year, gross income from all
          sources of at least $ _______ and

     (h)  The undersigned knows of no pending or threatened litigation the
          outcome of which could adversely affect the answer to any question
          hereunder.

     (i)  Indicate the following if a partnership Subscriber:

          (1)  The date the partnership was formed and state of formation:

               ___________________________________________________________

          (2)  The names of each partner in the partnership:

               ___________________________________________________________

               ___________________________________________________________

               ___________________________________________________________

               ___________________________________________________________

               ___________________________________________________________

               ___________________________________________________________


                                       15

<PAGE>

SECTION E: TRUST OFFEREES

E1.  General Information

     Legal Name: _______________________________________________________________

     State or Place of Formation: ______________________________________________

     Date of Formation: ________________________________________________________

     Federal I.D. Number: ___________   Fiscal Year Ends: ______________________

     Number of Beneficiaries: __________________________________________________

     Principal Purpose: ________________________________________________________

     Was the trust formed for the specific purpose of purchasing the Securities?

               _____                              _____
               Yes                                No

E2.  Business Address: _________________________________________________________

     ___________________________________________________________________________

     Telephone Number:[ ] ______________________________________________________

     Facsimile Number:[ ] ______________________________________________________

     Mailing Address: __________________________________________________________

     ___________________________________________________________________________

E3.  Authorization: If the trust was established in connection with a deferred
     compensation plan, please attach a copy of the trust's organizational
     documents and a properly certified copy of the resolutions adopted by the
     trust's board of directors authorizing the trust to purchase the Shares and
     authorizing the trustee named below to execute on behalf of the trust all
     relevant documents necessary to subscribe for and purchase the Shares. In
     all cases, please attach a properly certified copy of the resolutions
     adopted by the trustees of the trust authorizing the trust to purchase
     Shares and authorizing the trustee named below to execute on behalf of the
     trust all relevant documents necessary to subscribe for and purchase the
     Shares.

Name of Trustee Authorized and Executing Questionnaire:

________________________________________________________________________________


                                       16

<PAGE>

E4.  Name of Primary Bank: _____________________________________________________

     Address: __________________________________________________________________

     ___________________________________________________________________________

     Telephone Number: [ ] _____________________________________________________

     Facsimile Number: [ ] _____________________________________________________

     Account Type and Number: __________________________________________________

     Person Familiar with your Account: ________________________________________


                                       17

<PAGE>

SECTION F: QUALIFIED PENSION PLAN ("PLAN") OFFEREES

F1.  Please check one:

_________ a.   The Plan requires the investment of each beneficiary or
               participant to be held in a segregated account and the Plan
               allows each beneficiary or participant to make his own investment
               decisions and, the decision to purchase the Shares has been made
               by the beneficiary or the participant and such beneficiary or
               participant is an Accredited Investor (Please have each such
               beneficiary or participant execute a separate Questionnaire).

                                       OR

_________ b.   The investment decisions made for the Plan are made by a plan
               fiduciary, whether a bank, an insurance company, or a registered
               investment advisor.

                                       OR

_________ c.   The Plan has total assets exceeding $5,000,000.

F2.  General Information

     Legal Name: _______________________________________________________________

     State or Place of Formation: ______________________________________________

     Date of Formation: ________________________________________________________

     Federal I.D. Number: ___________   Fiscal Year Ends: ______________________

     Number of Beneficiaries:___________________________________________________

     Principal Purpose: ________________________________________________________

F3.  Business Address:

     Telephone Number: [ ] _____________________________________________________

     Facsimile Number: [ ] _____________________________________________________

     Mailing Address: __________________________________________________________

     ___________________________________________________________________________

F4.  Authorization: If the investment decision is being made by a beneficiary or
     participant of a Plan, please attach applicable trust documents which
     permit each beneficiary or participant to make his own investment
     decisions. In all other cases, please attach a properly certified copy of
     the resolutions adopted by the trustees of the Plan trust authorizing the
     Plan to purchase


                                       18

<PAGE>

     the Shares and authorizing the fiduciary named below to execute on behalf
     of the Plan all relevant documents necessary to subscribe for and purchase
     the Shares.

     Name of Trustee Authorized and Executing Questionnaire:

     ___________________________________________________________________________

F5.  Name of Primary Bank: _____________________________________________________

     Address: __________________________________________________________________

     ___________________________________________________________________________

     Telephone Number: [ ] _____________________________________________________

     Facsimile Number: [ ] _____________________________________________________

     Account Type and Number: __________________________________________________

     Person Familiar with your Account: ________________________________________


                                       19

<PAGE>

SECTION G: REPRESENTATIONS AND WARRANTIES BY ALL SUBSCRIBERS

     By signing this Questionnaire, the undersigned hereby confirms the
following statements:

     (a) I have read the Confidential Private Offering Memorandum and this
Subscription Agreement and other accompanying documents of the Company, and am
aware of and understand the risk factors disclosed therein related to the
Company and an investment in the Company.

     (b) I am aware that the offering of the Shares involves securities for
which no market exists, thereby requiring any investment to be maintained for an
indefinite period of time. The Company is not a reporting company under the
Securities and Exchange Act of 1934, and therefore does not file periodic
reports with the SEC.

     (c) I acknowledge that any delivery to me of the Confidential Private
Offering Memorandum relating to the Shares prior to the determination by the
Company of my suitability as an Subscriber shall not constitute an offer of the
Shares until such determination of suitability shall be made, and I agree that I
shall promptly return the Confidential Private Offering Memorandum and the other
Offering Documents to the Company upon request.

     (d) I also understand and agree that, although the Company and the
Placement Agent will use their respective best efforts to keep the information
provided in answers to this Questionnaire strictly confidential, the Company and
the Placement Agent or their respective counsel may present this Questionnaire
and the information provided in answer to it to such parties as they may deem
advisable if called upon to establish the availability under any federal or
state securities laws of an exemption from registration of the private placement
or if the contents thereof are relevant to any issue in any action, suit or
proceeding to which the Company, the Placement Agent or their respective
affiliates is a party, or by which they are or may be bound or as otherwise
required by law or regulatory authority.

     (e) I realize that this Questionnaire does not constitute an offer to sell
or a solicitation of an offer to buy the Shares or any other security of the
Company but is merely a request for information.

     (f) I understand that the Shares are being offered without registration
under the Securities Act in reliance upon the private offering exemption
contained therein, and that such reliance is based in part on the information
herein supplied. For the foregoing reasons and to induce the Company to issue
and deliver the Securities to me, I represent and warrant that the information
stated herein is true, accurate and complete, and I agree to notify and supply
corrective information promptly to the Company as provided above if any of such
information becomes inaccurate or incomplete.

     (g) The individual signing below on behalf of any entity hereby warrants
and represents that he/she is authorized to execute this questionnaire on behalf
of such entity.

     (h) The undersigned is able to bear the economic risk of the investment and
can afford a complete loss of such investment.


                                       20

<PAGE>

     (i) Subject to the terms and conditions hereof and on the basis of the
representations and warranties hereinafter set forth, the Company hereby agrees
to issue and sell to the Subscriber and the Subscriber agrees to purchase from
the Company, upon Closing, the Shares as described in the Memorandum at a price
per Share of $2.00. The Company or the Placement Agent may reject any
subscription in whole or in part.

     (j) The Subscriber acknowledges and agrees that there is a "minimum"
offering amount of $2,000,000 in aggregate gross proceeds prior to release of
funds to the Company.

     (k) In entering into this Agreement and in purchasing the Securities, the
Subscriber further acknowledges that:

          (i) The Company has informed the Subscriber that the Securities have
not been offered for sale by means of general advertising or solicitation.

          (ii) The Securities may not be resold by the Subscriber in the absence
of a registration under the Act or exemption from registration. In particular,
the Subscriber is aware that the Securities will be "restricted securities", as
such term is defined in Rule 144 promulgated under the Securities Act ("Rule
144"), and they may not be sold pursuant to Rule 144, unless the conditions
thereof are met.

          (iii) The following legends (or similar language) shall be placed on
the certificate(s) evidencing the Securities:


                                       21

<PAGE>

     THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), OR ANY STATE SECURITIES LAWS
     AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD,
     PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION
     STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY
     APPLICABLE STATE SECURITIES LAWS, OR (2) THE COMPANY RECEIVES AN OPINION OF
     COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE
     REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE
     OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED
     WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE
     STATE SECURITIES LAWS.

     THE CORPORATION WILL FURNISH WITHOUT CHARGE TO EACH STOCKHOLDER WHO SO
     REQUESTS, A FULL STATEMENT OF ALL OF THE POWERS, DESIGNATIONS, PREFERENCES
     AND RELATIVE, PARTICPATING OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS
     OF STOCK OR SERIES THEROF AUTHORIZED TO BE ISSUED BY THE CORPORATION AND
     THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
     RIGHTS.

     THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A
     SUBSCRIPTION AGREEMENT TO WHICH THE CORPORATION IS A PARTY. THE AGREEMENT
     INCLUDES A LOCK-UP AGREEMENT BY THE HOLDER IN THE EVENT OF AN UNDERWRITTEN
     OFFERING AND PROVIDES THAT NONE OF SUCH SHARES, OR ANY INTEREST THEREIN,
     SHALL BE TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF WITHOUT
     FIRST OFFERING SUCH SHARES TO THE CORPORATION IN ACCORDANCE WITH SUCH
     AGREEMENT. COPIES OF SUCH AGREEMENT ARE ON FILE IN THE OFFICE OF THE
     CORPORATION AND WILL BE MADE AVAILABLE FOR INSPECTION TO ANY PROPERLY
     INTERESTED PERSON WITHOUT CHARGE UPON WRITTEN REQUEST.

          (iv) The Company may at any time place a stop transfer order on its
transfer books against the Securities. Such stop order will be removed, and
further transfer of the Securities will be permitted upon an effective
registration of the respective Securities, or the receipt by the Company of an
opinion of counsel satisfactory to the Company that such further transfer may be
effected pursuant to an applicable exemption from registration.

          (v) The purchase of the Securities involves risks which the Subscriber
has evaluated, and the Subscriber is able to bear the economic risk of the
purchase of such securities and the loss of its entire investment.


                                       22

<PAGE>

     (l) The Subscriber agrees to indemnify and hold harmless the Company, the
officers, directors, employees, agents, counsel and affiliates of the Company,
and each other person, if any, who controls the Company, within the meaning of
Section 15 of the Act or Section 20 of the Securities and Exchange Act of 1934,
as amended, against any and all losses, liabilities, claims, damages and all
expenses reasonably incurred in investigating, preparing or defending against
any litigation commenced or threatened or any claim whatsoever arising out of or
based upon any false representation or warranty or breach or failure by the
Subscriber to comply with any covenant or agreement made by the Subscriber
herein or in any other document furnished by the Subscriber to any of the
foregoing in connection with this transaction.

     (m) The Subscriber hereby acknowledges and agrees, subject to any
applicable state securities laws that the subscription and application hereunder
are irrevocable, that the Subscriber is not entitled to cancel, terminate or
revoke this Subscription Agreement and that this Subscription Agreement shall
survive the death or disability of the Subscriber and shall be binding upon and
inure to the benefit of the Subscriber and his heirs, executors, administrators,
successors, legal representatives, and assigns. If the Subscriber is more than
one person, the obligations of the Subscriber hereunder shall be joint and
several, and the agreements, representations, warranties, and acknowledgments
herein contained shall be deemed to be made by and be binding upon each such
person and his heirs, executors, administrators, successors, legal
representatives, and assigns.

     (n) The Company and the Placement Agent have each employed its own legal
counsel in connection with the Offering. The Subscribers have not been
represented by independent counsel in connection with the preparation of the
Memorandum or the terms of this Offering and no investigation of the merits or
fairness of the Offering has been conducted on behalf of the Subscribers.
Prospective Subscribers should consult with their own legal, tax and financial
advisors with respect to the Offering made pursuant to the Memorandum.

     (o) The undersigned hereby acknowledges that officers, affiliates,
employees and directors of the Company and/or the Placement Agent may purchase
Shares in the Offering.

     (p) My answers to the foregoing questions are true and complete to the best
of my information and belief and I will promptly notify the Company of any
changes in the information I have provided.


                                       23

<PAGE>

SECTION H: OTHER COVENANTS AND AGREEMENTS

     (A)  REGISTRATION RIGHTS.

     The Subscriber and the Company agree that the Subscriber shall be entitled
to the registration rights with respect to the Shares as set forth in this
Section H (a).

     (i) Definition of Registrable Securities. As used herein the term
"Registrable Security" means each Share issued in the Offering and any
securities issued upon any stock split or stock dividend in respect thereof;
provided, however, that with respect to any particular Registrable Security,
such security shall cease to be a Registrable Security when, as of the date of
determination; (A) it has been effectively registered under the Act and disposed
of pursuant thereto; (B) registration under the Act is no longer required for
subsequent public distribution of such security; or (B) it has ceased to be
outstanding. The term "Registrable Securities" means any and/or all of the
securities falling within the foregoing definition of a "Registrable Security."
In the event of any merger, reorganization, consolidation, recapitalization or
other change in corporate structure affecting the Common Stock, such adjustment
shall be made in the definition of "Registrable Security" as is appropriate in
order to prevent any dilution or increase of the rights granted pursuant to this
Clause (a) as determined in good faith by the Board of Directors;

     (ii) Registration by the Company. The first time after the date hereof that
the Company files a registration statement under the Act not on Form S-8, S-4 or
another inappropriate form with the Securities and Exchange Commission to
register for sale any of its shares of Common Stock, the Company will include
for resale under the Act in the registration statement the Registrable
Securities. The Company shall not be required to register for resale any
Registrable Securities if at the time of such proposed registration, the
Registrable Securities may be sold without any limitation under Rule 144.
Notwithstanding the foregoing, if the registration statement filed by the
Company is pursuant to an underwritten offering:

          (A) if the underwriter determines in good faith that marketing factors
require the exclusion of all shares held by existing stockholders, no
Registrable Securities shall be included in such registration and the right to
have Registrable Securities included in the first registration statement filed
by the Company shall be deferred to the second registration statement filed by
the Company, which deferral may be continued to the third or subsequent
registration statement so long as the registration statements are pursuant to
underwritten offerings and the underwriter determines in good faith that
marketing factors require exclusion of all shares held by existing stockholders;

          (B) each holder of Registrable Securities ("Holder") shall enter into
an underwriting agreement in customary form with the underwriter and provide
such information regarding Holder that the underwriter shall reasonably request
in connection with the preparation of the prospectus describing such offering,
including completion of NASD Questionnaires; and

          (C) each Holder hereby agrees that such Holder shall not sell,
transfer, make any short sale of, grant any option for the purchase of, or enter
into any hedging or similar transaction with the same economic effect as a sale,
any Registrable Securities for a period specified by the underwriter not to
exceed one hundred eighty (180) days following the effective


                                       24

<PAGE>

date of the registration statement, or such lesser period equal to the lockup
period required of the Company's officers and directors. The Company may impose
stop-transfer instructions with respect to Registrable Securities subject to the
foregoing restriction until the end of said lock-up period. Each Holder agrees
that any transferee of any shares of Registrable Securities shall be bound by
this lock-up agreement and certificates evidencing the Registrable Securities
shall include a legend reflecting this agreement (see above).

     (iii) Covenants of the Company With Respect to Registration. In connection
with the registration in which the Registrable Securities are included, the
Company covenants and agrees as follows:

          (A) The Company shall use its best efforts to have the registration
statement declared effective as soon as possible after filing, and shall furnish
each Holder of Registrable Securities such number of prospectuses as shall
reasonably be requested. In addition, the Company shall file such amendments as
may be required from time to time, in order to keep any registration statement
filed under this Clause (a) effective as provided herein. The registration
statement filed by the Company hereunder shall remain effective for the earlier
of (i) 9 months or (ii) the date that the Registrable Securities may be sold
without volume limitation under SEC Rule 144k.

          (B) The Company shall pay all costs (excluding fees and expenses of
Holder(s) counsel and any underwriting or selling commissions), fees and
expenses in connection with the registration statement filed pursuant hereto
including, without limitation, the Company's legal and accounting fees, printing
expenses, blue sky fees and expenses.

          (C) The Company will take all necessary action which may be required
in qualifying or registering the Registrable Securities included in the
registration statement, for offering and sale under the securities or blue sky
laws of such states as reasonably are requested by the Holder(s), provided that
the Company shall not be obligated to execute or file any general consent to
service of process or to qualify as a foreign corporation to do business under
the laws of any such jurisdiction.

          (D) The Company shall indemnify each Holder of Registrable Securities
to be sold pursuant to the registration statement and each person, if any, who
controls such Holder within the meaning of Section 15 of the Act or Section
20(a) of the Securities Exchange Act of 1934, as amended ("Exchange Act"),
against all loss, claim, damage, expense or liability (including all reasonable
expenses reasonably incurred in investigating, preparing or defending against
any claim whatsoever) to which any of them may become subject under the Act, the
Exchange Act or otherwise, arising from such registration statement, except to
the extent arising under paragraph (E) below.

          (E) Each Holder of Registrable Securities to be sold pursuant to a
registration statement, and their successors and assigns, shall severally, and
not jointly, indemnify the Company, its officers and directors and any
underwriter, and each person, if any, who controls the Company or such
underwriter within the meaning of Section 15 of the Act or Section 20(a) of the
Exchange Act, against all loss, claim, damage or reasonable expense or liability
(including all expenses reasonably incurred in investigating, preparing or
defending against any claim


                                       25

<PAGE>

whatsoever) to which they may become subject under the Act, the Exchange Act or
otherwise, arising (I) from information furnished by or on behalf of such
Holder, or their successors or assigns, for specific inclusion in such
registration statement or (II) as a result of use by the Holder of a
registration statement that the Holder was advised to discontinue; provided,
however, that in no event shall any indemnity hereunder exceed the net proceeds
from the offering received by such Holder.

     (B)  ANTI- DILUTION PROTECTION.

     (i) Unless waived by the Placement Agent on behalf of all investors in the
Offering, during the period commencing on the date hereof and ending upon the
earlier of (A) a date which is three years following the Final Closing Date of
the Offering or (B) the date which is one day prior to the effective date of an
initial public offering, if the Company sells or issues additional shares of
Common Stock, or securities convertible into Common Stock, with a purchase,
exercise or conversion price (the "Share Antidilution Price") of less than the
Share Issue Price (which shall initially be $3.00, as adjusted for stock splits,
stock dividends and the like), with certain exceptions set forth below, the
Company shall promptly issue to each investor in the Offering additional shares
of Common Stock.

     (ii) The number of additional shares of Common Stock issuable to each
investor shall be determined by multiplying the number of Shares purchased by
such investor in the Offering by the result of the following equation: [(Share
Issue Price / Share Antidilution Price) - 1, less any additional shares
previously delivered to such investor pursuant to this section H(b)]. The Share
Antidilution Price shall initially be $2.00 and shall be adjusted in the event
of a subsequent issuance below the Share Antidilution Price then in effect by
multiplying such Share Antidilution Price by a fraction (A) the numerator of
which shall be the number of shares of Common Stock deemed outstanding (as
defined below) immediately prior to such issue or sale, plus the number of
shares of Common Stock which the aggregate consideration received by the Company
for the total number of additional shares of Common Stock or securities
convertible into Common Stock so issued would purchase at the Share Issue Price,
and (B) the denominator of which shall be the number of shares of Common Stock
deemed outstanding (as defined below) immediately prior to such issue or sale,
plus the total number of additional shares of Common Stock or securities
convertible into Common Stock so issued. The number of additional shares issued
to each investor will be rounded down to the nearest whole share, and no
fractional shares will be issued. The number of shares of Common Stock deemed to
be outstanding as of a given date shall be the sum of (x) the number of shares
of Common Stock actually outstanding, (y) the number of shares of Common Stock
into which the then outstanding shares of Preferred Stock could be converted if
fully converted on the day immediately preceding the given date, and (z) the
number of shares of Common Stock which could be obtained through the exercise or
conversion of all other rights, options and convertible securities outstanding
on the day immediately preceding the given date.

     (iii) Notwithstanding the foregoing, the following issuances by the Company
shall not result in any adjustment of the Share Antidilution Price or any
issuance of additional shares to investors in the Offering: (A) shares of Common
Stock issued upon conversion of Preferred Stock, (B) up to 4,000,000 shares of
Common Stock and/or options, and the Common Stock issued pursuant to such
options, (as adjusted for any stock dividends, combinations, splits,
recapitalizations and the like, and net of any repurchases of such shares or
cancellations or


                                       26

<PAGE>

exemptions of such options, warrants or other rights) to employees, officers or
directors of, or consultants or advisors to the Corporation or any subsidiary
pursuant to stock purchase or stock option plans or other arrangements that are
approved by the Board ("Employee Options"), (C) shares of capital stock issuable
upon exercise or conversion of options (other than Employee Options) or warrants
or other securities or rights outstanding as of the date of the Memorandum and
(D) shares of Common Stock issued to third parties in connection with bank loan
or license arrangements or other strategic transactions approved by the Board of
Directors.

     (iv) Within 15 days following any transaction by the Company which would
result in the investors in the Offering being entitled to additional shares of
Common Stock hereunder, the Company shall provide written notice of such
transaction to each investor and the Placement Agent of the terms of such
transaction and shall, within 30 days of consummation of such transaction,
deliver share certificates to the investors (or the Placement Agent on their
behalf) representing any additional shares. Any such additional shares shall be
included in the term "Registrable Securities" in Section G clause (a) above.

     (C) PUT OPTION ON MERGER OR CONSOLIDATION.

     (i) In the event of a merger or consolidation where the Company is not the
surviving entity or sale of substantially all of the assets of the Company
during the term commencing on the Initial Closing of the Offering and ending on
the day prior to the effective date of an initial public offering (a
"liquidation event"), the Company hereby agrees that investors in this Offering
shall have the option to put their shares back to the Company immediately prior
to and conditioned upon consummation of such liquidation event in exchange for a
payment in cash equal to 150% of their original subscription amount (the "Put
Price"); provided, however, in the event that: (A) the third party to the
liquidation event is a reporting company under the Securities and Exchange Act
of 1934; (B) its shares of publicly traded securities are being used as
consideration in the Offering; (C) such securities are traded on either the New
York Stock Exchange, the American Stock Exchange or the Nasdaq Stock Market and
(D) the securities have a closing sales price in excess of $5.00 per share for
the 30 trading days prior to announcement of such transaction and a daily
average volume equal to or in excess of 50,000 shares per day, such payment may
be made in the form of such securities provided that the securities are
immediately available for resale pursuant to Rule 145 or a resale registration
statement.

     (ii) At least 15 days prior to any transaction by the Company which would
result in the investors in the Offering being entitled to exercise their put
rights hereunder, the Company shall provide written notice of such transaction
to each investor and the Placement Agent of the terms of such transaction.
Investors shall have 10 days to notify the Company in writing of their desire to
exercise or not exercise their put rights hereunder, or the Placement Agent may
so notify the Company on behalf of all investors. To the extent that an investor
or the Placement Agent on behalf of such investor, as the case may be, does not
provide the notice as set forth in the immediately preceding sentence, such
investor will be deemed to have irrevocably agreed not to exercise their put
right hereunder.

     (iii) The closing for the purchase of the Shares for which put rights have
been timely exercised hereunder (the "Put Securities") will occur as soon as
practicable following the


                                       27

<PAGE>

consummation of the transaction giving rise to the put rights hereunder by the
Company's prompt payment of the Put Price following receipt of original
certificates for the Put Securities, duly endorsed or accompanied by an
appropriate stock power. If the Company does not have sufficient funds legally
available to pay the Put Price for the Put Securities under the Delaware General
Corporation Law or otherwise, then the Company will purchase the maximum number
of Put Securities for which the Company has funds legally available, pro rata
based upon the number of Put Securities tendered hereunder. The remaining shares
which cannot be purchased because of the lack of funds available to the Company
shall be exchanged for new shares of the merged entity at the Put Price. The
"pro rata" amount shall be determined by percentage of Shares held by the
subscriber relevant to the entire number of Shares sold in the Offering and then
outstanding.

     (D) ISSUANCE OF ADDITIONAL SHARES FOR FAILURE TO TIMELY BECOME REPORTING
COMPANY.

     (i) Unless waived by the Placement Agent on behalf of all investors in the
Offering, in the event that the Company fails to become a reporting company
under the Securities and Exchange Act of 1934 within a date which is 24 months
from the date of the final Closing of the Offering, then the undersigned
subscriber shall be entitled to additional shares of Common Stock of the Company
equal to (A)10% of his initial subscription and (B) thereafter 5% of his initial
subscription for each 90 day period (or part thereof) for any continued failure
by the Company. The number of shares to be received shall be based upon a price
equal to the lower of (x) the price per Share in the Offering or (z) the lowest
price per share received by the Company in connection with any sale of its
common stock (or in the event of the issuance or sale of convertible securities,
the conversion or exercise price) within 6 months of any such date.

     (ii) Within 15 days following the date on which investors in the Offering
become entitled to additional shares of Common Stock hereunder, the Company
shall provide written notice of such entitlement to each investor and the
Placement Agent and shall, within 30 days of consummation of such transaction,
deliver share certificates to the investors (or the Placement Agent on their
behalf) representing any additional shares. Any such additional shares shall be
included in the term "Registrable Securities" in Section G clause (a) above.

     (E) COMPANY RIGHT OF FIRST REFUSAL.

     (i) In the event any Registrable Securities, or any interest therein, are
to be transferred, voluntarily or involuntarily (including, without limitation,
any sale, encumbrance, foreclosure or transfer in lieu thereof, or by operation
of law, any division of marital property on account of divorce or legal
separation being deemed a "transfer" for purposes hereof), the Company (or its
nominees) shall have a right of first refusal as follows:

          (A) the holder of such Registrable Securities shall give the Company
advance written notice detailing all the terms of the proposed transfer. The
Company (or its nominees) shall have the right (but not the obligation),
exercisable upon delivery to the transferring stockholder of written notice of
acceptance within 10 days following receipt of the notice of proposed transfer
described in the preceding sentence, to repurchase all or any of such
Registrable Securities on the terms and conditions set forth in such notice.


                                       28

<PAGE>

          (B) The "Payment Date" for purposes of this paragraph shall be on or
before the 10th day following delivery of the Company's notice of exercise.
Holder will surrender all stock certificates to the Company promptly upon
request on or before the Payment Date.

          (C) Failure by the Company (or its nominees) (without default by the
transferring stockholder) to close such purchase within the above 10-day period
shall give the transferring stockholder the right to transfer such shares or
interest therein on the terms and to the person described in the notice during
the 45 days following expiration of the original 10-day period; provided that
the shares or interest therein to be transferred shall for all purposes remain
subject to the Company's right of first refusal hereunder. If the transferring
stockholder fails to close the proposed transfer on those terms within such
45-day period, the proposed transfer shall again be subject to the terms of this
paragraph.

          (D) Notwithstanding the foregoing, nothing herein shall be construed
to impede or nullify any transfer of such shares made to any trusts in which
holder or a member of holder's immediate family are trustors or the
beneficiaries thereof, or to a partnership, limited liability company or other
entity of which holder and member(s) of holder's immediate family are the sole
equity owners, and in each of the foregoing cases where such trust or entity is
controlled by holder, directly or indirectly, whether or not for adequate
consideration. Such transfers may be made without providing the Company notice
or a right of first refusal. The transferee of such shares shall at all times be
bound by the restrictions provided in this paragraph with regard to future
transactions and shall execute an appropriate instrument to this effect.
Certificates evidencing Shares issued in the Offering will be legended to
reflect the foregoing restrictions (see above). This right of first refusal
shall expire on the date that the Company becomes a reporting company under the
Securities and Exchange Act of 1934.

     (F) AUTHORIZATION OF PLACEMENT AGENT AS AGENT FOR PURPOSES OF SECTION H (B)
AND (C).

     By execution hereof, each undersigned subscriber empowers and authorizes
the First Montauk Securities Corp. to act on behalf of the subscriber, in First
Montauk Securities Corp.'s discretion, to waive the anti-dilution adjustment
described in Section H(b) and/or the exercise or waiver the put right described
in Section H(c).

[signature page appears next]


                                       29

<PAGE>

     IN WITNESS WHEREOF, the undersigned has duly executed this Subscription
Agreement and Questionnaire and agrees to the terms hereof.

Dated: ______________ ___, 200__        FOR INDIVIDUALS:
                                        (INCLUDING PURCHASER REPRESENTATIVE)

                                        ----------------------------------------
                                        (Print Name)


                                        ----------------------------------------
                                        (Signature)


Dated: ______________ ___, 200__        FOR INDIVIDUALS:
                                        (INCLUDING PURCHASER REPRESENTATIVE)

                                        ----------------------------------------
                                        (Print Name)


                                        ----------------------------------------
                                        (Signature)


                                       30

<PAGE>

     IN WITNESS WHEREOF, the undersigned has duly executed this Subscription
Agreement and Questionnaire and agrees to the terms hereof.

Dated: ______________ ___, 200__        FOR CORPORATIONS:

                                        ----------------------------------------
                                        Name of Company

                                        ----------------------------------------
                                        Executive Officer of Company


                                        ----------------------------------------
                                        Signature of Officer


Dated: ______________ ___, 200__        FOR PARTNERSHIPS:

                                        ----------------------------------------
                                        Name of Partnership

                                        ----------------------------------------
                                        Name of Authorized Partner


                                        ----------------------------------------
                                        Signature of Authorized Partner


                                       31

<PAGE>

     IN WITNESS WHEREOF, the undersigned has duly executed this Subscription
Agreement and Questionnaire and agrees to the terms hereof.

Dated: ______________ ___, 200__        FOR TRUSTS:

                                        ----------------------------------------
                                        Name of Trust

                                        ----------------------------------------
                                        Name of Authorized Trustee


                                        ----------------------------------------
                                        Signature of Authorized Trustee


                                       32

<PAGE>

ACCEPTANCE OF SUBSCRIPTION BY THE COMPANY

     The undersigned, ImaRx Therapeutics, Inc. hereby accepts the Subscription
Agreement of ___________________________________as of the date stated below.

Dated: ______________ ___, 200__        ImaRx Therapeutics, Inc.


                                        By:
                                            ------------------------------------
                                        Name:
                                              ----------------------------------
                                        Title:
                                               ---------------------------------


                                       33