SUBSCRIPTION
      AGREEMENT

    


    Private
      Placement of Up To

    One
      Million Dollars ($1,000,000) 

    


    Bridge
      Loan

    


    


    HOW
      TO
      SUBSCRIBE

    


    The
      minimum investment which must be made by any subscriber is $50,000 in the form
      of a Note (individually, the “Note” and collectively, the "Notes") of The Tube
      Media Corp. (the "Company"). Subscribers can purchase additional Notes in excess
      of the minimum amount of $50,000. Any qualified subscriber who wishes to
      purchase a Note should deliver the following items to the Company, at
1451
      W.
      Cypress Creek Road, Suite 300, Fort Lauderdale, FL 33309,
      Attention: David C. Levy, President:

    


    (1) one
      dated
      and executed copy of the Subscription Agreement with all blanks properly
      completed; and

    


    (2) a
      check
      payable to the order of “The Tube Media Corp.” in the amount being subscribed
      for.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    THE
      NOTE BEING SUBSCRIBED FOR PURSUANT TO THIS SUBSCRIPTION AGREEMENT HAS NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES
      LAWS
      OF ANY STATE. THE NOTE MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF
      AN
      EFFECTIVE REGISTRATION STATEMENT FOR THE NOTE UNDER THE SECURITIES ACT OF 1933,
      AS AMENDED, AND SUCH STATE LAWS AS MAY BE APPLICABLE, OR AN OPINION OF COUNSEL
      SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED. ADDITIONAL
      RESTRICTIONS ON TRANSFER OF THE NOTE ARE SET FORTH IN THIS SUBSCRIPTION
      AGREEMENT.

    


    


    



    SUBSCRIPTION
      AGREEMENT

    


    SUBSCRIPTION
      AGREEMENT (the "Agreement") between The Tube Media Corp., a Delaware corporation
      (the "Company"), and the purchaser identified on the signature page hereto
      (the
      "Subscriber").

    


    BACKGROUND

    


    Subscriber
      desires to loan, and the Company desires to accept a loan, up to the amount
      as
      set forth in a Promissory Note of even date herewith between the Subscriber
      and
      the Company (the "Note") and as set forth on the signature page hereto, upon
      the
      terms and conditions contained herein.

    


    NOW,
      THEREFORE, in consideration of the mutual promises and covenants contained
      herein and for the other good and valuable consideration, the receipt and
      sufficiency of which is hereby acknowledged, the parties hereto, intending
      to be
      legally bound, agree as follows:

    


    1. SUBSCRIPTION
      FOR NOTE.

    


    (a) Subscriber
      hereby subscribes for and agrees to loan up to that amount set forth on the
      signature page hereto and as set forth in the Note, being $400,000 (the
“Purchase Price”) on the terms and conditions described herein and as set forth
      in the form of Note attached hereto as Exhibit B. Should the sum of at least
      $2
      million of financing not be received from the Subsequent Offering (as
      hereinafter defined) then the Subscriber agrees to subscribe for an additional
      $100,000 on April 7, 2006 on the same terms and conditions as set forth herein
      and in the Note. 

    


    (b) Subscriber
      encloses herewith a check payable to the order of “The Tube Media Corp.” in an
      amount equal to the Purchase Price. 

    


    (c)
       By
      executing this Agreement, the Subscriber acknowledges that the Subscriber has
      been informed of various matters relating to the Company, including but not
      limited to, the Risk Factors described in reports that the Company has filed
      with the Securities and Exchange Commission.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    2. REPRESENTATIONS
      AND WARRANTIES OF THE SUBSCRIBER.

    


    Subscriber
      hereby represents and warrants as of the date hereof and as of the closing
      date
      that: 

    


    (a) If
      the
      Subscriber is an entity, (i) the Subscriber is duly organized, validly existing
      and in good standing under the laws of the jurisdiction of its organization
      with
      full right, corporate or partnership power and authority to enter into and
      to
      consummate the transactions contemplated by this Agreement and the Note and
      otherwise carry out its obligations thereunder; and (ii) the execution, delivery
      and performance by the Subscriber of the transactions contemplated by this
      Agreement and the Note have been duly authorized by all necessary corporate
      or
      similar action on the part of the Subscriber. The Agreement has been duly
      executed by the Subscriber, and when delivered by the Subscriber in accordance
      with the terms hereof, will constitute the valid and legally binding obligation
      of the Subscriber, enforceable against it in accordance with its terms, except
      (i) as limited by general equitable principles and applicable bankruptcy,
      insolvency, reorganization, moratorium and other laws of general application
      effecting enforcement of creditors’ rights generally; (ii) as limited by laws
      relating to the availability of specific performance, injunctive relief or
      other
      equitable remedies; and (iii) insofar as indemnification and contribution
      provisions may be limited by applicable law;

    


    (b) The
      Subscriber understands that the Note is a “restricted security” and has not been
      registered under the Securities Act of 1933, as amended (the “Securities Act”)
      or any applicable state securities law. The Subscriber is acquiring the Note
      as
      principal for its own account for investment and not with a view to, or for
      sale
      in connection with, any distribution of such Note or any part thereof, has
      no
      present intention of distributing any of such Note and has no arrangement or
      understanding with any other persons regarding distribution of such Note. The
      Subscriber does not have any agreement or understanding, directly or indirectly,
      with any person to distribute the Note;

    


    (c) At
      any
      time the Subscriber was offered the Note, it was and at the date hereof it
      is,
      an “accredited investor” as defined in Regulation D of the Securities Act, which
      definition is set forth on Exhibit A attached hereto. The Subscriber understands
      that the Note is being offered and sold pursuant to an exemption from
      registration contained in the Securities Act based in part upon Subscriber’s
      representations contained in this Agreement, including, without limitation,
      that
      the Subscriber is an “accredited investor.” The Subscriber is not, and is not
      required to be, registered as a broker-dealer under Section 15 of the Securities
      Exchange Act of 1934, as amended; 

    


    (d) The
      Subscriber, either alone or together with its representatives, has such
      knowledge, sophistication and experience in business and financial matters
      so as
      to be capable of evaluating the merits and risks of the prospective investment
      in the Note, and has so evaluated the merits and risks of such investment.
      The
      Subscriber is able to bear the economic risk of an investment in the Note,
      has
      no need for liquidity with respect to its investment, and, at the present time,
      is able to afford a complete loss of such investment;

    


    (e) The
      Subscriber is not purchasing the Note as a result of any advertisement, article,
      notice or other communication regarding the Note published in any newspaper,
      magazine or similar media or broadcast over television or radio or presented
      at
      any seminar or any other general solicitation or general
      advertisement;

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    (f) The
      Subscriber has had the opportunity to request and receive all information deemed
      necessary by it to evaluate an investment in the Company, including the
      Company’s business plan. The Subscriber confirms that the Company has made
      available to the Subscriber the opportunity to ask questions of, and receive
      answers from the Company concerning the terms and conditions of the Note and
      the
      nature of the business of the Company, and to obtain additional information
      or
      documents which the Company possesses or can acquire without unreasonable effort
      or expense. The Subscriber confirms that it has relied solely on the foregoing
      information and documents provided by the Company and the reports that the
      Company files with the Securities and Exchange Commission to evaluate an
      investment in the Company. In formulating the decision to acquire the Note,
      the
      Subscriber has relied solely upon its own advisors and its own independent
      investigation of the Company with respect to this Agreement and the nature
      and
      effect of any investment in the Note;

    


    (g) The
      Subscriber represents that after the date the Subscriber learned of the terms
      of
      this transaction and prior to the date hereof, neither it nor any person over
      which the Subscriber has direct control, have made any net short sales of,
      or
      granted any option for the purchase of or entered into any hedging or similar
      transaction with the same economic effect as a net short sale, in the Company’s
      common stock; 

    


    (h) The
      Subscriber agrees to maintain in confidence non-public information, including
      this proposed financing, its terms and the information contained in the
      Company’s business plan, regarding the Company obtained from the Company or its
      agents during the course of this transaction and understands that the Company
      has caused these materials to be delivered to Subscriber in reliance upon such
      agreement; provided however, that the Subscriber can deliver confidential
      non-public information to any potential investor in the Subsequent Offering
      transaction in the event such potential investor executes an appropriate
      Non-disclosure Agreement in a form acceptable to the Company. The Subscriber
      also agrees not to trade in the Company’s securities on the basis of such
      non-public information obtained during the course of this
      transaction;

    


    (i) If
      the
      Subscriber is an individual, Subscriber is at least 18 years of age and a bona
      fide resident and domiciliary (not a temporary or transient resident) of the
      state or country indicated on the signature page hereof and Subscriber has
      no
      present intention of becoming a resident of any other state or jurisdiction;
      

    


    (j) If
      the
      Subscriber is not an individual, Subscriber is domiciled in the state or country
      indicated on the signature page hereof, has no present intention of becoming
      domiciled in any other state or jurisdiction;

    


    (k) Except
      for commissions payable to ________, no brokerage or finder’s fees or
      commissions are or will be payable to any broker, financial advisor or
      consultant, finder, placement agent, investment banker, bank or other person
      with respect to the transactions contemplated by this Agreement based upon
      arrangements made by the Subscriber or any of its affiliates. The Company shall
      have no obligation with respect to any fees or with respect to any claims made
      by or on behalf of persons for fees of a type contemplated by this section
      that
      may be due in connection with transactions contemplated by this Agreement based
      upon arrangements made by the Subscriber or any of its affiliates.

    


    (l) The
      Subscriber understands that the Securities and Exchange Commission nor any
      state
      regulatory authority has approved the Note offered hereby or passed upon the
      adequacy or accuracy of the information furnished to the Subscriber or endorsed
      the merits of this transaction. Any representation to the contrary is a criminal
      offense.

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    (m) All
      of
      the written information pertaining to the Subscriber which the Subscriber has
      furnished to the Company, and all information pertaining to the Subscriber
      which
      is set forth in this Agreement, is correct and complete as of the date hereof
      and, if there should be any material change in such information hereafter,
      the
      Subscriber shall promptly furnish such revised or corrected information to
      the
      Company. The Subscriber otherwise meets any special suitability standards
      applicable to the Subscriber's state of residence.

    


    (n) The
      Subscriber agrees that any information furnished by the Company to the
      Subscriber does not constitute investment, accounting, legal or tax advice
      and
      the Subscriber is relying on professional advisers for such advice;
      and

    


    (o) The
      Subscriber understands the meaning and legal consequences of the foregoing
      representations and warranties. The Subscriber certifies that each of the
      foregoing representations and warranties is true and correct as of the date
      hereof and shall survive the execution hereof and the purchase of the
      Note.

    


    3. REPRESENTATIONS
      AND WARRANTIES OF THE COMPANY

    


    


    (a)
      Incorporation.
      The
      Company is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Delaware and is qualified to do business in
      each
      jurisdiction in which the character of its properties or the nature of its
      business requires such qualification. The Company has all requisite corporate
      power and authority to carry on its business as now conducted. 

    


    (b)
      Authorization.
      All
      corporate action on the part of the Company and its officers, and directors
      necessary for the authorization, execution, delivery and performance of this
      Agreement and the Note (collectively, the “Transaction
      Documents”
)
      and
      the consummation of the transactions contemplated herein and therein has been
      taken. When executed and delivered by the Company, this Agreement and the
      Transaction Documents shall constitute the legal, valid and binding obligations
      of the Company, enforceable against the Company in accordance with their
      respective terms, except (i) as limited by bankruptcy, insolvency,
      reorganization, moratorium and other laws of general application affecting
      enforcement of creditors’ rights generally and (ii) as limited by laws relating
      to the availability of specific performance, injunctive relief or other
      equitable remedies. The Company has all requisite corporate power to enter
      into
      this Agreement and the Transaction Documents and to carry out and perform its
      obligations under the terms of this Agreement and the Transaction
      Documents.

    


    (c)
      Consents.
      All
      consents, approval, orders, authorizations, registrations, qualifications,
      and
      filings required on the part of the Company to be obtained or made prior to
      the
      Closing in connection with the execution, delivery or performance of this
      Agreement and the Transaction Documents, and the consummation of the
      transactions contemplated herein and therein, have been obtained or made or
      will
      be obtained or made, prior to the Closing

    


    (d)
      No
      Conflict.
      The
      execution and delivery of this Agreement or any of the Transaction Documents
      by
      the Company and the consummation of the transactions contemplated hereby and
      thereby, will not conflict with or result in any violation of or default (with
      or without notice or lapse of time, or both) under, or give rise to a right
      of
      termination, cancellation or acceleration of any obligation or to a loss of
      a
      material benefit or give rise to an event which results in the creation of
      any
      lien, charge, restriction, claim or other encumbrance upon any of the Company’s
      properties or assets under (i) any provision of the Certificate of Incorporation
      or Bylaws of the Corporation or (ii) any agreement or instrument, permit,
      franchise, license, judgment, order, statute, law, ordinance, rule or
      regulations, applicable to the Company or any of its properties or
      assets.

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

       

    

    4. TRANSFER
      RESTRICTIONS.

    


    (a) Subscriber
      represents that he understands that the sale or transfer of the Note are
      severely restricted and that:

    


    (i) The
      Note
      has not been registered under the Securities Act or the laws of any other
      jurisdiction by reason of a specific exemption or exemptions from registration
      under the Securities Act and applicable state securities laws, and that the
      Company's reliance on such exemptions is predicated on the accuracy and
      completeness of the Subscriber's representations, warranties, acknowledgments
      and agreements herein. The Note cannot be sold or transferred by Subscriber
      unless subsequently registered under applicable law or an exemption from
      registration is available. The Company is not required to register the Note
      or
      to make any exemption from registration available;

     

    (ii) The
      right
      to sell or transfer any of the Note will be restricted as described in this
      Agreement which include restrictions against sale or transfer in violation
      of
      applicable securities laws, the requirement that an opinion of counsel be
      furnished that any proposed sale or transfer will not violate such laws and
      other restrictions and requirements; and

    


    (iii) There
      will be no public market for the Note and the Subscriber may not be able to
      sell
      or otherwise transfer the Note. Accordingly, the Subscriber must bear the
      economic risk of Subscriber's investment for an indefinite period of
      time.

    


    (b) The
      Subscriber agrees that he will not offer to sell, sell or transfer the Note
      or
      any part thereof or interest therein without registration under the Securities
      Act and applicable state securities laws or without providing to the Company
      an
      opinion of counsel acceptable to the Company that such offer, sale or transfer
      is exempt from registration under the Securities Act and under applicable state
      securities laws.

    


    (c) The
      Subscriber acknowledges that the Note will bear the following
      legend:

    


    “The
      Note
      has not been registered with the Securities and Exchange Commission, or the
      securities commission of any state, in reliance upon an exemption from
      registration under the Securities Act of 1933, as amended (the “Securities
      Act”), and accordingly, may not be offered or sold except pursuant to an
      effective registration statement under the Securities Act or pursuant to an
      available exemption from, or in a transaction not subject to, the registration
      requirement of the Securities Act and in accordance with applicable state
      securities laws as evidenced by a legal opinion of counsel to the transferor
      to
      such effect, the substance of which shall be reasonably acceptable to the
      Company.”

    


    Subscriber
      further acknowledges that the Company reserves the right to place a stop order
      against the Note and to refuse to effect any transfers thereof in the absence
      of
      an effective registration statement with respect to the Note or in the absence
      of an opinion of counsel to the Company that such transfer is exempt from
      registration under the Securities Act and under applicable state securities
      laws.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    


    5. SUBSCRIPTION
      IRREVOCABLE BY SUBSCRIBER BUT SUBJECT TO ACCEPTANCE
      OR REJECTION BY THE COMPANY.

     

    (a) This
      Agreement is not, and shall not be, revocable by the Subscriber.

    


    (b) The
      Company, in its sole discretion, has the right to terminate or withdraw the
      offering at any time, to accept or reject subscriptions in other than the order
      in which they were received, to reject any subscription in whole or in part,
      to
      allot to the Subscriber less than the amount of Note subscribed for, and to
      return without interest the amount paid by the Subscriber.

    


    (c) The
      Subscriber understands and agrees that this Agreement is not binding upon the
      Company until the Company accepts it, which acceptance is at the sole discretion
      of the Company and is to be evidenced by the Company's completion, execution
      and
      delivery of this Agreement.

    


    (d) In
      the
      event of rejection of this subscription in whole (but not in part), or in the
      event the sale of the Note subscribed for by the Subscriber is not consummated
      by the Company for any reason (in which event this Agreement shall be deemed
      to
      be rejected), this Agreement and any other agreement entered into between the
      Subscriber and the Company relating to this subscription shall thereafter have
      no force or effect, except for the Subscriber’s agreement to maintain in
      confidence non-public information obtained during the course of this
      transaction, and the Company shall promptly cause to be returned to the
      Subscriber the Purchase Price remitted by the Subscriber, without interest
      thereon or deduction therefrom. In the event that this subscription is accepted
      in part, the Company shall promptly cause to be returned to the Subscriber
      that
      portion of the Purchase Price remitted by the Subscriber which represents
      payment for the Note for which this subscription was not accepted, without
      interest thereon or deduction therefrom. 

    


    6. INDEMNIFICATION
      AND HOLD HARMLESS.

    


    The
      Subscriber agrees that if the Subscriber breaches any agreement, representation
      or warranty the Subscriber has made in this Agreement, the Subscriber agrees
      to
      indemnify and hold harmless the Company and its directors, officers, employees,
      shareholders, financial advisors, attorneys and accountants against any claim,
      liability, loss, damage or expense (including, without limitation, attorneys'
      fees and other costs of investigating and litigating claims) caused, directly
      or
      indirectly, by the Subscriber's breach.

    


    7. ESCROW.
      The
      parties agree that this subscription is for purposes of consummating a bridge
      loan on the terms as set forth in the bridge Note being executed simultaneously
      herewith. The parties further agree to use diligent efforts to close a private
      placement financing up to $5,000,000 on the terms as set forth in a non-binding
      letter of intent with Nite Capital L.P. (the “Subsequent Offering”).
      Accordingly, the parties hereby agree that any funds raised in the Subsequent
      Offering shall be paid into an escrow account, held by a mutually acceptable
      escrow agent, and that upon any release of funds from the escrow account, the
      bridge loan shall be repaid in accordance with the terms of the bridge Note
      of
      even date herewith

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    8. MISCELLANEOUS.

    


    (a) This
      Agreement states the entire understanding between the parties with respect
      to
      the subject matter hereof, and supersedes all prior oral and written
      communications and agreements, and all contemporaneous oral communications
      and
      agreements, with respect to the subject matter hereof. The Company's business
      plan and other information provided by the Company to the Subscriber is not
      part
      of this Agreement and is subject to change as circumstances require.


    


    (b) This
      Agreement, upon acceptance by the Company, shall bind, benefit, and be
      enforceable by and against each party hereto and its successors, assigns, heirs
      administrators and executors. This Agreement in not transferable or assignable
      by the Subscriber. The agreements, representations and warranties contained
      herein shall be deemed to be made by and be binding upon the Subscriber and
      such
      Subscriber's heirs, executors, administrators, other personal representatives,
      and their respective successors and permitted assigns.

    


    (c) If
      any
      provision of this Agreement is construed to be invalid, illegal or
      unenforceable, then the remaining provisions hereof shall not be affected
      thereby and shall be enforceable without regard thereto.

    


    (d) Article
      and section headings in this Agreement are for convenience of reference only,
      do
      not constitute a part of this Agreement, and shall not affect its
      interpretation.

    


    (e) Words
      used in this Agreement shall be construed to be of such number and gender as
      the
      context requires or permits. Unless a particular context clearly provides
      otherwise, the words "hereof" and "hereunder" and similar references refer
      to
      this Agreement in its entirety and not to any specific Section or
      subsection.

    


    (f) THIS
      AGREEMENT IS MADE UNDER, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE
      WITH,
      THE LAWS OF THE STATE OF FLORIDA, APPLICABLE TO AGREEMENTS MADE AND TO BE
      PERFORMED SOLELY THEREIN, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS
      OF
      LAW.

    


    (g) Any
      notice, demand or other communication which any party hereto may be required,
      or
      may elect, to give to anyone interested hereunder shall be sufficiently given
      if
      (a) deposited, postage prepaid, in a United States mail letter box, registered
      or certified mail, return receipt requested, addressed to such address as may
      be
      given herein, or (b) delivered personally at such address. Notices to the
      Company shall be addressed to David C. Levy, President, The Tube Media Corp.,
      1451 W. Cypress Creek Road, Suite 300, Fort Lauderdale, FL 33309.

    


    (h)
      This
      Agreement may be executed through the use of separate signature pages or in
      any
      number of counterparts, and each of such counterparts shall, for all purposes,
      constitute one agreement binding on all parties, notwithstanding that all
      parties are not signatories to the same counterpart.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

       

    

    IN
      WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement
      on the date set forth below.

    


    Subscription:
      I hereby subscribe for, and agree to purchase a Note for a Purchase Price of
      $400,000.

    


     

    Print
      Name of Subscriber(s): Barry Honig  

    


    


    Signature(s):          
      /s/ Barry Honig

    
      
        

      

       

    

    Print
      Name and Title of Signatory, if signing for an entity:   

    
      
        

      



    Residence/Domicile:

    


    
      
        

      

    

    Street
      Number and Street

    


    
      
        

      

    

    City/State/Zip
      Code

    


    
      
        

      

    

    Country

    


    
      
        

      

    

    Telephone
      Number

    


    
      
        

      

    

    Social
      Security/Taxpayer/Employer

    Identification
      Number(s)


    


    


    The
      Company hereby accepts the foregoing subscription for $400,000 of a Note as
      of
      March 31, 2006. 

     

    
      
        	 	 	 
	 	THE
                TUBE MEDIA
                CORP.
	 
 	 
 	 
 
	 	By:  	/s/
                David Levy
	 	
                

                Name: David Levy
	 	Title:
                President


      



    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    


    


    EXHIBIT
      A

    


    ACCREDITED
      INVESTOR

    


    


    An
      “accredited investor” is one who comes within any of the following
      :

    


    
      	
              1.

            	
              Any
                bank as defined in section 3(a)(2) of the Securities Act of 1933,
                as
                amended (the “Securities Act”), or any savings and loan association or
                other institution as defined in section 3(a)(5)(A) of the Securities
                Act
                whether acting in its individual or fiduciary capacity; any broker
                or
                dealer registered pursuant to section 15 of the Securities Exchange
                Act of
                1934, as amended; any insurance company as defined in section 2(13)
                of the
                Act; any 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; any Small Business Investment Company licensed by the U.S.
                Small
                Business Administration under section 301(c) or (d) of the Small
                Business
                Investment Act of 1958; any plan established and maintained by a
                state,
                its political subdivisions, or any agency or instrumentality of a
                state or
                its political subdivisions, for the benefit of its employees, if
                such plan
                has assets in excess of $5,000,000; any employee benefit plan within
                the
                meaning of the Employee Retirement Income Security Act of 1974 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 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;

            


    

     

    
      	
              2.

            	
              Any
                private business development company as defined in section 202(a)(22)
                of
                the Investment Advisors Act of
                1940;

            


    

    


    
      	
              3.

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

            


    

    


    
      	
              4.

            	
              Any
                director, executive officer, or general partner of the issuer of
                the
                securities being offered or sold, or any director, executive officer,
                or
                general partner of a general partner of that
                issuer;

            


    

    


    
      	
              5.

            	
              Any
                natural person whose individual net worth, or joint net worth with
                that
                person’s spouse, at the time of his purchase exceeds
                $1,000,000;

            


    

    


    
      	
              6.

            	
              Any
                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 reasonable expectation
                of reaching the same income level in the current
                year;

            


    

    


    
      	
              7.

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

            


    

    


    
      	
              8.

            	
              Any
                entity in which all of the equity owners are accredited
                investors.

            


    

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    EXHIBIT
      B

    


    FORM
      OF PROMISSORY NOTE