<PAGE>
EXHIBIT 10.29


                                                        ------------------------
                                                           Name of Subscriber

IMPORTANT:

            INVESTMENT IN THE COMPANY INVOLVES A HIGH DEGREE OF RISK.
                      PLEASE READ CAREFULLY BEFORE SIGNING.
               SIGNIFICANT REPRESENTATIONS ARE CALLED FOR HEREIN.

                          STRONGHOLD TECHNOLOGIES, INC.
                             SUBSCRIPTION AGREEMENT

         Stronghold  Technologies,  Inc., a Nevada  corporation (the "Company"),
desires  to  issue  and  sell to the  undersigned  (the  "Subscriber"),  and the
Subscriber desires to purchase from the Company,  the aggregate dollar amount of
shares (the "Shares") of common stock,  par value $0.0001 per share (the "Common
Stock"),  of the Company,  as set forth below next to such  Subscriber's name on
the signature pages hereto.

1. Purchase.

            (a)  Subject  to the terms and  conditions  hereof,  the  Subscriber
agrees to purchase from the Company, and the Company agrees to issue and sell to
the  Subscriber,  the Shares at a purchase  price equal to $1.50 (the  "Purchase
Price") per Share.

            (b) The  Company  has  authorized  the  issuance  and  sale of up to
500,000 Shares.

            (c) In reliance upon the Subscriber's representations and warranties
contained herein,  and subject to the terms and conditions set forth herein, the
Company hereby agrees to sell to each Subscriber the aggregate  number of Shares
at the  aggregate  Purchase  Price,  each as set forth beside such  Subscriber's
signature on the signature page bearing such Subscriber's name.

            (d) In  reliance  upon the  representations  and  warranties  of the
Company  contained  herein,  and subject to the terms and  conditions  set forth
herein, on the Closing Date (as defined herein) each Subscriber hereby agrees to
tender to the Company the amount set forth beside such  Subscriber's name as the
aggregate Purchase Price in the manner described in Section 7(c) herein.

         2.  Delivery  of  Agreements.  The  Subscriber  hereby  delivers to the
Company executed  counterparts of this  Subscription  Agreement and the Investor
Qualification Statement, substantially in the form attached hereto as Exhibit A.

         3.  Acceptance  by the Company.  The Company has the right to accept or
reject any or all of Subscriber's subscription, for any reason whatsoever or for
no reason. The Subscriber's subscription shall be deemed accepted by the Company
when the  Company  executes a  counterpart  of this  Subscription  Agreement  or
provides  notice of such execution.  Promptly after  accepting the  Subscriber's
subscription,  the Company will cause a certificate  evidencing the


<PAGE>

Subscriber's  Shares  (the  "Certificate")  to be  issued  in  the  name  of and
delivered  to the  Subscriber,  together  with  executed  counterparts  of  this
Subscription Agreement and the Stockholders Agreement.



         4. Registration Rights With Respect to the Shares.

            (a) The Company will file a registration statement on Form SB-2 (the
"Registration  Statement")  with  the  Securities  and  Exchange  Commission  to
register the Shares in  conjunction  with the  registration  statement  that the
Company  intends  to file to  register  shares of Common  Stock  held by certain
outstanding security holders. The Company will use its best efforts to cause the
Registration Statement including the Shares to become effective.

            (b) All fees,  disbursements  and  out-of-pocket  expenses and costs
incurred by the Company in  connection  with the  preparation  and filing of the
Registration  Statement  under this Section 4 and in complying  with  applicable
securities and blue sky laws (including, without limitation, all attorneys' fees
of the  Company)  shall be borne by the  Company.  All fees,  disbursements  and
out-of-pocket  expenses and costs incurred by the Subscribers in connection with
the filing of the Registration Statement shall be borne by the Subscribers.

            (c) The Company  shall not be required by this  Section 4 to include
the Shares in any Registration Statement which is to be filed if, in the opinion
of counsel for the Company,  the proposed offering or other transfer as to which
such  registration  is  requested  is exempt from  applicable  federal and state
securities  laws and would result in all  purchasers  or  transferees  obtaining
securities which are not "restricted securities," as defined in Rule 144.

         5.  Termination   Date.  This  offering  will  terminate  on  Thursday,
September 5, 2002 (the "Termination Date").

         6. Rejection of Agreement.  In the event that the Company  rejects this
Subscription  Agreement for any reason whatsoever or for no reason,  the Company
shall,  promptly after such  rejection,  notify the Subscriber of such rejection
and return the aggregate  Purchase Price to the Subscriber.  If the Company does
not accept Subscriber's  subscription in the manner provided in Section 3 hereof
prior to the Termination Date, the Company shall be deemed to have rejected this
Subscription  Agreement.  Upon  rejection of this  Subscription  Agreement,  the
Company  and  the  Subscriber  shall  have no  further  obligations  under  this
Subscription  Agreement,  except that the Company  shall have the  obligation to
return the aggregate Purchase Price to the Subscriber.

         7. Closing; Closing Date; Initial Closing; Subsequent Closing

            (a) The initial closing of the sale and purchase of the Shares under
this Subscription Agreement (the "Closing") shall be held at the offices of Hale
and Dorr LLP  located  at 650  College  Road East,  Princeton,  New Jersey on or
before August 30, 2002 (the "Closing  Date"),  and will occur at the decision of
the Company's  directors,  assuming that the  Subscription  Requirement has been
attained.

            (b) After the Closing Date, the Company may accept subscriptions and
hold  additional  closings  ("Subsequent  Closings")  at any  time  prior to the
Termination Date.



                                       2
<PAGE>

            (c) At the Closing or any Subsequent  Closing,  each Purchaser shall
have  delivered  to the  Company,  by wire  transfer,  payment of the  aggregate
Purchase  Price of the Shares for which it  subscribed,  unless  other  means of
payment have been agreed upon by the Company and the  Subscriber  which payment,
subject to the terms and conditions hereof, shall be delivered to the Company at
the Closing against delivery of the Shares.  Subject to the terms and conditions
hereof, the Company will deliver to each Subscriber a Certificate, registered in
the name of the Subscriber,  representing the Shares purchased by the Subscriber
from the Company  against  delivery  to the Company of payment of the  aggregate
Purchase Price.  Wire transfer  instructions for the Company are attached hereto
as Exhibit B.

         8.  Representations  and Warranties of the Company.  The Company hereby
represents and warrants to each Subscriber as of the date hereof as follows, and
all such  representations  and  warranties  shall be true and  correct as of the
Closing Date as if then made and shall survive the Closing:

            (a)  Immediately  prior  to  the  issuance  of  any  of  the  Shares
hereunder,  the  authorized  number of shares of  capital  stock of the  Company
consists of  50,000,000  shares of Common  Stock and  5,000,000  shares of blank
check preferred stock, par value $0.0001 per share (the "Preferred  Stock"),  of
which  2,017,200 have been  designated as Series A $1.50  Convertible  Preferred
Stock of the Company. As of the date hereof, ____________ shares of Common Stock
are  issued  and  outstanding,  warrants  to  purchase  2,002,750  shares of the
Company's Common Stock are issued and outstanding and 2,002,750 shares of Series
A $1.50 Convertible Preferred Stock are issued and outstanding.  The Company has
committed to grant up to 169,531 options to certain automobile  dealerships.  In
addition,  ________ shares underlying  options have been granted pursuant to the
Company's 2002 Stock Incentive  Plan, 2002 California  Stock Incentive Plan, and
the option plan of the Company's wholly-owned  subsidiary which was assumed upon
acquisition of such subsidiary.

            (b) All of the issued and outstanding shares of the Company's Common
Stock  have  been  duly  authorized,  validly  issued  and are  fully  paid  and
non-assessable. Other than as set forth above, there are no outstanding options,
warrants, calls, commitments, agreements, conversion or other.

            (c)  The  Shares,   when  issued  pursuant  to  the  terms  of  this
Subscription  Agreement,  will be duly and validly authorized and issued,  fully
paid and non-assessable.

            (d) The Company has made all  required  filings  with the Shares and
Exchange Commission (the "SEC").

            (e) The execution,  delivery and  consummation of this  Subscription
Agreement and the  transactions  contemplated  hereby will not (a) conflict with
any provisions of the Articles of Incorporation or By-laws of the Company or (b)
result in any  violation  of or  default  or loss of a  benefit,  or permit  the
acceleration of any obligation,  under, in each case, upon the giving of notice,
the passage of time, or both,  any mortgage,  indenture,  lease,  agreement,  or
other instrument,  permit,  franchise,  license,  judgment,  order, decree, law,
ordinance,  rule  or  regulation  applicable  to  the  Company  or  any  of  its
properties,  except with  respect to clause (b), if such  violation,  default or
loss would not have a material  adverse  effect on the  business,  operations or
financial condition of the Company.



                                       3
<PAGE>

         9.  Representations  and Warranties of the  Subscriber.  The Subscriber
hereby represents, warrants and agrees as follows:

            (a) If a natural person,  the Subscriber is 21 years of age or over.
If a corporation, limited liability company, partnership, trust or other entity,
the  Subscriber  is   authorized,   empowered  and  qualified  to  execute  this
Subscription  Agreement  and to make an  investment  in the  Company  as  herein
contemplated.  The Subscriber  represents to the Company that this  Subscription
Agreement has been duly and validly  executed and  delivered by the  Subscriber,
and  upon  acceptance  by  the  Company,  will  constitute  valid,  binding  and
enforceable obligations of the Subscriber in accordance with the terms therein.

            (b) The  Subscriber is either (i) an  "accredited  investor" as that
term is defined in Rule 501(a) of Regulation D promulgated  under the Securities
Act of 1933,  as amended (the  "Securities  Act"),  or (ii) a non-United  States
resident.  If the  Subscriber is not a United States  resident,  the  Subscriber
represents  and warrants that the  Subscriber  has not subscribed for the Shares
for the  account of any person who is a United  States  resident.  The  attached
Investor  Qualification  Statement  that the Subscriber has completed and all of
the statements,  answers and information  thereon are true and correct as of the
date  hereof and will be true and  correct as of the date of the closing of this
subscription.

            (c) All  information  which the  Subscriber  has  provided  (or will
provide) concerning itself and its financial  position,  is correct and complete
as of the  Closing  Date (or will be correct  and  complete  as of the date when
provided) and, if there should be any material change in such information  prior
to having made its investment in the Company,  it will immediately  provide such
information to the Company.

            (d)  The  Subscriber  has  received  and  carefully   reviewed  this
Subscription  Agreement and any other materials  relating to the Company that it
has  requested,  and the  Subscriber  has  relied  on  nothing  other  than this
Subscription Agreement in deciding whether to make an investment in the Company.
In addition, the Subscriber  acknowledges that the Subscriber has been given the
opportunity to (i) ask questions and receive satisfactory answers concerning the
terms and conditions of the offering and (ii) obtain  additional  information in
order to evaluate  the merits and risks of an  investment  in the Company and to
verify the accuracy of the information contained in this Subscription Agreement.

            (e) The  Subscriber  understands  that  the  Shares  subscribed  for
hereunder  have  not been  registered  under  the  Securities  Act or any  state
securities  laws,  and are being  offered and sold in reliance  upon Federal and
state  exemptions  for  transactions  not  involving  any public  offering.  The
Subscriber  recognizes  that reliance upon such exemptions is based in part upon
the   representations  of  the  Subscriber   contained  herein.  The  Subscriber
represents  and  warrants  that the Shares will be  acquired  by the  Subscriber
solely for the account of the Subscriber,  for investment  purposes only and not
with a view to the distribution  thereof. The Subscriber represents and warrants
that the  Subscriber  (i) is a  sophisticated  investor with such  knowledge and
experience  in business and financial  matters as will enable the  Subscriber to
evaluate the


                                       4
<PAGE>

merits and risks of investment in the Company, (ii) is able to bear the economic
risk and lack of liquidity of an  investment in the Company and (iii) is able to
bear the risk of loss of its entire investment in the Company.

            (f)  The  Subscriber  understands  that  the  Company  will  not  be
registered as an investment company under the Investment Company Act of 1940, as
amended (the "Investment Company Act").

            (g) The Subscriber  recognizes that (i) an investment in the Company
involves  certain  risks,  (ii) the Shares  have not been  registered  under the
Securities  Act or any  state  securities  laws,  and  (iii) as a result  of the
foregoing,  the  marketability  of the  Shares  will be  severely  limited.  The
Subscriber  agrees that it will not transfer,  sell or otherwise  dispose of the
Shares  in any  manner  that  will  violate,  the  Securities  Act or any  state
securities  laws or subject  the  Company  to  regulation  under the  Investment
Company Act, the rules and regulations of the Securities and Exchange Commission
or the laws and  regulations of the States of Nevada,  New Jersey,  or any other
state or municipality having jurisdiction thereof.

            (h) Further  Representations by Foreign Investors. If the Subscriber
is not a United States Person,  the  Subscriber  hereby  represents  that it has
satisfied  itself as to the full  observance of the laws of its  jurisdiction in
connection  with any  invitation  to subscribe for the Shares or any use of this
Agreement,  including (i) the legal requirements within its jurisdiction for the
purchase of Shares,  (ii) any foreign exchange  restrictions  applicable to such
purchase, (iii) any governmental or other consents that may need to be obtained,
and (iv) the income tax and other tax consequences, if any, that may be relevant
to the  purchase,  holding,  redemption,  sale or transfer  of the  Shares.  The
Subscriber's  subscription and payment for, and his or her continued  beneficial
ownership of the Shares,  will not violate any  applicable  securities  or other
laws of the Subscriber's jurisdiction.

            (i) The  Subscriber  is aware  that:  (i) the  Company has a limited
financial and operating history,  (ii) the officers of the Company (which may be
stockholders  or affiliates  thereof) may receive  substantial  compensation  in
connection  with the  management of the Company as approved from time to time by
the  Compensation  Committee  of the  Company's  Board  of  Directors,  (iii) no
federal,  state,  local or foreign agency has passed upon the Shares or made any
finding  or  determination  as to the  fairness  of this  investment,  (iv)  the
Subscriber is not entitled to cancel,  terminate or revoke this  subscription or
any  of  the  powers  conferred  herein,  and  (v)  returns  set  forth  in  any
supplemental materials provided to the Subscriber are not necessarily comparable
to the returns, if any, which may be achieved on operations of the Company.

            (j) The execution and delivery of this Subscription  Agreement,  the
consummation of the transactions  contemplated  hereby by the Subscriber and the
performance  of the  Subscriber's  obligations  hereunder and under the will not
conflict with, or result in any violation of or default under,  any provision of
any governing instrument applicable to the Subscriber, or any agreement or other
instrument to which the  Subscriber is a party or by which the Subscriber or any
of its  properties  are bound,  or any  foreign or domestic  permit,  franchise,
judgment,  decree,  statute,  rule or regulation applicable to the Subscriber or
the Subscriber's business or properties.



                                       5
<PAGE>

            (k) The  Subscriber  is not subject to the  attribution  rules under
Section 3(c)(1) of the Investment Company Act in a way that would result in more
than one person being deemed the beneficial owner of the Subscriber's Shares.

            (l) If the Subscriber is a partnership,  a limited liability company
treated as a  partnership  for  federal  income tax  purposes,  a grantor  trust
(within the meaning of  ss.ss.671-679  of the Internal  Revenue Code of 1986, as
amended (the  "Code")) or an S  corporation  (with the meaning of Code  ss.1361)
(each a "flow-through  entity"),  the Subscriber  represents and warrants either
that:

               (i) no person  will own,  directly or  indirectly  through one or
more flow-through entities, an interest in the Subscriber where more than 70% of
the value of the person's  interest in the  Subscriber  is  attributable  to the
Subscriber's investment in the Company; or

               (ii) if one or more  persons  will own,  directly  or  indirectly
through one or more flow-through  entities,  an interest in the Subscriber where
more  than 70% of the  value  of the  person's  interest  in the  Subscriber  is
attributable  to  the  Subscriber's  investment  in  the  Company,  neither  the
Subscriber  nor any such  person  has or had any intent or purpose to cause such
person or persons to invest in the Company  indirectly through the Subscriber in
order to enable the Company to qualify  for the  100-partner  safe harbor  under
Treasury Regulation ss.1.7704-1(h).

            (m) The  Subscriber  represents and warrants that (i) no part of the
aggregate   Purchase  Price  used  by  the  Subscriber  to  acquire  the  Shares
constitutes  assets of any "employee benefit plan" within the meaning of Section
3(3)  of the  Employee  Retirement  Income  Security  Act of  1974,  as  amended
("ERISA"),  or other "benefit plan  investor" (as defined in U.S.  Department of
Labor  Reg.  ss.2510.3-101  et seq.,  as  amended)  or assets  allocated  to any
insurance company separate account or general account in which any such employee
benefit plan or benefit plan investor (or related trust) has any interest.

            (n) The Company has retained  Hale and Dorr LLP in  connection  with
the  offering  of the Shares of the  Company and expects to retain Hale and Dorr
LLP as legal  counsel in  connection  with the  management  and operation of the
Company,  including making, holding and disposing of investments.  Hale and Dorr
LLP is not representing and will not represent the Subscriber in connection with
the offering of the Shares, the management and operation of the Company,  or any
dispute which may arise between any  stockholder  on one hand and the Company on
the other hand (the "Company Legal Matters").  The Subscriber will, if it wishes
counsel on a Company  Legal  Matter,  retain its own  independent  counsel.  The
Subscriber agrees Hale and Dorr LLP may represent the Company in connection with
any and all Company Legal Matters (including any dispute between the Company and
the Subscriber or any other stockholder of the Company).

            (o) The Company may accept in its sole discretion all or any portion
of the amount set forth on the signature page hereto.  Acceptance  will be given
to the Subscriber  either by delivery of this  Subscription  Agreement signed by
the Company or by notice of such execution.  If so accepted,  this  Subscription
Agreement (a) will be binding upon the  Subscriber's



                                       6
<PAGE>

heirs,  successors,  legal representatives and assigns, (b) may not be canceled,
terminated  or  revoked  by the  Subscriber  and  (c)  will be  governed  by and
construed in accordance with the laws of the State of New Jersey (without giving
effect to any choice of law or  conflict of law rules or  provisions  that would
cause the  application of the laws of any  jurisdiction  other than the State of
New Jersey).

            (p)  The   Subscriber   agrees  not  to   transfer  or  assign  this
Subscription Agreement, or any interest herein.

            (q) Time shall be of the essence in this Subscription Agreement. The
Subscriber  agrees that this  Subscription  Agreement  and any  agreement of the
Subscriber made hereunder are irrevocable,  and that this Subscription Agreement
shall survive the death or disability of the Subscriber.

         10.  Placement  Agent.  The Company may use the services of a placement
agent, broker, dealer or such other agent (the "Agent") to assist the Company in
offering and selling the Shares hereunder.  The Agent may be paid commissions or
other  fees in cash or in equity in the form of shares of  capital  stock of the
Company  and/or  Securities  convertible  into  shares of  capital  stock of the
Company, and may be reimbursed for reasonable out-of-pocket expenses incurred in
connection  herewith.  Such  fees  and/or  share  amounts  shall be  payable  as
determined by the Company's Board of Directors in its discretion.

         11.  Payment  of Costs.  The  Company  shall  pay,  whether  or not the
transactions  contemplated hereby are consummated or this Subscription Agreement
is prevented from becoming  effective or is  terminated,  all costs and expenses
incident  to  the  performance  of  its  obligations   under  this  Subscription
Agreement,  including all expenses  incident to the authorization of the Shares,
any  original  issue  taxes in  connection  therewith,  if any,  incident to the
initial  sale of the  Shares,  and the  fees and  expenses  of the  counsel  and
accountants of the Company.

         12.  Reliance.  The  Subscriber  acknowledges  that the Company and its
agents are relying on the truth and  accuracy of the  foregoing  representations
and warranties in the offering of the Shares for sale to the Subscriber  without
having   first   registered   the  Shares   under  the   Securities   Act.   All
representations,  warranties,  and  covenants  contained  in  this  Subscription
Agreement  shall survive the acceptance of this  Subscription  Agreement and the
sale of Shares.  Notwithstanding  the  foregoing,  however,  no  representation,
warranty,  acknowledgment,  or agreement made herein by the Subscriber  shall in
any manner be deemed to  constitute  a waiver of any rights  granted to it under
Federal or state securities laws.

         13. Consent to Use of  Information.  The Subscriber  hereby consents to
the  utilization by the Company,  as necessary in connection  with dealings with
any governmental and regulatory authorities,  of any information supplied to the
Company by the Subscriber or by its representatives in connection with the offer
and  sale  of the  Shares  and  agrees  to  supply  any  additional  information
reasonably requested by any such authority.

         14. Restrictions on Transfer of the Shares.



                                       7
<PAGE>

            (a) Opinion of Counsel.  The Subscriber  acknowledges that there are
restrictions  on the  transferability  of the  Shares.  Since the Shares are not
registered  under the Securities Act or applicable  state  securities  laws, the
Subscriber  acknowledges  and agrees  that it shall have no right at any time to
sell, assign,  pledge,  transfer, or otherwise dispose of or encumber the Shares
(except by will or by the laws of descent and distribution), unless, the Company
shall  first have been  provided  with an opinion of counsel  acceptable  to the
Company that such sale is exempt from such registration under the Securities Act
and any  applicable  state  securities  laws or until the Shares are  registered
pursuant to Section 4.

            (b)  Restrictive  Legends.  The  Subscriber  acknowledges  that  the
Certificates  initially will bear  restrictive  legends,  which may refer to the
restrictions on transfer contained in this Section 14. Once the Shares have been
registered under the Securities Act, the original  Certificates will be replaced
with unlegended Certificates at the option of the Subscriber.

         15. Notice to Subscriber.  Correspondence and notices to the Subscriber
should  be  sent to the  address  listed  below  in the  signature  page of this
Subscription  Agreement  until  such time as the  Subscriber  shall  notify  the
Company,  in writing,  of a different address to which such  correspondence  and
notices are to be sent.

         16. Miscellaneous.

            (a) The Subscriber  agrees that this  Subscription  Agreement is not
transferable or assignable.

            (b) The Subscriber agrees that, except as expressly permitted by any
applicable  state law, the Subscriber  may not cancel,  terminate or revoke this
Subscription  Agreement or any agreement of the  Subscriber  made  hereunder and
this  Subscription  Agreement shall survive the death or legal disability of the
Subscriber  and  shall  be  binding  upon  the  Subscriber's  heirs,  executors,
administrators, successors and assigns.

            (c) This  Subscription  Agreement  constitutes the entire  agreement
among the parties  hereto with respect to the subject  matter  hereof and may be
amended only by a writing executed by both parties.

            (d) Headings are for convenience  only and are not deemed to be part
of this Subscription Agreement.

            (e)  This  Subscription   Agreement  may  be  executed  in  multiple
counterparts,  each of  which  shall  be  deemed  an  original  but all of which
together shall constitute one and the same  instrument.  In making proof of this
Subscription Agreement, it shall not be necessary to produce or account for more
than one such  counterpart.  This  Subscription  Agreement  and the  rights  and
obligations of the parties  hereunder shall be enforced,  governed and construed
in all respects in accordance with the internal substantive laws of the State of
New Jersey  (without  reference to principles of conflicts or choice of law that
would cause the application of the internal laws of any other jurisdiction). The
Subscriber (i) submits to the jurisdiction of any state or federal court sitting
in the  State of New  Jersey  in any  action  or  proceeding  arising  out of or
relating to this Subscription Agreement,  (ii) agrees that all claims in respect
of such  action or  proceeding  may be heard and  determined  in any such court,
(iii) waives any claim of


                                       8
<PAGE>

inconvenient  forum or other  challenge to venue in such court,  and (iv) agrees
not to bring  any  action  or  proceeding  arising  out of or  relating  to this
Subscription  Agreement in any other court.  Each party agrees to accept service
of any summons,  complaint or other initial pleading made in the manner provided
for the giving of notices in Section 15,  provided  that nothing in this Section
17(e) shall  affect the right of any party to serve such  summons,  complaint or
other initial pleading in any other manner permitted by law.

            (f) WITH RESPECT TO ANY DISPUTE  ARISING UNDER OR IN CONNECTION WITH
THIS AGREEMENT,  EACH PARTY HEREBY  IRREVOCABLY WAIVES ALL RIGHTS IT MAY HAVE TO
DEMAND A JURY TRIAL.  THIS WAIVER IS KNOWINGLY,  INTENTIONALLY,  AND VOLUNTARILY
MADE BY EACH PARTY  HERETO AND EACH  PARTY  ACKNOWLEDGES  THAT NONE OF THE OTHER
PARTIES  NOR ANY  PERSON  ACTING ON BEHALF  OF THE  OTHER  PARTIES  HAS MADE ANY
REPRESENTATION  OF FACT TO INDUCE  THIS WAIVER OF TRIAL BY JURY OR IN ANY WAY TO
MODIFY OR NULLIFY ITS EFFECT.  EACH PARTY FURTHER  ACKNOWLEDGES THAT IT HAS BEEN
REPRESENTED OR HAS HAD THE  OPPORTUNITY TO BE REPRESENTED IN THE SIGNING OF THIS
AGREEMENT  AND IN THE  MAKING  OF THIS  WAIVER  BY  INDEPENDENT  LEGAL  COUNSEL,
SELECTED OF ITS OWN FREE WILL,  AND THAT IT HAS HAD THE  OPPORTUNITY  TO DISCUSS
THIS WAVIER WITH COUNSEL.  EACH PARTY FURTHER  ACKNOWLEDGES THAT IT HAS READ AND
UNDERSTOOD THE MEANING AND RAMIFICATIONS OF THIS WAIVER PROVISION.

            (g) The parties to this  Agreement  agree to waive any right to seek
punitive damages.

            (h) The Subscriber agrees to provide such information and to execute
and deliver such documents as reasonably may be necessary to comply with any and
all laws and  ordinances  to which the Company is subject and in order to verify
any of the information  provided by or representations or warranties made by the
Subscriber to the Company.

            (i) The  Subscriber  acknowledges  that if it is a  resident  of any
state whose "blue sky laws" or other local securities laws require a restriction
on transferability of Shares, it will comply with such restriction requirements.



                            [SIGNATURE PAGE FOLLOWS]




                                       9
<PAGE>




            IN WITNESS WHEREOF,  the undersigned has executed this  Subscription
Agreement as of this ____ day of __________, 2002.



                                                  Number of Shares
                                                  To Be Purchased   ________
--------------------------------------------
Signature of the Subscriber


--------------------------------------------
Name (Typed or Printed)

                                                  Purchase Price       $  1.50

--------------------------------------------
Social Security or Tax Identification             Aggregate Purchase
Number                                            Price                $ _______

Mailing Address and Phone Number of Subscriber:


--------------------------------------------


--------------------------------------------


--------------------------------------------


Accepted and agreed to on this ____ day of __________, 2002:

STRONGHOLD TECHNOLOGIES, INC.                     Number of Shares
                                                  Accepted          ________


By:
   -----------------------------------------
Name:
Title:                                            Purchase Price      $   1.50

                                                  Aggregate Purchase
                                                  Price               $ _______






                   [SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT]




                                       10
<PAGE>



                                    EXHIBIT A



                                    INVESTOR
                             QUALIFICATION STATEMENT






                                       11
<PAGE>






                                                        ------------------------
                                                           Name of Subscriber

                                    INVESTOR
                           QUALIFICATION STATEMENT/1/

PART I.  Regulation D Matters.


         (a) If the Subscriber is a natural person (i.e., an individual), please
indicate with an "X" the manner in which such person qualifies as an "accredited
investor" pursuant to Regulation D promulgated under the Securities Act of 1933,
as amended (the "Act"):

______      (1)         a natural person whose individual net worth/2/(or  joint
                        net worth with such person's spouse) exceeds $1,000,000;
                        or

______      (2)         a natural  person  who had an  individual  income/3/  in
                        excess of $200,000 in each of the two most recent  years
                        and who reasonably  expects to have an individual income
                        in excess of  $200,000  in the  current  year or who had
                        joint income/4/ in excess of $300,000 in each of the two
                        most  recent  years and who  reasonably  expects to have
                        joint income in excess of $300,000 in the current  year;
                        or

--------

/1/ For purposes hereof,  the "Company" means Stronghold  Technologies,  Inc., a
Nevada corporation.

/2/ For  purposes of this item,  "net worth" means the excess of total assets at
fair market value, including home and personal property, over total liabilities,
including mortgage debt.

/3/ For purposes of this item,  "individual  income" means adjusted gross income
as reported for Federal income tax purposes,  less any income  attributable to a
spouse or to property owned by a spouse, increased by the following amounts (but
not including  any amounts  attributable  to a spouse or to property  owned by a
spouse):  (i) the amount of any interest  income  received  which is  tax-exempt
under Section 103 of the Internal  Revenue Code of 1986 (the  "Code"),  (ii) the
amount of losses  claimed  as a limited  partner  in a limited  partnership  (as
reported on Schedule E of Form 1040),  (iii) any deduction claimed for depletion
under Section 611 et seq. of the Code,  and (iv) any amount by which income from
long-term  capital  gains has been reduced in arriving at adjusted  gross income
pursuant to the  provisions  of Section  1202 of the Code prior to its repeal by
the Tax Reform Act of 1986.

/4/ For purposes of this item,  "joint  income" means  adjusted  gross income as
reported for Federal income tax purposes, including any income attributable to a
spouse or to property  owned by a spouse,  increased  by the  following  amounts
(including  any  amounts  attributable  to a spouse  or to  property  owned by a
spouse):  (i) the amount of any interest  income  received  which is  tax-exempt
under  Section 103 of the Code,  (ii) the amount of losses  claimed as a limited
partner in a limited partnership (as reported on Schedule E of Form 1040), (iii)
any deduction  claimed for depletion  under Section 611 et seq. of the Code, and
(iv) any amount by which income from long-term capital gains has been reduced in
arriving at adjusted gross income  pursuant to the provisions of Section 1202 of
the Code prior to its repeal by the Tax Reform Act of 1986.


                                       12
<PAGE>

______      (3)         a manager  or  executive  officer  of the  issuer of the
                        Shares being offered or sold;


         (b) If the Subscriber is a natural person (i.e., an individual), please
answer questions 1-3 of this subparagraph (b):


            (1)         Occupation of subscriber:

                        -------------------------------------------------

            (2)         Name of employer:

                        -------------------------------------------------

            (3)         Business  address,  if different from mailing address in
                        Subscription Agreement, of subscriber:

                        -------------------------------------------------

                        -------------------------------------------------

                        -------------------------------------------------

         (c) If the  Subscriber is not a natural  person (i.e.,  a  corporation,
partnership,  a  limited  liability  company,  trust  or other  entity),  please
indicate with an "X" the manner in which such entity qualifies as an "accredited
investor" pursuant to Regulation D promulgated under the Act:

______      (1)         a bank as defined in  Section  3(a)(2) of the Act,  or a
                        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;

______      (2)         a broker or dealer registered  pursuant to Section 15 of
                        the Securities Exchange Act of 1934, as amended;

______      (3)         an insurance  company as defined in Section 2(13) of the
                        Act;

______      (4)         an investment  company  registered  under the Investment
                        Company Act of 1940, as amended;

______      (5)         a  business  development  company  as defined in Section
                        2(a)(48)  of the  Investment  Company  Act of  1940,  as
                        amended;

______      (6)         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,  as
                        amended;



                                       13
<PAGE>

______      (7)         a  plan  established  and  maintained  by a  state,  its
                        political subdivisions, or any agency or instrumentality
                        of a  state  or  its  political  subdivisions,  for  the
                        benefit of its employees,  if such plan has total assets
                        in excess of $5,000,000;

______      (8)         an employee  benefit  plan within the meaning of Title I
                        of the Employee  Retirement Income Security Act of 1974,
                        as amended ("ERISA"), if either:

______                  (A)         the  investment  decision  is made by a plan
                                    fiduciary,  as defined  in Section  3(21) of
                                    ERISA,  which is either a bank,  savings and
                                    loan   association,   insurance  company  or
                                    registered investment adviser.

______                  (B)         the  employee  benefit plan has total assets
                                    in excess of $5,000,000, or

______                  (C)         such a plan  is a  self-directed  plan  with
                                    investment  decisions made solely by persons
                                    that are "accredited investors;"

______      (9)         a private  business  development  company  as defined in
                        Section  202(a)(22)  of the  Investment  Advisers Act of
                        1940, as amended;

______      (10)        one of the following  entities  which was not formed for
                        the  specific  purpose  of making an  investment  in the
                        Company  and  which  has  total   assets  in  excess  of
                        $5,000,000:

                        (A)         an   organization   described   in   Section
                                    501(c)(3)  of the  Internal  Revenue Code of
                                    1986, as amended;

                        (B)         a corporation,  limited liability company or
                                    partnership; or

                        (C)         a Massachusetts or similar business trust;

______      (11)        a trust, with total assets in excess of $5,000,000,  not
                        formed for the specific purpose of acquiring the Shares,
                        whose  purchase  of the Shares  offered is directed by a
                        sophisticated  person as described in Rule 506(b)(2)(ii)
                        of Regulation D; or

______      (12)        an  entity  in  which  all  of  the  equity  owners  are
                        "accredited investors."

         (d) If the  Subscriber is not a natural  person (i.e.,  a  corporation,
partnership,  limited  liability  company,  trust or other entity),  please mark
either (1) or (2) of this subparagraph (d) with an "X":

______      (1)         the Subscriber was not organized or reorganized  for the
                        purpose of acquiring Shares; or



                                       14
<PAGE>

______      (2)         if the Subscriber  was organized or reorganized  for the
                        purpose of acquiring Shares, the number of stockholders,
                        partners,  members or other owners,  direct or indirect,
                        of  the   subscriber   is   ___________   and  all  such
                        stockholders,    partners   or   other   investors   are
                        "accredited   investors."/5/   If   one   of   Newcorp's
                        shareholders   is  an  entity  which  was  organized  or
                        reorganized for the purpose of investing in Newcorp, the
                        rule set forth  above  would be applied  again  until an
                        individual  or an  entity  which  was not so  formed  is
                        reached.

         (e)  If  the  subscriber  is an  accredited  investor  for  the  reason
described in (c)(8)(C) above, a separate Investor  Qualification  Statement must
be submitted for each person making investment decisions for the Subscriber.

            If the subscriber is an accredited investor for the reason described
in (c)(12) above, a separate Investor Qualification  Statement must be submitted
for each stockholder, partner, member or other owner of the Subscriber.

            If the subscriber is described in (d)(2) above, a separate  Investor
Qualification   Statement   must  be  submitted  for  each  direct  or  indirect
stockholder, partner, member or other owner of the Subscriber.


-------------------
/5/ For this  calculation,  if an entity was  organized or  reorganized  for the
purpose of investing in the Subscriber,  each of such entity's investors must be
treated as an indirect investor in the Subscriber.

In  addition,   if  one  of  the  entity's  investors  is  another  entity  (the
"Higher-Tier  Entity")  which was  organized or  reorganized  for the purpose of
participating  in the  Company  investment,  each  of the  Higher-Tier  Entity's
investors  must be treated as an indirect  investor in the  Subscriber and hence
included in the blank above. This rule must be applied again until an individual
or entity which was not so formed is reached.

For example, assume that (a) the Subscriber is a partnership which was organized
or reorganized for the purpose of investing in the Company,  (b) the undersigned
partnership has three partners, one of whom is a long-standing corporation,  one
of whom is an individual,  and one of whom is a corporation  ("Newcorp")  formed
for the purpose of investing in the undersigned partnership, and (c) Newcorp has
three stockholders.  In this case the answer called for in (d)(2) above would be
5.




                                       15
<PAGE>




Part II.  Investment Company Act Matters.
          ------------------------------

         (a)      The Subscriber is not

                  (i)     an  investment  company  registered  or required to be
                          registered  under the Investment  Company Act of 1940,
                          as amended (the "Investment Company Act"); or

                  (ii)    a business  development company, as defined in Section
                          2(a)(48) of the Investment Company Act.

                                              True            _______  False

         (b) The  Subscriber  would be defined as an  investment  company  under
Section 3(a) of the Investment  Company Act, but for the exception provided from
that definition by Section 3(c)(1) or Section 3(c)(7) of the Investment  Company
Act.

                                              True            _______  False

         (c) If the answer to (b) above is true, the Subscriber's  commitment to
the  Company  is both (i) less  than  forty  percent  (40%) of the  Subscriber's
committed  capital  and (ii)  less  than  ten  percent  (10%)  of the  Company's
committed capital committed by all of its stockholders.

                                              True            _______  False

            If the  answer  to (c) above is false,  the  number of  shareholders
(other than holders of short-term paper),  direct or indirect, of the Subscriber
is _____________.

            If at any time during the term of the Company any  statement  in (c)
above shall no longer be true, the Subscriber shall promptly notify the Company.

         (d) The  Subscriber was not organized or  reorganized  (as  interpreted
under the Investment Company Act) for the purpose of acquiring the Shares.

                                              True            _______  False



Part III.  Miscellaneous Matters.

         No part of the  aggregate  Purchase  Price  used by the  Subscriber  to
acquire the Shares  constitutes assets of any "employee benefit plan" within the
meaning of Section 3(3) of the Employee  Retirement Income Security Act of 1974,
as amended,  or other "benefit plan investor" (as defined in U.S.  Department of
Labor  Reg.  ss.2510.3-101  et seq,  as  amended)  or  assets  allocated  to any
insurance company separate account or general account in which any such employee
benefit plan or benefit plan investor (or related trust) has any interest.

                                              True            _______  False



                                       16
<PAGE>

         The Subscriber  hereby represents and warrants that all of the answers,
statements  and  information  set forth in Parts I, II and III of this  Investor
Qualification Statement are true and correct on the date hereof and will be true
and correct as of the date;  if any,  the  Subscription  Agreement to which this
Investor  Qualification  Statement is attached is accepted by the  Company.  The
Subscriber hereby agrees to provide such additional  information as requested by
the Company.



                            [SIGNATURE PAGE FOLLOWS]




                                       17
<PAGE>




            IN WITNESS  WHEREOF,  the  undersigned  has executed  this  Investor
Qualification Statement as of this ___ day of _________, 2002.



                                                 -------------------------------
                                                 Signature of the Subscriber


                                                 -------------------------------
                                                 Name (Typed or Printed)












              [SIGNATURE PAGE TO INVESTOR QUALIFICATION STATEMENT]




                                       18
<PAGE>




                                    EXHIBIT B

                       Company Wire Transfer Instructions










                                       19

<PAGE>