[PG NUMBER]



                             SUBSCRIPTION AGREEMENT

Dear Subscriber:

         You  (the  "Subscriber")  hereby  agree  to  purchase,  and  Commercial
Concepts, Inc., a Utah corporation (the "Company") hereby agrees to issue and to
sell to the  Subscriber,  6%  Convertible  Notes (the  "Notes")  convertible  in
accordance  with the terms thereof into shares of the Company's  $.001 par value
common stock (the "Company Shares") for the aggregate consideration as set forth
on the signature page hereof ["Purchase Price"]. The form of Convertible Note is
annexed  hereto as Exhibit A. (The  Company  Shares are  sometimes  referred  to
herein as the  "Shares"  or "Common  Stock").  (The Notes,  the Company  Shares,
Common  Stock  Purchase  Warrants   ("Warrants")   issuable  to  the  recipients
identified on Schedule B hereto,  the Common Stock issuable upon exercise of the
Warrants, and the Second Payment Securities (as herein defined) are collectively
referred to herein as, the  "Securities").  Upon acceptance of this Agreement by
the  Subscriber,  the Company shall issue and deliver to the Subscriber the Note
against payment, by federal funds (U.S.) wire transfer of the Purchase Price.

                  The  following  terms  and  conditions  shall  apply  to  this
subscription.

                  1. Subscriber's Representations and Warranties. The Subscriber
hereby represents and warrants to and agrees with the Company that:

                           (a)  Information on Company.  The Subscriber has been
furnished with the Company's Form 10-KSB for the year ended February 29, 2000 as
filed with the Securities and Exchange  Commission (the  "Commission")  together
with  all  subsequently  filed  forms  10-Q  (hereinafter  referred  to  as  the
"Reports"). In addition, the Subscriber has received from the Company such other
information concerning its operations,  financial condition and other matters as
the Subscriber has  requested,  and considered all factors the Subscriber  deems
material in deciding on the  advisability  of investing in the Securities  (such
information in writing is collectively, the "Other Written Information").

                           (b)  Information on Subscriber.  The Subscriber is an
"accredited  investor",  as such term is defined in Regulation D promulgated  by
the Commission under the Securities Act of 1933, as amended (the "1933 Act"), is
experienced  in  investments  and business  matters,  has made  investments of a
speculative nature and has purchased securities of United States  publicly-owned
companies in private placements in the past and, with its  representatives,  has
such knowledge and experience in financial, tax and other business matters as to
enable the Subscriber to utilize the  information  made available by the Company
to evaluate the merits and risks of and to make an informed  investment decision
with  respect  to  the  proposed   purchase,   which  represents  a  speculative
investment.  The Subscriber has the authority and is duly and legally  qualified
to purchase and own the  Securities.  The Subscriber is able to bear the risk of
such investment for an indefinite  period and to afford a complete loss thereof.
The Subscriber has been given access to all  information  about the Company that
it has requested and has been given the opportunity to ask such questions of the
Company's management as it has deemed appropriate to assist it in its investment
decision.

                           (c)  Purchase  of  Note.  On the  Closing  Date,  the
Subscriber will purchase the Note for its own account and not with a view to any
distribution thereof.

                           (d) Compliance  with  Securities  Act. The Subscriber
understands and agrees that the Securities  have not been  registered  under the
1933 Act by reason of their  issuance  in a  transaction  that does not  require
registration  under the 1933 Act, and that such Securities must be held unless a
subsequent  disposition is registered  under the 1933 Act or is exempt from such
registration.

<PAGE>

                           (e) Company Shares Legend.  The Company  Shares,  and
the shares of Common Stock  issuable  upon the exercise of the  Warrants,  shall
bear the following legend:

         "THE SHARES  REPRESENTED  BY THIS  CERTIFICATE  HAVE NOT BEEN
         REGISTERED  UNDER THE  SECURITIES  ACT OF 1933,  AS  AMENDED.
         THESE  SHARES MAY NOT BE SOLD,  OFFERED FOR SALE,  PLEDGED OR
         HYPOTHECATED  IN THE  ABSENCE  OF AN  EFFECTIVE  REGISTRATION
         STATEMENT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO
         COMMERCIAL  CONCEPTS,  INC.  THAT  SUCH  REGISTRATION  IS NOT
         REQUIRED."

                           (f) Warrants Legend. The Warrants shall bear the
following legend:

         "THIS WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF
         THIS WARRANT HAVE NOT BEEN  REGISTERED  UNDER THE  SECURITIES
         ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
         THIS WARRANT AND THE COMMON SHARES  ISSUABLE UPON EXERCISE OF
         THIS  WARRANT MAY NOT BE SOLD,  OFFERED FOR SALE,  PLEDGED OR
         HYPOTHECATED  IN THE  ABSENCE  OF AN  EFFECTIVE  REGISTRATION
         STATEMENT  AS TO THIS WARRANT  UNDER SAID ACT AND  APPLICABLE
         STATE  SECURITIES  LAWS OR AN OPINION  OF COUNSEL  REASONABLY
         SATISFACTORY   TO   COMMERCIAL   CONCEPTS,   INC.  THAT  SUCH
         REGISTRATION IS NOT REQUIRED."

                           (g) Note  Legend.  The Note shall bear the  following
legend:

         "THIS NOTE AND THE COMMON SHARES  ISSUABLE UPON CONVERSION OF
         THIS NOTE HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT
         OF 1933, AS AMENDED,  OR APPLICABLE  STATE  SECURITIES  LAWS.
         THIS NOTE AND THE COMMON SHARES  ISSUABLE UPON  CONVERSION OF
         THIS  NOTE MAY NOT BE SOLD,  OFFERED  FOR  SALE,  PLEDGED  OR
         HYPOTHECATED  IN THE  ABSENCE  OF AN  EFFECTIVE  REGISTRATION
         STATEMENT AS TO THIS NOTE UNDER SAID ACT AND APPLICABLE STATE
         SECURITIES   LAWS  OR  AN  OPINION   OF  COUNSEL   REASONABLY
         SATISFACTORY   TO   COMMERCIAL   CONCEPTS,   INC.  THAT  SUCH
         REGISTRATION IS NOT REQUIRED."

                           (h)  Communication  of  Offer.  The offer to sell the
Securities  was  directly  communicated  to the  Subscriber.  At no time was the
Subscriber  presented  with or solicited  by any leaflet,  newspaper or magazine
article,  radio  or  television  advertisement,  or any  other  form of  general
advertising  or solicited or invited to attend a promotional  meeting  otherwise
than in connection and concurrently with such communicated offer.

                           (i)  Correctness of  Representations.  The Subscriber
represents  that  the  foregoing  representations  and  warranties  are true and
correct as of the date hereof and, unless the Subscriber  otherwise notifies the
Company prior to the Closing Date (as  hereinafter  defined),  shall be true and
correct as of the Closing Date.  The foregoing  representations  and  warranties
shall survive the Closing Date.

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<PAGE>

                  2.  Company   Representations  and  Warranties.   The  Company
represents and warrants to and agrees with the Subscriber that:

                           (a) Due  Incorporation.  The  Company and each of its
subsidiaries  is a  corporation  duly  organized,  validly  existing and in good
standing under the laws of the respective  jurisdictions of their  incorporation
and have the requisite  corporate power to own their  properties and to carry on
their business as now being conducted.  The Company and each of its subsidiaries
is  duly  qualified  as a  foreign  corporation  to do  business  and is in good
standing in each  jurisdiction  where the nature of the  business  conducted  or
property  owned by it makes  such  qualification  necessary,  other  than  those
jurisdictions  in which the  failure  to so  qualify  would not have a  material
adverse effect on the business,  operations or prospects or condition (financial
or otherwise) of the Company.

<PAGE>

                           (b)  Outstanding  Stock.  All issued and  outstanding
shares of capital  stock of the  Company and each of its  subsidiaries  has been
duly  authorized and validly issued and are fully paid and  non-assessable.  The
Company  has  received  payment of  $210,500  for  shares of its  common  stock.
Certificates evidencing these shares have not yet been issued.

                           (c)  Authority;  Enforceability.  This  Agreement has
been duly  authorized,  executed and delivered by the Company and is a valid and
binding  agreement   enforceable  in  accordance  with  its  terms,  subject  to
bankruptcy,  insolvency,  fraudulent  transfer,  reorganization,  moratorium and
similar laws of general applicability relating to or affecting creditors' rights
generally  and to  general  principles  of  equity;  and the  Company  has  full
corporate  power and  authority  necessary to enter into this  Agreement  and to
perform its obligations  hereunder and all other agreements  entered into by the
Company relating hereto.

                           (d)  Additional  Issuances.  There are no outstanding
agreements or preemptive or similar rights  affecting the Company's common stock
or equity  and no  outstanding  rights,  warrants  or  options  to  acquire,  or
instruments   convertible   into  or   exchangeable   for,  or   agreements   or
understandings  with  respect  to the sale or  issuance  of any shares of common
stock  or  equity  of  the  Company  or  other  equity  interest  in  any of the
subsidiaries of the Company, except as described in the Reports or Other Written
Information.

                           (e) Consents. No consent, approval,  authorization or
order  of  any  court,   governmental   agency  or  body  or  arbitrator  having
jurisdiction over the Company, or any of its affiliates, the NASD, NASDAQ or the
Company's  Shareholders  is required for  execution of this  Agreement,  and all
other  agreements  entered  into by the  Company  relating  thereto,  including,
without limitation  issuance and sale of the Securities,  and the performance of
the Company's obligations hereunder.

                           (f)  No   Violation   or   Conflict.   Assuming   the
representations  and  warranties  of the  Subscriber in Paragraph 1 are true and
correct and the Subscriber  complies with its obligations  under this Agreement,
neither the  issuance  and sale of the  Securities  nor the  performance  of its
obligations  under this Agreement and all other  agreements  entered into by the
Company relating thereto by the Company will:


<PAGE>

                                    (i)  violate,  conflict  with,  result  in a
breach of, or  constitute a default (or an event which with the giving of notice
or the lapse of time or both would be reasonably likely to constitute a default)
under (A) the articles of  incorporation,  charter or bylaws of the Company,  or
any of its affiliates,  (B) to the Company's  knowledge,  any decree,  judgment,
order, law, treaty, rule, regulation or determination applicable to the Company,
or any  of its  affiliates  of  any  court,  governmental  agency  or  body,  or
arbitrator  having  jurisdiction  over the Company,  or any of its affiliates or
over the properties or assets of the Company, or any of its affiliates,  (C) the
terms of any bond, debenture, note or any other evidence of indebtedness, or

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<PAGE>

any agreement,  stock option or other similar plan, indenture,  lease, mortgage,
deed of trust or other instrument to which the Company, or any of its affiliates
is a party, by which the Company, or any of its affiliates is bound, or to which
any of the properties of the Company,  or any of its  affiliates is subject,  or
(D) the terms of any  "lock-up"  or similar  provision  of any  underwriting  or
similar agreement to which the Company, or any of its affiliates is a party; or

                                    (ii) result in the creation or imposition of
any lien,  charge or encumbrance upon the Securities or any of the assets of the
Company, or any of its affiliates.

                           (g) The Securities. The Securities upon issuance:

                                    (i) are, or will be, free and clear of any
security interests, liens, claims or other encumbrances, subject to restrictions
upon transfer under the 1933 Act and State laws;

                                    (ii) have been, or will be, duly and validly
authorized  and on the date of issuance and on the Closing Date, as  hereinafter
defined, and the date the Note is converted, and the Warrants are exercised, the
Securities will be duly and validly issued, fully paid and nonassessable (and if
registered  pursuant  to the 1933  Act,  and  resold  pursuant  to an  effective
registration statement will be free trading and unrestricted,  provided that the
Subscriber complies with the Prospectus delivery requirements);

                                    (iii)  will not have been  issued or sold in
violation  of any  preemptive  or other  similar  rights of the  holders  of any
securities of the Company;

                                    (iv) will not subject the holders thereof to
personal liability by reason of being such holders; and

                           (h)  Litigation.  There is no pending or, to the best
knowledge  of the current  management  and Board of  Directors  of the  Company,
threatened  action,   suit,   proceeding  or  investigation  before  any  court,
governmental agency or body, or arbitrator having jurisdiction over the Company,
or any of its  affiliates  that would affect the execution by the Company or the
performance  by the Company of its  obligations  under this  Agreement,  and all
other agreements entered into by the Company relating hereto.

                           (i) Reporting Company. The Company is a publicly-held
company  whose  common  stock is  registered  pursuant  to Section  12(g) of the
Securities  Exchange Act of 1934,  as amended (the "1934  Act").  The  Company's
common  stock is  trading  on the  NASD  OTC  Bulletin  Board.  Pursuant  to the
provisions  of the 1934 Act,  the Company has timely filed all reports and other
materials  required to be filed  thereunder  with the  Securities  and  Exchange
Commission during the preceding months.


<PAGE>

                           (j) No  Market  Manipulation.  The  Company  has  not
taken,  and will not take,  directly or indirectly,  any action  designed to, or
that might  reasonably  be  expected  to,  cause or result in  stabilization  or
manipulation  of the price of the common stock of the Company to facilitate  the
sale or resale of the Securities or affect the price at which the Securities may
be issued.  The Company has been  informed  that persons  unknown to it may have
tried to manipulate the market by "spamming"  information about the Company over
the Internet.

                           (k) Information  Concerning Company.  The Reports and
Other  Written  Information  contain all  material  information  relating to the
Company and its operations and financial  condition as of their respective dates
which  information  is required to be disclosed  therein.  Since the date of the
financial  statements  included  in the  Reports,  and except as modified in the
Other  Written  Information,  there has been no material  adverse  change in the
Company's business, financial condition or affairs not disclosed

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<PAGE>

in the Reports.  The Reports and Other  Written  Information  do not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein or necessary to make the statements therein not misleading.

                           (l)  Dilution.  The  number of Shares  issuable  upon
conversion  of the Note may  increase  substantially  in certain  circumstances,
including,  but not necessarily limited to, the circumstance wherein the trading
price  of the  Common  Stock  declines  prior to  conversion  of the  Note.  The
Company's executive officers and directors have studied and fully understand the
nature of the  Securities  being  sold  hereby  and  recognize  that they have a
potential  dilutive effect. The board of directors of the Company has concluded,
in its good faith business judgment, that such issuance is in the best interests
of the Company.  The Company  specifically  acknowledges  that its obligation to
issue the Shares upon  conversion  of the Note and  exercise of the  Warrants is
binding upon the Company and enforceable,  except as otherwise described in this
Subscription Agreement or the Note, regardless of the dilution such issuance may
have on the ownership interests of other shareholders of the Company.

                           (m) Stop  Transfer.  The  Securities  are  restricted
securities as of the date of this Agreement. The Company will not issue any stop
transfer  order or other order  impeding the sale and delivery of the Securities
at such time as the  Securities  are  registered for public sale or an exemption
from registration is available.


<PAGE>

                           (n)  Defaults.  Neither  the  Company  nor any of its
subsidiaries is in violation of its Articles of Incorporation or ByLaws. Neither
the Company nor any of its  subsidiaries is (i) in default under or in violation
of any other material agreement or instrument to which it is a party or by which
it or any of its  properties  are bound or affected,  which default or violation
would have a  material  adverse  effect on the  Company,  (ii) in  default  with
respect to any order of any court, arbitrator or governmental body or subject to
or party to any order of any court or governmental  authority arising out of any
action, suit or proceeding under any statute or other law respecting  antitrust,
monopoly, restraint of trade, unfair competition or similar matters, or (iii) to
its  knowledge  in  violation  of  any  statute,   rule  or  regulation  of  any
governmental  authority which violation would have a material  adverse effect on
the Company.

                           (o) No Integrated Offering.  Neither the Company, nor
any of its  affiliates,  nor any  person  acting  on its or  their  behalf,  has
directly or indirectly made any offers or sales of any security or solicited any
offers to buy any security under  circumstances that would cause the offering of
the Securities  pursuant to this Agreement to be integrated with prior offerings
by the Company for purposes of the 1933 Act which would prevent the Company from
selling the  Securities  under  Section 4(2) of the 1933 Act, or any  applicable
stockholder approval  provisions.  Nor will the Company or any of its affiliates
or  subsidiaries  take any action or steps that would cause the  offering of the
Securities to be integrated with other offerings.

                           (p) No General Solicitation. Neither the Company, nor
any of its affiliates,  nor to its knowledge,  any person acting on its or their
behalf, has engaged in any form of general  solicitation or general  advertising
(within the meaning of Regulation D under the Act) in connection  with the offer
or sale of the Securities.

                           (q) Listing. The Company's common stock is listed
for trading on the NASD OTC Bulletin  Board and satisfies all  requirements  for
the continuation of such listing.  Since the initiation of the Company's current
listing on the NASD OTC Bulletin Board,  the Company has not received any notice
that its common stock will be delisted from the NASD OTC Bulletin  Board or that
the common stock does not meet all  requirements  for the  continuation  of such
listing.

                           (r)  Correctness  of  Representations.   The  Company
represents  that  the  foregoing  representations  and  warranties  are true and
correct as of the date hereof in all material respects, will be true

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<PAGE>

and correct as of the Closing Date, and, unless the Company  otherwise  notifies
the  Subscriber  prior to the  Closing  Date,  shall be true and  correct in all
material  respects as of the Closing  Date.  The foregoing  representations  and
warranties shall survive the Closing Date.

                  3. Regulation D Offering. This Offering is being made pursuant
to the exemption from the registration provisions of the Securities Act of 1933,
as amended,  afforded by Rule 506 of Regulation D promulgated thereunder. On the
Closing Date, the Company will provide an opinion  acceptable to Subscriber from
the Company's  legal counsel  opining on the  availability  of the  Regulation D
exemption as it relates to the offer and issuance of the  Securities.  A form of
the legal opinion is annexed  hereto as Exhibit C. The Company will provide,  at
the Company's expense, such other legal opinions in the future as are reasonably
necessary for the conversion of the Note and exercise of the Warrants.

                  4.  Reissuance of  Securities.  The Company  agrees to reissue
certificates  representing  the  Securities  without  the  legends  set forth in
Sections 1(e) and 1(f) above at such time as (a) the holder thereof is permitted
to dispose of such Securities pursuant to Rule 144(k) under the Act, or (b) upon
resale subject to an effective  registration  statement after the Securities are
registered under the Act. The Company agrees to cooperate with the Subscriber in
connection with all resales  pursuant to Rule 144(d) and Rule 144(k) and provide
legal  opinions  necessary  to allow such  resales  provided the Company and its
counsel receive  reasonably  requested  representations  from the Subscriber and
selling broker, if any.

                  5.  Redemption.  The  Company  may not redeem  the  Securities
without  the  consent  of the  holder  of the  Securities  except  as  otherwise
described herein.

                  6. Fees/Warrants.

                           (a)  The   Company   shall  pay  to  counsel  to  the
Subscriber  its fee of  $25,000  ($5,000  of which has  already  been  paid) for
services   rendered  to  Subscribers  in  reviewing  this  Agreement  and  other
Subscription  Agreements  for aggregate  subscription  amounts of up to $250,000
(the  "Initial  Offering"),  and  an  additional  subscription  amount  of up to
$250,000  (the  "Second  Payment"),  and acting as escrow  agent for the Initial
Offering.  The Company will pay a cash fee in the amount of ten percent (10%) of
the Purchase  Price and Second  Payment Note  Purchase  Price  designated on the
signature page hereto  ("Finder's Fee") and of the actual cash proceeds received
by the  Company  in  connection  with the  exercise  of the  Warrants  issued in
connection with the Initial Offering ("Initial  Warrants") and Warrants issuable
in  connection  with the Second  Payment("Second  Payment  Warrants")  ("Warrant
Exercise  Compensation")  to  the  Finders  identified  on  Schedule  B  hereto.
Collectively,  the Initial  Warrants and Second Payment Warrants are referred to
herein as  Warrants.  The Finder's Fee must be paid each Closing Date and Second
Payment Closing Date. The Warrant Exercise  Compensation must be paid within ten
(10) days of Warrant  exercise to the Finders  identified  on Schedule B hereto.
The Finder's Fee and legal fees will be payable out of funds held  pursuant to a
Funds Escrow  Agreement to be entered  into by the  Company,  Subscriber  and an
Escrow Agent.

                           (b) The  Company  will also issue and  deliver to the
Warrant  Recipients,  Warrants in the amounts designated on Schedule B hereto in
connection with the Initial  Offering and the Second Payment.  A form of Warrant
is annexed hereto as Exhibit D. The per share  "Purchase  Price" of Common Stock
as defined in the Warrant shall be equal to the lesser of (i) the lowest closing
bid price of the Common  Stock as reported by Bloomberg  Financial  for the Pink
Sheets,  the NASD OTC Bulletin Board,  NASDAQ SmallCap  Market,  NASDAQ National
Market,  American  Stock  Exchange,  or New  York  Stock  Exchange  (each of the
foregoing the Principal  Market"),  or such other  principal  market or exchange
where  the  Common  Stock is  listed or  traded  for the ten (10)  trading  days
preceding  but not  including the Closing Date or (ii) the average of the lowest
closing bid prices of the Common Stock as reported by Bloomberg Financial on the
Principal  Market for the three trading days prior to but not including the date
the Warrant is

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<PAGE>

exercised.  The  Warrants  must be  delivered  no later than the Closing Date or
Second  Payment  Closing  Date,  as the case may be.  Failure by the  Company to
timely deliver the Warrant Exercise Compensation or the Warrants shall be deemed
an Event of Default as  defined  in Article  III of the Note and Second  Payment
Note.

                           (c) The  Finder's  Fee and legal fees will be paid to
the Finders and attorneys  only when,  as, and if a  corresponding  subscription
amount  is  released  from  escrow  to the  Company.  All  the  representations,
covenants, warranties, undertakings, and indemnification, other rights including
but not limited to registration  rights, and rights in Section 9 hereof, made or
granted to or for the benefit of the Subscriber are hereby also made and granted
to the Warrant Recipients in respect of the Warrants and Company Shares issuable
upon exercise of the Warrants.

                  7.1.  Covenants  of the  Company.  The Company  covenants  and
agrees with the Subscriber as follows:

<PAGE>

                           (a) The Company will advise the Subscriber,  promptly
after it receives notice of issuance by the Securities and Exchange  Commission,
any state securities  commission or any other  regulatory  authority of any stop
order or of any order preventing or suspending any offering of any securities of
the Company,  or of the suspension of the  qualification  of the common stock of
the Company for offering or sale in any  jurisdiction,  or the initiation of any
proceeding for any such purpose.

                           (b) The Company shall promptly  secure the listing of
the Company Shares,  and Common Stock issuable upon the exercise of the Warrants
upon each national securities  exchange,  or automated quotation system, if any,
upon which shares of Common Stock are then listed (subject to official notice of
issuance) and shall  maintain such listing so long as any other shares of Common
Stock shall be so listed.  The Company  will  maintain the listing of its Common
Stock on the NASD OTC Bulletin  Board,  and will comply in all respects with the
Company's  reporting,  filing and other obligations under the bylaws or rules of
the National  Association of Securities Dealers ("NASD") and such exchanges,  as
applicable.  The Company  will provide the  Subscriber  copies of all notices it
receives  notifying the Company of the  threatened  and actual  delisting of the
Common Stock from any Principal Market.

                           (c) The  Company  shall  notify  the  SEC,  NASD  and
applicable  state  authorities,  in accordance with their  requirements,  of the
transactions  contemplated by this Agreement, and shall take all other necessary
action and  proceedings as may be required and permitted by applicable law, rule
and  regulation,  for the legal  and valid  issuance  of the  Securities  to the
Subscriber and promptly provide copies thereof to Subscriber.

                           (d)  Until  at  least   two  (2)   years   after  the
effectiveness  of  the  Registration  Statement  on  Form  SB-2  or  such  other
Registration  Statement  described in Section 10.1(iv) hereof,  the Company will
(i) cause its Common Stock to continue to be registered  under Sections 12(b) or
12(g) of the Exchange  Act,  (ii) comply in all respects  with its reporting and
filing  obligations  under the Exchange  Act,  (iii)  comply with all  reporting
requirements  that is applicable to an issuer with a class of Shares  registered
pursuant  to  Section  12(g)  of the  Exchange  Act,  and (iv)  comply  with all
requirements  related  to any  registration  statement  filed  pursuant  to this
Agreement. The Company will not take any action or file any document (whether or
not  permitted  by the  Act or the  Exchange  Act or the  rules  thereunder)  to
terminate or suspend such  registration or to terminate or suspend its reporting
and  filing  obligations  under  said Acts  until the later of (y) two (2) years
after the  effective  date of the  Registration  Statement  on Form SB-2 or such
other  Registration  Statement  described in Section 10.1(iv) hereof, or (z) the
sale by the  Subscribers  of all the  Company  Shares  issuable  by the  Company
pursuant to this Agreement. Until at least two (2) years after the Warrants have
been exercised, the Company will use its best efforts to continue the listing of
the Common Stock on the NASD OTC Bulletin  Board and will comply in all respects
with the Company's  reporting,  filing and other obligations under the bylaws or
rules of the NASD and NASDAQ.

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<PAGE>

                           (e) The Company undertakes to use the proceeds of the
Subscriber's  funds for general corporate  expenses,  including  preparation and
filing of a Form SB-2, working capital and expenses of this offering.

                  8.   Covenants  of  the  Company  and   Subscriber   Regarding
Indemnification.

                           (a) The Company  agrees to indemnify,  hold harmless,
reimburse  and defend  Subscriber,  Subscriber's  officers,  directors,  agents,
affiliates,  control  persons,  and principal  shareholders,  against any claim,
cost, expense, liability, obligation, loss or damage (including reasonable legal
fees) of any  nature,  incurred by or imposed  upon  Subscriber  which  results,
arises out of or is based upon (i) any misrepresentation by Company or breach of
any  warranty  by Company in this  Agreement  or in any  Exhibits  or  Schedules
attached hereto, or Reports or other Written Information;  or (ii) any breach or
default in performance by Company of any covenant or undertaking to be performed
by Company  hereunder,  or any other  agreement  entered into by the Company and
Subscribers relating hereto.

                           (b)  Subscriber  agrees to indemnify,  hold harmless,
reimburse and defend the Company at all times against any claim, cost,  expense,
liability,  obligation,  loss or damage (including reasonable legal fees) of any
nature,  incurred by or imposed upon the Company which results, arises out of or
is based upon (a) any  misrepresentation  by Subscriber in this  Agreement or in
any  Exhibits  or  Schedules  attached  hereto;  or (b) any breach or default in
performance  by  Subscriber  of any covenant or  undertaking  to be performed by
Subscriber  hereunder,  or any other  agreement  entered into by the Company and
Subscribers relating hereto.

                           (c) The  procedures  set forth in Section  10.6 shall
apply to the  indemnification  provisions  set forth in  Sections  8(a) and 8(b)
above.

                  9.1. Conversion of Note.

                           (a) Upon the  conversion of the Note or part thereof,
the  Company  shall,  at its own cost and  expense,  take all  necessary  action
(including  the issuance of an opinion of counsel) to assure that the  Company's
transfer agent shall issue stock  certificates in the name of Subscriber (or its
nominee)  or  such  other  persons  as  designated  by  Subscriber  and in  such
denominations to be specified at conversion representing the number of shares of
common  stock  issuable  upon such  conversion.  The  Company  warrants  that no
instructions  other  than these  instructions  have been or will be given to the
transfer  agent of the  Company's  Common  Stock  and that  the  Shares  will be
unlegended, free-trading, and freely transferable, and will not contain a legend
restricting  the resale or  transferability  of the Company Shares  provided the
Subscriber has notified the Company of Subscriber's intention to sell the Shares
and the  Shares are  included  in an  effective  registration  statement  or are
otherwise exempt from registration when sold.

                           (b)  Subscriber  will give notice of its  decision to
exercise  its  right to  convert  the Note or part  thereof  by  telecopying  an
executed and completed notice of Conversion to the Company.  The Subscriber will
not be required to surrender the Note until the Note has been fully converted or
satisfied.  Each  date on which a Notice  of  Conversion  is  telecopied  to the
Company in accordance  with the  provisions  hereof shall be deemed a Conversion
Date.  The Company  will or cause the transfer  agent to transmit the  Company's
common stock  certificates  representing  the Shares issuable upon conversion of
the Note (and a Note  representing the balance of the Note not so converted,  if
requested by Subscriber) to an express  courier for delivery to such  Subscriber
within  five  business  days  after  receipt  by the  Company  of the  Notice of
Conversion (the "Delivery  Date"). To the extent that a Subscriber elects not to
surrender  a Note  for  reissuance  upon  partial  payment  or  conversion,  the
Subscriber  hereby  indemnifies  the Company  against any and all loss

                                       8
<PAGE>

or  damage  attributable  to a  third-party  claim in an amount in excess of the
actual amount then due under the Note.

                           (c)  The  Company  understands  that a  delay  in the
delivery of the Shares in the form required pursuant to Section 9 hereof, or the
Mandatory Redemption Amount described in Section 9.2 hereof, beyond the Delivery
Date or Mandatory  Redemption Payment Date (as hereinafter defined) could result
in economic loss to the  Subscriber.  As compensation to the Subscriber for such
loss,  the  Company  agrees  to pay late  payments  to the  Subscriber  for late
issuance  of Shares  in the form  required  pursuant  to  Section 9 hereof  upon
Conversion of the Note or late payment of the Mandatory  Redemption  Amount,  in
the  amount  of $100 per  business  day  after the  Delivery  Date or  Mandatory
Redemption  Payment Date, as the case may be, for each $10,000 of Note principal
amount being converted or redeemed.  The Company shall pay any payments incurred
under this Section in immediately available funds upon demand.  Furthermore,  in
addition to any other remedies which may be available to the Subscriber,  in the
event that the Company fails for any reason to effect  delivery of the Shares by
the Delivery Date or make payment by the Mandatory  Redemption Payment Date, the
Subscriber  will be  entitled  to revoke all or part of the  relevant  Notice of
Conversion  or rescind  all or part of the  notice of  Mandatory  Redemption  by
delivery of a notice to such effect to the Company whereupon the Company and the
Subscriber  shall each be restored  to their  respective  positions  immediately
prior to the delivery of such notice, except that late payment charges described
above shall be payable  through the date notice of  revocation  or rescission is
given to the Company.

                           (d)  Nothing  contained  herein  or in  any  document
referred  to herein  or  delivered  in  connection  herewith  shall be deemed to
establish  or require  the  payment of a rate of  interest  or other  charges in
excess of the maximum permitted by applicable law. In the event that the rate of
interest or dividends  required to be paid or other charges hereunder exceed the
maximum  permitted by such law, any payments in excess of such maximum  shall be
credited against amounts owed by the Company to the Subscriber and thus refunded
to the Company.

                  9.2.  Mandatory  Redemption.  In the event the Company may not
issue Shares on a Delivery Date or at any time when the Note is convertible, for
any reason,  then at the  Subscriber's  election,  the  Company  must pay to the
Subscriber  five (5) business  days after  request by the  Subscriber  or on the
Delivery  Date (if  requested by the  Subscriber)  a sum of money  determined by
multiplying  the principal of the Note not  convertible  by 125%,  together with
accrued  but unpaid  interest  thereon  ("Mandatory  Redemption  Payment").  The
Mandatory Redemption Payment must be received by the Subscriber on the same date
as the Company  Shares  otherwise  deliverable  or within five (5) business days
after request,  whichever is sooner ("Mandatory  Redemption Payment Date"). Upon
receipt of the Mandatory  Redemption  Payment,  the corresponding Note principal
and interest will be deemed paid and no longer outstanding.

                  9.3. Maximum Conversion.  The Subscriber shall not be entitled
to convert on a Conversion  Date that amount of the Note in connection with that
number of shares of Common  Stock which would be in excess of the sum of (i) the
number of shares of Common Stock  beneficially  owned by the  Subscriber and its
affiliates on a Conversion  Date,  and (ii) the number of shares of Common Stock
issuable upon the conversion of the Note with respect to which the determination
of this  proviso is being  made on a  Conversion  Date,  which  would  result in
beneficial  ownership by the Subscriber and its affiliates of more than 4.99% of
the outstanding  shares of Common Stock of the Company on such Conversion  Date.
For  the  purposes  of  the  proviso  to  the  immediately  preceding  sentence,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities  Exchange Act of 1934, as amended,  and Regulation 13d-3  thereunder.
Subject to the  foregoing,  the  Subscriber  shall not be  limited to  aggregate
conversions of only 4.99%.  The  Subscriber  may void the conversion  limitation
described  in this  Section 9.3 upon 75 days prior  notice to the  Company.  The
Subscriber may allocate  which of the equity of the Company deemed  beneficially

                                       9
<PAGE>

owned by the Subscriber  shall be included in the 4.99% amount  described  above
and which shall be allocated to the excess above 4.99%.

                  9.4.  Injunction - Posting of Bond.  In the event a Subscriber
shall  elect to  convert a Note or part  thereof,  the  Company  may not  refuse
conversion  based on any claim that such  Subscriber  or any one  associated  or
affiliated  with such  Subscriber  has been  engaged  in any  violation  of law,
unless,  an injunction  from a court,  on notice,  restraining  and or enjoining
conversion  of all or part of said Note shall have been sought and  obtained and
the Company posts a surety bond for the benefit of such Subscriber in the amount
of 130% of the amount of the Note,  which is subject  to the  injunction,  which
bond shall remain in effect until the  completion of  arbitration/litigation  of
the dispute and the proceeds of which shall be payable to such Subscriber to the
extent it obtains judgment.

                  9.5. Buy-In.  In addition to any other rights available to the
Subscriber,  if the  Company  fails to deliver  to the  Subscriber  such  shares
issuable  upon  conversion  of a Note by the  Delivery  Date  and if  after  the
Delivery  Date  the  Subscriber  purchases  (in an open  market  transaction  or
otherwise)  shares of Common Stock to deliver in  satisfaction of a sale by such
Subscriber of the Common Stock which the Subscriber  anticipated  receiving upon
such  conversion  (a  "Buy-In"),  then  the  Company  shall  pay in  cash to the
Subscriber  (in  addition  to  any  remedies  available  to or  elected  by  the
Subscriber)  the  amount  by which (A) the  Subscriber's  total  purchase  price
(including  brokerage  commissions,  if any) for the  shares of Common  Stock so
purchased exceeds (B) the aggregate principal and/or interest amount of the Note
for which such conversion was not timely honored, together with interest thereon
at a rate of 15% per annum,  accruing until such amount and any accrued interest
thereon is paid in full (which  amount shall be paid as  liquidated  damages and
not as a penalty).  For example,  if the Subscriber  purchases  shares of Common
Stock having a total purchase price of $11,000 to cover a Buy-In with respect to
an  attempted  conversion  of $10,000 of note  principal  and/or  interest,  the
Company  shall be required to pay the  Subscriber  $1,000,  plus  interest.  The
Subscriber  shall  provide the Company  written  notice  indicating  the amounts
payable to the Subscriber in respect of the Buy-In.

                  9.6. Optional Redemption.  The Company will have the option of
redeeming the Note and Second Payment Note (as hereinafter  defined)  ("Optional
Redemption")  by  paying  to  the  Subscriber  a  sum  of  money  determined  by
multiplying  the  principal  amount of the Note or Second  Payment  Note by 130%
together  with  accrued  but  unpaid  interest  thereon  ("Redemption   Amount")
outstanding on the day the date notice of redemption  ("Notice of Redemption) is
given to a Subscriber  ("Redemption  Date").  A Notice of Redemption  may not be
given in  connection  with any portion of Note or Second  Payment Note for which
notice of conversion has been given by the Subscriber at any time before receipt
of a Notice of  Redemption.  The  Subscriber may elect within three (3) business
days  after  receipt of a Notice of  Redemption  to give the  Company  Notice of
Conversion  in connection  with some or all of the Note and Second  Payment Note
principal  and  interest  which was the subject of the Notice of  Redemption.  A
Notice of Redemption  must be accompanied  by a certificate  signed by the chief
executive  officer or chief  financial  officer of the Company  stating that the
Company  has on deposit  and  segregated  ready  funds  equal to the  Redemption
Amount.  The  Redemption  Amount must be paid in good funds to the Subscriber no
later than the sixth  business day after the  Redemption  Date. In the event the
Company fails to pay the  Redemption  Amount by such date,  then the  Redemption
Notice will be null and void and the  Company  will  thereafter  have no further
right to effect an  Optional  Redemption.  Such  failure  will also be deemed an
Event  of  Default  under  the Note and  Second  Payment  Note.  Any  Notice  of
Redemption must be given to all holders of Notes and Second Payment Notes issued
in connection with the Initial Offering, in proportion to their holdings of Note
and Second Payment Note  principal on a Redemption  Date. A Notice of Redemption
may be given by the Company,  provided (i) no Event of Default,  as described in
the Note shall have  occurred  or be  continuing;  and (ii) the  Company  Shares
issuable upon  conversion of the full  outstanding  Note and Second Payment Note
principal  are  included

                                       10
<PAGE>

in a registration statement effective as of the Redemption Date. Only one Notice
of Redemption may be given to the Subscriber.

                  10.1. Registration Rights. The Company hereby grants the
following registration rights to holders of the Securities.

                           (i) On one occasion,  for a period commencing 61 days
after the Closing  Date,  but not later than three years after the Closing  Date
("Request Date"),  the Company,  upon a written request therefor from any record
holder or  holders of more than 50% of the  aggregate  of the  Company's  Shares
issued and issuable  upon  Conversion  of the Note and the Second  Payment Notes
which are actually  issued,  (the  Securities,  Second  Payment  Securities  and
securities  issued or issuable by virtue of  ownership  of the  Securities,  and
Second Payment Securities,  being, the "Registrable Securities"),  shall prepare
and file with the SEC a registration  statement  under the 1933 Act covering the
Registrable  Securities  which are the  subject  of such  request,  unless  such
Registrable Securities are the subject of an effective  registration  statement.
In addition,  upon the receipt of such request,  the Company shall promptly give
written notice to all other record holders of the  Registrable  Securities  that
such  registration   statement  is  to  be  filed  and  shall  include  in  such
registration  statement Registrable Securities for which it has received written
requests within 10 days after the Company gives such written notice.  Such other
requesting  record  holders  shall be  deemed  to have  exercised  their  demand
registration right under this Section 10.1(i).  As a condition  precedent to the
inclusion  of  Registrable  Securities,  the holder  thereof  shall  provide the
Company with such information as the Company reasonably requests. The obligation
of the Company under this Section  10.1(i) shall be limited to one  registration
statement.

                           (ii) If the Company at any time  proposes to register
any of its securities under the 1933 Act for sale to the public, whether for its
own account or for the account of other  security  holders or both,  except with
respect  to  registration  statements  on Forms  S-4,  S-8 or  another  form not
available for  registering  the  Registrable  Securities for sale to the public,
provided the Registrable  Securities are not otherwise  registered for resale by
the Subscriber or Holder pursuant to an effective registration  statement,  each
such  time it will give at least 30 days'  prior  written  notice to the  record
holder of the Registrable Securities of its intention so to do. Upon the written
request of the holder,  received by the Company  within 30 days after the giving
of any  such  notice  by  the  Company,  to  register  any  of  the  Registrable
Securities,  the  Company  will cause such  Registrable  Securities  as to which
registration  shall have been so requested to be included with the securities to
be covered by the  registration  statement  proposed to be filed by the Company,
all to the  extent  required  to  permit  the sale or other  disposition  of the
Registrable   Securities  so  registered  by  the  holder  of  such  Registrable
Securities (the "Seller").  In the event that any registration  pursuant to this
Section 10.1(ii) shall be, in whole or in part, an underwritten  public offering
of common stock of the Company,  the number of shares of Registrable  Securities
to be  included  in  such  an  underwriting  may  be  reduced  by  the  managing
underwriter  if and to the extent  that the Company  and the  underwriter  shall
reasonably  be of the opinion that such  inclusion  would  adversely  affect the
marketing  of the  securities  to be  sold  by the  Company  therein;  provided,
however,  that the  Company  shall  notify  the  Seller in  writing  of any such
reduction.  Notwithstanding the forgoing provisions, or Section 10.4 hereof, the
Company may  withdraw or delay or suffer a delay of any  registration  statement
referred to in this Section 10.1(ii) without thereby  incurring any liability to
the Seller.

                           (iii)  If,  at  the  time  any  written  request  for
registration is received by the Company pursuant to Section 10.1(i), the Company
has  determined  to  proceed  with  the  actual  preparation  and  filing  of  a
registration  statement under the 1933 Act in connection with the proposed offer
and sale for cash of any of its securities  for the Company's own account,  such
written request shall be deemed to have been given pursuant to Section  10.1(ii)
rather  than  Section  10.1(i),  and the rights of the  holders  of  Registrable
Securities covered by such written request shall be governed by Section 10.1(ii)
except  that  the  Company  or  underwriter,

                                       11
<PAGE>

if any, may not withdraw such  registration  or limit the amount of  Registrable
Securities included in such registration.

                           (iv) The  Company  shall  file  with  the  Commission
within 60 days of the Closing Date (the "Filing  Date"),  and use its reasonable
commercial  efforts to cause to be declared  effective a Form SB-2  registration
statement (or such other form that it is eligible to use) within 120 days of the
Closing  Date in order to register  the  Registrable  Securities  for resale and
distribution  under  the  Act.  The  registration  statement  described  in this
paragraph must be declared  effective by the  Commission  within 120 days of the
Closing Date (as defined herein)  ("Effective  Date"). The Company will register
not  less  than a  number  of  shares  of  Common  Stock  in the  aforedescribed
registration  statement that is equal to 175% of the Company Shares  issuable at
the Conversion  Price that would be in effect on the Closing Date or the date of
filing of such  registration  statement  (employing the  Conversion  Price which
would result in the greater  number of Shares),  assuming the conversion of 100%
of the Notes and 50% of the maximum amount of Second Payment Notes issuable, and
one share of common stock for each common share  issuable  upon  exercise of the
Warrants  issuable  in  connection  with the  Initial  Offering,  and 50% of the
Warrants issuable in connection with the Second Payment (in each case, employing
the  Conversion  Price that would result in the greater  number of Shares).  The
Registrable  Securities  shall be  reserved  and set aside  exclusively  for the
benefit of the  Subscriber and Warrant  Recipients,  as the case may be, and not
issued,  employed or reserved for anyone other than the  Subscriber  and Warrant
Recipients.  Such registration  statement will be promptly amended or additional
registration  statements  will be promptly  filed by the Company as necessary to
register  additional  Company  Shares to allow the  public  resale of all Common
Stock included in and issuable by virtue of the Registrable Securities.

                  10.2. Registration Procedures.  If and whenever the Company is
required by the provisions  hereof to effect the  registration  of any shares of
Registrable Securities under the 1933 Act, the Company will, as expeditiously as
possible:

                           (a)   prepare   and  file  with  the   Commission   a
registration  statement with respect to such securities and use its best efforts
to cause such  registration  statement  to become and remain  effective  for the
period of the distribution contemplated thereby (determined as herein provided),
and  promptly  provide to the holders of  Registrable  Securities  copies of all
filings and Commission letters of comment;

                           (b) prepare and file with the Commission such
amendments  and  supplements to such  registration  statement and the prospectus
used in  connection  therewith  as may be  necessary  to keep such  registration
statement  effective  until the  latest  of:  (i) six  months  after the  latest
exercise  period of the Warrants;  (ii) twelve months after the Maturity Date of
the Note or Second  Payment Note; or (iii) two years after the Closing Date, and
comply with the provisions of the Act with respect to the  disposition of all of
the Registrable  Securities covered by such registration statement in accordance
with the Seller's  intended method of disposition set forth in such registration
statement for such period;

                           (c) furnish to the Seller, and to each underwriter if
any,  such number of copies of the  registration  statement  and the  prospectus
included  therein  (including  each  preliminary  prospectus)  as  such  persons
reasonably  may  request  in  order  to  facilitate  the  public  sale or  their
disposition of the securities covered by such registration statement;

                           (d) use its best  efforts to  register or qualify the
Seller's Registrable Securities covered by such registration statement under the
securities  or "blue  sky" laws of such  jurisdictions  as the Seller and in the
case  of  an  underwritten  public  offering,  the  managing  underwriter  shall
reasonably request,  provided,  however, that the Company shall not for any such
purpose be  required  to qualify  generally  to

                                       12
<PAGE>

transact business as a foreign  corporation in any jurisdiction  where it is not
so  qualified  or  to  consent  to  general  service  of  process  in  any  such
jurisdiction;

                           (e) list the Registrable  Securities  covered by such
registration statement with any securities exchange on which the Common Stock of
the Company is then listed;

                           (f) immediately notify the Seller and each
underwriter  under such  registration  statement  at any time when a  prospectus
relating  thereto is required to be delivered under the Act, of the happening of
any event of which the Company has knowledge as a result of which the prospectus
contained in such registration  statement, as then in effect, includes an untrue
statement of a material  fact or omits to state a material  fact  required to be
stated  therein or necessary to make the  statements  therein not  misleading in
light of the circumstances then existing;

                           (g) make available for inspection by the Seller, any
underwriter  participating  in any  distribution  pursuant to such  registration
statement, and any attorney, accountant or other agent retained by the Seller or
underwriter,  all  publicly  available,  non-confidential  financial  and  other
records,  pertinent corporate documents and properties of the Company, and cause
the  Company's  officers,   directors  and  employees  to  supply  all  publicly
available,  non-confidential  information  reasonably  requested  by the seller,
underwriter,  attorney, accountant or agent in connection with such registration
statement.

                  10.3. Provision of Documents.

                           (a) At the request of the  Seller,  provided a demand
for  registration  has been made  pursuant  to Section  10.1(i) or a request for
registration  has been  made  pursuant  to  Section  10.1(ii),  the  Registrable
Securities  will be included in a registration  statement filed pursuant to this
Section 10.

                           (b) In connection with each  registration  hereunder,
the  Seller  will  furnish  to the  Company  in  writing  such  information  and
representation  letters with respect to itself and the proposed  distribution by
it as reasonably  shall be necessary in order to assure  compliance with federal
and  applicable  state  securities  laws. In connection  with each  registration
pursuant  to  Section  10.1(i)  or  10.1(ii)  covering  an  underwritten  public
offering,  the  Company and the Seller  agree to enter into a written  agreement
with the managing underwriter in such form and containing such provisions as are
customary  in the  securities  business  for such an  arrangement  between  such
underwriter and companies of the Company's size and investment stature.

                  10.4.  Non-Registration Events. The Company and the Subscriber
agree that the Seller will suffer damages if any registration statement required
under  Section  10.1(i)  or  10.1(ii)  above is not filed  within 60 days  after
written  request by the  Holder and not  declared  effective  by the  Commission
within 120 days after such  request  [or the  Filing  Date and  Effective  Date,
respectively,  in reference to the  Registration  Statement on Form SB-2 or such
other form  described in Section  10.1(iv)],  and  maintained  in the manner and
within the time periods  contemplated by Section 10 hereof,  and it would not be
feasible to ascertain the extent of such damages with precision. Accordingly, if
(i) the Registration  Statement described in Sections 10.1(i) or 10.1(ii) is not
filed within 60 days of such written  request,  or is not declared  effective by
the  Commission on or prior to the date that is 120 days after such request,  or
(ii) the  registration  statement  on Form SB-2 or such other form  described in
Section  10.1(iv)  is not filed on or before  the  Filing  Date or not  declared
effective on or before the sooner of the Effective  Date, or within five days of
receipt  by  the  Company  of a  communication  from  the  Commission  that  the
registration  statement  described in Section 10.1(iv) will not be reviewed,  or
(iii) any  registration  statement  described in Sections  10.1(i),  10.1(ii) or
10.1(iv)  is filed  and  declared  effective  but shall  thereafter  cease to be
effective  (without being  succeeded  immediately by an additional  registration
statement filed and declared  effective) for a period of time which shall exceed
30 days in the aggregate per year but not more than 20 consecutive calendar days
(defined  as a period  of 365  days

                                       13
<PAGE>

commencing on the date the Registration  Statement is declared  effective) (each
such event  referred to in clauses  (i),  (ii) and (iii) of this Section 10.4 is
referred to herein as a  "Non-Registration  Event"),  then,  for so long as such
Non-Registration  Event  shall  continue,  the  Company  shall  pay in  cash  as
Liquidated Damages to each holder of any Registrable  Securities an amount equal
to one (1%) percent per month or part  thereof,  proportionately,  for the first
sixty (60) days of the pendency of a Non-Registration Event and thereafter,  two
(2%) percent per month or part thereof, proportionately,  during the pendency of
such  Non-Registration  Event,  of (i) the  principal  of the  Notes  issued  in
connection  with the Initial  Offering,  whether or not converted;  and (ii) the
principal  amount  of Second  Payment  Notes  actually  issued,  whether  or not
converted,  then owned of record by such holder. Payments to be made pursuant to
this  Section  10.4  shall  be  due  and  payable  immediately  upon  demand  in
immediately  available  funds.  In the event a Mandatory  Redemption  Payment is
demanded  from  the  Company  by the  Holder  pursuant  to  Section  9.2 of this
Subscription  Agreement,  then the Liquidated  Damages described in this Section
10.4 shall no longer accrue on the portion of the Purchase Price  underlying the
Mandatory  Redemption  Payment,  from and after the date the Holder receives the
Mandatory Redemption Payment. It shall be deemed a Non-Registration Event to the
extent that all the Common Stock  underlying the  Registrable  Securities is not
included in an effective  registration  statement as of and after the  Effective
Date at the Conversion Prices in effect from and after the Effective Date.

                  10.5.  Expenses.  All  expenses  incurred  by the  Company  in
complying with Section 10, including,  without limitation,  all registration and
filing  fees,   printing  expenses,   fees  and  disbursements  of  counsel  and
independent  public  accountants for the Company,  fees and expenses  (including
reasonable  counsel  fees)  incurred in  connection  with  complying  with state
securities or "blue sky" laws,  fees of the National  Association  of Securities
Dealers, Inc., transfer taxes, fees of transfer agents and registrars, and costs
of insurance are called "Registration  Expenses". All underwriting discounts and
selling commissions applicable to the sale of Registrable Securities,  including
any fees and  disbursements  of any special  counsel to the  Seller,  are called
"Selling Expenses". The Seller shall pay the fees of its own additional counsel,
if any.

                           The  Company  will pay all  Registration  Expenses in
connection  with the  registration  statement  under  Section  10.  All  Selling
Expenses in connection with each  registration  statement under Section 10 shall
be borne by the Seller and may be apportioned among the Sellers in proportion to
the number of shares  sold by the Seller  relative  to the number of shares sold
under such registration statement or as all Sellers thereunder may agree.

                  10.6. Indemnification and Contribution.

                           (a) In the event of a registration of any Registrable
Securities  under the Act pursuant to Section 10, the Company will indemnify and
hold  harmless  the Seller,  each  officer of the Seller,  each  director of the
Seller,  each  underwriter of such  Registrable  Securities  thereunder and each
other person, if any, who controls such Seller or underwriter within the meaning
of the 1933 Act, against any losses,  claims,  damages or liabilities,  joint or
several,  to which the Seller,  or such  underwriter or  controlling  person may
become  subject  under the Act or  otherwise,  insofar as such  losses,  claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue  statement or alleged  untrue  statement  of any  material  fact
contained in any registration  statement under which such Registrable Securities
was registered under the Act pursuant to Section 10, any preliminary  prospectus
or final prospectus  contained therein,  or any amendment or supplement thereof,
or arise out of or are based  upon the  omission  or alleged  omission  to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein not  misleading,  and will  reimburse the Seller,  each such
underwriter  and each such  controlling  person for any legal or other  expenses
reasonably  incurred by them in connection with  investigating  or defending any
such loss,  claim,  damage,  liability or action;  provided,  however,  that the
Company  will not be liable in any such case if and to the extent  that any such
loss,  claim,  damage  or  liability  arises  out of or is based  upon an untrue
statement or alleged untrue statement or omission or alleged omission so made in
conformity with information furnished by any such Seller, the underwriter or any
such controlling  person in writing  specifically  for use in such

                                       14
<PAGE>

registration statement or prospectus.

                           (b)  In the  event  of a  registration  of any of the
Registrable  Securities  under the Act  pursuant  to Section 10, the Seller will
indemnify and hold harmless the Company,  and each person,  if any, who controls
the Company within the meaning of the Act, each officer of the Company who signs
the registration  statement,  each director of the Company, each underwriter and
each person who controls any underwriter  within the meaning of the Act, against
all losses,  claims,  damages or  liabilities,  joint or  several,  to which the
Company or such officer, director,  underwriter or controlling person may become
subject under the Act or otherwise,  insofar as such losses,  claims, damages or
liabilities  (or actions in respect  thereof) arise out of or are based upon any
untrue  statement or alleged untrue  statement of any material fact contained in
the  registration   statement  under  which  such  Registrable  Securities  were
registered  under the Act pursuant to Section 10, any preliminary  prospectus or
final prospectus  contained therein,  or any amendment or supplement thereof, or
arise out of or are based upon the omission or alleged omission to state therein
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements therein not misleading,  and will reimburse the Company and each such
officer,  director,  underwriter and  controlling  person for any legal or other
expenses  reasonably  incurred  by  them in  connection  with  investigating  or
defending any such loss, claim, damage, liability or action, provided,  however,
that the  Seller  will be liable  hereunder  in any such case if and only to the
extent that any such loss, claim,  damage or liability arises out of or is based
upon an untrue  statement  or alleged  untrue  statement  or omission or alleged
omission made in reliance upon and in conformity with information  pertaining to
such  Seller,  as such,  furnished  in  writing to the  Company  by such  Seller
specifically for use in such registration statement or prospectus, and provided,
further, however, that the liability of the Seller hereunder shall be limited to
the proportion of any such loss,  claim,  damage,  liability or expense which is
equal  to the  proportion  that the  public  offering  price of the  Registrable
Securities  sold by the Seller under such  registration  statement  bears to the
total public  offering price of all securities sold  thereunder,  but not in any
event to exceed  the gross  proceeds  received  by the  Seller  from the sale of
Registrable Securities covered by such registration statement.

                           (c) Promptly  after receipt by an  indemnified  party
hereunder of notice of the commencement of any action,  such  indemnified  party
shall,  if a claim in respect  thereof is to be made  against  the  indemnifying
party  hereunder,  notify the  indemnifying  party in writing  thereof,  but the
omission  so to notify  the  indemnifying  party  shall not  relieve it from any
liability  which it may have to such  indemnified  party  other  than under this
Section  10.6(c) and shall only relieve it from any liability  which it may have
to such  indemnified  party under this Section  10.6(c) if and to the extent the
indemnifying party is prejudiced by such omission. In case any such action shall
be brought  against any indemnified  party and it shall notify the  indemnifying
party of the commencement  thereof,  the indemnifying party shall be entitled to
participate  in and, to the extent it shall wish,  to assume and  undertake  the
defense thereof with counsel  satisfactory to such indemnified party, and, after
notice from the indemnifying  party to such indemnified party of its election so
to assume and undertake the defense thereof, the indemnifying party shall not be
liable to such  indemnified  party  under  this  Section  10.6(c)  for any legal
expenses  subsequently incurred by such indemnified party in connection with the
defense thereof other than reasonable costs of investigation and of liaison with
counsel so selected,  provided,  however,  that,  if the  defendants in any such
action include both the  indemnified  party and the  indemnifying  party and the
indemnified  party shall have reasonably  concluded that there may be reasonable
defenses  available  to it  which  are  different  from or  additional  to those
available to the indemnifying party or if the interests of the indemnified party
reasonably  may be deemed to conflict  with the  interests  of the  indemnifying
party,  the  indemnified  parties  shall have the right to select  one  separate
counsel and to assume such legal  defenses and otherwise to  participate  in the
defense of such action,  with the reasonable  expenses and fees of such separate
counsel and other expenses related to such participation to be reimbursed by the
indemnifying party as incurred.

                           (d) In  order  to  provide  for  just  and  equitable
contribution  in the event of joint liability under the Act in any case in which
either (i) the Seller,  or any controlling  person of the Seller,  makes

                                       15
<PAGE>

a claim for  indemnification  pursuant to this Section 10.6 but it is judicially
determined  (by the entry of a final  judgment or decree by a court of competent
jurisdiction  and the  expiration  of time to appeal  or the  denial of the last
right of appeal)  that such  indemnification  may not be  enforced  in such case
notwithstanding  the fact that this Section 10.6 provides for indemnification in
such case, or (ii) contribution under the Act may be required on the part of the
Seller  or  controlling   person  of  the  Seller  in  circumstances  for  which
indemnification  is provided  under this Section  10.6;  then,  and in each such
case,  the Company  and the Seller  will  contribute  to the  aggregate  losses,
claims,  damages or liabilities to which they may be subject (after contribution
from others) in such  proportion so that the Seller is responsible  only for the
portion  represented  by the  percentage  that the public  offering price of its
securities  offered by the  registration  statement bears to the public offering
price  of all  securities  offered  by such  registration  statement,  provided,
however,  that,  in any  such  case,  (A) the  Seller  will not be  required  to
contribute  any  amount  in  excess  of the  public  offering  price of all such
securities  offered by it pursuant to such  registration  statement;  and (B) no
person or entity guilty of fraudulent  misrepresentation  (within the meaning of
Section  10(f) of the Act) will be entitled to  contribution  from any person or
entity who was not guilty of such fraudulent misrepresentation.

                  11.1. Second Note Purchase.

                           (a) Upon the acceptance for filing of the Form SB-2
(described in Section 10.1[iv] hereof) with the Commission, the Subscriber shall
purchase up to $250,000 in convertible  notes ("Second  Payment Notes") from the
Company in an amount,  up to  $250,000  specified  by the  Company.  The Warrant
Recipients identified on Schedule B hereto, shall also be issued Warrants by the
Company  (the  "Second  Payment  Warrant")  for an amount of shares equal to the
actual  amount of the Second  Payment  divided by $250,000,  with the  resulting
fraction  multiplied by 850,000 shares.  Collectively  the Second Payment Notes,
the Second Payment Warrants issuable in connection with the Second Payment,  and
Common Stock  issuable upon  conversion of the Second Payment Notes and exercise
of  the  Second  Payment  Warrants  are  referred  to  as  the  "Second  Payment
Securities".)  The Warrants issuable in connection with the Second Payment Notes
are  referred  to  herein as  Warrants  or Second  Payment  Warrants.  Except as
described in Section 11.1(c) hereof,  each Second Payment Note will be identical
to the Note  except that the  Maturity  Date will be three years from the Second
Payment Closing Date (as hereinafter defined). The Holders of the Second Payment
Securities  are  granted  all the  rights,  undertakings,  remedies,  liquidated
damages and  indemnification  granted to the  Subscriber in connection  with the
Note,  including  but not  limited  to, the rights and  procedures  set forth in
Section 9 hereof and the registration rights described in Section 10 hereof.

                           (b) The agreement to purchase the Second Payment
Notes is contingent on the following  any, some or all of which may be waived by
the Subscriber:

                                    (i)  As of  the  Second  Closing  Date,  the
Common Shares  issuable upon conversion of a Second Payment Note and exercise of
Second Payment Warrants must be included in a registration  statement  described
in Section 10 hereof which has been  accepted for filing by the  Commission  and
which registration  statement must include all financial statements required for
effectiveness of such registration statement.

                                    (ii)  As of the  Second  Closing  Date,  the
Company will be a full  reporting  company  with the class of Shares  registered
pursuant to Section 12(g) of the Securities Exchange Act of 1934.

                                    (iii)  No  material  adverse  change  in the
Company's  business or business  prospects shall have occurred after the date of
the most recent financial  statements included in the Reports.

                                       16
<PAGE>

Material  adverse  change is defined as any effect on the business,  operations,
properties,  prospects,  or financial  condition of the Company that is material
and adverse to the  Company  and its  subsidiaries  and  affiliates,  taken as a
whole, and/or any condition,  circumstance,  or situation that would prohibit or
otherwise  interfere  with the  ability of the Company to enter into and perform
any of its obligations under this Agreement, or any other agreement entered into
or to be entered into in connection  herewith,  in any material  respect.  There
shall not have been a material negative  restatement of the Company's  financial
statements referred to in Paragraph 1(a) hereof.

                                    (iv)  The  non-occurrence  (whether  or  not
continuing) of an Event of Default as described in Article III of the Note.

                                    (v) The execution and delivery to the
Subscriber of a certificate  signed by its chief executive officer  representing
the truth and  accuracy  of all the  Company's  representations  and  warranties
contained in this  Subscription  Agreement as of the Second Payment Closing Date
and  confirming  the  undertakings   contained  herein,   and  representing  the
satisfaction of all  contingencies  and conditions  required for the exercise of
the Put.

                                    (vi)   The   Company's   listing   on,   and
compliance with the listing  requirements  of a Principal  Market other than the
Pink Sheets.

                                    (vii)  The  Company's  not  having  received
notice
from the OTC Bulletin Board, or any Principal  Market that the Company is not in
compliance with the requirements for continued listing which notice has not been
resolved in a manner affirming the Company's compliance with such requirements.

                                    (viii)  The  execution  by the  Company  and
delivery to the  Subscriber of all required  documents in relation to the Second
Payment set forth in Section  11.2 below and such other  documents  which may be
reasonably requested by the Subscriber.

                           (c) Subject to the adjustments set forth in the Note,
the  Conversion  Price of the Second Payment Note shall be the lesser of (i) 80%
of the average of the three  lowest  closing  bid prices of the Common  Stock as
reported by Bloomberg  Financial  for the  Principal  Market for the thirty (30)
trading days prior to the Closing Date of the Initial  Offering,  or (ii) 76% of
the  average of the three  lowest  closing  bid  prices of the  Common  Stock as
reported by  Bloomberg  Financial  for the sixty (60)  trading days prior to the
Conversion Date.

                  11.2. Demand for Second Payment.

                           (a) The Company's  right to demand payment for Second
Payment  Notes  commences on the date the  registration  statement  described in
Section  10.1(iv)  hereof is accepted for filing by the  Commission  and expires
thirty (30) days after such effective date ("Second Payment Period").

                           (b) The  Company  must make  written  demand  for the
Second  Payment  during the Second  Payment  Exercise  Period  ("Second  Payment
Notice") in relation to up to the  maximum  principal  amount of Second  Payment
Note that the Subscriber has agreed to purchase, subject to the limits described
in this  Agreement.  Each Second  Payment  Notice must be accompanied by (i) the
officer's  certificate  described  in  Section  11.1(b)(v)  above;  (ii) a legal
opinion relating to the Second Payment Securities in form reasonably  acceptable
to  Subscriber;  and (iii)  such other  documents  and  certificates  reasonably
requested by the Subscriber.

                                       17
<PAGE>

                           (c) Unless otherwise agreed to by the Subscribers,
Second  Payment  Notices must be given to all  Subscribers  in proportion to the
amounts agreed to be purchased by all Subscribers undertaking to purchase Second
Payment Notes.

                           (d) Payment by the Subscriber in relation to a Second
Payment Notice  relating to the Second Payment must be made within fourteen (14)
business days after receipt of a Second  Payment  Notice and the items set forth
in  Section  11.2(b)  above.  Payment  will  be  made  against  delivery  to the
Subscriber  or an escrow agent to be agreed upon by the Company and  Subscriber,
of the Second  Payment  Securities,  and delivery to the Finders of the Finder's
Fee described in Section 6 and section 11.3 hereof.

                           (e)  Maximum Put  Exercise.  The Company may not give
the Subscriber a Second Payment Notice in connection  with that amount of Second
Payment  Note which  could be  converted  as of the Second  Payment  Date into a
number of shares of Common  Stock which would be in excess of the sum of (i) the
number of shares of Common Stock  beneficially  owned by the  Subscriber and its
affiliates on such Second Payment Closing Date, and (ii) the number of shares of
Common  Stock  issuable  upon the  conversion  of the Second  Payment  Note with
respect  to which the  determination  of this  proviso is being made on a Second
Payment Date,  which would result in beneficial  ownership by the Subscriber and
its affiliates of more than 9.99% of the  outstanding  shares of Common Stock of
the Company on such Second  Payment Date. For the purposes of the proviso to the
immediately  preceding  sentence,  beneficial  ownership  shall be determined in
accordance  with  Section  13(d) of the  Securities  Exchange  Act of  1934,  as
amended,  and  Regulation  13d-3  thereunder.  Subject  to  the  foregoing,  the
Subscriber  shall not be limited to  aggregate  conversions  of Notes and Second
Payment Notes of only 9.99%. The Subscriber may revoke the restriction described
in this paragraph upon 75 days prior notice to the Company. The Subscriber shall
have  the  right  to  determine  which  of  the  equity  of the  Company  deemed
beneficially  owned by the Subscriber  shall be included in the 9.99%  described
above and which shall be  allocated to the excess  above  9.99%.  The  aggregate
amount of all Second Payment Notices to all Subscribers of the Initial  Offering
may not exceed $250,000.

                  11.3. Second Payment Finders Fees. The Finders identified on
Schedule B hereto shall  receive on the Second  Payment  Closing Date  aggregate
Finder's Fees as described in Section 6 hereof in connection with the closing of
the Second Paymentt as set forth on Schedule B hereto.  Second Payment  Finder's
Fees shall be payable only in connection with the Second  PaymentPurchase  Price
actually paid by a Subscriber. The Second Payment Finder's Fees shall be paid at
the Second Payment Closing.

                  11.4. Warrants.

                           (a) The Company shall issue Second  Payment  Warrants
to the Warrant  Recipients in the amounts designated on Schedule B hereto and as
described  in  Section 6 of this  Subscription  Agreement.  The  Second  Payment
Warrants will contain the same terms as the Warrants issuable in connection with
the Initial Offering, and be exercisable  immediately upon issuance and for five
years thereafter.

                           (b)  Failure by the  Company  to timely pay  Finder's
Fees, legal fees or deliver any Warrants issuable in connection with the Initial
Offering and Second  Payment  shall be deemed an Event of Default under the Note
and Second  Payment  Note and a  material  breach of the  Company's  obligations
hereunder, for which no notice to cure is required.

                                       18
<PAGE>

                  11.5 Assignment of Second Payment Obligation.  Anything to the
contrary  herein  notwithstanding,  the  Subscriber  may assign to another party
either  before  or  after  the  time  for  payment  of the  Second  Payment  the
Subscriber's rights and obligations to pay all or some of the Second Payment and
receive the corresponding Second Payment Securities.  Such assignment must be in
writing and must consented to by the Company in writing prior to the assignment,
which consent may not be unreasonably withheld. The assignment will be effective
only if the assignee  consents in writing to be bound by all of the Subscriber's
obligations to the Company in connection with such assignment. Upon an effective
assignment,  the  assignee  will succeed to all of the  Subscriber's  rights and
obligations under this Subscription Agreement, and all other agreements relating
to the assigned portion of the Second Payment.

                  12.  (a)  Right of First  Refusal.  Until  120 days  after the
actual  effective  date  of the  Registration  Statement  described  in  Section
10.1(iv)  hereof,  the Subscriber shall be given not less than ten (10) business
days prior  written  notice of any  proposed  sale by the  Company of its common
stock or other securities or debt obligations except as disclosed in the Reports
or Other Written Information. The Subscriber shall have the right during the ten
(10)  business  days  following  the  notice to agree to  purchase  an amount of
Company Shares in the same proportion as being purchased in the Initial Offering
of those securities proposed to be issued and sold, in accordance with the terms
and  conditions  set forth in the  notice of sale.  In the event  such terms and
conditions are modified during the notice period,  the Subscriber shall be given
prompt notice of such  modification and shall have the right during the original
notice period or for a period of ten (10) business days  following the notice of
modification,  whichever  is longer,  to exercise  such right.  In the event the
right of first refusal  described in this Section is exercised by the Subscriber
and  the  Company  thereby  receives  net  proceeds  from  such  exercise,  then
commissions  and fees will be paid by the  Company  to the  Finders  in the same
amounts as specified in the notice of sale.

                           (b) Offering  Restrictions.  Until 120 days after the
actual  effective  date  of the  registration  statement  described  in  Section
10.1(iv) hereof, the Company agrees not to issue any equity, convertible debt or
other securities at a per common share equivalent price less than the average of
the  closing bid prices of the Common  Stock as of the date of such  issuance as
reported  by the  Principal  Market or such other  principal  market or exchange
where the Company's common stock is listed for trading.

                  13. Miscellaneous.

                           (a)  Notices.  All  notices  or other  communications
given or made hereunder shall be in writing and shall be personally delivered or
deemed delivered the first business day after being telecopied  (provided that a
copy is  delivered  by first class mail) to the party to receive the same at its
address set forth below or to such other address as either party shall hereafter
give to the other by notice duly made under this Section: (i) if to the Company,
to Commercial Concepts,  Inc., 324 South 400 West, Suite B, Salt Lake City, Utah
84101, telecopier number: (801) 328-0542, with a copy by telecopier only to Ray,
Quinney and  Nebeker,  79 South Main  Street,  Suite 500,  Salt Lake City,  Utah
84111, Attn: Greg Lindley,  Esq., telecopier number: (801) 532-7543, and (ii) if
to the  Subscriber,  to the name,  address and telecopy  number set forth on the
signature  page  hereto,  with a copy by  telecopier  only to Grushko & Mittman,
P.C., 551 Fifth Avenue, Suite 1601, New York, New York 10176, telecopier number:
(212) 697-3575.

                           (b) Closing. The consummation of the transactions
contemplated herein shall take place at the offices of Grushko & Mittman,  P.C.,
551 Fifth Avenue, Suite 1601, New York, New York 10176, upon the satisfaction of
all conditions to Closing set forth in this Agreement. The closing date shall be
the date that subscriber funds  representing the net amount due the Company from
the Purchase Price are transmitted by wire transfer to the Company (the "Closing
Date"). The closing date for the Put shall be the

                                       19
<PAGE>

date on which Subscriber funds  representing the net amount due the Company from
the Second Payment  Purchase Price is transmitted to or on behalf of the Company
("Second Payment Closing Date").

                           (c) Entire Agreement; Assignment. This Agreement
represents the entire  agreement  between the parties hereto with respect to the
subject  matter  hereof and may be amended  only by a writing  executed  by both
parties.  No right or obligation of either party shall be assigned by that party
without prior notice to and the written consent of the other party.

                           (d)  Execution.  This  Agreement  may be  executed by
facsimile  transmission,  and in  counterparts,  each of which will be deemed an
original.

                           (e) Law  Governing  this  Agreement.  This  Agreement
shall be governed by and construed in  accordance  with the laws of the State of
New York without  regard to principles of conflicts of laws.  Any action brought
by either party against the other  concerning the  transactions  contemplated by
this  Agreement  shall be brought only in the state courts of New York or in the
federal  courts  located  in the  state  of  New  York.  Both  parties  and  the
individuals  executing  this  Agreement  and other  agreements  on behalf of the
Company  agree to submit to the  jurisdiction  of such courts and waive trial by
jury. The prevailing party shall be entitled to recover from the other party its
reasonable  attorney's  fees and costs.  In the event that any provision of this
Agreement or any other agreement  delivered in connection herewith is invalid or
unenforceable  under any applicable  statute or rule of law, then such provision
shall be deemed  inoperative  to the extent that it may conflict  therewith  and
shall be deemed  modified to conform  with such statute or rule of law. Any such
provision  which  may prove  invalid  or  unenforceable  under any law shall not
affect the validity or enforceability of any other provision of any agreement.

                           (f) Specific  Enforcement,  Consent to  Jurisdiction.
The Company and Subscriber  acknowledge and agree that irreparable  damage would
occur  in the  event  that  any of the  provisions  of this  Agreement  were not
performed in accordance with their specific terms or were otherwise breached. It
is  accordingly  agreed that the parties  shall be entitled to an  injuction  or
injunctions  to prevent or cure breaches of the provisions of this Agreement and
to enforce  specifically the terms and provisions hereof or thereof,  this being
in addition  to any other  remedy to which any of them may be entitled by law or
equity.  Subject to Section  13(e)  hereof,  each of the Company and  Subscriber
hereby waives,  and agrees not to assert in any such suit, action or proceeding,
any claim that it is not personally  subject to the  jurisdiction of such court,
that the suit, action or proceeding is brought in an inconvenient  forum or that
the venue of the suit, action or proceeding is improper. Nothing in this Section
shall affect or limit any right to serve  process in any other manner  permitted
by law.

                           (g) Confidentiality.  The Company agrees that it will
not  disclose  publicly  or  privately  the  identity of the  Subscriber  unless
expressly  agreed to in writing by the Subscriber or only to the extent required
by law.

                           (h)  Automatic  Termination.   This  Agreement  shall
automatically terminate without any further action of either party hereto if the
Closing shall not have  occurred by the tenth (10th)  business day following the
date this Agreement is accepted by the Subscriber.

                                       20
<PAGE>


                         [THIS SPACE INTENTIONALLY LEFT BLANK]



                                       21
<PAGE>

         Please  acknowledge  your  acceptance  of  the  foregoing  Subscription
Agreement by signing and returning a copy to the undersigned  whereupon it shall
become a binding agreement between us.

                                             COMMERCIAL CONCEPTS, INC.



                                             By:/s/ George E. Richards, Jr.
                                                ---------------------------

                                             Dated: July 20, 2000



                                       22
<PAGE>

Purchase Price: $52,500.00


SECOND PAYMENT
Second Payment Note Purchase Price (aggregate): $52,500.00

ACCEPTED: Dated as of July 20, 2000

THE KESHET FUND L.P. - Subscriber
Ragnall House, 18 Peel Road
Douglas, Isle of Man
1M1 4L2, United Kingdom
Fax: 011-972-36120639

By:/s/ A. Grin


<TABLE>
<CAPTION>
                                      SCHEDULE B TO SUBSCRIPTION AGREEMENT

---------------------------------------- -------------------------------------- --------------------------------------
FINDERS                                  INITIAL OFFERING                       SECOND PAYMENT FINDER'S FEES
---------------------------------------- -------------------------------------- --------------------------------------
<S>                                      <C>                                    <C>
JOHN M. NEUHAUSER                        $5,000 (2%)                            $5,000 (2%)
532 LaGuardia Place, #307
New York, NY 10012
Fax: 212-946-1403
---------------------------------------- -------------------------------------- --------------------------------------
FOCUS PARTNERS LLC                       $5,000 (2%)                            $5,000 (2%)
420 Lexington Avenue, #2428
New York, NY 10170
Fax: 212-752-9446
---------------------------------------- -------------------------------------- --------------------------------------
ALON ENTERPRISES LTD.                    $15,000 (6%)                           $15,000 (6%)
Ragnall House, 18 Peel Road
Douglas, Isle of Man
1M1 4L2, United Kingdom
Fax: 011-972-36120639
---------------------------------------- -------------------------------------- --------------------------------------
TOTAL                                    $25,000 (10%)                          $25,000 (10%)
---------------------------------------- -------------------------------------- --------------------------------------

<CAPTION>
                                      PROPORTIONATE SHARE OF AGGREGATE WARRANTS ISSUABLE

--------------------------------------------- ---------------------------------------- ------------------------------------------
WARRANT RECIPIENTS                            INITIAL WARRANTS                         SECOND PAYMENT WARRANTS
--------------------------------------------- ---------------------------------------- ------------------------------------------
<S>                                           <C>                                      <C>
TALBIYA B. INVESTMENTS LTD.                   850,000                                  850,000
Ragnall House, 18 Peel Road
Douglas, Isle of Man
1M1 4L2, United Kingdom
Fax: 011-972-36120639
--------------------------------------------- ---------------------------------------- ------------------------------------------
TOTAL                                         850,000                                  850,000 (ASSUMES PAYMENT OF $250,000)
--------------------------------------------- ---------------------------------------- ------------------------------------------

<CAPTION>
                                                     WARRANT EXERCISE COMPENSATION

----------------------------------------------------------- ----------------------------------------------------------
FINDERS                                                     PROPORTIONATE SHARE OF 10% CASH COMMISSIONS PAYABLE ON
                                                            WARRANT EXERCISE
----------------------------------------------------------- ----------------------------------------------------------
<S>                                                         <C>
ALON ENTERPRISES LTD.                                       100%
Ragnall House, 18 Peel Road
Douglas, Isle of Man
1M1 4L2, United Kingdom
Fax: 011-972-36120639
----------------------------------------------------------- ----------------------------------------------------------
</TABLE>

                                       23