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                                                                   EXHIBIT 10.18

                             SUBSCRIPTION AGREEMENT
                             ----------------------

         Dear Subscriber:

         You, together with other subscribers (each a "Subscriber") hereby agree
to purchase, and One Voice Technologies Inc., a Nevada corporation (the
"Company"), hereby agrees to issue and to sell to the Subscriber, an unsecured
Convertible Note (the "Note") convertible in accordance with the terms thereof
into shares of the Company's $.001 par value common stock (the "Company Shares")
and common stock purchase warrants ("Warrants") for the aggregate consideration
as set forth on the signature page hereof ("Purchase Price"). The form of Note
is annexed hereto as EXHIBIT A. (The Company Shares included in the Securities
(as hereinafter defined) are sometimes referred to herein as the "Shares",
"Common Shares" or "Common Stock"). (The Notes, the Company Shares, Warrants,
and the Common Stock issuable upon exercise of the Warrants are collectively
referred to herein as, the "Securities"). Upon acceptance of this Agreement by
the Subscriber, the Company shall issue and deliver the Note and Warrants
against payment, by federal funds 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 December 31, 2002 as
         filed with the Securities and Exchange Commission (the "Commission")
         together with all subsequently filed forms 10-QSB, 8-K, and other
         publicly available filings made with the Commission (hereinafter
         referred to collectively 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 in writing (such information in writing is collectively, the
         "Other Written Information"), and considered all factors the Subscriber
         deems material in deciding on the advisability of investing in the
         Securities.

                  (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
         information set forth on the signature page hereto regarding the
         Subscriber is accurate.

                  (c) PURCHASE OF NOTE AND WARRANTS. On the Closing Date, the
         Subscriber will purchase the Note and Warrants for its own account and
         not with a view to any distribution thereof.

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                  (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 (based in part on the accuracy of the
         representations and warranties of Subscriber contained herein), and
         that such Securities must be held unless a subsequent disposition is
         registered under the 1933 Act or is exempt from such registration.

                  (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, unless same shall have been included in an
         effective registration statement under the 1933 Act:

                           "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 UNDER SUCH
                           SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY
                           SATISFACTORY TO ONE VOICE TECHNOLOGIES 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. 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 OR AN OPINION OF COUNSEL REASONABLY
                           SATISFACTORY TO ONE VOICE TECHNOLOGIES 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. 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 OR AN OPINION OF COUNSEL REASONABLY
                           SATISFACTORY TO ONE VOICE TECHNOLOGIES INC. THAT SUCH
                           REGISTRATION IS NOT REQUIRED."

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                  (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.

         2. COMPANY REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to and agrees with the Subscriber that:

                  (a) DUE INCORPORATION; SUBSIDIARIES. The Company is a
         corporation duly organized, validly existing and in good standing under
         the laws of its jurisdiction of incorporation and has the requisite
         corporate power to own its properties and to carry on its business as
         now being conducted. The Company 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 financial condition of the
         Company. The Company has no subsidiaries.

                  (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.

                  (c) AUTHORITY; ENFORCEABILITY. This Agreement, the Warrant and
         other agreements delivered together with this Agreement or in
         connection herewith have been duly authorized, executed and delivered
         by the Company and are valid and binding agreements enforceable in
         accordance with their 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,
         Warrant and such other agreements and to perform its obligations
         hereunder and under all other agreements entered into by the Company
         relating hereto.

                  (d) ADDITIONAL ISSUANCES. Except as described on Schedule
         2(d), 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 National
         Association of Securities Dealers, Inc. ("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, the issuance and sale of the Securities,
         and the performance of the Company's obligations hereunder and under
         all such other agreements.

                  (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
         the Company's obligations under this Agreement and all other agreements
         entered into by the Company relating thereto by the Company will:

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                           (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 certificate of
                  incorporation, charter or bylaws of the Company, (B) to the
                  Company's knowledge, any decree, judgment, order, law, treaty,
                  rule, regulation or determination applicable to the Company 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 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 except the violation, conflict, breach,
                  or default of which would not have a material adverse effect
                  on the Company; 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, its subsidiaries 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; and

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

                  (h) LITIGATION. There is no pending or, to the best knowledge
         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. Except as disclosed in the
         Reports or Other Written Information, there is no pending or, to the
         best knowledge 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 which litigation if adversely determined could have a
         material adverse effect on the Company.

                  (i) REPORTING COMPANY. The Company is a publicly-held company
         subject to reporting obligations pursuant to Sections 15(d) and 13 of
         the Securities Exchange Act of 1934, as amended (the "1934 Act") and
         has a class of common shares registered pursuant to Section 12(g) of
         the 1934 Act. The Company's common stock is listed for trading on the
         OTC Bulletin Board ("Bulletin Board"). Pursuant to the provisions of
         the 1934 Act, the Company has filed all reports and other materials
         required to be filed thereunder with the Securities and Exchange
         Commission during the preceding twelve months.

                                       4

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                  (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 or resold.

                  (k) INFORMATION CONCERNING COMPANY. The Reports 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 or in the Schedule hereto, there has been no
         material adverse change in the Company's business, financial condition
         or affairs not disclosed in the Reports. The Reports 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 in light of the circumstances when made.

                  (l) DILUTION. 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, resale or delivery of
         the Securities, except as may be required by federal securities laws.

                  (n) DEFAULTS. Neither the Company nor any of its subsidiaries
         is in violation of its Certificate 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 offer of the Securities pursuant to this Agreement to be
         integrated with prior offerings by the Company for purposes of the 1933
         Act or any applicable stockholder approval provisions, including,
         without limitation, under the rules and regulations of the Bulletin
         Board 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. The Company has not
         conducted and will not conduct any offer other than the transactions
         contemplated hereby that will be integrated with the offer or issuance
         of the Securities.

                                       5

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                  (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 1933 Act) in
         connection with the offer or sale of the Securities.

                  (q) LISTING. The Company's common stock is quoted on, and
         listed for trading on the Bulletin Board. The Company has not received
         any oral or written notice that its Common Stock will be delisted from
         the Bulletin Board nor that its common stock does not meet all
         requirements for the continuation of such listing. The Company
         satisfies the requirements for the continued listing of the Common
         Stock on the Bulletin Board.

                  (r) NO UNDISCLOSED LIABILITIES. The Company has no liabilities
         or obligations which are material, individually or in the aggregate,
         which are not disclosed in the Reports and Other Written Information,
         other than those incurred in the ordinary course of the Company's
         businesses since December 31, 2001 and which, individually or in the
         aggregate, would not reasonably be expected to have a material adverse
         effect on the Company's financial condition.

                  (s) NO UNDISCLOSED EVENTS OR CIRCUMSTANCES. Since December 31,
         2001, no event or circumstance has occurred or exists with respect to
         the Company or its businesses, properties, operations or financial
         condition, that, under applicable law, rule or regulation, requires
         public disclosure or announcement prior to the date hereof by the
         Company but which has not been so publicly announced or disclosed in
         the Reports.

                  (t) CAPITALIZATION. The authorized and outstanding capital
         stock of the Company as of the date of this Agreement and the Closing
         Date are set forth in the financial statements included in the Reports.
         Except as set forth in the Reports and Other Written Information and
         Schedule 2(t), there are no options, warrants, or rights to subscribe
         to, securities, rights or obligations convertible into or exchangeable
         for or giving any right to subscribe for any shares of capital stock of
         the Company. All of the outstanding shares of Common Stock of the
         Company have been duly and validly authorized and issued and are fully
         paid and nonassessable.

                  (u) NO DISAGREEMENTS WITH ACCOUNTANTS AND LAWYERS. There are
         no disagreements of any kind presently existing, or reasonably
         anticipated by the Company to arise, between the accountants and
         lawyers formerly or presently employed by the Company, including but
         not limited to disputes or conflicts over payment owed to such
         accountants and lawyers.

                  (v) 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, 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.

                                       6

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         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 reasonably 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 B. 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 and disposes
of such Securities pursuant to Rule 144(d) and/or Rule 144(k) under the 1933 Act
in the opinion of counsel reasonably satisfactory to the Company, or (b) upon
resale subject to an effective registration statement after the Securities are
registered under the 1933 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 at the Company's expense necessary to allow
such resales provided the Company and its counsel receive reasonably requested
written representations from the Subscriber and selling broker, if any. Provided
the Subscriber provides required certifications and representation letters, if
any, if the Company fails to remove any legend as required by this Section 4 (a
"Legend Removal Failure"), then beginning on the tenth (10th) day following the
date that the Subscriber has requested the removal of the legend and delivered
all items reasonably required by the Company to be delivered by the Subscriber,
that the Company continues to fail to remove such legend, the Company shall pay
to each Subscriber or assignee holding shares, subject to a Legend Removal
Failure, as liquidated damages and not a penalty an amount equal to ten percent
(10%) of the Purchase Price of the shares subject to a Legend Removal Failure
for each 15-day period or part thereof that such failure continues. If during
any twelve (12) month period, the Company fails to remove any legend as required
by this Section 4 for an aggregate of thirty (30) days, each Subscriber or
assignee holding Securities subject to a Legend Removal Failure may, at its
option, require the Company to purchase all or any portion of the Securities
subject to a Legend Removal Failure held by such Subscriber or assignee at a
price per share equal to 130% of the applicable Purchase Price.

         5. WARRANTS.

                  (a) The Company will also issue and deliver on the Closing
         Date to the Subscriber 29,167 Warrants for each fifty thousand dollars
         ($50,000) of Purchase Price. A form of Warrant is annexed hereto as
         EXHIBIT C. The per share "Purchase Price" of Common Stock (as defined
         in the Warrant) shall be 120% of the closing price of the common stock
         on the Bulletin Board for the trading day immediately preceding the
         Closing Date. The Warrants shall be exercisable for three years after
         the Issue Date (as defined in the Warrant).

                  (b) All the representations, covenants, warranties,
         undertakings, remedies, liquidated damages, indemnification, rights in
         Section 9 hereof, and other rights including but not limited to
         registration rights made or granted to or for the benefit of the
         Subscriber are hereby also made and granted to the Subscribers in
         respect of the Warrants and Company Shares issuable upon exercise of
         the Warrants.

         6. FINDER'S FEE/LEGAL FEE.

                  (a) LEGAL FEE. The Company shall pay to Grushko & Mittman,
         P.C., counsel to the Subscriber a fee of $7,500 ("Legal Fees") as
         reimbursement for services rendered to Subscriber in connection with
         this Agreement and the purchase and sale of the Company Shares and
         Warrants for the aggregate Purchase Price of $600,000 (the "Offering")
         and acting as escrow agent for the Offering. The Legal Fees will be
         payable out of funds held pursuant to a funds escrow agreement ("Escrow
         Agreement") to be entered into by the Company, Subscriber and Escrow
         Agent in connection with the Offering.

                                       7

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                  (b) FINDER. The Company on the one hand, and the Subscriber on
         the other hand, agree to indemnify the other against and hold the other
         harmless from any and all liabilities to any persons claiming brokerage
         commissions or finder's fees other than the entities identified on
         Schedule 6 (each a "Finder") on account of services purported to have
         been rendered on behalf of the indemnifying party in connection with
         this Agreement or the transactions contemplated hereby and arising out
         of such party's actions. The Company agrees that it will pay the
         Finders a cash fee on the Closing Date apportioned among them as
         described on Schedule 6 directly out of the funds held pursuant to the
         Escrow Agreement. The aggregate Finder's Fee payable by the Company in
         connection with the Offering is $39,000.

                  (c) The Company on the one hand, and the Subscriber on the
         other hand, agree to indemnify the other against and hold the other
         harmless from any and all liabilities to any other persons claiming
         brokerage commissions or finder's fees other than the Finder on account
         of services purported to have been rendered on behalf of the
         indemnifying party in connection with this Agreement or the
         transactions contemplated hereby and arising out of such party's
         actions. The Company and the Subscriber represent to each other that
         there are no other parties entitled to receive fees, commissions, or
         similar payments in connection with the Offering.

         7.1. COVENANTS OF THE COMPANY. The Company covenants and agrees with
the Subscriber as follows:

                  (a) STOP ORDERS. 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) LISTING. 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 Notes are outstanding. The Company will maintain
         the listing of its Common Stock on the Nasdaq SmallCap Market, Nasdaq
         National Market System, NASD OTC Bulletin Board (or any successor
         entity or the proposed Bulletin Board Exchange), or New York Stock
         Exchange (whichever of the foregoing is at the time the principal
         trading exchange or market for the Common Stock (the "Principal
         Market")), 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) MARKET REGULATION. The Company shall notify the
         Commission, NASD, the Principal Market and applicable state
         authorities, in accordance with their requirements, if any, 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.

                                       8

<PAGE>

                  (d) REPORTING REQUIREMENTS. From the Closing Date and 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 are 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 use its best efforts
         not to take any action or file any document (whether or not permitted
         by the 1933 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 two
         (2) years after the actual effective date of the Registration Statement
         on Form SB-2 or such other Registration Statement described in Section
         10.1(iv) hereof. Until the earlier of the resale of the Company Shares
         by the Subscriber or 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 Bulletin Board and will comply in
         all respects with the Company's reporting, filing and other obligations
         under the bylaws or rules of Bulletin Board.

                  (e) RESERVATION. The Company undertakes to reserve, pro rata
         on behalf of each holder of a Note or Warrant, from its authorized but
         unissued common stock, at all times that Notes or Warrants remain
         outstanding, a number of common shares equal to not less than 150% of
         the amount of common shares necessary to allow each such holder to be
         able to convert all such outstanding Notes, and one common share for
         each common share issuable upon exercise of the Warrants.

                  (f) USE OF PROCEEDS. The Company undertakes to use the
         proceeds of the Subscriber's funds for the purposes set forth on
         SCHEDULE 7 hereto. A deviation from the use of proceeds set forth on
         SCHEDULE 7 of more than 10% per item or more than 20% in the aggregate
         shall be deemed a material breach of the Company's obligations
         hereunder. Except as set forth on SCHEDULE 7, the Purchase Price may
         not and will not be used for accrued and unpaid officer and director
         salaries, payment of financing related debt, redemption of outstanding
         redeemable notes or equity instruments of the Company nor non-trade
         obligations outstanding on the Closing Date.

                  (g) TAXES. The Company will promptly pay and discharge, or
         cause to be paid and discharged, when due and payable, all lawful
         taxes, assessments and governmental charges or levies imposed upon the
         income, profits, property or business of the Company; provided,
         however, that any such tax, assessment, charge or levy need not be paid
         if the validity thereof shall currently be contested in good faith by
         appropriate proceedings and if the Company shall have set aside on its
         books adequate reserves with respect thereto, and provided, further,
         that the Company will pay all such taxes, assessments, charges or
         levies forthwith upon the commencement of proceedings to foreclose any
         lien which may have attached as security therefore. None of the
         Company's tax returns are presently being audited by any taxing
         authority.

                  (h) INSURANCE. The Company will keep its assets which are of
         an insurable character insured by financially sound and reputable
         insurers against loss or damage by fire, explosion and other risks
         customarily insured against by companies in the Company's line of
         business, in amounts sufficient to prevent the Company from becoming a
         co-insurer and not in any event less than 100% of the insurable value
         of the property insured; and the Company will maintain, with
         financially sound and reputable insurers, insurance against other
         hazards and risks and liability to persons and property to the extent
         and in the manner customary for companies in similar businesses
         similarly situated and to the extent available on commercially
         reasonable terms.

                                       9

<PAGE>

                  (i) BOOKS AND RECORDS. The Company will keep true records and
         books of account in which full, true and correct entries will be made
         of all dealings or transactions in relation to its business and affairs
         in accordance with generally accepted accounting principles applied on
         a consistent basis.

                  (j) GOVERNMENTAL AUTHORITIES. The Company shall duly observe
         and conform in all material respects to all valid requirements of
         governmental authorities relating to the conduct of its business or to
         its properties or assets.

                  (k) INTELLECTUAL PROPERTY. The Company shall maintain in full
         force and effect its corporate existence, rights and franchises and all
         licenses and other rights to use intellectual property owned or
         possessed by it and reasonably deemed to be necessary to the conduct of
         its business.

                  (l) PROPERTIES. The Company will keep its properties in good
         repair, working order and condition, reasonable wear and tear excepted,
         and from time to time make all needful and proper repairs, renewals,
         replacements, additions and improvements thereto; and the Company will
         at all times comply with each provision of all leases to which it is a
         party or under which it occupies property if the breach of such
         provision could reasonably be expected to have a material adverse
         effect.

                  (m) CONFIDENTIALITY. The Company agrees that it will not
         disclose, and will not include in any public announcement, the name of
         any Subscriber, unless expressly agreed to by such Subscriber or unless
         and until such disclosure is required by law or applicable regulation,
         and then only to the extent of such requirement.

                  (n) BLACKOUT. The Company undertakes and covenants that until
         the first to occur of (i) the registration statement described in
         Section 10.1(iv) has been effective for one hundred and eighty (180)
         business days, (ii) until all the Company Shares have been resold
         pursuant to said registration statement, or (iii) two years after the
         Closing Date, the Company will not enter into any acquisition, merger,
         exchange or sale or other transaction that could have the effect of
         delaying the effectiveness of any pending registration statement,
         causing an already effective registration statement to no longer be
         effective or current, or require the filing of an amendment to an
         already effective registration statement.

         7.2. COVENANTS OF THE SUBSCRIBER. The Subscribers to the Offering, each
for itself, covenant and agree with the Company that provided no Event of
Default (as defined in the Note) has occurred, then until 180 days after the
Effective Date (as defined in Section 10.1[iv] of this Agreement), each
Subscriber will not, without prior approval by the Company, sell in open market
transactions on any trading day an amount of Company Shares in excess of such
Subscriber's Proportionate Share (as set forth on the signature page hereto) of
25%of the reported trading volume of the Company's Common Stock for such trading
day. In the event a Subscriber does not sell its full Proportionate Share on the
subsequent trading day, then the unsold portion may be sold thereafter on any
trading day without regard to the limitation described in this Section 7.2.

         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 or any such person which results, arises out of or is based

                                       10

<PAGE>

         upon (i) any material misrepresentation by Company or breach of any
         warranty by Company in this Agreement or in any Exhibits or Schedules
         attached hereto, or other agreement delivered pursuant hereto; or (ii)
         after any applicable notice and/or cure periods, any breach or default
         in performance by the Company of any covenant or undertaking to be
         performed by the 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 and each of the Company's officers, directors,
         agents, affiliates, control persons against any claim, cost, expense,
         liability, obligation, loss or damage (including reasonable legal fees)
         of any nature, incurred by or imposed upon the Company or any such
         person which results, arises out of or is based upon (i) any material
         misrepresentation by Subscriber in this Agreement or in any Exhibits or
         Schedules attached hereto, or other agreement delivered pursuant
         hereto; or (ii) after any applicable notice and/or cure periods, 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 indemnifications 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, unless waived by the Subscriber, the
         Shares will be free-trading, and freely transferable, and will not
         contain a legend restricting the resale or transferability of the
         Shares provided the Shares are being sold pursuant to an effective
         registration statement covering the Shares or are otherwise exempt from
         registration.

                  (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 (a form of which is annexed
         to EXHIBIT A hereto) to the Company via confirmed telecopier
         transmission or otherwise pursuant to Section 11(a) of this Agreement.
         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 to the Subscriber via express courier for receipt by such
         Subscriber within three (3) business days after receipt by the Company
         of the Notice of Conversion (the "Delivery Date"). In the event the
         Shares are electronically transferable, then delivery of the Shares
         MUST be made by electronic transfer provided request for such
         electronic transfer has been made by the Subscriber. A Note
         representing the balance of the Note not so converted will be provided
         by the Company to the Subscriber, if requested by Subscriber provided
         an original Note is delivered to the Company. 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 or damage attributable to a third-party claim
         in an amount in excess of the actual amount then due under the Note.

                                       11

<PAGE>

                  (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 AT SUBSCRIBER'S ELECTION. In the event the
Company is prohibited from issuing Shares, or fails to timely deliver Shares on
a Delivery Date, or upon the occurrence of any other Event of Default (as
defined in the Note or in this Agreement) or for any reason other than pursuant
to the limitations set forth in Section 9.3 hereof, then at the Subscriber's
election, the Company must pay to the Subscriber ten (10) business days after
request by the Subscriber or on the Delivery Date (if requested by the
Subscriber) at the Subscriber's election, a sum of money determined by (i)
multiplying up to the outstanding principal amount of the Note designated by the
Subscriber by 130%, or (ii) multiplying the number of Shares otherwise
deliverable upon conversion of an amount of Note principal and/or interest
designated by the Subscriber (with the date of giving of such designation being
a Deemed Conversion Date) at the then Conversion Price that would be in effect
on the Deemed Conversion Date by the highest closing price of the Common Stock
on the principal market for the period commencing on the Deemed Conversion Date
until the day prior to the receipt of the Mandatory Redemption Payment,
whichever is greater, 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 ten (10) 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

                                       12

<PAGE>

issuable upon the conversion of the Note with respect to which the determination
of this provision is being made on a Conversion 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 Conversion Date.
For the purposes of the provision 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 9.99% and aggregate conversion by the Subscriber may exceed
9.99%. The Subscriber may void the conversion limitation described in this
Section 9.3 upon 61 days prior written notice to the Company. The Subscriber may
allocate which of the equity of the Company deemed beneficially owned by the
Subscriber shall be included in the 9.99% amount described above and which shall
be allocated to the excess above 9.99%.

         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, or for any other
reason, 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 has posted 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 Subscriber 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 ten (10) days
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. The delivery date by which
Common Stock must be delivered pursuant to this Section 9.5 shall be tolled for
the amount of days that the Subscriber does not deliver information reasonably
requested by the Company's transfer agent.

         9.6 ADJUSTMENTS. The Conversion Price and amount of Shares issuable
upon conversion of the Notes shall be adjusted to offset the effect of stock
splits, stock dividends, pro rata distributions of property or equity interests
to the Company's shareholders, and dilutive issuances to other parties.

         9.7. REDEMPTION. The Company may not redeem or call the Note without
the consent of the holder of the Note.

         10.1. REGISTRATION RIGHTS. The Company hereby grants the following
registration rights to holders of the Securities.

                                       13

<PAGE>

                  (i) On one occasion, for a period commencing 91 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 Notes (the
         Common Stock issued or issuable upon conversion of the Notes or
         issuable by virtue of ownership of the Notes, and one share of Common
         Stock for each share issuable upon exercise of the Warrants are
         collectively the "Registrable Securities"), shall prepare and file with
         the Commission 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 or included for registration in a pending
         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 25 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 15 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 foregoing 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 and the Company actually does file such other
         registration statement, such written request shall be deemed to have
         been given pursuant to Section 10.1(ii) rather than Section 10.1(i),

                                       14

<PAGE>

         and the rights of the holders of Registrable Securities covered by such
         written request shall be governed by Section 10.1(ii).

                  (iv) The Company shall file with the Commission not later than
         thirty (30) days after the Closing Date (the "Filing Date"), and use
         its reasonable commercial efforts to cause to be declared effective
         within ninety (90) days after the Closing Date, a Form SB-2
         registration statement (or such other form that it is eligible to use)
         in order to register the Registrable Securities for issuance to the
         Subscriber and distribution under the 1933 Act. The registration
         statement described in this paragraph must be declared effective by the
         Commission no later than ninety (90) days after the Closing Date
         ("Effective Date"). The Company will register a number of shares of
         Common Stock in the aforedescribed registration statement that is equal
         to 200% of the number of Company Shares issuable upon conversion of the
         Notes at the Conversion Price in effect at the Closing Date, or actual
         filing date of the registration statement or any amendment thereto
         assuming issuance and conversion of 100% of the Notes (whichever
         results in the greatest number of Company shares) and one share of
         common stock for each of the shares issuable upon exercise of the
         Warrants. Such registration statement will immediately be amended or
         additional registration statements will be immediately filed by the
         Company as necessary in order to register additional Company Shares to
         allow the unlegended reissuance of all Common Stock included and
         issuable by virtue of the Registrable Securities. The Registrable
         Securities shall be reserved and set aside exclusively for the benefit
         of each Subscriber in proportion to each Subscriber's interest in the
         Registrable Securities, and not issued, employed or reserved for anyone
         other than the Subscriber. No securities of the Company other than the
         Registrable Securities will be included in the registration statement
         described in this Section 10.1(iv) except as described on SCHEDULE
         10.1.

         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 ("Sellers") 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) twelve months after the
         latest Maturity Date of a Note; (ii) until six months after all the
         Company Shares issuable upon conversion of the Notes and Second Notes
         are eligible for resale pursuant to Rule 144(k) of the 1933 Act; or
         (iii) until such registration statement has been effective for a period
         of not less than 365 days, and comply with the provisions of the 1933
         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, such number of copies of the
         registration statement and the prospectus included therein (including
         each preliminary prospectus) as such Seller 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 shall
         reasonably designate, provided, however, that the Company shall not for
         any such purpose be required to qualify generally to 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;

                                       15

<PAGE>

                  (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 when a prospectus relating
         thereto is required to be delivered under the 1933 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, 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, attorney, accountant or agent in connection
         with such registration statement.

         10.3. PROVISION OF DOCUMENTS. 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 30 days after written
request by the Holder and not declared effective by the Commission within 90
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 30 days of such written request, or is not declared effective by the
Commission on or prior to the date that is 90 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 ten business days of
receipt by the Company of a written or oral 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 or more than 20 consecutive
calendar days (defined as a period of 365 days 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, at the Subscriber's option, in cash or
stock at the applicable Conversion Price, as Liquidated Damages to each holder
of any Registrable Securities an amount equal to one percent (1%) for the first
thirty days or part thereof and two percent (2%) per thirty days for each thirty
days or part thereof thereafter, during the pendency of such Non-Registration

                                       16

<PAGE>

Event, of the principal of the Notes issued in the Offering, whether or not
converted, owned of record by such holder or issuable as of or subsequent to the
occurrence of such Non-Registration Event. Payments to be made pursuant to this
Section 10.4 shall be due and payable within ten (10) business days after 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.

         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 1933 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 1933 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 1933 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 in light of the circumstances when made, 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
         shall not be liable to the Seller to the extent that any such damages
         arise out of or are based upon an untrue statement or omission made in
         any preliminary prospectus if (i) the Seller failed to send or deliver
         a copy of the final prospectus delivered by the Company to the Seller
         with or prior to the delivery of written confirmation of the sale by
         the Seller to the person asserting the claim from which such damages
         arise, (ii) the final prospectus would have corrected such untrue
         statement or alleged untrue statement or such omission or alleged
         omission, or (iii) 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, or any such controlling
         person in writing specifically for use in such registration statement
         or prospectus.

                                       17

<PAGE>

                  (b) In the event of a registration of any of the Registrable
         Securities under the 1933 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 1933 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 1933 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 1933 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 1933
         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 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), except and only 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 1933 Act in any case in which
         either (i) the Seller, or any controlling person of the Seller, makes 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

                                       18

<PAGE>

         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 1933 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, (y) 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 (z) no person or entity
         guilty of fraudulent misrepresentation (within the meaning of Section
         10(f) of the 1933 Act) will be entitled to contribution from any person
         or entity who was not guilty of such fraudulent misrepresentation.

         11. FAVORED NATIONS PROVISIONS. In the event that at any time a Note is
outstanding, the Company shall for any reason (other than in connection with
employee stock options or as full or partial consideration in connection with
any merger, consolidation or purchase of substantially all of the securities or
assets of any corporation or other entity (an "Acquisition") issue any common
stock or securities convertible into or exercisable for shares of common stock
to any person, firm or corporation at price per share or conversion or exercise
price per share which shall be lower than the Conversion Price of the Shares
issuable upon conversion of the Note, then and in such even the Conversion Price
set forth in the Note shall be automatically reduced to such lower per share
purchase price, exercise price or conversion price, as the case may be.

         12. MISCELLANEOUS.

                  (a) NOTICES. All notices, demands, requests, consents,
         approvals, and other communications required or permitted hereunder
         shall be in writing and, unless otherwise specified herein, shall be
         (i) personally served, (ii) deposited in the mail, registered or
         certified, return receipt requested, postage prepaid, (iii) delivered
         by reputable air courier service with charges prepaid, or (iv)
         transmitted by hand delivery, telegram, or facsimile, addressed as set
         forth below or to such other address as such party shall have specified
         most recently by written notice. Any notice or other communication
         required or permitted to be given hereunder shall be deemed effective
         (a) upon hand delivery or delivery by facsimile, with accurate
         confirmation generated by the transmitting facsimile machine, at the
         address or number designated below (if delivered on a business day
         during normal business hours where such notice is to be received), or
         the first business day following such delivery (if delivered other than
         on a business day during normal business hours where such notice is to
         be received) or (b) on the second business day following the date of
         mailing by express courier service, fully prepaid, addressed to such
         address, or upon actual receipt of such mailing, whichever shall first
         occur. The addresses for such communications shall be: (i) if to the
         Company to One Voice Technologies Inc., 6333 Greenwich Drive, Suite
         240, San Diego, CA 92122, telecopier number: (858) 552-4474, with a
         copy by telecopier only to: Sichenzia, Ross, Friedman & Ference LLP,
         1065 Avenue of the Americas, New York, NY 10018, Attn: Gregory
         Sichenzia, Esq., telecopier number: (212) 930-9725, 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 of the Offering
         is transmitted by wire transfer or otherwise to the Company (the
         "Closing Date").

                                       19

<PAGE>

                  (c) ENTIRE AGREEMENT; ASSIGNMENT. This Agreement and other
         documents delivered in connection herewith represent 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.
         Neither the Company nor the Subscriber has relied on any
         representations not contained or referred to in this Agreement and the
         documents delivered herewith. 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 simultaneously
         in several counterparts, each of which shall be deemed an original, and
         all of which together shall constitute one and the same instrument. A
         facsimile of an executed counterpart will have the same effect as the
         original executed counterpart.

                  (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 injunction 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 12(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) PRESS RELEASE. The Company may issue a press release
         relating to the transactions contemplated hereby provided that the
         Subscriber is afforded the opportunity to review and approve such
         release prior to its issuance.

                                       20

<PAGE>

                  (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.

                      [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.

                                      ONE VOICE TECHNOLOGIES INC.
                                      A Nevada Corporation

                                      By:_______________________________________
                                              Name:
                                              Title:

                                      Dated: April _____, 2003

<TABLE>
<CAPTION>
--------------------------------------------------- ------------------------- ------------------------ ------------------------
SUBSCRIBER                                                                                             PROPORTIONATE SHARE
--------------------------------------------------- ------------------------- ------------------------ ------------------------
<S>                                                 <C>                       <C>                      <C>
                                                    Purchase Price of Note:   Warrants to Purchase     41.67%
                                                    $250,000                  145,835 Common Shares

----------------------------------
(Signature)
ALPHA CAPITAL AKTIENGESELLSCHAFT
Pradafant 7
9490 Furstentums
Vaduz, Lichtenstein
Fax: 011-423-232-3196
--------------------------------------------------- ------------------------- ------------------------ ------------------------
                                                    Purchase Price of Note:   Warrants to Purchase     16.67%
                                                    $100,000                  58,334 Common Shares

----------------------------------
(Signature) GREENWICH GROWTH FUND LIMITED
C/o Consolidated Fund Management Ltd.
P.O. Box HM 2257 Hamilton HM JX, Bermuda
Fax: 441-292-1373
--------------------------------------------------- ------------------------- ------------------------ ------------------------
</TABLE>

                                                           22

<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.

                                        ONE VOICE TECHNOLOGIES INC.
                                        A Nevada Corporation

                                        By:____________________________________
                                                Name:
                                                Title:

                                        Dated: April _____, 2003

<TABLE>
<CAPTION>
--------------------------------------------------------- --------------------- --------------------- -------------------------
SUBSCRIBER                                                                                            PROPORTIONATE SHARE
--------------------------------------------------------- --------------------- --------------------- -------------------------
<S>                                                       <C>                   <C>                   <C>
                                                          Purchase Price of     Warrants to           33.33%
                                                          Note: $200,000        Purchase 116,668
                                                                                Common Shares
------------------------------------
(Signature)
ELLIS ENTERPRISES LTD.
42A Waterloo Road
London, England, NW2, 7UF
Fax: 011-441-014509004
--------------------------------------------------------- --------------------- --------------------- -------------------------
                                                          Purchase Price of     Warrants to           8.33%
                                                          Note: $50,000         Purchase 29,167
                                                                                Common Shares
------------------------------------
(Signature)
O1144 LIMITED
By: Ian Mickinnon
c/o Canaccord Capital Corporation
320 Bay Street, 13th Floor
Toronto, Ontario MSH 4A6, Canada
Fax: 416-869-3632
--------------------------------------------------------- --------------------- --------------------- -------------------------
</TABLE>

                                                           23

<PAGE>

                         LIST OF SCHEDULES AND EXHIBITS
                         ------------------------------

         Exhibit A                  Form of Note

         Exhibit B                  Form of Legal Opinion

         Exhibit C                  Form of Common Stock Purchase Warrant

         Schedule 2(d)              Additional Issuances

         Schedule 6                 Finders

         Schedule 7                 Use of Proceeds

         Schedule 10.1              Other Securities to be Registered

                                       24

<PAGE>

                                   SCHEDULE 6
                                   ----------

------------------------------------------------------------------ -------------
FINDER                                                             FINDER'S FEE
------------------------------------------------------------------ -------------
LIBRA FINANCE, S.A. (1)                                            $5,000.00
P.O. Box 4603
Zurich, Switzerland
Fax: 011-411-201-6262
------------------------------------------------------------------ -------------
GREENWICH GROWTH FUND LIMITED (2)                                  $2,000.00
C/o Consolidated Fund Management Ltd.
P.O. Box HM 2257 Hamilton HM JX, Bermuda
Fax: 441-292-1373
------------------------------------------------------------------ -------------
ELLIS ENTERPRISES LTD. (3)                                         $4,000.00
42A Waterloo Road
London, England, NW2, 7UF
Fax: 011-441-014509004
------------------------------------------------------------------ -------------
O1144 LIMITED (4)                                                  $1,000.00
By: Ian Mickinnon
c/o Canaccord Capital Corporation
320 Bay Street, 13th Floor
Toronto, Ontario MSH 4A6, Canada
Fax: 416-869-3632
------------------------------------------------------------------ -------------
UNISOURCE, INC. (5)                                                $27,000.00
175 Foxhollow Road
Woodbury, New York 11797
Fax: 516-364-9583
------------------------------------------------------------------ -------------
TOTAL                                                              $39,000.00
------------------------------------------------------------------ -------------

(1) In relation to investment by Alpha Capital Aktiengesellschaft.

(2) In relation to investment by Greenwich Growth Fund Limited.

(3) In relation to investment by Ellis Enterprises Ltd.

(4) In relation to investment by O1144 Limited.

(5) In relation to investment by all Subscribers.

                                       25