EXHIBIT 10.3

               TO SUBSCRIBE FOR 10% JUNIOR EXTENDABLE BRIDGE NOTE
                           IN THE PRIVATE OFFERING OF
                      PATRON SYSTEMS, INC. (THE "COMPANY")

1.       DATE AND FILL in the principal amount of notes being subscribed for and
         COMPLETE  AND  SIGN  the  Omnibus   Signature   Page  included  in  the
         Subscription Agreement.

2.       INITIAL the  Accredited  Investor  Certification  page attached to this
         letter.

3.       COMPLETE  AND  RETURN  the   Confidential   Investor  Profile  and,  if
         applicable, Wire Transfer Authorization attached to this letter.

4.       FAX all forms to Ms. Heidi  Newton at (303)  245-7306 and then send all
         signed original documents with a check (if applicable) to:

                        Ms. Heidi Newton
                        2500 55th Street, Suite 200
                        Boulder, Colorado 80301

5.       Please make your  subscription  payment payable to the order of "PATRON
         SYSTEMS, INC."


 FOR WIRING FUNDS DIRECTLY TO PATRON SYSTEMS, INC.,
 SEE THE FOLLOWING INSTRUCTIONS:

                              c/o Bank One
                              ABA Number:   102001017
                              Acct. Number: 1633216476
                              FBO:          INVESTOR NAME ______________________
                                            SOCIAL SECURITY NUMBER _____________
                                            ADDRESS ____________________________
                                            ____________________________________
                                            ____________________________________


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<PAGE>


         Investors  will  purchase ten percent  (10%) Junior  Extendable  Bridge
Notes (the  "NOTES") of the Company for up to an aggregate  principal  amount of
$2,500,000. Investors will also be issued a five (5) year warrant (the "INVESTOR
WARRANT")  to purchase  one half share (the  "INVESTOR  WARRANT  SHARES") of the
Company's  common  stock,  par value $.01 per share (the  "COMMON  STOCK") at an
initial  exercise price of $0.60 per share,  for each $1.00 principal  amount of
Notes purchased.  The subscription for the Notes will be made in accordance with
and  subject to the terms and  conditions  of the  Subscription  Agreement,  the
Company's  Confidential  Information  Memorandum  dated  May __,  2005,  and any
amendments and/or supplements thereto (the "MEMORANDUM").

         Officers, Directors and affiliates of the Company may purchase Notes in
the Offering. If the Company rejects a subscription,  either in whole or in part
(which decision is in the Company's sole discretion),  the rejected subscription
funds  or the  rejected  portion  thereof  will  be  returned  promptly  to such
subscriber  without  interest  accrued  thereon.  The minimum  subscription  per
investor in the Offering is $250,000;  PROVIDED,  HOWEVER,  the Company,  in its
sole discretion,  may waive such minimum  subscription  requirement from time to
time.

         Questions regarding completion of the subscription  documents should be
directed to Mr. Louis Wharton at (818) 444-4509. ALL SUBSCRIPTION DOCUMENTS MUST
BE FILLED IN AND SIGNED EXACTLY AS SET FORTH WITHIN.


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<PAGE>


                             SUBSCRIPTION AGREEMENT

                                       FOR

                              PATRON SYSTEMS, INC.


Patron Systems, Inc.
500 North Michigan Avenue
Suite 300
Chicago, Illinois 60611

Ladies and Gentlemen:

         1.  SUBSCRIPTION.  The undersigned (the  "PURCHASER"),  intending to be
legally  bound,  hereby  irrevocably  agrees to  purchase  a junior  convertible
promissory  note bearing  interest at a rate of ten percent (10%) per annum (the
"NOTE"),  in the  principal  amount  set  forth  on the  signature  page to this
Agreement  and will be issued a warrant  (the  "INVESTOR  WARRANT")  to purchase
one-half share (the "INVESTOR  WARRANT  SHARES") of the Company's  common stock,
par value $.01 per share (the "COMMON  STOCK") at an initial  exercise  price of
$.60 per share,  for each $1.00 of principal amount of the Note purchased by the
Purchaser.  The  subscription  for the Note will be made in accordance  with and
subject to the terms and conditions of the Subscription Agreement, the Company's
Confidential  Information  Memorandum  dated May __,  2005,  and any  amendments
and/or supplements thereto (the "MEMORANDUM").

         This subscription is submitted to you in accordance with and subject to
the terms and  conditions  described  in the  Memorandum  and this  Subscription
Agreement,  including all documents  incorporated  by reference  therein and all
attachments,  schedules and exhibits thereto  (collectively,  the  "SUBSCRIPTION
DOCUMENTS"),  relating to the  offering by the Company of a total of  $2,500,000
principal amount of Notes (the "OFFERING").

         Officers, Directors and Affiliates of the Company may purchase Notes in
the Offering.

         The  terms  of  the  Offering  are  more  completely  described  in the
Memorandum and such terms are  incorporated  herein in their  entirety.  Certain
capitalized  terms  used,  but not  otherwise  defined  herein,  will  have  the
respective meanings provided in the Memorandum.

         2. PAYMENT. The Purchaser encloses herewith a check payable to, or will
immediately  make a wire  transfer  payment to the Company in the full amount of
the purchase price of the Notes being  subscribed  for.  Together with the check
for, or wire transfer of, the full purchase price, the Purchaser is delivering a
completed and executed Omnibus Signature Page to this Subscription Agreement and
the Registration Rights Agreement.


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<PAGE>


         3.  ACCEPTANCE OF  SUBSCRIPTION.  The Purchaser  understands and agrees
that the Company, in its sole discretion, reserves the right to accept or reject
this  or  any  other   subscription   for  the  Notes,  in  whole  or  in  part,
notwithstanding  prior  receipt by the Purchaser of notice of acceptance of this
or any other  subscription.  If the Company rejects a Purchaser's  subscription,
either in whole or in part  (which  decision  is in the sole  discretion  of the
Company),  the rejected  subscription funds or the rejected portion thereof will
be returned  promptly  to the  Purchaser  without  interest  accrued  thereon or
deduction therefrom. The minimum subscription for a Purchaser in the Offering is
$250,000; PROVIDED, HOWEVER, that the Company, in its sole discretion, may waive
such minimum  subscription  requirement from time to time. The Company will have
no obligation hereunder until the Company executes and delivers to the Purchaser
an executed copy of this Subscription  Agreement. If the Offering is terminated,
all  funds  received  from the  Purchaser  will be  returned  without  interest,
penalty,  expense or deduction,  and this Subscription Agreement will thereafter
be of no further force or effect.

         4.  REPRESENTATIONS  AND  WARRANTIES  OF THE  PURCHASER.  The Purchaser
hereby acknowledges, represents, warrants, and agrees as follows:

                  (a)  None  of  the  Notes,  the  securities  issued  upon  any
         conversion of the Notes, the Investor Warrants, the Extension Warrants,
         the  Inducement  Warrants,  the  Penalty  Warrants  (collectively,  the
         "WARRANTS")  nor the shares of Common Stock  issuable  upon exercise of
         any such warrants  (collectively,  the "WARRANT SHARES") (collectively,
         the  "SECURITIES")  are registered under the Securities Act of 1933, as
         amended (the  "SECURITIES  ACT"),  or any state  securities  laws.  The
         Purchaser  understands  that the offering and sale of the Notes and the
         Warrants  are  intended  to  be  exempt  from  registration  under  the
         Securities  Act by virtue of Section 4(2) thereof and the provisions of
         Regulation  D  promulgated   thereunder,   based,  in  part,  upon  the
         representations,  warranties and agreements of the Purchaser  contained
         in this Subscription Agreement;

                  (b) The Purchaser and the  Purchaser's  attorney,  accountant,
         purchaser  representative  and/or tax  advisor,  if any  (collectively,
         "ADVISORS"),  have received the Memorandum, the Subscription Documents,
         and all other documents requested by the Purchaser or its Advisors,  if
         any,  have  carefully  reviewed  them and  understand  the  information
         contained  therein,   prior  to  the  execution  of  this  Subscription
         Agreement;

                  (c)  Neither  the  Securities  and  Exchange  Commission  (the
         "COMMISSION")  nor any state  securities  commission  has  approved the
         Notes or any of the other  Securities,  or passed upon or endorsed  the
         merits of the Offering or  confirmed  the  accuracy or  determined  the
         adequacy of the Memorandum. The Memorandum has not been reviewed by any
         Federal, state or other regulatory authority;

                  (d)  All  documents,  records,  and  books  pertaining  to the
         investment in the Notes (including, without limitation, the Memorandum)
         have  been made  available  for  inspection  by the  Purchaser  and its
         Advisors, if any;

                  (e)  The  Purchaser  and its  Advisors,  if  any,  have  had a
         reasonable  opportunity to ask questions of and receive  answers from a
         person  or  persons  acting on behalf  of the  Company  concerning  the
         offering  of the  Securities  and the  business,


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<PAGE>


         financial  condition,  results  of  operations  and  prospects  of  the
         Company,  and all such  questions  have been answered by the Company in
         writing to the full satisfaction of the Purchaser and its Advisors,  if
         any;

                  (f) In  evaluating  the  suitability  of an  investment in the
         Company,  the Purchaser has not relied upon any representation or other
         information (oral or written) other than as stated in the Memorandum or
         as  contained  in  documents  so  furnished  to  the  Purchaser  or its
         Advisors, if any, by the Company in writing;

                  (g) The  Purchaser is unaware of, is in no way relying on, and
         did not become aware of the offering of the Securities  through or as a
         result  of,  any form of general  solicitation  or general  advertising
         including,  without limitation,  any article, notice,  advertisement or
         other  communication  published in any  newspaper,  magazine or similar
         media or broadcast  over  television,  radio or over the  Internet,  in
         connection  with the  offering  and sale of the  Securities  and is not
         subscribing  for Notes and did not become  aware of the offering of the
         Securities  through  or as a result of any  seminar or meeting to which
         the Purchaser was invited by, or any solicitation of a subscription by,
         a person not  previously  known to the  Purchaser  in  connection  with
         investments in securities generally;

                  (h) The Purchaser has taken no action which would give rise to
         any claim by any person for brokerage commissions, finders' fees or the
         like  relating  to  this  Subscription  Agreement  or the  transactions
         contemplated  hereby (other than  commissions to be paid by the Company
         to introducing brokers as described in the Memorandum);

                  (i) The Purchaser, either alone or together with its Advisors,
         if any,  has such  knowledge  and  experience  in  financial,  tax, and
         business matters, and, in particular,  investments in securities, so as
         to  enable  it to  utilize  the  information  made  available  to it in
         connection  with the offering of the  Securities to evaluate the merits
         and  risks  (including  tax  implications)  of  an  investment  in  the
         Securities and the Company and to make an informed  investment decision
         with respect thereto;

                  (j) The Purchaser is not relying on the Company, or any of its
         respective employees or agents with respect to the legal, tax, economic
         and related considerations of an investment in the Securities,  and the
         Purchaser has relied on the advice of, or has consulted  with, only its
         own Advisors;

                  (k) The Purchaser is acquiring the Securities  solely for such
         Purchaser's own account for investment and not with a view to resale or
         distribution  thereof,  in  whole  or in  part.  The  Purchaser  has no
         agreement or arrangement,  formal or informal,  with any person to sell
         or transfer all or any part of the  Securities and the Purchaser has no
         plans to enter into any such agreement or arrangement;

                  (l) The  purchase  of the  Securities  represents  a high risk
         investment  and the  Purchaser  is able to  afford an  investment  in a
         speculative venture having the risks and objectives of the Company. The
         Purchaser must bear the substantial economic risks of the investment in
         the Securities  indefinitely because none of the securities included in


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<PAGE>


         the  Securities  may be sold,  hypothecated  or  otherwise  disposed of
         unless subsequently  registered under the Securities Act and applicable
         state  securities  laws  or an  exemption  from  such  registration  is
         available.  Legends will be placed on the Securities to the effect that
         they have not been  registered  under the  Securities Act or applicable
         state securities laws and appropriate notations thereof will be made in
         the Company's stock books.  Stop transfer  instructions  will be placed
         with the transfer agent of the Securities.  The Company has agreed that
         purchasers  of the  Securities  will have,  with respect to the Warrant
         Shares,  the registration  rights described in the Registration  Rights
         Agreement in the form annexed to the Memorandum.  Notwithstanding  such
         registration  rights,  it is not  anticipated  that  there  will be any
         market for resale of any of the  Securities,  and such  Securities will
         not be freely  transferable at any time in the foreseeable  future,  if
         ever;

                  (m) The  Purchaser  has adequate  means of providing  for such
         Purchaser's  current financial needs and foreseeable  contingencies and
         has no need for liquidity of the  investment in the  Securities  for an
         indefinite period of time;

                  (n)  The   Purchaser  is  aware  that  an  investment  in  the
         Securities  involves  a  number  of  very  significant  risks  and  has
         carefully  read and  considered the matters set forth in the Memorandum
         and, in  particular,  the  matters  under the  caption  "Risk  Factors"
         therein  and any of such  risks may  materially  adversely  affect  the
         Company's  results of operations  and future  prospects.  The Purchaser
         specifically  acknowledges that the Purchaser is aware that the Company
         is not current on its filings  under the  Securities  Exchange  Act and
         does not have audited  financial  statements on which the Purchaser can
         rely;

                  (o) The Purchaser is an "accredited  investor" as that term is
         defined in Regulation D under the  Securities  Act, and has  truthfully
         and  accurately   completed  the  Accredited   Investor   Certification
         contained herein;

                  (p) The Purchaser:  (i) if a natural  person,  represents that
         the  Purchaser  has  reached  the  age of 21 and  has  full  power  and
         authority to execute and deliver this  Subscription  Agreement  and all
         other  related   agreements  or  certificates  and  to  carry  out  the
         provisions hereof and thereof; (ii) if a corporation,  partnership,  or
         limited liability company or partnership,  or association,  joint stock
         company, trust, unincorporated organization or other entity, represents
         that such entity was not formed for the  specific  purpose of acquiring
         the Securities, such entity is duly organized,  validly existing and in
         good  standing  under  the laws of the state of its  organization,  the
         consummation of the transactions  contemplated hereby is authorized by,
         and will not result in a violation of state law or its charter or other
         organizational  documents,  such entity has full power and authority to
         execute and deliver this  Subscription  Agreement and all other related
         agreements or certificates  and to carry out the provisions  hereof and
         thereof  and to  purchase  and hold  the  securities  constituting  the
         Securities,  the execution and delivery of this Subscription  Agreement
         has been duly  authorized by all necessary  action,  this  Subscription
         Agreement has been duly executed and delivered on behalf of such entity
         and is a legal,  valid and binding  obligation of such entity; or (iii)
         if  executing  this  Subscription  Agreement  in  a  representative  or
         fiduciary capacity,  represents that it has full power and authority to
         execute and deliver this Subscription Agreement in such capacity and on
         behalf of the subscribing individual, ward, partnership, trust, estate,


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<PAGE>


         corporation,  or limited  liability  company or  partnership,  or other
         entity for whom the Purchaser is executing this Subscription Agreement,
         and such individual,  partnership, ward, trust, estate, corporation, or
         limited  liability  company or  partnership,  or other  entity has full
         right and power to perform pursuant to this Subscription  Agreement and
         make  an  investment  in  the  Company,   and   represents   that  this
         Subscription   Agreement   constitutes  a  legal,   valid  and  binding
         obligation  of  such  entity.   The  execution  and  delivery  of  this
         Subscription  Agreement  will not  violate or be in  conflict  with any
         order, judgment, injunction, agreement or controlling document to which
         the Purchaser is a party or by which it is bound;

                  (q) The  Purchaser  and its  Advisors,  if any,  have  had the
         opportunity  to obtain any  additional  information,  to the extent the
         Company had such  information  in their  possession or could acquire it
         without  unreasonable  effort  or  expense,  necessary  to  verify  the
         accuracy  of the  information  contained  in  the  Memorandum  and  all
         documents  received or reviewed in connection  with the purchase of the
         Securities and have had the opportunity to have  representatives of the
         Company  provide them with such  additional  information  regarding the
         terms and  conditions of this  particular  investment and the financial
         condition, results of operations, business and prospects of the Company
         deemed relevant by the Purchaser or its Advisors,  if any, and all such
         requested  information,  to the extent the Company had such information
         in its  possession or could acquire it without  unreasonable  effort or
         expense,  has been  provided  by the  Company  in  writing  to the full
         satisfaction of the Purchaser and its Advisors, if any;

                  (r)  The   Purchaser   represents  to  the  Company  that  any
         information  which  the  undersigned  has  heretofore  furnished  or is
         furnishing  herewith to the Company is complete and accurate and may be
         relied  upon by the  Company  in  determining  the  availability  of an
         exemption from registration  under Federal and state securities laws in
         connection  with  the  offering  of  securities  as  described  in  the
         Memorandum.  The Purchaser further represents and warrants that it will
         notify and supply  corrective  information  to the Company  immediately
         upon  the  occurrence  of any  change  therein  occurring  prior to the
         Company's issuance of any of the Securities;

                  (s) The Purchaser has significant prior investment experience,
         including investment in non-listed and non-registered  securities.  The
         Purchaser is knowledgeable  about investment  considerations  in public
         companies and, in particular,  public companies traded Over the Counter
         in the "pink  sheets."  The  Purchaser  has a  sufficient  net worth to
         sustain a loss of its  entire  investment  in the  Company in the event
         such a  loss  should  occur.  The  Purchaser's  overall  commitment  to
         investments  which are not readily  marketable is not excessive in view
         of the  Purchaser's  net  worth  and  financial  circumstances  and the
         purchase of the  Securities  will not cause such  commitment  to become
         excessive. This investment is a suitable one for the Purchaser;

                  (t) The Purchaser is satisfied  that it has received  adequate
         information  with respect to all matters which it or its  Advisors,  if
         any, consider material to its decision to make this investment;

                  (u)  The   Purchaser   acknowledges   that  any  estimates  or
         forward-looking  statements or  projections  included in the Memorandum
         were prepared by the Company in


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<PAGE>


         good faith, but that the attainment of any such projections,  estimates
         or forward-looking statements cannot be guaranteed, will not be updated
         by the Company and should not be relied upon;

                  (v) No oral or written representations have been made, or oral
         or written  information  furnished by the Company,  to the Purchaser or
         its Advisors, if any, in connection with the offering of the Securities
         which are in any way inconsistent with the information contained in the
         Memorandum;

                  (w) Within five (5) days after  receipt of a request  from the
         Company,  the Purchaser will provide such  information and deliver such
         documents  as may  reasonably  be  necessary to comply with any and all
         laws and ordinances to which the Company is subject;

                  (x) The Purchaser's substantive  relationship with the Company
         or any broker  through  which the  Purchaser is  subscribing  for Notes
         predates the  Company's  or such  broker's  contact with the  Purchaser
         regarding an investment in the Notes;

                  (y) THE  SECURITIES  OFFERED  HEREBY HAVE NOT BEEN  REGISTERED
         UNDER THE SECURITIES  ACT OR THE SECURITIES  LAWS OF CERTAIN STATES AND
         ARE  BEING  OFFERED  AND  SOLD  IN  RELIANCE  ON  EXEMPTIONS  FROM  THE
         REGISTRATION REQUIREMENTS OF SAID ACT AND SUCH LAWS. THE SECURITIES ARE
         SUBJECT TO  RESTRICTIONS ON  TRANSFERABILITY  AND RESALE AND MAY NOT BE
         TRANSFERRED OR RESOLD EXCEPT AS PERMITTED  UNDER SAID ACT AND SUCH LAWS
         PURSUANT TO  REGISTRATION OR EXEMPTION  THEREFROM.  THE SECURITIES HAVE
         NOT  BEEN  APPROVED  OR  DISAPPROVED  BY  THE  COMMISSION,   ANY  STATE
         SECURITIES COMMISSION OR ANY OTHER REGULATORY  AUTHORITY,  NOR HAVE ANY
         OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS
         OFFERING  OR  THE   ACCURACY  OR  ADEQUACY  OF  THE   MEMORANDUM.   ANY
         REPRESENTATION TO THE CONTRARY IS UNLAWFUL;

                  (z) The Purchaser acknowledges that neither the Notes, nor any
         of the other Securities,  have been recommended by any Federal or state
         securities commission or regulatory authority.  In making an investment
         decision,  investors must rely on their own  examination of the Company
         and the terms of the Offering, including the merits and risks involved.
         Furthermore,  the foregoing authorities have not confirmed the accuracy
         or  determined  the  adequacy  of  this  Subscription  Agreement.   Any
         representation to the contrary is a criminal offense. The Notes and the
         other  Securities are subject to  restrictions on  transferability  and
         resale and may not be transferred  or resold except as permitted  under
         the Securities Act, and the applicable state securities laws,  pursuant
         to registration or exemption therefrom.  Investors should be aware that
         they will be required to bear the  financial  risks of this  investment
         for an indefinite period of time;

                  (aa) (FOR ERISA  PLANS ONLY) The  fiduciary  of the ERISA plan
         (the "PLAN")  represents  that such  fiduciary has been informed of and
         understands   the  Company's   investment   objectives,   policies  and
         strategies, and that the decision to invest "plan assets"


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<PAGE>


         (as such term is defined in ERISA) in the  Company is  consistent  with
         the provisions of ERISA that require diversification of plan assets and
         impose  other  fiduciary   responsibilities.   The  Purchaser  or  Plan
         fiduciary (a) is responsible for the decision to invest in the Company;
         (b) is  independent  of the Company and any of its  affiliates;  (c) is
         qualified  to make such  investment  decision;  and (d) in making  such
         decision,  the Purchaser or Plan fiduciary has not relied on any advice
         or recommendation of the Company or any of its affiliates; and

                  (bb) The Purchaser  hereby  represents,  warrants,  agrees and
         covenants to and with the Company that the Subscriber has not, directly
         and/or  indirectly,  previously had and/or  maintained and/or currently
         has, and/or in the future will not make or maintain a "short"  position
         in the Company's  securities and will not encourage  and/or  facilitate
         the same by any third party.

         6.  REPRESENTATIONS  AND WARRANTIES OF THE COMPANY.  The Company hereby
acknowledges, represents, warrants, and agrees as follows:

                  (a) Other than as expressly  disclosed in the Memorandum,  the
         Company does not own or control,  directly or indirectly,  any interest
         in any  other  corporation,  association  or other  business  entity (a
         "SUBSIDIARY" and collectively,  the "SUBSIDIARIES").  The Company owns,
         directly or  indirectly,  all of the capital  stock of each  Subsidiary
         free  and  clear  of any  material  lien,  charge,  security  interest,
         encumbrance, right of first refusal or other restriction (collectively,
         "LIENS"), and all the issued and outstanding shares of capital stock of
         each  Subsidiary are validly issued and are fully paid,  non-assessable
         and free of preemptive and similar rights.

                  (b) Each of the Company and the Subsidiaries is an entity duly
         incorporated  or  otherwise  organized,  validly  existing  and in good
         standing under the laws of the  jurisdiction  of its  incorporation  or
         organization  (as applicable),  with the requisite  corporate power and
         authority to own and use its  properties and assets and to carry on its
         business as currently conducted. Neither the Company nor any Subsidiary
         is in violation of any of the provisions of its respective  certificate
         or  articles  of  incorporation,  by-laws  or other  organizational  or
         charter  documents.  Each of the Company and the  Subsidiaries  is duly
         qualified  to conduct  business  and is in good  standing  as a foreign
         corporation or other entity in each jurisdiction in which the nature of
         the business conducted or property owned by it makes such qualification
         necessary,  except  where the  failure  to be so  qualified  or in good
         standing,  as the case  may be,  would  not  result  in (i) a  material
         adverse  effect on the  legality,  validity  or  enforceability  of the
         Notes,  any  other  Securities,   this  Subscription   Agreement,   the
         Registration  Rights Agreement  (collectively,  with the Memorandum the
         "TRANSACTION DOCUMENTS"), (ii) a material adverse effect on the results
         of operations,  assets,  business or financial condition of the Company
         and the  Subsidiaries,  taken as a whole,  or (iii) a material  adverse
         effect on the Company's ability to perform in any material respect on a
         timely basis its  obligations  under any  Transaction  Document (any of
         (i), (ii) or (iii), a "MATERIAL ADVERSE EFFECT").

                  (c)  The  Company  has  the  requisite   corporate  power  and
         authority to enter into and to consummate the transactions contemplated
         by each of the  Transaction  Documents  and  otherwise to carry out its
         obligations  thereunder.  The  execution  and  delivery  of each


                                       6
<PAGE>


         of the Transaction  Documents by the Company and the consummation by it
         of the transactions  contemplated  thereby have been duly authorized by
         all  necessary  action  on the  part  of  the  Company  and no  further
         corporate  action is required by the Company in  connection  therewith.
         Each  Transaction  Document has been (or upon  delivery will have been)
         duly executed by the Company and, when delivered in accordance with the
         terms hereof,  will constitute the valid and binding  obligation of the
         Company  enforceable  against the Company in accordance  with its terms
         except as limited by applicable bankruptcy, insolvency, reorganization,
         moratorium and other laws of general application  affecting enforcement
         of creditors' rights generally.

                  (d) The execution, delivery and performance of the Transaction
         Documents  by the  Company and the  consummation  by the Company of the
         transactions  contemplated  thereby,  do not and will not (i)  conflict
         with  or  violate  any  provision  of  the  Company's   Certificate  of
         Incorporation   or  by-laws   and  any  and  all   amendments   thereto
         (collectively,  the  "INTERNAL  DOCUMENTS"),  (ii)  conflict  with,  or
         constitute  a default (or an event that with notice or lapse of time or
         both  would  become a default)  under,  or give to others any rights of
         termination,  amendment,  acceleration or cancellation (with or without
         notice,  lapse of time or both)  of,  any  material  agreement,  credit
         facility,  debt or other instrument (evidencing a Company or Subsidiary
         debt or otherwise),  or other understanding to which the Company or any
         Subsidiary  is a party or by which any property or asset of the Company
         or any Subsidiary is bound or affected,  or (iii) result in a violation
         of any law, rule, regulation,  order, judgment,  injunction,  decree or
         other  restriction of any court or governmental  authority to which the
         Company  or a  Subsidiary  is  subject  (including  federal  and  state
         securities laws and regulations),  or by which any property or asset of
         the Company or a Subsidiary is bound or affected.

                  (e) The Company is not required to obtain any consent, waiver,
         authorization  or order of,  give any  notice to, or make any filing or
         registration  with, any court or other federal,  state,  local or other
         governmental authority or other individual or corporation, partnership,
         trust,  incorporated  or  unincorporated  association,  joint  venture,
         limited  liability  company,  joint stock  company,  government  (or an
         agency or subdivision thereof) or other entity of any kind (a "PERSON")
         in  connection  with the  execution,  delivery and  performance  by the
         Company of the  Transaction  Documents,  other than the filing with the
         Commission   of  the   Registration   Statement   (as  defined  in  the
         Registration Rights Agreement) and applicable Blue Sky filings.

                  (f) All of the Securities  have been duly authorized and, when
         issued and paid for in accordance with the Transaction Documents,  will
         be duly and  validly  issued,  fully paid and  nonassessable,  free and
         clear of all  Liens  and not  subject  to any  preemptive  rights.  The
         Company has reserved from its duly authorized capital stock such number
         of shares of Common  Stock so as to  permit  the full  issuance  of the
         Warrant Shares.

                  (g) Other than as expressly  disclosed in the  Memorandum  (i)
         there  are  no  outstanding  securities  of the  Company  or any of its
         Subsidiaries  which  contain  any  preemptive,  redemption  or  similar
         provisions,  nor is any  holder of  securities  of the  Company  or any
         Subsidiary  entitled to preemptive or similar rights arising out of any
         agreement or understanding with the Company or any Subsidiary by virtue
         of  any of the  Transaction  Documents,  and  there  are no  contracts,
         commitments, understandings or


                                       8
<PAGE>


         arrangements by which the Company or any of its  Subsidiaries is or may
         become  bound  to  redeem  a  security  of  the  Company  or any of its
         Subsidiaries;  (ii) the  Company  does not have any stock  appreciation
         rights or "phantom  stock" plans or  agreements  or any similar plan or
         agreement; and (iii) there are no outstanding options, warrants, script
         rights  to  subscribe  to,  calls  or   commitments  of  any  character
         whatsoever  relating  to,  or  securities,  except  as a result  of the
         purchase  and  sale  of  the  Securities,   or  rights  or  obligations
         convertible into or exchangeable for, or giving any Person any right to
         subscribe  for or acquire,  any shares of Common  Stock,  or contracts,
         commitments,  understandings,  or  arrangements by which the Company or
         any  Subsidiary  is or may become bound to issue  additional  shares of
         Common Stock, or securities or rights  convertible or exchangeable into
         shares of Common Stock.

                  (h) Except as expressly  disclosed in the Memorandum (i) there
         has been no event, occurrence or development that has had or that could
         reasonably be expected to result in a Material Adverse Effect, (ii) the
         Company  has not  incurred  any  material  liabilities  (contingent  or
         otherwise) other than (A) trade payables and accrued expenses  incurred
         in the ordinary  course of business  consistent  with past practice and
         (B) liabilities not required to be reflected in the Company's financial
         statements pursuant to GAAP or required to be disclosed in filings made
         with the  Commission,  (iii) the  Company has not altered its method of
         accounting  or the identity of its  auditors,  (iv) the Company has not
         declared  or  made   payment  or   distribution   of  any  dividend  or
         distribution  of cash or other  property to its holders of Common Stock
         or purchased, redeemed or made any agreements to purchase or redeem any
         shares of its  capital  stock and (v) the  Company  has not  issued any
         equity  securities  to  any  officer,  director  or  Affiliate,  except
         pursuant to existing Company stock option plans.

                  (i) Other than an ongoing  investigation by the Securities and
         Exchange  Commission  and pending or threatened  litigation  matters as
         disclosed in the Memorandum,  there is no action, suit, inquiry, notice
         of violation,  proceeding or investigation pending or, to the knowledge
         of the Company,  currently threatened against or affecting the Company,
         any Subsidiary or any of their respective  properties  before or by any
         court,   arbitrator,   governmental  or  administrative  agency  and/or
         regulatory  authority  (federal,  state,  county,  local  or  foreign),
         (collectively,  an  "ACTION")  which does  and/or  could (i)  adversely
         affects or challenges the legality,  validity or  enforceability of any
         of the Transaction Documents and/or the Securities or to consummate the
         transactions  contemplated  hereby or thereby or (ii)  could,  if there
         were an unfavorable decision,  have or reasonably be expected to result
         in, either individually or in the aggregate, a Material Adverse Effect.
         The Commission has not issued any stop order or other order  suspending
         the effectiveness of any registration statement filed by the Company or
         any Subsidiary  under the 1934 Act or the Securities Act. The foregoing
         includes,  without limitation,  actions,  pending or threatened (or any
         basis therefor known to the Company), involving the prior employment of
         any of the  Company's  employees,  their  use in  connection  with  the
         Company's   business  of  any   information  or  techniques   allegedly
         proprietary  to any of their  former  employers,  or their  obligations
         under any agreements with prior  employers.  The Company is not a party
         or subject to the provisions of any order, writ, injunction,  judgment,
         or decree of any court or government agency or instrumentality.


                                       9
<PAGE>


                  (j) No material  labor dispute  exists or, to the knowledge of
         the Company,  is imminent  with respect to any of the  employees of the
         Company  which  could  reasonably  be  expected to result in a Material
         Adverse Effect.

                  (k) Other than those certain demand notes issued to Pat Allin,
         as further  described  in the  Memorandum,  neither the Company nor any
         Subsidiary (i) is in default under or in violation of (and no event has
         occurred that has not been waived that, with notice or lapse of time or
         both,  would  result  in a default  by the  Company  or any  Subsidiary
         under),  nor has the  Company or any  Subsidiary  received  notice of a
         claim that it is in default  under or that it is in  violation  of, any
         indenture,  mortgage,  decree, lease, license, loan or credit agreement
         or any other agreement or instrument to which it is a party or by which
         it or any of its  properties  is bound  (whether or not such default or
         violation  has been  waived),  (ii) is in violation of any order of any
         court,  arbitrator  or  governmental  body,  or (iii) is or has been in
         violation  of any  statute,  rule  or  regulation  of any  governmental
         authority, including without limitation all foreign, federal, state and
         local laws  applicable to its  business,  except in the case of clauses
         (i), (ii) and (iii) as would not result in a Material  Adverse  Effect.
         Neither  the  Company  nor any of the  Subsidiaries  has  received  any
         written notice of any violation of or noncompliance  with, any federal,
         state,  local or  foreign  laws,  ordinances,  regulations  and  orders
         (including,   without  limitation,   those  relating  to  environmental
         protection,  occupational  safety and health,  federal securities laws,
         equal employment  opportunity,  consumer protection,  credit reporting,
         "truth-in-lending",  and warranties and trade practices)  applicable to
         its business or to the business of any Subsidiary, the violation of, or
         noncompliance  with,  which would have a materially  adverse  effect on
         either the Company's business or operations, or that of any Subsidiary,
         and the Company knows of no facts or set of  circumstances  which would
         give rise to such a notice. The execution, delivery, and performance of
         the  Transaction  Documents and the  consummation  of the  transactions
         contemplated  thereby  will not result in any such  violation  or be in
         conflict  with or  constitute,  with or without the passage of time and
         giving  of  notice,   either  a  default  under  any  such   provision,
         instrument,  judgment,  order,  writ,  decree or contract,  or an event
         which results in the creation of any lien,  charge, or encumbrance upon
         any assets of the Company or the  suspension,  revocation,  impairment,
         forfeiture,   or   nonrenewal   of  any   material   permit,   license,
         authorization,  or approval applicable to the Company,  its business or
         operations,  or any of its  assets or  properties,  except as would not
         reasonably be expected to have a Material Adverse Effect.

                  (l) The Company  and the  Subsidiaries  possess all  licenses,
         certificates,  authorizations  and  permits  issued by the  appropriate
         federal,  state, local or foreign regulatory  authorities  necessary to
         conduct  their  respective  businesses,  except  where the  failure  to
         possess such permits would not have or reasonably be expected to result
         in a Material Adverse Effect ("MATERIAL PERMITS"),  and believes it can
         obtain,  without undue burden or expense, any similar authority for the
         conduct of its  business  as planned to be  conducted,  and neither the
         Company  nor any  Subsidiary  has  received  any notice of  proceedings
         relating to the revocation or modification of any Material Permit.

                  (m) Other than as expressly  disclosed in the Memorandum,  the
         Company owns its  property and assets free and clear of all  mortgages,
         liens, loans, pledges, security interests, claims, equitable interests,
         charges, and encumbrances, except such


                                       10
<PAGE>


         encumbrances  and liens which arise in the ordinary  course of business
         and do not  materially  impair the  Company's  ownership or use of such
         property or assets.  With respect to the property and assets it leases,
         the Company is in compliance in all material  respects with such leases
         and, to its  knowledge,  holds a valid  leasehold  interest free of any
         liens, claims, or encumbrances.

                  (n) The Company and its Subsidiaries  own, or possess adequate
         rights or licenses to use all trademarks,  trade names,  service marks,
         service mark  registrations,  service  names,  patents,  patent rights,
         copyrights,     inventions,    licenses,    approvals,     governmental
         authorizations,  trade  secrets and rights  necessary to conduct  their
         respective  businesses  as now  conducted,  the  lack  of  which  could
         reasonably be expected to have a Material  Adverse Effect.  The Company
         and its  Subsidiaries do not have any knowledge of any  infringement by
         the  Company or its  Subsidiaries  of  trademarks,  trade name  rights,
         patents,  patent  rights,  copyrights,  inventions,  licenses,  service
         names,  service  marks,  service mark  registrations,  trade secrets or
         other similar rights of others,  or of any such  development of similar
         or identical  trade secrets or technical  information  by others and no
         claim, action or proceeding has been made or brought against, or to the
         Company's  knowledge,  has been threatened against,  the Company or its
         Subsidiaries regarding trademarks,  trade name rights,  patents, patent
         rights, inventions, copyrights, licenses, service names, service marks,
         service mark registrations, trade secrets or other infringement, except
         where  such  infringement,   claim,  action  or  proceeding  would  not
         reasonably be expected to have either  individually or in the aggregate
         a Material  Adverse  Effect.  The  Company is not aware that any of its
         employees,  officers,  or consultants  are obligated under any contract
         (including licenses,  covenants, or commitments of any nature) or other
         agreement, or subject to any judgment, decree, or order of any court or
         administrative  agency,  that  would  interfere  with  the  use of such
         employee's,  officer's, or consultant's commercially reasonable efforts
         to promote the interests of the Company or that would conflict with the
         Company's business as conducted.  Neither the execution nor delivery of
         the  Transaction  Documents,  nor  the  carrying  on of  the  Company's
         business by the  employees of the Company,  as is presently  conducted,
         nor the  conduct of the  Company's  business,  will,  to the  Company's
         knowledge,   conflict  with  or  result  in  a  breach  of  the  terms,
         conditions,  or  provisions  of, or  constitute  a default  under,  any
         contract,  covenant,  or instrument  under which any of such employees,
         officers or consultants are now obligated.

                  (o) The  Company  has not entered  into  agreement  to pay any
         brokerage or finder's fees or commissions to any person including,  but
         not limited to, any broker,  financial  advisor or consultant,  finder,
         placement agent,  investment banker,  bank or other Person with respect
         to  the  transactions  contemplated  by  this  Agreement,   other  than
         introducing brokers as further described in the Memorandum.

                  (p) Assuming the accuracy of the  Purchaser's  representations
         and  warranties   set  forth  in  this   Subscription   Agreement,   no
         registration  under the  Securities  Act is required  for the offer and
         sale of the securities by the Company to the Purchaser as  contemplated
         hereby.


                                       11
<PAGE>


                  (q)  The  Company  is  not,  and is not an  affiliate  of,  an
         "investment  company" within the meaning of the Investment  Company Act
         of 1940, as amended.

                  (r)  Neither  the  Company,  its  Subsidiaries,  any of  their
         affiliates  nor any person acting on their  behalf,  has engaged in any
         form of general solicitation or general advertising (within the meaning
         of Regulation D under the Securities  Act) in connection with the offer
         or sale of any of the Securities.

                  (s)  Other  than as  expressly  disclosed  in the  Memorandum,
         neither the Company, its Subsidiaries,  any of their affiliates nor any
         person  acting on 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 require registration of any of
         the  Securities  under the  Securities  Act or cause the Offering to be
         integrated  with prior  offerings  by the Company  for  purposes of the
         Securities  Act  or any  applicable  stockholder  approval  provisions,
         including  without  limitation,  under the rules and regulations of any
         exchange or automated  quotation  system on which any of the securities
         of the  Company  are listed or  designated.  None of the  Company,  its
         Subsidiaries,  their  affiliates  and any person acting on their behalf
         will take any action or steps  referred  to in the  preceding  sentence
         that would  require  registration  of any of the  Securities  under the
         Securities  Act or cause  the  Offering  to be  integrated  with  other
         offerings.

                  (t) Except for fiscal  years 2003 and 2004 (which  returns are
         being  prepared by the Company's  current  independent  auditors),  the
         Company and each of its  Subsidiaries has made or filed all federal and
         state  income  and all  other tax  returns,  reports  and  declarations
         required by any  jurisdiction  to which it is subject,  except when the
         failure to do so would not have a Material Adverse Effect, and has paid
         all taxes and  other  governmental  assessments  and  charges  that are
         material  in amount,  shown or  determined  to be due on such  returns,
         reports and declarations otherwise due and payable,  except those being
         contested  in good  faith and has set aside on its  books  reserves  in
         accordance with GAAP  reasonably  adequate for the payment of all taxes
         for periods subsequent to the periods to which such returns, reports or
         declarations  apply.  There are no unpaid taxes in any material  amount
         claimed to be due by the taxing authority of any jurisdiction,  and the
         officers  of the  Company  know of no  basis  for any such  claim.  The
         Company  has not  executed  a waiver  with  respect  to the  statute of
         limitations  relating to the  assessment  or collection of any foreign,
         federal,  statue or local tax. To the Company's knowledge,  none of the
         Company's  tax  returns  is  presently  being  audited  by  any  taxing
         authority.

                  (u) Except as expressly  disclosed in the Memorandum,  (i) the
         Company is not indebted in excess of $20,000,  directly or  indirectly,
         to any of its employees,  officers or directors or to their  respective
         spouses or children,  in any amount whatsoever other than in connection
         with  accrued  but unpaid  salary  payments,  expenses  or  advances of
         expenses  incurred in the  ordinary  course of  business or  relocation
         expenses  of  employees,  officers  and  directors,  nor is the Company
         contemplating such indebtedness as of the date of this Agreement,  (ii)
         to the  Company's  knowledge,  none  of  said  employees,  officers  or
         directors,  or any member of their immediate  families,  is directly or
         indirectly  indebted to the  Company  (other  than in  connection  with
         purchases of the Company's stock) or have


                                       12
<PAGE>


         any direct or indirect  ownership  interest in any firm or  corporation
         with which the  Company is  affiliated  or with which the Company has a
         business  relationship  or any firm or corporation  which competes with
         the Company,  nor is the Company  contemplating such indebtedness as of
         the date of this Agreement, except that employees,  officers, directors
         and/or  shareholders  of the Company  may own stock in publicly  traded
         companies  (not  in  excess  of 1% of  the  outstanding  capital  stock
         thereof)  which may directly  compete with the Company and (iii) to the
         Company's knowledge, no employee, shareholder,  officer or director, or
         any member of their  immediate  families,  is,  directly or indirectly,
         interested in any material contract with the Company, nor does any such
         person own,  directly or indirectly,  in whole or in part, any material
         tangible or intangible  property that the Company uses or  contemplates
         using in the conduct of its business. The Company is not a guarantor or
         indemnitor of any indebtedness of any other Person.

                  (v) If the  Offering  is  conducted  in  accordance  with  the
         Transaction  Documents and the  Memorandum,  neither the sale of any of
         the  Securities  by the Company  hereunder  nor its use of the proceeds
         thereof will violate the Trading with the Enemy Act, as amended, or any
         of the foreign assets control regulations of the United States Treasury
         Department (31 CFR,  Subtitle B, Chapter V, as amended) or any enabling
         legislation or executive order relating  thereto.  Without limiting the
         foregoing,  neither the Company  nor any of its  Subsidiaries  (a) is a
         person whose property or interests in property are blocked  pursuant to
         Section 1 of  Executive  Order 13224 of  September  23,  2001  Blocking
         Property and Prohibiting Transactions With Persons Who Commit, Threaten
         to Commit,  or Support  Terrorism  (66 Fed.  Reg.  49079 (2001)) or (b)
         engages in any dealings or  transactions,  or is otherwise  associated,
         with  any  such  person.  The  Company  and  its  Subsidiaries  are  in
         compliance  with  the  anti-money  laundering  requirements  of the USA
         Patriot Act of 2001 (signed into law October 26, 2001).

         7.  INDEMNIFICATION.  The Purchaser  hereby  expressly and  irrevocably
agrees to indemnify  and hold harmless the Company,  and each of its  respective
officers,   directors,   employees,   agents,  attorneys,  control  persons  and
affiliates from and against all losses,  liabilities,  claims,  damages,  costs,
fees  and  expenses  whatsoever  (including,  but not  limited  to,  any and all
expenses  incurred  in   investigating,   preparing  or  defending  against  any
litigation  commenced or threatened)  based upon or arising out of any actual or
alleged false  acknowledgment,  representation or warranty, or misrepresentation
or omission to state a material fact, or breach by the Purchaser of any covenant
or agreement made by the Purchaser herein or in any other document  delivered in
connection with this Subscription Agreement.

         8.  IRREVOCABILITY;  BINDING EFFECT. The Purchaser hereby  acknowledges
and agrees that the  subscription  hereunder is  irrevocable  by the  Purchaser,
except as required by applicable law, and that this Subscription  Agreement will
survive the death or  disability  of the  Purchaser and will be binding upon and
inure to the benefit of the parties and their heirs, executors,  administrators,
successors,  legal  representatives,  and permitted assigns. If the Purchaser is
more than one person,  the obligations of the Purchaser  hereunder will be joint
and several and the agreements, representations,  warranties and acknowledgments
herein  will be deemed to be made by and be  binding  upon each such  person and
such   person's   heirs,   executors,    administrators,    successors,    legal
representatives and permitted assigns.


                                       13
<PAGE>


         9.  MODIFICATION.  This Subscription  Agreement will not be modified or
waived except by an  instrument in writing  signed by the party against whom any
such modification or waiver is sought.

         10. NOTICES. Any notice or other communication required or permitted to
be given  hereunder  will be in writing  and will be mailed by  certified  mail,
return receipt  requested,  or delivered against receipt to the party to whom it
is to be given (a) if to the  Company,  at the address set forth above or (b) if
to the Purchaser,  at the address set forth on the signature page hereof (or, in
either case, to such other  address as the party will have  furnished in writing
in  accordance  with the  provisions  of this  SECTION  10). Any notice or other
communication  given  by  certified  mail  will be  deemed  given at the time of
certification thereof, except for a notice changing a party's address which will
be deemed given at the time of receipt thereof.

         11.  ASSIGNABILITY.   This  Subscription   Agreement  and  the  rights,
interests and  obligations  hereunder are not  transferable or assignable by the
Purchaser  and the  transfer or  assignment  of the Notes,  the  Warrants or the
Warrant Shares will be made only in accordance with all applicable laws.

         12. APPLICABLE LAW. This Subscription Agreement will be governed by and
construed under the laws of the State of New York as applied to agreements among
New York residents  entered into and to be performed  entirely  within New York.
Each of the parties  hereto (1) agree that any legal suit,  action or proceeding
arising out of or relating to this Agreement will be instituted exclusively in a
federal or state court  located in the County of Cook,  State of  Illinois,  (2)
waive any objection to the venue of any such suit, action or proceeding, and (3)
irrevocably  consent to the  jurisdiction of the federal or state courts located
in the County of Cook, State of Illinois in any such suit, action or proceeding.
Each of the parties hereto further agrees to accept and  acknowledge  service of
any and all process  which may be served in any such suit,  action or proceeding
in the federal or state courts located in the County of Cook,  State of Illinois
and agree  that  service  of  process  upon it mailed by  certified  mail to its
address will be deemed in every respect effective service of process upon it, in
any such suit,  action or  proceeding.  THE PARTIES  HERETO AGREE TO WAIVE THEIR
RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING  OUT OF  THIS  SUBSCRIPTION  AGREEMENT  OR  ANY  DOCUMENT  OR  AGREEMENT
CONTEMPLATED HEREBY.

         13. BLUE SKY  QUALIFICATION.  The purchase of the Securities under this
Subscription   Agreement  is  expressly  conditioned  upon  the  exemption  from
qualification  of the offer and sale of the Securities from  applicable  Federal
and state  securities  laws.  The Company  will not be required to qualify  this
transaction   under  the  securities  laws  of  any  jurisdiction   and,  should
qualification  be  necessary,  the  Company  will be  released  from any and all
obligations to maintain its offer, and may rescind any sale  contracted,  in the
jurisdiction.


                                       14
<PAGE>


         14. USE OF  PRONOUNS.  All  pronouns  and any  variations  thereof used
herein will be deemed to refer to the masculine,  feminine,  neuter, singular or
plural as the identity of the person or persons referred to may require.

         15.  CONFIDENTIALITY.  The Purchaser  acknowledges  and agrees that any
information  or data the Purchaser  has acquired from or about the Company,  not
otherwise  properly  in the public  domain,  was  received  in  confidence.  The
Purchaser  agrees not to  divulge,  communicate  or  disclose,  except as may be
required by law or for the performance of this Subscription Agreement, or use to
the  detriment of the Company or for the benefit of any other person or persons,
or misuse in any way, any confidential information of the Company, including any
scientific,  technical,  trade  or  business  secrets  of the  Company  and  any
scientific,  technical,  trade or  business  materials  that are  treated by the
Company as confidential or  proprietary,  including,  but not limited to, ideas,
discoveries,  inventions, developments and improvements belonging to the Company
and  confidential  information  obtained  by or  given to the  Company  about or
belonging to third parties.

         16. MISCELLANEOUS.

                  (a) This Subscription Agreement,  together with the Notes, the
         Warrants and the Registration  Rights Agreement,  constitute the entire
         agreement  between the  Purchaser  and the Company  with respect to the
         subject   matter  hereof  and  supersede  all  prior  oral  or  written
         agreements and  understandings,  if any, relating to the subject matter
         hereof. The terms and provisions of this Subscription  Agreement may be
         waived,  or consent  for the  departure  therefrom  granted,  only by a
         written document executed by the party entitled to the benefits of such
         terms or provisions.

                  (b) Each of the Purchaser's and the Company's  representations
         and  warranties  made in this  Subscription  Agreement will survive the
         execution  and  delivery  hereof and delivery of the Notes and Investor
         Warrants  for a period  of  twenty-four  (24)  months  from the date of
         issuance.

                  (c)  Each of the  parties  hereto  will  pay its own  fees and
         expenses (including the fees of any attorneys, accountants,  appraisers
         or others engaged by such party) in connection  with this  Subscription
         Agreement and the transactions  contemplated  hereby whether or not the
         transactions contemplated hereby are consummated.

                  (d) This Subscription Agreement may be executed manually or by
         facsimile  signature in two or more  counterparts each of which will be
         deemed an original,  but all of which will together  constitute one and
         the same instrument.

                  (e) Each  provision  of this  Subscription  Agreement  will be
         considered separable and, if for any reason any provision or provisions
         hereof are determined to be invalid or contrary to applicable law, such
         invalidity or illegality will not impair the operation of or affect the
         remaining portions of this Subscription Agreement.

                  (f)  Paragraph  titles are for  descriptive  purposes only and
         will not control or alter the meaning of this Subscription Agreement as
         set forth in the text.


                                       15
<PAGE>


         17. OMNIBUS SIGNATURE PAGE. This Subscription  Agreement is intended to
be read and construed in conjunction  with the  Registration  Rights  Agreement.
Accordingly, pursuant to the terms and conditions of this Subscription Agreement
and such  related  agreements  it is hereby  agreed  that the  execution  by the
Purchaser of this Subscription  Agreement,  in the place set forth herein,  will
constitute  agreement  to be bound by the terms and  conditions  hereof  and the
terms and conditions of the Registration Rights Agreement,  with the same effect
as if each of such separate, but related agreement, were separately signed.


                        [REMAINDER OF THIS PAGE IS BLANK]


                                       16
<PAGE>


                              PATRON SYSTEMS, INC.
                            OMNIBUS SIGNATURE PAGE TO
            SUBSCRIPTION AGREEMENT AND REGISTRATION RIGHTS AGREEMENT


         PURCHASER  HEREBY  ELECTS  TO  PURCHASE   $________________   AGGREGATE
         PRINCIPAL AMOUNT OF NOTES (NOTE: TO BE COMPLETED BY THE PURCHASER).

         Date (NOTE: To be completed by the Purchaser): __________________, 2005

         If the Purchaser is an  INDIVIDUAL,  and if purchased as JOINT TENANTS,
         as TENANTS IN COMMON, or as COMMUNITY PROPERTY:

         ----------------------------      ------------------------------
         PRINT NAME(S)                     SOCIAL SECURITY NUMBER(S)

         ---------------------------       ------------------------------
         SIGNATURE(S) OF PURCHASER(S)      SIGNATURE

         ----------------------------      ------------------------------
         DATE                              ADDRESS

         If the  Purchaser  is a  PARTNERSHIP,  CORPORATION,  LIMITED  LIABILITY
         COMPANY or TRUST:

         ----------------------------      ------------------------------
         NAME OF PARTNERSHIP,              FEDERAL TAXPAYER
         CORPORATION, LIMITED              IDENTIFICATION NUMBER
         LIABILITY COMPANY OR TRUST

         BY:_________________________      ______________________________
               NAME:                       STATE OF ORGANIZATION
               TITLE:

         ----------------------------      ------------------------------
         DATE                              ADDRESS



PATRON SYSTEMS, INC.



By:    __________________________
       AUTHORIZED OFFICER


                                       17
<PAGE>


                              PATRON SYSTEMS, INC.
                        ACCREDITED INVESTOR CERTIFICATION

                          FOR INDIVIDUAL INVESTORS ONLY
                  (ALL INDIVIDUAL INVESTORS MUST INITIAL WHERE
    APPROPRIATE. WHERE THERE ARE JOINT INVESTORS BOTH PARTIES MUST INITIAL):

INITIAL  _______  I certify that I have a net worth (including home, furnishings
                  and automobiles) of at least $1 million either individually or
                  through  aggregating my individual holdings and those in which
                  I have a joint,  community  property or other  similar  shared
                  ownership interest with my spouse.

INITIAL _______   I certify  that I have had an annual gross income for the past
                  two years of at least  $200,000 (or  $300,000  jointly with my
                  spouse) and expect my income (or joint income, as appropriate)
                  to reach the same level in the current year.

INITIAL _______   I certify that I am a director or executive  officer of Patron
                  Systems, Inc. (the "COMPANY").

                          FOR NON-INDIVIDUAL INVESTORS
         (ALL NON-INDIVIDUAL INVESTORS MUST INITIAL WHERE APPROPRIATE):

INITIAL _______   The   undersigned   certifies   that  it  is  a   partnership,
                  corporation,  limited liability company or business trust that
                  is 100% owned by persons who meet either of the  criteria  for
                  Individual Investors, above.

INITIAL _______   The   undersigned   certifies   that  it  is  a   partnership,
                  corporation,  limited liability company or business trust that
                  has total assets of at least $5 million and was not formed for
                  the purpose of investing in the Company.

INITIAL _______   The undersigned  certifies that it is an employee benefit plan
                  whose  investment  decision  is made by a plan  fiduciary  (as
                  defined in ERISA  ss.3(21))  that is a bank,  savings and loan
                  association,   insurance  company  or  registered   investment
                  adviser.

INITIAL _______   The undersigned  certifies that it is an employee benefit plan
                  whose total  assets  exceed  $5,000,000  as of the date of the
                  Subscription Agreement.

INITIAL _______   The undersigned certifies that it is a self-directed  employee
                  benefit  plan whose  investment  decisions  are made solely by
                  persons  who  meet  either  of  the  criteria  for  Individual
                  Investors, above.

INITIAL _______   The undersigned certifies that it is a U.S. bank, U.S. savings
                  and loan association or other similar U.S.  institution acting
                  in its individual or fiduciary capacity.

INITIAL _______   The   undersigned   certifies  that  it  is  a   broker-dealer
                  registered pursuant to ss.15 of the Securities Exchange Act of
                  1934.

INITIAL _______   The undersigned certifies that it is an organization described
                  in ss.501(c)(3) of the Internal Revenue Code with total assets
                  exceeding  $5,000,000 and not formed for the specific  purpose
                  of investing in the Company.


                                       18
<PAGE>


INITIAL _______   The undersigned certifies that it is a trust with total assets
                  of at least $5,000,000, not formed for the specific purpose of
                  investing in the Company,  and whose purchase is directed by a
                  person with such  knowledge  and  experience  in financial and
                  business  matters that he is capable of evaluating  the merits
                  and risks of the prospective investment.

INITIAL _______   The  undersigned  certifies that it is a plan  established and
                  maintained  by a state or its political  subdivisions,  or any
                  agency or  instrumentality  thereof,  for the  benefit  of its
                  employees, and which has total assets in excess of $5,000,000.

INITIAL _______   The undersigned  certifies that it is an insurance  company as
                  defined  in  ss.2(a)(13)  of the  Securities  Act of 1933,  as
                  amended, or a registered investment company.


                                       19
<PAGE>


                              PATRON SYSTEMS, INC.
                                INVESTOR PROFILE
                         (MUST BE COMPLETED BY INVESTOR)

                    SECTION A - PERSONAL INVESTOR INFORMATION

Investor Name(s): ______________________________________________________________

Individual executing Profile or Trustee: _______________________________________

Social Security Numbers / Federal I.D. Number: _________________________________

Date of Birth: _________________            Marital Status: _________________

Joint Party Date of Birth:_________________
Investment Experience (Years): ___________

Annual Income: _________________
Liquid Net Worth:_____________

Net Worth: ________________

Investment Objectives (CIRCLE ONE OR MORE):  Long Term Capital Appreciation,
                                             Short Term Trading, Businessman's
                                             Risk, Income, Safety of Principal,
                                             Tax Exempt Income or other
Home Street Address: ___________________________________________________________

Home City, State & Zip Code: ___________________________________________________

Home Phone: ________________________ Home Fax: ________________________

Home Email: _______________________________

Employer: ______________________________________________________________________

Employer Street Address: _______________________________________________________

Employer City, State & Zip Code: _______________________________________________

Bus. Phone: __________________________ Bus. Fax: __________________________

Bus. Email: ________________________________

Type of Business: ______________________________________________________________


                                       20
<PAGE>


              SECTION B - FORM OF PAYMENT - CHECK OR WIRE TRANSFER


____ Check payable to "PATRON SYSTEMS, INC."
____ Wire funds from my outside account according to the "To subscribe for Notes
     in the private offering of PATRON SYSTEMS, Inc." page (page "i")
____ The funds for this investment are rolled over, tax deferred from __________
     within the allowed 60-day window

Please check if you are a NASD member or affiliate of a NASD member firm: ______

INVESTOR SIGNATURE ____________________________________      DATE_______________


                                       21
<PAGE>


                                   MEMORANDUM
                           WIRE TRANSFER AUTHORIZATION

           TO:            Authorized Representative
                          [Insert Account Holder]

           RE:            Client Wire Transfer Authorization
                          PATRON SYSTEMS, INC.


           DATE:          ________________

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

           This memorandum authorizes the transfer of the following listed funds
from my account as follows:

           Account #          ______________________

           Wire Amount       $______________________


                             ACCT. NAME:   PATRON SYSTEMS, INC.
                             ABA NUMBER:   _________________________
                             A/C NUMBER:   _________________________

                          REFERENCE:

                          SUBSCRIBER LEGAL NAME
                          ______________________________________________________

                          TAX ID NUMBER
                          ______________________________________________________

                          SUBSCRIBER ADDRESS
                          ______________________________________________________

           FBO:                 ________________________________________________

           Investment Title:    ________________________________________________

           Signature:           ________________________________________________

           Signature:           ________________________________________________
                                              (Joint Signature)



                                       22