Exhibit 10.2

To:      SAFETEK INTERNATIONAL, INC.
         5509 11TH Avenue
         Brooklyn, NY 11219


                           SAFETEK INTERNATIONAL, INC.
        REGULATION S SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION

                                   SECTION 1.

                  1.1  Subscription.  The  undersigned,  intending to be legally
bound,  hereby  irrevocably  subscribes  for and agrees to purchase  ___________
shares  (the  "Shares")  of  common  stock  (the  "Common   Stock")  of  Safetek
International,  Inc.,  a Delaware  corporation  (the  "Company")  in an offshore
transaction negotiated outside the U.S. and to be consummated and closed outside
the U.S.

                  The Shares are  pursuant to a private  placement of the Common
Stock of the Company  pursuant to Regulation S promulgated  under the Securities
Act of 1933, as amended (the "Securities Act").

                  1.2      Purchase of Shares.

                  The undersigned understands and acknowledges that the purchase
price to be remitted to the  Company in  exchange  for the Shares  shall be ____
dollars ($_____). The Company shall deliver the Shares to the undersigned within
10 days of the acceptance of this Subscription Agreement by the Company.

                  1.3      Acceptance or Rejection.

                  (a) The  undersigned  understands  and agrees that the Company
reserves  the  right to  reject  this  subscription  for the  Shares  if, in its
reasonable  judgment,  it deems such action in the best interest of the Company,
at  any  time  prior  to  the  Closing,  notwithstanding  prior  receipt  by the
undersigned of notice of acceptance of the undersigned's subscription.

                  (b)  The   undersigned   understands   and  agrees   that  its
subscription for the Shares is irrevocable.

                  (c) In the event the sale of the Shares  subscribed for by the
undersigned  is not  consummated  by the  Company for any reason (in which event
this Subscription  Agreement shall be deemed to be rejected),  this Subscription
Agreement and any other  agreement  entered into between the undersigned and the
Company relating to this  subscription  shall thereafter have no force or effect
and the Company shall promptly return or cause to be returned to the undersigned
the purchase price remitted to the Company by the undersigned,  without interest
thereon or deduction therefrom, in exchange for the Shares.


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                                   SECTION 2.

                  2.1      Closing

                  The closing  (the  "Closing")  of the purchase and sale of the
Shares,  simultaneously  with the acceptance by the Company of the undersigned's
subscription,  as evidenced  by the  Company's  execution  of this  Subscription
Agreement.

                                   SECTION 3.

                  3.1      Investor Representations and Warranties.

                  The undersigned hereby  acknowledges,  represents and warrants
to, and agrees with, the Company and its affiliates as follows:

                  (a)  The  undersigned  is  acquiring  the  Shares  for his own
account as principal,  not as a nominee or agent, for investment  purposes only,
and not  with a view  to,  or for,  resale,  distribution  or  fractionalization
thereof  in  whole  or in part and no other  person  has a  direct  or  indirect
beneficial  interest  in  such  Shares  or any  portion  thereof.  Further,  the
undersigned  does not have any contract,  undertaking,  agreement or arrangement
with any person to sell,  transfer or grant  participations to such person or to
any third  person,  with  respect  to the Shares  for which the  undersigned  is
subscribing or any part of the Shares.

                  (b) The undersigned has full power and authority to enter into
this  Agreement,  the  execution  and delivery of this  Agreement  has been duly
authorized,  if applicable,  and this Agreement  constitutes a valid and legally
binding obligation of the undersigned.

                  (c) The  undersigned  is not  subscribing  for the Shares as a
result  of  or  subsequent  to  any  advertisement,  article,  notice  or  other
communication published in any newspaper, magazine or similar media or broadcast
over  television  or radio,  or  presented  at any  seminar or  meeting,  or any
solicitation of a subscription by person previously not known to the undersigned
in connection with investment securities generally.

                  (d) The  undersigned  understands  that,  except  as set forth
herein,  the Company is under no  obligation  to register  the Shares  under the
Securities  Act, or to assist the  undersigned  in complying with the Securities
Act or the  securities  laws of any state of the United States or of any foreign
jurisdiction.


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<PAGE>

                  (e) The undersigned is (i)  experienced in making  investments
of the kind described in this Agreement and the related documents, (ii) able, by
reason of the business and  financial  experience of its officers (if an entity)
and professional advisors (who are not affiliated with or compensated in any way
by the Company or any of its affiliates or selling  agents),  to protect its own
interests in connection with the transactions  described in this Agreement,  and
the  related  documents,  and  (iii)  able  to  afford  the  entire  loss of its
investment in the Shares.

                  (f) The undersigned  acknowledges his  understanding  that the
offering and saleof the Shares is intended to be exempt from registration  under
the  Securities  Act.  In  furtherance   thereof,   in  addition  to  the  other
representations  and warranties of the undersigned made herein,  the undersigned
further  represents  and  warrants  to and  agrees  with  the  Company  and  its
affiliates as follows:

                  (i)      The  undersigned  realizes  that  the  basis  for the
                           exemption may not be present if, notwithstanding such
                           representations,  the  undersigned has in mind merely
                           acquiring  the  Shares  for a fixed  or  determinable
                           period in the future,  or for a market  rise,  or for
                           sale if the  market  does not rise.  The  undersigned
                           does not have any such intention;

                  (ii)     The undersigned has the financial ability to bear the
                           economic risk of his  investment,  has adequate means
                           for  providing  for his  current  needs and  personal
                           contingencies  and has no  need  for  liquidity  with
                           respect to his investment in the Company; and

                  (iii)    The  undersigned has such knowledge and experience in
                           financial  and  business  matters as to be capable of
                           evaluating  the merits  and risks of the  prospective
                           investment  in  the  Shares.   The  undersigned  also
                           represents it has not been  organized for the purpose
                           of acquiring the Shares; and

                  (iv)     The  undersigned has been provided an opportunity for
                           a reasonable  period of time prior to the date hereof
                           to  obtain  additional   information  concerning  the
                           offering  of the  Shares,  the  Company and all other
                           information to the extent the Company  possesses such
                           information  or can  acquire it without  unreasonable
                           effort or expense.

                  (v)      The  undersigned  has  carefully  reviewed all of the
                           Company's  filings under the Securities  Exchange Act
                           of 1934, as amended (the "Exchange Act").

                  (g) The  undersigned  is not  relying on the  Company,  or its
affiliates  or agents with respect to economic  considerations  involved in this
investment. The undersigned has relied solely on its own advisors.

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<PAGE>

                  (h) No  representations  or  warranties  have been made to the
undersigned  by the  Company,  or any  officer,  employee,  agent,  affiliate or
subsidiary  of the  Company,  other  than  the  representations  of the  Company
contained  herein,  and in subscribing for Shares the undersigned is not relying
upon any representations other than those contained herein.

                  (i)  Compliance  with  Local  Laws.  Any  resale of the Shares
during  the  `distribution  compliance  period'  as  defined  in Rule  902(f) to
Regulation S shall only be made in compliance with exemptions from  registration
afforded  by  Regulation  S.  Further,  any  such  sale  of  the  Shares  in any
jurisdiction  outside of the United States will be made in  compliance  with the
securities  laws of such  jurisdiction.  The Investor  will not offer to sell or
sell the Shares in any  jurisdiction  unless the  Investor  obtains all required
consents, if any.

                  (j) Regulation S Exemption.  The undersigned  understands that
the Shares are being  offered and sold to him in reliance on an  exemption  from
the registration requirements of United States federal and state securities laws
under Regulation S promulgated  under the Securities Act and that the Company is
relying  upon  the  truth  and  accuracy  of  the  representations,  warranties,
agreements,  acknowledgments and understandings of the Investor set forth herein
in order to determine the  applicability  of such exemptions and the suitability
of the  Investor  to  acquire  the  Shares.  In  this  regard,  the  undersigned
represents, warrants and agrees that:

            1.    The undersigned is not a U.S. Person (as defined below) and is
                  an affiliate  (as defined in Rule 501(b) under the  Securities
                  Act) of the  Company and is not  acquiring  the Shares for the
                  account or benefit of a U.S.  Person.  A U.S. Person means any
                  one of the following:

                  o     any  natural  person  resident  in the United  States of
                        America;

                  o     any partnership or corporation organized or incorporated
                        under the laws of the United States of America;

                  o     any estate of which any executor or  administrator  is a
                        U.S. person;

                  o     any trust of which any trustee is a U.S. person;

                  o     any agency or branch of a foreign  entity located in the
                        United States of America;

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<PAGE>

                  o     any non-discretionary  account or similar account (other
                        than an  estate  or  trust)  held by a  dealer  or other
                        fiduciary for the benefit or account of a U.S. person;

                  o     any discretionary account or similar account (other than
                        an estate or trust) held by a dealer or other  fiduciary
                        organized,  incorporated or (if an individual)  resident
                        in the United States of America;  and o any  partnership
                        or corporation if:

                           (A) organized or  incorporated  under the laws of any
                  foreign jurisdiction; and

                           (B)  formed  by a U.S.  person  principally  for  the
                  purpose of investing in securities  not  registered  under the
                  Securities  Act, unless it is organized or  incorporated,  and
                  owned,  by  accredited  investors  (as  defined in Rule 501(a)
                  under the Securities Act) who are not natural persons, estates
                  or trusts.

            2.    At the time of the  origination  of  contact  concerning  this
                  Agreement  and the date of the  execution and delivery of this
                  Agreement, the undersigned was outside of the United States.

            3.    The undersigned will not, during the period  commencing on the
                  date  of  issuance  of the  Shares  and  ending  on the  first
                  anniversary  of such date,  or such  shorter  period as may be
                  permitted by Regulation S or other  applicable  securities law
                  (the "Restricted  Period"),  offer,  sell, pledge or otherwise
                  transfer the Shares in the United States,  or to a U.S. Person
                  for  the  account  or for the  benefit  of a U.S.  Person,  or
                  otherwise  in  a  manner  that  is  not  in  compliance   with
                  Regulation S.

            4.    The  undersigned  will,  after  expiration  of the  Restricted
                  Period,  offer,  sell, pledge or otherwise transfer the Shares
                  only pursuant to  registration  under the Securities Act or an
                  available  exemption  therefrom  and, in  accordance  with all
                  applicable state and foreign securities laws.

            5.    The undersigned was not in the United States,  engaged in, and
                  prior to the  expiration  of the  Restricted  Period  will not
                  engage in, any short  selling  of or any  hedging  transaction
                  with respect to the Shares, including without limitation,  any
                  put,  call or other  option  transaction,  option  writing  or
                  equity swap.

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<PAGE>

            6.    Neither the undersigned nor or any person acting on his behalf
                  has engaged,  nor will engage, in any directed selling efforts
                  to a U.S.  Person with  respect to the Shares and the Investor
                  and any person  acting on his behalf  have  complied  and will
                  comply  with  the  "offering  restrictions"   requirements  of
                  Regulation S under the Securities Act.

            7.    The transactions  contemplated by this Agreement have not been
                  pre-arranged with a buyer located in the United States or with
                  a U.S.  Person,  and are not part of a plan or scheme to evade
                  the registration requirements of the Securities Act.

            8.    Neither the  undersigned  nor any person  acting on his behalf
                  has undertaken or carried out any activity for the purpose of,
                  or that could  reasonably  be  expected to have the effect of,
                  conditioning the market in the United States,  its territories
                  or possessions,  for any of the Shares. The undersigned agrees
                  not to cause any  advertisement  of the Shares to be published
                  in any  newspaper or  periodical or posted in any public place
                  and not to issue any circular  relating to the Shares,  except
                  such  advertisements  that include the statements  required by
                  Regulation S under the  Securities  Act, and only offshore and
                  not in the U.S.  or its  territories,  and only in  compliance
                  with any local applicable securities laws.

            9.    Each  certificate  representing  the Shares  shall be endorsed
                  with the  following  legends,  in addition to any other legend
                  required to be placed  thereon by applicable  federal or state
                  securities laws:

                                    (A)  "THE   SHARES  ARE  BEING   OFFERED  TO
                              INVESTORS WHO ARE NOT U.S.  PERSONS (AS DEFINED IN
                              REGULATION S UNDER THE  SECURITIES ACT OF 1933, AS
                              AMENDED  ("THE   SECURITIES   ACT"))  AND  WITHOUT
                              REGISTRATION WITH THE UNITED STATES SECURITIES AND
                              EXCHANGE  COMMISSION  UNDER THE  SECURITIES ACT IN
                              RELIANCE UPON  REGULATION S PROMULGATED  UNDER THE
                              SECURITIES ACT."

                                    (B) "TRANSFER OF THESE SHARES IS PROHIBITED,
                              EXCEPT  IN  ACCORDANCE   WITH  THE  PROVISIONS  OF
                              REGULATION S, PURSUANT TO  REGISTRATION  UNDER THE
                              SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION
                              FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE
                              CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES
                              ACT."

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<PAGE>

            10.   The  undersigned  consents to the Company making a notation on
                  its records or giving  instructions  to any transfer  agent of
                  the Company in order to implement the restrictions on transfer
                  of the Shares set forth in this Section 2.

      ( ) (k) [this representation shall apply only to Investor who specifically
filled the box] The  undersigned  is an  "accredited  investor"  as that term is
defined  within the meaning of Rule 501 " as that term is defined in Rule 501 of
the General Rules and  Regulations  under the  Securities  Act by reason of Rule
501(a)(3).

                  (l) The  undersigned  understands  that an  investment  in the
Shares is a speculative  investment which involves a high degree of risk and the
potential loss of his entire investment.

                  (m) The undersigned's  overall commitment to investments which
are not readily  marketable is not  disproportionate  to the  undersigned's  net
worth, and an investment in the Shares will not cause such overall commitment to
become excessive.

                  (n) The undersigned has received all documents, records, books
and other information pertaining to the undersigned's  investment in the Company
that has been  requested by the  undersigned.  The  undersigned  has reviewed or
received copies of all reports and other documents filed by the Company with the
Securities and Exchange Commission (the "SEC Documents").

                  (o) The  undersigned  represents  and  warrants to the Company
that  all  information  that  the  undersigned  has  provided  to  the  Company,
including,  without  limitation,  the information in the Investor  Questionnaire
attached   hereto  or  previously   provided  to  the  Company  (the   "Investor
Questionnaire"), is correct and complete as of the date hereof.

                  (p) Other than as set forth  herein,  the  undersigned  is not
relying upon any other information, representation or warranty by the Company or
any officer,  director,  stockholder,  agent or representative of the Company in
determining  to invest in the Shares.  The  undersigned  has  consulted,  to the
extent  deemed  appropriate  by the  undersigned,  with  the  undersigned's  own
advisers as to the  financial,  tax,  legal and related  matters  concerning  an
investment in the Shares and on that basis  believes that his or its  investment
in the Shares is suitable and appropriate for the undersigned.

                  (q) The  undersigned  is aware that no federal or state agency
has (i) made any finding or determination as to the fairness of this investment,
(ii) made any  recommendation  or endorsement  of the Shares or the Company,  or
(iii)  guaranteed or insured any investment in the Shares or any investment made
by the Company.

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<PAGE>

                  (p) The undersigned  understands  that the price of the Shares
offered  hereby bear no  relation to the assets,  book value or net worth of the
Company and were determined  arbitrarily by the Company. The undersigned further
understands  that there is a substantial  risk of further dilution on his or its
investment in the Company.

                                   SECTION 4.

                  The Company  represents  and  warrants to the  undersigned  as
follows:

                  4.1 Organization of the Company.  The Company is a corporation
duly  organized and validly  existing and in good standing under the laws of the
State of Delaware,  and has all requisite  power and authority to own, lease and
operate 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 every  jurisdiction in which the nature of the business conducted or
property  owned by it makes such  qualification  necessary,  other than those in
which the failure so to qualify would not have a material  adverse effect on the
business,   operations,   properties,   prospects  or  condition  (financial  or
otherwise) of the Company.

                  4.2  Authority.  (a) The Company has the  requisite  corporate
power and  authority  to enter  into and  perform  its  obligations  under  this
Agreement  and to issue the  Shares;  (b) the  execution  and  delivery  of this
Agreement  by  the  Company  and  the  consummation  by it of  the  transactions
contemplated  hereby and  thereby  have been duly  authorized  by all  necessary
corporate  action and no further consent or  authorization of the Company or its
Board of Directors or stockholders is required;  and (c) this Agreement has been
duly executed and  delivered by the Company and  constitutes a valid and binding
obligation of the Company enforceable against the Company in accordance with its
terms,  except as such  enforceability may be limited by applicable  bankruptcy,
insolvency,  or similar laws relating to, or affecting generally the enforcement
of, creditors'  rights and remedies or by other equitable  principles of general
application.

                  4.3  Capitalization.  As of the date  hereof,  the  authorized
capital stock of the Company  consists of (i)  500,000,000,000  shares of Common
Stock, of which as of the date hereof 499,472 shares are issued and outstanding,
and 50,000,000 shares of Preferred Stock, of which as of the date hereof 10, 365
shares are issued and outstanding.  All of such outstanding shares have been, or
upon issuance will be, validly issued and are fully paid and nonassessable.

                  4.4 SEC  Documents.  To the best of Company's  knowledge,  the
Company has not provided to the undersigned any information  that,  according to
applicable law, rule or regulation, should have been disclosed publicly prior to
the date hereof by the Company, but which has not been so disclosed. As of their
respective  dates, the SEC Documents  complied in all material respects with the
requirements  of the Securities Act or the Exchange Act, as the case may be, and

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<PAGE>

other federal,  state and local laws,  rules and regulations  applicable to such
SEC Documents, and none of the SEC Documents contained any untrue statement of a
material fact or omitted to state a material fact required to be stated  therein
or  necessary  in  order  to  make  the  statements  therein,  in  light  of the
circumstances  under  which  they  were  made,  not  misleading.  The  financial
statements of the Company  included in the SEC  Documents  comply as to form and
substance in all material respects with applicable  accounting  requirements and
the published  rules and  regulations of the Securities and Exchange  Commission
(the "SEC") or other applicable rules and regulations with respect thereto. Such
financial  statements have been prepared in accordance  with generally  accepted
accounting  principles applied on a consistent basis during the periods involved
(except (a) as may be otherwise  indicated in such  financial  statements or the
notes thereto or (b) in the case of unaudited interim statements,  to the extent
they may not include  footnotes or may be condensed or summary  statements)  and
fairly present in all material respects the financial position of the Company as
of the dates  thereof  and the  results  of  operations  and cash  flows for the
periods  then ended  (subject,  in the case of unaudited  statements,  to normal
year-end audit adjustments).

                  4.5 Exemption from Registration; Valid Issuances. The sale and
issuance of the  Shares,  in  accordance  with the terms and on the bases of the
representations  and  warranties of the  undersigned  set forth herein,  may and
shall be  properly  issued by the  Company to the  undersigned  pursuant  to any
applicable  state law. When issued and paid for as herein  provided,  the Shares
shall be duly and validly  issued,  fully paid, and  nonassessable.  Neither the
sales  of  the  Shares  pursuant  to,  nor  the  Company's  performance  of  its
obligations under, this Agreement shall (a) result in the creation or imposition
of any liens,  charges,  claims or other  encumbrances upon the Shares or any of
the assets of the Company,  or (b) entitle the other holders of the Common Stock
of the Company to  preemptive  or other  rights to  subscribe  to or acquire the
Common Stock or other  securities  of the Company.  The Shares shall not subject
the undersigned to personal liability by reason of the ownership thereof.

                  4.6 No General  Solicitation  or Advertising in Regard to this
Transaction. Neither the Company nor any of its affiliates nor any person acting
on  its  or  their  behalf  (a)  has  conducted  or  will  conduct  any  general
solicitation  (as that term is used in Rule 502(c) of  Regulation  D) or general
advertising  with respect to any of the Shares,  or (b) made any offers or sales
of  any  security  or  solicited  any  offers  to buy  any  security  under  any
circumstances  that would  require  registration  of the Common  Stock under the
Securities Act.

                  4.7 No Conflicts.  The execution,  delivery and performance of
this  Agreement  by the  Company  and the  consummation  by the  Company  of the
transactions  contemplated hereby,  including without limitation the issuance of
the Shares,  do not and will not (a) result in a violation of the Certificate or
By-Laws of the Company or (b) conflict  with, or  constitute a material  default
(or an event that with  notice or lapse of time or both would  become a material
default)  under,  or  give to  others  any  rights  of  termination,  amendment,
acceleration or cancellation of, any material agreement,  indenture,  instrument

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or any "lock-up" or similar  provision of any underwriting or similar  agreement
to which the Company is a party,  or (c) result in a violation  of any  federal,
state,  local or  foreign  law,  rule,  regulation,  order,  judgment  or decree
(including federal and state securities laws and  regulations)applicable  to the
Company or by which any  property  or asset of the  Company is bound or affected
(except for such conflicts, defaults, terminations,  amendments,  accelerations,
cancellations  and  violations as would not,  individually  or in the aggregate,
have  a  material  adverse  effect  on  the  business,  operations,  properties,
prospects  or  condition  (financial  or  otherwise)  of the Company) nor is the
Company  otherwise in violation of, conflict with or in default under any of the
foregoing.  The  business of the Company is not being  conducted in violation of
any law, ordinance or regulation of any governmental entity, except for possible
violations  that either  singly or in the  aggregate  do not and will not have a
material adverse effect on the business,  operations,  properties,  prospects or
condition  (financial or otherwise) of the Company.  The Company is not required
under  federal,  state or local law,  rule or  regulation to obtain any consent,
authorization or order of, or make any filing or registration with, any court or
governmental  agency in order for it to  execute,  deliver or perform any of its
obligations  under  this  Agreement  or  issue  and  sell  the  Common  Stock in
accordance  with the terms hereof (other than any SEC, NASD or state  securities
filings  that  may be  required  to be made  by the  Company  subsequent  to the
Closing,  any registration  statement that may be filed pursuant hereto, and any
shareholder  approval required by the rules applicable to companies whose common
stock  trades  on the Over The  Counter  Bulletin  Board);  provided  that,  for
purposes of the  representation  made in this sentence,  the Company is assuming
and relying upon the accuracy of the relevant  representations and agreements of
the undersigned herein.

                  4.8 No Undisclosed Liabilities. The Company has no liabilities
or obligations that are material, individually or in the aggregate, and that are
not disclosed in the SEC Documents or otherwise publicly  announced,  other than
those  incurred in the ordinary  course of the Company's  businesses  and which,
individually  or in the aggregate,  do not or would not have a material  adverse
effect on the Company.

                  4.9 No  Undisclosed  Events  or  Circumstances.  No  event  or
circumstance  has  occurred  or  exists  with  respect  to  the  Company  or its
businesses,  properties,  prospects,  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 SEC Documents.

                  4.10 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,  other than pursuant to this  Agreement,  under  circumstances
that would require registration of the Common Stock under the Securities Act.

                  4.11  Litigation and Other  Proceedings.  Except as may be set
forth in the SEC Documents,  there are no lawsuits or proceedings  pending or to
the best knowledge of the Company threatened,  against the Company,  nor has the

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Company received any written or oral notice of any such action, suit, proceeding
or  investigation,  which would have a material  adverse effect on the business,
operations,  properties,  prospects or condition (financial or otherwise) of the
Company.  Except as set forth in the SEC Documents,  no judgment,  order,  writ,
injunction  or decree or award has been  issued by or, so far as is known by the
Company,  requested of any court,  arbitrator or governmental agency which would
have  a  material  adverse  effect  on  the  business,  operations,  properties,
prospects or condition (financial or otherwise) of the Company.

                  4.12  Certain  Transactions.  Except  as set  forth in the SEC
Documents  filed at least ten days prior to the date hereof and except for arm's
length transactions pursuant to which the Company makes payments in the ordinary
course of business  upon terms no less  favorable  than the Company could obtain
from third parties, none of the officers, directors, or employees of the Company
is  presently  a  party  to  any  transaction  with  the  Company  or any of its
subsidiaries  (other than for services as  employees,  officers and  directors),
including  any  contract,  agreement  or  other  arrangement  providing  for the
furnishing  of  services  to or by,  providing  for  rental of real or  personal
property to or from,  or  otherwise  requiring  payments to or from any officer,
director or such employee or, to the knowledge of the Company,  any corporation,
partnership,  trust or other entity in which any officer,  director, or any such
employee  has a  substantial  interest  or is an officer,  director,  trustee or
partner.

                  4.13 No Misleading or Untrue  Communication.  The Company, any
person representing the Company, and, to the knowledge of the Company, any other
person  selling or offering to sell the Shares,  if any, in connection  with the
transactions  contemplated  by this  Agreement,  have not made, at any time, any
written or oral  communication  in connection with the offer or sale of the same
which contained any untrue  statement of a material fact or omitted to state any
material  fact  necessary in order to make the  statements,  in the light of the
circumstances under which they were made, not misleading.

                                   SECTION 5.

                  5.1 Indemnity.  The  undersigned  agrees to indemnify and hold
harmless the Company,  its officers and directors,  employees and its affiliates
and their respective  successors and assigns and each other person,  if any, who
controls any thereof,  against any loss,  liability,  claim,  damage and expense
whatsoever  (including,  but not  limited  to, any and all  expenses  whatsoever
reasonably  incurred  in  investigating,  preparing  or  defending  against  any
litigation  commenced or threatened or any claim  whatsoever)  arising out of or
based  upon any false  representation  or  warranty  or breach or failure by the
undersigned  to comply with any  covenant or agreement  made by the  undersigned
herein or in any  other  document  furnished  by the  undersigned  to any of the
foregoing in connection with this transaction.

                                       11
<PAGE>

                  5.2  Modification.  Neither this  Agreement nor any provisions
hereof shall be modified,  discharged or  terminated  except by an instrument in
writing  signed by the party  against  whom any  waiver,  change,  discharge  or
termination is sought.

                  5.3 Notices.  Any notice,  demand or other communication which
any party hereto may be  required,  or may elect,  to give to anyone  interested
hereunder shall be sufficiently  given if (a) deposited,  postage prepaid,  in a
United States mail letter box,  registered  or certified  mail,  return  receipt
requested,  addressed to such address as may be given  herein,  or (b) delivered
personally at such address.

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

                  5.5 Binding Effect.  Except as otherwise provided herein, this
Agreement  shall be binding  upon and inure to the  benefit of the  parties  and
their heirs, executors,  administrators,  successors,  legal representatives and
assigns.  If the  undersigned  is more than one person,  the  obligation  of the
undersigned  shall be joint and  several  and the  agreements,  representations,
warranties and  acknowledgments  herein  contained shall be deemed to be made by
and be binding  upon each such person and his heirs,  executors,  administrators
and successors.

                  5.6  Entire  Agreement.   This  Agreement  and  the  documents
referenced  herein contain the entire  agreement of the parties and there are no
representations,  covenants or other agreements  except as stated or referred to
herein and therein.

                  5.7  Assignability.  This  Agreement  is not  transferable  or
assignable by the undersigned.

                  5.8 Applicable  Law. This  Agreement  shall be governed by and
construed in accordance  with the laws of the State of New York,  without giving
effect to conflicts of law principles.

                  5.9 Pronouns.  The use herein of the masculine  pronouns "him"
or "his" or similar  terms  shall be deemed to include the  feminine  and neuter
genders as well and the use herein of the  singular  pronoun  shall be deemed to
include the plural as well.

                5.10 Lock-up. Without limiting any provisions of applicable law,
or any other  provision of this Agreement,  and in addition to such  provisions,
the  undersigned  agrees that,  if the number of Shares  purchased  hereunder is
higher than 500,000, then the following limitations shall apply:

                   (a) Prohibition on Transfers During Restricted Period. Except
as set forth in sub-section (d), the undersigned shall not, at any time prior to
the second anniversary of the date hereof (the "Restricted Period"), directly or

                                       12
<PAGE>

indirectly,  (i)  offer,  pledge,  sell,  contract  to sell,  sell any option or
contract to purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, lend or otherwise transfer or dispose of, directly
or  indirectly,  any of the  Shares  or  (ii)  enter  into  any  swap  or  other
arrangement that transfers to another,  in whole or in part, any of the economic
consequences  of  ownership of any of the Shares,  whether any such  transaction
described in clause (i) or (ii) above is to be settled by delivery of Shares, in
cash or otherwise (any such transaction, whether or not for consideration, being
referred to herein as a "Transfer"  and each person or entity to whom a Transfer
is made, regardless of the method of Transfer, is referred as a "Transferee").

                   (b)   Obligations  of   Transferees.   Except  for  Transfers
described in the last sentence of this paragraph, no Transfer by the undersigned
(including a permitted  Transfer  pursuant to sub-section  (d) below),  shall be
effective unless the Transferee shall have executed and delivered to the Company
an appropriate  document in form and substance  reasonably  satisfactory  to the
Company  confirming  that the  Transferee  takes such Shares  subject to all the
terms and  conditions of this Agreement to the same extent as its transferor was
bound by such  provisions  (including  without  limitation  that the Transferred
Shares bear  legends  substantially  in the forms  required by this  Agreement).
Transfers by such  Transferees  shall be subject to the terms of this Agreement.
The  requirements  set forth in this  paragraph  shall  not  apply to  Transfers
pursuant to an effective registration statement under the Securities Act.

                   (c) Compliance  with Securities  Laws. The undersigned  shall
not at any time  following the  Restricted  Period make any Transfer  except (a)
Transfers pursuant to an effective  registration  statement under the Securities
Act, (b) Rule 144 Transfers or (c) if the  undersigned  shall have furnished the
Company  with an opinion of counsel,  if  reasonably  requested  by the Company,
which opinion and counsel shall be reasonably  satisfactory  to the Company,  to
the effect that the Transfer is  otherwise  exempt from  registration  under the
Securities Act and that the Transfer  otherwise  complies with the terms of this
Agreement.

               (d) Permitted Transfers.  The restrictions on Transfers set forth
in sub-section  (a) of this Section 5.10 shall not apply to a Transfer of Shares
by an  individual  to a  spouse,  child,  brother,  sister  or  trustee  of  the
transferor,  to any corporate entity which is controlled by the transferor,  and
to  any  Transfer  of  the  Shares  by  the  Permitted  Transferee  back  to the
transferor.

                  IN  WITNESS   WHEREOF,   the  undersigned  has  executed  this
Agreement on the day of ________________, 2004.

Amount of Investment:

$______________________


                                       13
<PAGE>

INDIVIDUAL INVESTOR:


----------------------
Name:


PARTNERSHIP, CORPORATION, TRUST,
CUSTODIAL ACCOUNT, OTHER INVESTOR

---------------------------
(Print Name of Entity)



By:
    -----------------------
Name:
Title:
Address:


Taxpayer Identification Number:_____________


                                       14
<PAGE>

                           ACCEPTANCE OF SUBSCRIPTION

                      (to be filed out only by the Company)

The Company hereby accepts the above  application for subscription for Shares on
behalf of the Company.



SAFETEK INTERNATIONAL, INC.                 Dated: September ___, 2004


By:
    ---------------------------
Name:
Title:


                                       15
<PAGE>

                           SAFETEK INTERNATIONAL, INC.

                             INVESTOR QUESTIONNAIRE

A.       1.       General Information

1. Print Full Name of Investor: Individual:
                                            ------------------------------------
                                            First, Middle, Last

                                            Partnership, Corporation, Trust,
                                            Custodial Account, Other:

                                            ------------------------------------
                                                          Name of Entity

2.       Address for Notices:               ____________________________________

                                            ____________________________________

                                            ____________________________________


3.       Name of Primary Contact Person:    ____________________________________
         Title:

4.       Telephone Number:                  ____________________________________

5.       E-Mail Address:                    ____________________________________

6.       Facsimile Number:                  ____________________________________

7.       Permanent Address:                 ____________________________________
         (if different from Address for
         Noticesabove)


                                       16
<PAGE>

8.       Authorized Signatory:              ____________________________________

         Title:                             ____________________________________

         Telephone Number:                  ____________________________________

         Facsimile Number:                  ____________________________________

9.       U.S. Investors Only:

         U.S. Taxpayer Identification
         or Social Security Number:         ____________________________________


B.       ACCREDITED INVESTOR STATUS

The  Investor  represents  and  warrants  that the  Investor  is an  "accredited
investor"  within the meaning of Rule 501 of  Regulation D under the  Securities
Act of 1933, as amended (the "Securities Act"), and has checked the box or boxes
below which are next to the categories under which the Investor  qualifies as an
accredited investor:


FOR INDIVIDUALS:

|_|     A natural  person  with  individual  net worth (or joint net worth  with
        spouse) in excess of $1 million.  For purposes of this item, "net worth"
        means the excess of total assets at fair market value,  including  home,
        home  furnishings  and  automobiles  (and including  property owned by a
        spouse), over total liabilities.

|_|     A natural person with individual income (without including any income of
        the  Investor's  spouse) in excess of  $200,000,  or joint  income  with
        spouse  of  $300,000,  in each  of the two  most  recent  years  and who
        reasonably expects to reach the same income level in the current year.

For entities:

|_|     A bank as  defined  in  Section  3(a)(2)  of the  Securities  Act or any
        savings and loan association or other  institution as defined in Section
        3(a)(5)(A) of the  Securities  Act,  whether acting in its individual or
        fiduciary capacity.

|_|     An insurance company as defined in Section 2(13) of the Securities Act.

                                       17
<PAGE>

|_|     A  broker-dealer  registered  pursuant  to Section 15 of the  Securities
        Exchange Act of 1934.

|_|     An investment  company  registered  under the Investment  Company Act of
        1940,  as amended (the  "Investment  Company  Act").  If an Investor has
        checked this box, please contact _______ for additional information that
        will be required.

|_|     A business  development  company as defined in Section  2(a)(48)  of the
        Investment Company Act.

|_|     A small  business  investment  company  licensed  by the Small  Business
        Administration  under  Section  301(c)  or  (d) of  the  Small  Business
        Investment Act of 1958.

|_|     A private business  development company as defined in Section 202(a)(22)
        of the Investment  Advisers Act of 1940. If an Investor has checked this
        box,  please  contact  ______ for  additional  information  that will be
        required.

|_|     An organization  described in Section  501(c)(3) of the Internal Revenue
        Code,  a  corporation,  Massachusetts  or  similar  business  trust,  or
        partnership,  not  formed for the  specific  purpose  of  acquiring  the
        Shares, with total assets in excess of $5 million.

|_|     A trust  with total  assets in excess of $5  million  not formed for the
        specific purpose of acquiring the Shares,  whose purchase is directed by
        a person with such  knowledge  and  experience in financial and business
        matters  as to be  capable  of  evaluating  the  merits  and risks of an
        investment in the Company and the purchase of the Shares.

|_|     An employee  benefit plan within the meaning of ERISA if the decision to
        invest in the Shares is made by a plan fiduciary,  as defined in Section
        3(21) of ERISA,  which is either a bank,  savings and loan  association,
        insurance company, or registered  investment adviser, or if the employee
        benefit  plan  has  total  assets  in  excess  of $5  million  or,  if a
        self-directed  plan,  with  investment  decisions made solely by persons
        that are accredited investors.

|_|     A  plan   established   and   maintained  by  a  state,   its  political
        subdivisions,  or  any  agency  or  instrumentality  of a  state  or its
        political  subdivisions,  for the benefit of its employees,  if the plan
        has total assets in excess of $5 million.


                                       18
<PAGE>

|_|     An entity,  including a grantor trust, in which all of the equity owners
        are  accredited  investors  as  determined  under  any of the  foregoing
        paragraphs (for this purpose,  a beneficiary of a trust is not an equity
        owner, but the grantor of a grantor trust is an equity owner).

C.       SUPPLEMENTAL DATA FOR ENTITIES

1. If the Investor is not a natural person,  furnish the following  supplemental
data (natural persons may skip this Section C of the Investor Questionnaire):

Legal form of entity (trust, corporation, partnership, etc.): __________________

Jurisdiction of organization: __________________________________________________

2. Was the Investor organized for the specific purpose of acquiring the Shares?

                       |_| Yes                     |_| No

         If the answer to the above question is "Yes," please  contact  _______,
________,  at  _______  or  ________  for  additional  information  that will be
required.

3. Are shareholders,  partners or other holders of equity or beneficial interest
in the  Investor  able to decide  individually  whether to  participate,  or the
extent of their  participation,  in the  Investor's  investment  in the  Company
(i.e.,  can  shareholders,  partners  or other  holders of equity or  beneficial
interest in the Investor  determine  whether their capital will form part of the
capital invested by the Investor in the Company)?

                       |_| Yes                     |_| No

         If the answer to the above  question is "Yes," please contact _____ for
additional information that will be required.

4(a). Please indicate whether or not the Investor is, or is acting on behalf of,
(i) an  employee  benefit  plan  within the  meaning  of Section  3(3) of ERISA,
whether or not such plan is subject to ERISA,  or (ii) an entity which is deemed
to hold the assets of any such employee  benefit plan pursuant to 29 C.F.R.  ss.
2510.3-101.  For example,  a plan which is maintained by a foreign  corporation,
governmental entity or church, a Keogh plan covering no common-law employees and
an individual  retirement  account are employee benefit plans within the meaning
of Section 3(3) of ERISA but generally  are not subject to ERISA  (collectively,
"Non-ERISA Plans"). In general, a foreign or US entity which is not an operating
company and which is not publicly traded or registered as an investment  company

                                       19
<PAGE>

under the Investment  Company Act of 1940, as amended,  and in which 25% or more
of the value of any class of equity  interest  is held by  employee  pension  or
welfare  plans  (including  an entity  which is deemed to hold the assets of any
such plan),  would be deemed to hold the assets of one or more employee  benefit
plans pursuant to 29 C.F.R.  ss.  2510.3-101.  However,  if only Non-ERISA Plans
were invested in such an entity,  the entity  generally  would not be subject to
ERISA.  For purposes of  determining  whether this 25% threshold has been met or
exceeded,  the value of any equity  interest held by a person (other than such a
plan or entity) who has  discretionary  authority or control with respect to the
assets of the entity,  or any person who  provides  investment  advice for a fee
(direct or indirect)  with respect to such  assets,  or any  affiliate of such a
person, is disregarded.

                       |_| Yes                     |_| No

4(b).  If the Investor  is, or is acting on behalf of, such an employee  benefit
plan,  or is an  entity  deemed  to hold the  assets  of any such plan or plans,
please indicate whether or not the Investor is subject to ERISA.

                       |_| Yes                     |_| No

4(c.) If the  Investor  answered  "Yes" to  question  4.(b) and the  Investor is
investing the assets of an insurance  company general  account,  please indicate
what  percentage of the Investor's  assets the purchase of the Shares is subject
to ERISA. ___________%.

5. Does the amount of the Investor's  subscription for the Shares in the Company
exceed 40% of the total assets (on a consolidated  basis with its  subsidiaries)
of the Investor?

                       |_| Yes                     |_| No

         If the question above was answered  "Yes," please contact  ________ for
additional information that will be required.

6(a). Is the Investor a private investment company which is not registered under
the Investment  Company Act, in reliance on Section  3(c)(1) or Section  3(c)(7)
thereof?

                       |_| Yes                     |_| No

6(b). If the question above was answered "Yes," was the Investor formed prior to
April 30, 1996?

                       |_| Yes                     |_| No

         If the  questions  set  forth in (a) and (b) above  were both  answered
"Yes," please contact ________ for additional information that will be required.

                                       20
<PAGE>

7(a). Is the Investor a grantor trust, a partnership or an S-Corporation  for US
federal income tax purposes?

                       |_| Yes                     |_| No

7(b). If the question above was answered "Yes," please indicate whether or not:

     (i) more than 50  percent  of the value of the  ownership  interest  of any
     beneficial  owner in the Investor is (or may at any time during the term of
     the  Company  be)  attributable  to the  Investor's  (direct  or  indirect)
     interest in the Company; or

                       |_| Yes                     |_| No

     (ii) it is a  principal  purpose  of the  Investor's  participation  in the
     Company to permit the  Partnership  to satisfy the 100  partner  limitation
     contained in US Treasury Regulation Section 1.7704-1(h)(3).

                       |_| Yes                     |_| No

         If either question above was answered "Yes," please contact _______ for
additional information that will be required.

8. If the  Investor's  tax year ends on a date other than  December  31,  please
indicate such date below:

                                                  ------------------------------
                                                              (Date)

D.        RELATED PARTIES

1. To the best of the Investor's knowledge, does the Investor control, or is the
Investor  controlled by or under common  control with, any other investor in the
Company?

                       |_| Yes                     |_| No

                  If the answer above was answered  "Yes",  please identify such
related investor(s) below.

                  Name(s) of related investor(s): _______________________-

2. Will any other person or persons have a beneficial  interest in the Shares to
be acquired hereunder (other than as a shareholder, partner, or other beneficial
owner of equity interest in the Investor)?

                                       21
<PAGE>

                       |_| Yes                     |_| No

                  If either  question above was answered  "Yes",  please contact
______ for additional information that will be required.


The Investor  understands that the foregoing  information will be relied upon by
the Company for the purpose of  determining  the  eligibility of the Investor to
purchase the Shares.  The Investor  agrees to notify the Company  immediately if
any  representation  or  warranty  contained  in  this  Subscription  Agreement,
including this Investor Questionnaire,  becomes untrue at any time. The Investor
agrees to provide, if requested,  any additional information that may reasonably
be required to substantiate the Investor's  status as an accredited  investor or
to otherwise  determine the  eligibility of the Investor to purchase the Shares.
The Investor agrees to indemnify and hold harmless the Company and each officer,
director,  shareholder,  agent  and  representative  of the  Company  and  their
respective  affiliates  and  successors  and assigns  from and against any loss,
damage or  liability  due to or arising  out of a breach of any  representation,
warranty or agreement of the Investor contained herein.


                                    INDIVIDUAL:

                                    ------------------------------------
                                                 (Signature)

                                    ------------------------------------
                                                 (Print Name)


                                    PARTNERSHIP, CORPORATION, TRUST,
                                    CUSTODIAL ACCOUNT, OTHER:

                                    ----------------------_-------------
                                               (Name of Entity)

                                    By:  _______________________________
                                                 (Signature)

                                         -------------------------------
                                              (Print Name and Title)


                                       22
<PAGE>

Annex 1

DEFINITION OF "INVESTMENTS"

The term "investments" means:

1)   Securities, other than securities of an issuer that controls, is controlled
     by,  or  is  under  common  control  with,  the  Investor  that  owns  such
     securities, unless the issuer of such securities is:

            (i)   An investment company or a company that would be an investment
                  company but for the  exclusions or exemptions  provided by the
                  Investment Company Act, or a commodity pool; or

            (ii)  a Public Company (as defined below);

            (iii) A  company  with  shareholders'  equity  of not less  than $50
                  million  (determined  in accordance  with  generally  accepted
                  accounting  principles)  as  reflected on the  company's  most
                  recent  financial  statements,  provided  that such  financial
                  statements  present  the  information  as of a date  within 16
                  months  preceding  the date on  which  the  Investor  acquires
                  Shares;

2)   Real estate held for investment purposes;

3)   Commodity Shares (as defined below) held for investment purposes;

4)   Physical Commodities (as defined below) held for investment purposes;

5)   To the  extent not  securities,  Financial  Contracts  (as  defined  below)
     entered into for investment purposes;

6)   In the case of an Investor  that is a company  that would be an  investment
     company but for the  exclusions  provided by Section  3(c)(1) or 3(c)(7) of
     the Investment  Company Act, or a commodity  pool,  any amounts  payable to
     such Investor  pursuant to a firm agreement or similar  binding  commitment
     pursuant  to which a person has agreed to acquire an  interest  in, or make
     capital contributions to, the Investor upon the demand of the Investor; and

7)   Cash and cash equivalents held for investment purposes.

     Real  Estate  that is used by the owner or a  Related  Person  (as  defined
     below) of the owner for personal purposes, or as a place of business, or in
     connection  with the  conduct of the trade or  business  of such owner or a

                                       23
<PAGE>

     Related  Person of the owner,  will NOT be considered  Real Estate held for
     investment purposes,  provided that real estate owned by an Investor who is
     engaged primarily in the business of investing,  trading or developing real
     estate  in  connection  with  such  business  may be  deemed to be held for
     investment purposes. However, residential real estate will not be deemed to
     be used for  personal  purposes  if  deductions  with  respect to such real
     estate are not  disallowed by section 280A of the Internal  Revenue Code of
     1986, as amended.

     A Commodity  Interest or Physical  Commodity owned, or a Financial Contract
     entered into,  by the Investor who is engaged  primarily in the business of
     investing,   reinvesting,   or  trading  in  Commodity   Shares,   Physical
     Commodities or Financial  Contracts in connection with such business may be
     deemed to be held for investment purposes.

     "Commodity Shares" means commodity futures contracts,  options on commodity
     futures contracts, and options on physical commodities traded on or subject
     to the rules of:

            (i)   Any contract market  designated for trading such  transactions
                  under the Commodity Exchange Act and the rules thereunder; or

            (ii)  Any board of trade or exchange  outside the United States,  as
                  contemplated  in  Part 30 of the  rules  under  the  Commodity
                  Exchange Act.

"Public Company" means a company that:

            (i)   files  reports   pursuant  to  Section  13  or  15(d)  of  the
                  Securities Exchange Act of 1934, as amended; or

            (ii)  has a class of  securities  that are  listed  on a  Designated
                  Offshore  Securities Market, as defined by Regulation S of the
                  Securities Act.

"Financial Contract" means any arrangement that:

            (i)   takes  the  form  of  an  individually   negotiated  contract,
                  agreement,  or option to buy, sell, lend, swap, or repurchase,
                  or other similar individually  negotiated transaction commonly
                  entered into by participants in the financial markets;

            (ii)  is in respect of securities, commodities, currencies, interest
                  or  other  rates,  other  measures  of  value,  or  any  other
                  financial or economic  interest similar in purpose or function
                  to any of the foregoing; and

                                       24
<PAGE>

            (iii) is entered into in response to a request from a counter  party
                  for a quotation,  or is otherwise  entered into and structured
                  to  accommodate  the  objectives of the  counterparty  to such
                  arrangement.

"Physical  Commodities"  means any  physical  commodity  with respect to which a
Commodity  Interest  is  traded  on a  market  specified  in the  definition  of
Commodity Shares above.

"Related  Person"  means a person who is related to the  Investor  as a sibling,
spouse or former spouse,  or is a direct lineal  descendant or ancestor by birth
or adoption of the  Investor,  or is a spouse of such  descendant  or  ancestor,
provided that, in the case of a Family  Company,  a Related Person  includes any
owner of the Family  Company  and any person who is a Related  Person of such an
owner.  "Family Company" means a company that is owned directly or indirectly by
or for two or more  natural  persons  who are  related  as  siblings  or  spouse
(including former spouses),  or direct lineal  descendants by birth or adoption,
spouses of such persons, the estates of such persons, or foundations, charitable
organizations or trusts established for the benefit of such persons.

For purposes of determining the amount of investments owned by a company,  there
may be included investments owned by majority-owned  subsidiaries of the company
and investments owned by a company ("Parent  Company") of which the company is a
majority-owned  subsidiary, or by a majority-owned subsidiary of the company and
other majority-owned subsidiaries of the Parent Company.

In determining whether a natural person is a qualified  purchaser,  there may be
included in the amount of such person's  investments any investment held jointly
with such person's spouse,  or investments in which such person shares with such
person's spouse a community  property or similar shared ownership  interest.  In
determining whether spouses who are making a joint investment in the Partnership
are qualified  purchasers,  there may be included in the amount of each spouse's
investments  any  investments  owned by the other  spouse  (whether  or not such
investments  are held  jointly).  There shall be deducted from the amount of any
such investments any amounts  specified by paragraph 2(a) of Annex 2 incurred by
such spouse.

In determining whether a natural person is a qualified  purchaser,  there may be
included in the amount of such person's  investments any investments  held in an
individual  retirement  account or similar  account the investments of which are
directed by and held for the benefit of such person.

                                       25
<PAGE>

ANNEX 2

VALUATIONS OF INVESTMENTS

The general rule for  determining the value of investments in order to ascertain
whether a person is a  qualified  purchaser  is that the value of the  aggregate
amount of investments owned and invested on a discretionary basis by such person
shall be their fair market  value on the most recent  practicable  date or their
cost. This general rule is subject to the following provisos:

1)    In the case of Commodity  Shares,  the amount of investments  shall be the
      value of the initial margin or option premium deposited in connection with
      such Commodity Shares; and

2)    In each case, there shall be deducted from the amount of investments owned
      by such person the following amounts:

            (i)   The amount of any outstanding indebtedness incurred to acquire
                  the investments owned by such person.

            (ii)  A Family  Company,  in addition to the  amounts  specified  in
                  paragraph  (a) above,  shall have  deducted  from the value of
                  such Family Company's investments any outstanding indebtedness
                  incurred  by an owner of the Family  Company  to acquire  such
                  investments.



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