EX-10.16

                                                                  EXECUTION COPY

SUBSCRIPTION NO.:              ____________________________
OFFEREE:                       ____________________________






                               [SHEERVISION LOGO]





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

                              SUBSCRIPTION PACKAGE

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



                     UP TO 24 UNITS, EACH UNIT CONSISTING OF
    $50,000 PRINCIPAL AMOUNT OF 12% SENIOR SECURED CONVERTIBLE NOTES DUE 2006
                                       AND
                      1,200 COMMON STOCK PURCHASE WARRANTS

                        OFFERING PRICE PER UNIT: $50,000
                         MINIMUM SUBSCRIPTION: ONE UNIT


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


                        [NORTHEAST SECURITIES, INC. LOGO]

                                 August 24, 2005

<PAGE>

                            SUBSCRIPTION INSTRUCTIONS

                             (PLEASE READ CAREFULLY)

         NO PERSON WILL BE ACCEPTED AS A PURCHASER PRIOR TO THE CLOSING OF THE
OFFERING. THE COMPANY AND THE PLACEMENT AGENT EACH RESERVES THE RIGHT TO REJECT
ANY SUBSCRIPTION, IN WHOLE OR IN PART, OR TO ALLOT TO ANY PROSPECTIVE PURCHASER
FEWER THAN THE NUMBER OF UNITS SUBSCRIBED FOR BY SUCH PURCHASER. ANY
REPRESENTATION TO THE CONTRARY IS UNAUTHORIZED AND MUST NOT BE RELIED UPON.

         SheerVision, Inc., a California corporation (the "COMPANY"), is hereby
offering (the "OFFERING") units (the "UNITS") each comprised of $50,000
Principal Amount of 12% Senior Secured Convertible Notes (the "NOTES") due 2006
and common stock purchase warrants (the "WARRANTS") exercisable for an aggregate
of 1,200 shares of common stock, no par value (the "COMMON STOCK"), of the
Company. The purchase price per Unit (the "PURCHASE PRICE") shall be US$50,000
per Unit. The exercise price of the Warrant shall be $2.70 per share of Common
Stock. Each subscription must be for a minimum of one Unit unless the Company
and Northeast Securities Corporation, as placement agent (the "PLACEMENT
AGENT"), in their sole discretion, permit subscriptions for a lesser amount.

I.       This Subscription Booklet contains all of the materials necessary for
         you to purchase the Shares. This material is arranged in the following
         order:

         o    Confidential Private Placement Memorandum

         o    Subscription Agreement

         o    A. Subscription Package for an INDIVIDUAL investor

         o    B. Subscription Package for a TRUST investor

         o    C. Subscription Package for a PARTNERSHIP investor

         o    D. Subscription Package for a CORPORATE investor

         o    E. Subscription Package for a RETIREMENT PLAN investor

         Each Subscription Package contains:

         (1)      a Questionnaire designed to enable you to demonstrate that you
meet the minimum legal requirements under Federal and state securities laws to
purchase the Units; and

         (2)      a Signature Page for the Questionnaire and the Subscription
Agreement containing representations relating to your subscription.

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<PAGE>

II.      After reading the Subscription Agreement, please turn to the
         appropriate Subscription Package (A, B, C, D, or E) and fill in all
         applicable information. You must complete and sign ALL of the documents
         in the appropriate section. This includes: (a) the Questionnaire, and
         (b) the Signature Page for the Questionnaire and the Subscription
         Agreement. Once you have completed the appropriate portions of the
         Subscription Booklet, please return the entire Subscription Booklet and
         any additional required documents (as described in the Questionnaire)
         to the Placement Agent at the address set forth below in Section IV.

III.     The Purchase Price may be made by check or by wire transfer as provided
         below:

         Bank Name:             U.S. Bank
         Bank Address:          15910 Ventura Blvd., Encino, CA 91436
         Bank Representative:   Lucy
         ABA Number:            1222-35821
         Account Name:          SheerVision, Inc.
         Account Number         1 643 0112 0527
         Reference:             SheerVision, Inc. Private Placement

         Checks should be made payable to SheerVision, Inc. and forwarded
together with the completed subscription documents to the Placement Agent.

         If you are a foreign person or foreign entity, you may be subject to a
withholding tax on dividends paid by the Company. In order to eliminate or
reduce such withholding tax, you may submit a properly executed Internal Revenue
Service Form 4224 (Exemption from Withholding of Tax on Income Effectively
Connected with the Conduct of a Trade or Business in the United States) or
Internal Revenue Service Form 1001 (Ownership Exemption or Reduced Rate
Certificate), claiming exemption from withholding or eligibility for treaty
benefits in the form of a lower rate of withholding tax on interest or
dividends.

IV.      Send all completed documents together with the requisite payment to the
         Placement Agent at the following address:

                           Northeast Securities, Inc.
                           100 Wall Street, 8th Floor
                           New York, New York 10005
                           Attention: David Tsiang

V. Questions regarding completion of subscription documents should be directed
to David Tsiang at the above address, telephone: (212) 607-5406.

                                      iii
<PAGE>

                   PLEASE PRINT IN INK OR TYPE ALL INFORMATION

         FAILURE TO COMPLY WITH THE ABOVE INSTRUCTIONS WILL CONSTITUTE AN
INVALID SUBSCRIPTION, WHICH, IF NOT CORRECTED, WILL RESULT IN THE REJECTION OF
YOUR SUBSCRIPTION REQUEST. EVEN IF CORRECTED, THE DELAY MAY RESULT IN (1) THE
ACCEPTANCE OF PURCHASERS WHOSE SUBSCRIPTION BOOKLETS WERE INITIALLY RECEIVED BY
THE PLACEMENT AGENT AFTER YOURS OR (2) THE OFFERING BEING CLOSED WITHOUT YOUR
SUBSCRIPTION REQUEST BEING CONSIDERED BY THE COMPANY.



                                       iv
<PAGE>

                                   DEFINITIVE
                             SUBSCRIPTION AGREEMENT

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


                                SHEERVISION, INC.


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


To:      SheerVision, Inc.

         This Subscription Agreement is made between SheerVision, Inc., a
California corporation (the "COMPANY"), and the undersigned prospective
purchaser who is subscribing hereby for Units (each a "UNIT"), each Unit
comprised of $50,000 Principal Amount of 12% Senior Secured Convertible Notes
(the "NOTES") due 2006 and common stock purchase warrants (the "WARRANTS")
exercisable for an aggregate of 1,200 shares of common stock, no par value (the
"COMMON STOCK"), of the Company. The purchase price per Unit (the "PURCHASE
PRICE") shall be $50,000. The exercise price of the Warrant shall be $2.70 per
share. This subscription is submitted to you in accordance with, and subject to,
the terms and conditions described in this Subscription Agreement and the
Confidential Private Placement Memorandum, dated August 24, 2005 (the
"MEMORANDUM"), and, together with this Subscription Agreement (the "DISCLOSURE
MATERIALS"), provided to the undersigned.

         In consideration of the Company's agreement to sell Units, or, in the
discretion of the Company and Northeast Securities Corporation, as placement
agent (the "PLACEMENT AGENT"), fractions thereof, to the undersigned upon the
terms and conditions summarized in the Memorandum, the undersigned agrees and
represents as follows:

A.       SUBSCRIPTION.

         (1)      The undersigned hereby irrevocably subscribes for, and agrees
to purchase, the number of Units indicated on the signature page hereto at a
purchase price per Unit equal to the Purchase Price. Upon execution and delivery
hereof, the undersigned shall deliver to the Placement Agent in accordance with
the terms hereof either a check or evidence that a wire transfer has been made
to in accordance with this Subscription Agreement and the instructions hereto,
in the full amount of the purchase price of the Units for which the undersigned
is subscribing or a check in such amount (the "PAYMENT"). In the event that the
undersigned shall elect to deliver the Payment in the form of a check, such
check should have a notation thereon that such check relates to the SheerVision,
Inc. private placement.

         (2)      The Payment (or, in the case of rejection of a portion of the
undersigned's subscription, the part of the Payment relating to such rejected
portion) will be returned promptly, without interest, if the undersigned's
subscription is rejected in whole or in part. The

<PAGE>

Company and the Placement Agent will hold an initial closing of the Offering
(the "INITIAL CLOSING") at such time as the Company and the Placement Agent may
together determine with no requirement that a minimum number of Units be sold
thereat, and from time to time thereafter (each an "ADDITIONAL CLOSING"). The
Company and the Placement Agent expect to hold Additional Closings from time to
time after the Initial Closing on the basis described herein. Upon receipt by
the Company of the Payment for Units to be purchased hereunder by subscribers
whose subscriptions are accepted (each, a "PURCHASER") at the Initial Closing or
any Additional Closing (each a "CLOSING"), the subscriber for the Units so
purchased will be registered on the note and warrant registers of the Company as
the record owner of the securities underlying the Units so purchased and the
Company shall deliver to the Purchaser: (i) evidence that a Form UCC-1 financing
statement shall have been filed in the appropriate UCC filing office for a
debtor that is a registered organization in the State of California such that
the Security Interest shall constitute a perfected security interest in the
Collateral (as defined in the Notes), prior to all other Liens and rights of
others therein, (ii) an executed Note in the form included in the Disclosure
Materials, (iii) an executed Warrant in the form included in the Disclosure
Materials, and (iv) an executed Registration Rights Agreement in the form
included in the Disclosure Materials.

         (3)      The undersigned hereby agrees to be bound upon the (i)
execution and delivery to the Placement Agent of the signature page to the
undersigned's completed questionnaire submitted by the undersigned (the
"QUESTIONNAIRE") and this Subscription Agreement and (ii) acceptance on the
Closing by the Company of the undersigned's subscription (the "SUBSCRIPTION").

         (4)      The undersigned agrees that the Company and the Placement
Agent, may, in their sole and absolute discretion, reduce the undersigned's
subscription to any number of Units that in the aggregate does not exceed the
number of Units hereby subscribed for without any prior notice to, or further
consent by, the undersigned. The undersigned hereby irrevocably constitutes and
appoints the Placement Agent, and each officer of the Placement Agent, with full
power of substitution, the true and lawful agent and attorney-in-fact of the
undersigned, with full power and authority in the undersigned's name, place, and
stead, (A) to amend this Subscription Agreement and the Questionnaire, including
in each case the undersigned's signature page thereto, to effect any of the
foregoing provisions of this Paragraph A(4), and (B) execute and deliver on
behalf of the undersigned, the following agreements, substantially in the
respective forms attached as Annexes to the Disclosure Materials: Intercreditor
Agreement; and Registration Rights Agreement.

B.       REGISTRATION RIGHTS

         At the Closing relating to this Subscription, the Company shall deliver
to the undersigned an executed Registration Rights Agreement substantially in
the form included in the Disclosure Materials.

C.       REPRESENTATIONS AND WARRANTIES.

         The undersigned hereby represents and warrants to, and agrees with, the
Company and the Placement Agent, as follows:

                                       2
<PAGE>

         (1)      The undersigned has read the Memorandum and fully understands
the Memorandum and the terms of the Offering (as defined in the instructions
attached hereto). With respect to individual or partnership tax and other
economic considerations involved in this investment, the undersigned is not
relying on the Company or the Placement Agent. The undersigned has carefully
considered and has, to the extent the undersigned believes such discussion
necessary, discussed with the undersigned's professional legal, tax, accounting,
and financial advisors the suitability of an investment in the Units for the
undersigned's particular tax and financial situation and has determined that the
Units being subscribed for by the undersigned are a suitable investment for the
undersigned.

         (2)      The undersigned acknowledges that all documents, records, and
books pertaining to this investment which the undersigned has requested
(including, without limitation, the Disclosure Materials) have been made
available for inspection by the undersigned, the undersigned's attorney,
accountant, or adviser(s).

         (3)      The undersigned and/or the undersigned's adviser(s) has/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 and
all such questions have been answered to the full satisfaction of the
undersigned.

         (4)      The undersigned is not subscribing for Units 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.

         (5)      The undersigned: (i) has a pre-existing business relationship
with the Company, the Placement Agent, or one of its respective officers,
directors, or controlling persons; AND (ii) by reason of the undersigned's
business or financial experience or the business or financial experience of the
undersigned's professional advisors who are unaffiliated with, and who are not
compensated by, the Company, the Placement Agent, or any of its respective
affiliates, directly or indirectly, can be reasonably assumed to have the
capacity to protect the undersigned's interests in connection with the
investment in the Units.

         (6)      If the undersigned is a natural person, the undersigned has
reached the age of majority in the state in which the undersigned resides, has
adequate means of providing for the undersigned's current financial needs and
contingencies, is able to bear the substantial economic risks of an investment
in the Units for an indefinite period of time, has no need for liquidity in such
investment, and, at the present time, could afford a complete loss of such
investment.

         (7)      The undersigned or the undersigned's purchaser representative,
as the case may be, has such knowledge and experience in financial, tax, and
business matters so as to enable the undersigned to utilize the information made
available to the undersigned in connection with the Offering to evaluate the
merits and risks of an investment in the Units and to make an informed
investment decision with respect thereto.

         (8)      The undersigned will not sell or otherwise transfer the Units
without registration under the Securities Act of 1933, as amended (the
"SECURITIES ACT"), or applicable state securities laws or an exemption
therefrom. The Units have not been registered under the

                                       3
<PAGE>

Securities Act or under the securities laws of any states. The undersigned
represents that the undersigned is purchasing the Units for the undersigned's
own account, for investment, and not with a view to resale or distribution,
except in compliance with the Securities Act. The undersigned has not offered or
sold any portion of the Units being acquired nor does the undersigned have any
present intention of dividing such Units with others or of selling,
distributing, or otherwise disposing of any portion of such Units either
currently or after the passage of a fixed or determinable period of time or upon
the occurrence or non-occurrence of any predetermined event or circumstance in
violation of the Securities Act. Except as otherwise provided in the Disclosure
Materials, the Company has no obligation to register the Units.

         (9)      The undersigned recognizes that investment in the Units
involves substantial risks, including loss of the entire amount of such
investment. Further, the undersigned has carefully read and considered the
matters set forth in the Disclosure Materials, and has taken full cognizance of,
and understands all of, the risks related to the purchase of the Units.

         (10)     The undersigned acknowledges that the certificates
representing the Units shall be stamped or otherwise imprinted with a legend
substantially in the following form and that the Company may issue stop transfer
instructions to the transfer agent of such securities:

         "THE   SECURITIES   REPRESENTED   HEREBY   [AND   ISSUABLE   UPON   THE
         CONVERSION/EXERCISE  HEREOF]  HAVE NOT  BEEN  REGISTERED  UNDER  UNITED
         STATES  FEDERAL OR STATE  SECURITIES  LAWS AND MAY NOT BE  OFFERED  FOR
         SALE, SOLD, OR OTHERWISE DISPOSED OF OR ASSIGNED FOR VALUE, DIRECTLY OR
         INDIRECTLY,  NOR MAY THE  SECURITIES BE TRANSFERRED ON THE BOOKS OF THE
         CORPORATION,   WITHOUT   REGISTRATION  OF  SUCH  SECURITIES  UNDER  ALL
         APPLICABLE   UNITED  STATES  FEDERAL  AND  STATE   SECURITIES  LAWS  OR
         COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM,  SUCH COMPLIANCE, AT
         THE  OPTION  OF THE  CORPORATION,  TO BE  EVIDENCED  BY AN  OPINION  OF
         STOCKHOLDER'S   COUNSEL,  IN  FORM  AND  SUBSTANCE  ACCEPTABLE  TO  THE
         CORPORATION,  THAT NO VIOLATION OF SUCH  REGISTRATION  PROVISIONS WOULD
         RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT."

         (11)     The undersigned acknowledges and agrees that it shall not be
entitled to seek any remedies with respect to the Offering from any party other
than the Company and the Placement Agent.

         (12)     If this Subscription Agreement is executed and delivered on
behalf of a partnership, corporation, trust, or estate: (i) such partnership,
corporation, trust, or estate has the full legal right and power and all
authority and approval required (a) to execute and deliver, or authorize the
execution and delivery of, this Subscription Agreement and all other instruments
executed and delivered by, or on behalf of, such partnership,

                                       4
<PAGE>

corporation, trust, or estate in connection with the purchase of its Units, (b)
to delegate authority pursuant to a power of attorney, and (c) to purchase and
hold such Units; (ii) the signature of the party signing on behalf of such
partnership, corporation, trust, or estate is binding upon such partnership,
corporation, trust, or estate; and (iii) such partnership, corporation, or trust
has not been formed for the specific purpose of acquiring such Units, unless
each beneficial owner of such entity is qualified as an "ACCREDITED INVESTOR"
within the meaning of Rule 501(a) of Regulation D promulgated under the
Securities Act ("REGULATION D") and has submitted information substantiating
such individual qualification.

         (13)     If the undersigned is a retirement plan or is investing on
behalf of a retirement plan, the undersigned acknowledges that investment in the
Units poses additional risks, including the inability to use losses generated by
an investment in the Units to offset taxable income.

         (14)     The undersigned is an accredited investor, as defined in Rule
501(a) of Regulation D and under state securities of "blue sky" laws, as
indicated in the applicable Questionnaire attached hereto and hereby made a part
hereof.

         (15)     The undersigned shall indemnify and hold harmless the Company,
the Placement Agent, and each respective officer, director, employee, agent,
representative or control person thereof, who is or may be a party to, or is or
may be threatened to be made a party to, any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal, administrative, or
investigative, by reason of, or arising from, any actual or alleged
misrepresentation or misstatement of facts or omission to represent or state
facts made or alleged to have been made by the undersigned, or omitted or
alleged to have been omitted by the undersigned, concerning the undersigned or
the undersigned's authority to invest or financial position in connection with
the Offering, including, without limitation, any such misrepresentation,
misstatement, or omission contained in the Questionnaire or any other document
submitted by the undersigned, against losses, liabilities, and expenses
(including reasonable attorneys' fees, judgments, fines, and amounts paid in
settlement) actually and reasonably incurred by the Company, the Placement
Agent, and each respective officer, director, employee, agent, representative or
control person thereof, in connection with such action, suit, or proceeding.

         The Company represents and warrants to, and agrees with the
undersigned, as follows:

         (1)      The Company represents and warrants that it is duly organized
and validly exists as a corporation in good standing under the laws of the State
of California.

         (2)      The Company represents and warrants that all necessary
corporate action has been duly and validly taken by the Company to authorize the
execution, delivery and performance of this Subscription Agreement, the Notes,
the Warrants and the Registration Rights Agreement (together, the "TRANSACTION
DOCUMENTS"). If accepted by and countersigned on behalf of the Company, this
Subscription Agreement has been duly and validly authorized, executed and
delivered by the Company and constitutes the legal, valid and binding obligation
of the Company enforceable against the Company in accordance with its terms,
except (i) as the enforceability thereof may be limited by bankruptcy,
insolvency (including, without limitation, all laws relating to fraudulent
transfers), reorganization, moratorium or similar laws affecting enforcement of
creditors' rights generally, (ii) as enforcement thereof is subject to general
principles of equity (regardless of whether enforcement is considered in a
proceeding in equity or at law), and (iii) as enforceability of any
indemnification provision may be limited under the federal and state securities
laws.

                                       5
<PAGE>

         (3)      The execution and delivery by the Company of the Transaction
Documents, the performance of the obligations of the Company pursuant to each of
the Transaction documents and the issuance of the Notes and Warrants will not,
as of the date the Offering is consummated, (i) conflict with or result in a
breach or violation of any of the terms or provisions of, or constitute a
default under, any indenture, mortgage, deed of trust, loan agreement, note,
lease, license, franchise agreement, permit, certificate, contract or other
agreement or instrument to which the Company is a party or by which the Company
is bound or to which any of the property or assets of the Company is subject,
(ii) result in any violation of the provisions of the charter, by laws or
formation documents of the Company or any statute or any order, rule or
regulation of any court or governmental agency or body having jurisdiction over
the Company or any of their properties or assets, (iii) result in the imposition
or creation of (or the obligation to create or impose) any Lien under any
agreement or instrument to which the Company is a party or by which any of the
Company or its properties or assets is bound or (iv) result in the suspension,
termination or revocation of any permit, license, consent, exemption, franchise,
authorization or other approval (each, an "AUTHORIZATION") the Company or any
other impairment of the rights of the holder of any such Authorization.

         (4)      The Company has good and marketable title to all Collateral
free and clear of all liens, charges, claims, encumbrances, pledges, security
interests, defects or other restrictions or equities of any kind whatsoever,
except such as are described in the Memorandum. The Company owns or possesses
adequate rights to use all patents, patent applications, trademarks, service
marks, trade names, trademark registrations, service mark registrations,
copyrights and licenses necessary for the conduct of its business and has no
reason to believe that the conduct of its business will conflict with, and has
not received any notice of any claim of conflict with, any such rights of
others, in each case except as could not reasonably be expected to have a
Material Adverse Effect, as defined in the Notes. The Company has taken
reasonable security measures to protect the secrecy, confidentiality and value
of its intellectual property and other proprietary information in all respects.
The inventories of the Company do not consist of, in any material amount, items
that are obsolete, damaged or slow-moving. The Company's inventories are in good
and merchantable condition in all material respects, are suitable and usable for
the purposes for which they are intended and are in a condition such that they
can be sold in the ordinary course of business consistent with past practice.
All equipment which the Company owns or in which it has an interest is in good
repair and operating condition, ordinary wear and tear excepted.

D.       UNDERSTANDINGS.

         The undersigned understands, acknowledges, and agrees with the Company
and the Placement Agent as follows:

         (1)      This Subscription may be rejected, in whole or in part, by the
Company and the Placement Agent, in its sole and absolute discretion, at any
time before the relevant Closing, notwithstanding prior receipt by the
undersigned of notice of acceptance of the undersigned's Subscription.

         (2)      Except as set forth in paragraph D(1) above, the undersigned
hereby

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<PAGE>

acknowledges and agrees that the subscription hereunder is irrevocable by the
undersigned, that, except as may be provided under applicable laws, the
undersigned is not entitled to cancel, terminate, or revoke this Subscription
Agreement or any agreements of the undersigned hereunder and that this
Subscription Agreement and such other agreements shall survive the death or
disability of the undersigned and shall be binding upon and inure to the benefit
of the parties and their heirs, executors, administrators, successors, legal
representatives, and permitted assigns. If the undersigned is more than one
person, the obligations of the undersigned hereunder 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/her heirs, executors, administrators, successors, legal representatives,
and permitted assigns.

         (3)      No federal or state agency has made any finding or
determination as to the accuracy or adequacy of the Disclosure Materials or as
to the fairness of the terms of this Offering for investment nor any
recommendation or endorsement of the Units.

         (4)      The Offering is intended to be exempt from registration under
the Securities Act by virtue of Section 4(2) of the Securities Act and the
provisions of Regulation D thereunder, which is in part dependent upon the
truth, completeness, and accuracy of the statements made by the undersigned
herein and in the Questionnaire.

         (5)      It is understood that in order not to jeopardize the
Offering's exempt status under Section 4(2) of the Securities Act and Regulation
D, any transferee will, at a minimum, be required to fulfill the investor
suitability requirements thereunder.

         (6)      The Placement Agent will receive compensation in connection
with the Offering, but is not guaranteeing or assuming responsibility for the
operation or possible liability of the Company, including, without limitation,
compliance by the Company with the agreements entered into in connection with
the Offering, and will not supervise or participate in the operation or
management of the Company.

         (7)      The undersigned acknowledges that the information contained in
the Disclosure Materials is confidential and non-public and agrees that all such
information shall be kept in confidence by the undersigned and neither used by
the undersigned for the undersigned's personal benefit (other than in connection
with this Subscription) nor disclosed to any third party for any reason;
provided, however, that this obligation shall not apply to any such information
that (i) is part of the public knowledge or literature and readily accessible at
the date hereof, (ii) becomes part of the public knowledge or literature and
readily accessible by publication (except as a result of a breach of this
provision), or (iii) is received from third parties (except third parties who
disclose such information in violation of any confidentiality agreements or
obligations, including, without limitation, any Subscription Agreement entered
into with the Company and/or the Placement Agent).

         (8)      The representations, warranties, and agreements of the
undersigned contained herein and in any other writing delivered in connection
with the transactions contemplated hereby shall be true and correct in all
respects on and as of the date of the Closing as if made on and as of such date
and shall survive the execution and delivery of this Subscription Agreement and
the purchase of the Units.

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<PAGE>

         (9)      Insofar as indemnification for liabilities under the
Securities Act may be permitted to directors, officers, or controlling persons
of the Company, the Company has been informed that, in the opinion of the
Securities and Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is therefore unenforceable to such
extent.

         (10)     IN MAKING AN INVESTMENT DECISION, PURCHASERS MUST RELY ON
THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THE OFFERING, INCLUDING
THE MERITS AND RISKS INVOLVED. THE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY
FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE
FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY
OF THE DISCLOSURE MATERIALS OR THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

         (11)     THE UNITS MAY NOT BE TRANSFERRED, RESOLD, OR OTHERWISE
DISPOSED OF, EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND APPLICABLE STATE
SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. PURCHASERS
SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS
INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

         (12)     SECURITIES LEGENDS:

NASAA UNIFORM LEGEND:

         IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE ISSUER AND THE TERMS OF THE OFFERING, INCLUDING THE MERITS
AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN RECOMMENDED BY ANY FEDERAL OR
STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING
AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS
DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THESE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT
BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION
OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

FOR RESIDENTS OF ALABAMA, IDAHO, INDIANA, MISSISSIPPI, NORTH CAROLINA, OREGON,
SOUTH CAROLINA, SOUTH DAKOTA, OR TENNESSEE:

         IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING,

                                       8
<PAGE>

INCLUDING THE MERITS AND RISKS INVOLVED. THE SECURITIES OFFERED HEREBY HAVE NOT
BEEN RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY
AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE
ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

         THE SECURITIES OFFERED HEREBY ARE SUBJECT TO SIGNIFICANT RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED, AMONG OTHER THINGS, UNDER THE SECURITIES ACT AND 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.

FOR RESIDENTS OF ARKANSAS:

         THE SECURITIES OFFERED HEREBY ARE OFFERED PURSUANT TO A CLAIM OF
EXEMPTION UNDER SECTION 23-42-504(A)(14) OF THE ARKANSAS SECURITIES ACT AND
SECTION 4(2) OF THE SECURITIES ACT. A REGISTRATION STATEMENT RELATING TO THE
SECURITIES OFFERED HEREBY HAS NOT BEEN FILED WITH THE ARKANSAS SECURITIES
DEPARTMENT OR WITH THE SECURITIES AND EXCHANGE COMMISSION. NEITHER THE
DEPARTMENT NOR THE SECURITIES AND EXCHANGE COMMISSION HAS PASSED UPON THE VALUE
OF THE SECURITIES OFFERED HEREBY, MADE ANY RECOMMENDATIONS AS TO THEIR PURCHASE,
APPROVED OR DISAPPROVED THE OFFERING, OR PASSED UPON THE ADEQUACY OR ACCURACY OF
THIS AGREEMENT OR THE DISCLOSURE MATERIALS. ANY REPRESENTATION TO THE CONTRARY
IS UNLAWFUL.

FOR RESIDENTS OF CALIFORNIA:

         THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA DOES NOT
RECOMMEND OR ENDORSE THE PURCHASE OF THESE SECURITIES. IT IS UNLAWFUL TO
CONSUMMATE A SALE OR TRANSFER OF THE SECURITIES OR ANY INTEREST THEREIN OR TO
RECEIVE ANY CONSIDERATION THEREFOR WITHOUT THE PRIOR CONSENT OF THE COMMISSIONER
OF CORPORATIONS OF THE STATE OF CALIFORNIA EXCEPT AS PERMITTED IN THE
COMMISSIONER'S RULES.

         THE SALE OF THE SECURITIES OFFERED HEREBY HAS NOT BEEN QUALIFIED WITH
THE COMMISSIONER OF CORPORATIONS OF THE STATE OF CALIFORNIA, AND THE ISSUANCE OF
SUCH SECURITIES OR THE PAYMENT OR RECEIPT OF ANY PART OF THE CONSIDERATION
THEREFOR PRIOR TO SUCH QUALIFICATION IS UNLAWFUL, UNLESS THE SALE OF SECURITIES
IS EXEMPT FROM QUALIFICATION BY SECTIONS 25100, 25102, OR 25105 OF THE
CALIFORNIA CORPORATIONS CODE.

                                       9
<PAGE>

FOR RESIDENTS OF CONNECTICUT:

         THE SECURITIES OFFERED HEREBY ARE OFFERED PURSUANT TO A CLAIM OF
EXEMPTION AND HAVE NOT BEEN REGISTERED UNDER SECTION 36-485 OF THE CONNECTICUT
UNIFORM SECURITIES ACT. THE SECURITIES OFFERED HEREBY CANNOT, THEREFORE, BE
RESOLD OR TRANSFERRED UNLESS THEY ARE REGISTERED UNDER THAT ACT OR UNLESS AN
EXEMPTION FROM REGISTRATION IS AVAILABLE.

FOR RESIDENTS OF FLORIDA:

         PURSUANT TO SECTION 517.061(11)(A)(5) OF THE FLORIDA SECURITIES ACT,
FLORIDA INVESTORS HAVE A RIGHT TO RESCIND THEIR SUBSCRIPTION AGREEMENTS WITHIN
THREE BUSINESS DAYS AFTER THE DELIVERY OF ANY CONSIDERATION FOR THE SECURITIES.
YOUR WITHDRAWAL WILL BE WITHOUT ANY FURTHER LIABILITY TO YOU. TO ACCOMPLISH SUCH
WITHDRAWAL, YOU NEED ONLY TELEPHONE OR SEND A TELEGRAM (WITHIN SUCH TIME PERIOD)
TO SHEERVISION, INC., 4040 PALOS VERDES DRIVE NORTH, SUITE 105, ROLLING HILLS
ESTATES, CALIFORNIA 90274, ATTENTION: PRESIDENT. SHOULD YOU MAKE THIS REQUEST
ORALLY, YOU MUST ALSO SEND A TELEGRAM CONFIRMING YOUR REQUEST.

         THE FLORIDA DEPARTMENT OF BANKING AND FINANCE HAS NOT REVIEWED THE
OFFERING OR THESE DISCLOSURE MATERIALS AND THE SECURITIES HAVE NOT BEEN
REGISTERED UNDER THE FLORIDA SECURITIES ACT. UNLESS THESE SECURITIES ARE
REGISTERED, THEY MAY NOT BE SOLD OR TRANSFERRED IN FLORIDA, EXCEPT IN A
TRANSACTION THAT IS EXEMPT UNDER SAID ACT.

FOR RESIDENTS OF ILLINOIS:

         THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECRETARY
OF STATE OF THE STATE OF ILLINOIS OR THE STATE OF ILLINOIS, NOR HAS THE
SECRETARY OF STATE OF THE STATE OF ILLINOIS PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS OFFERING DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.

FOR RESIDENTS OF MAINE:

         THESE SECURITIES ARE BEING SOLD PURSUANT TO AN EXEMPTION FROM
REGISTRATION WITH THE BANK SUPERINTENDENT OF THE STATE OF MAINE UNDER SECTION
10502(2)(R) OF TITLE 32 OF THE MAINE REVISED STATUTES. THESE SECURITIES MAY BE
DEEMED RESTRICTED AND AS SUCH THE HOLDER MAY NOT BE ABLE TO RESELL THE
SECURITIES UNLESS PURSUANT TO REGISTRATION UNDER STATE OR FEDERAL SECURITIES
LAWS OR UNLESS AN EXEMPTION UNDER SUCH LAWS EXISTS.

                                       10
<PAGE>

FOR RESIDENTS OF MASSACHUSETTS:

         THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES LAWS OF MASSACHUSETTS AND MAY NOT BE TRANSFERRED OR SOLD EXCEPT IN
TRANSACTIONS WHICH ARE EXEMPT UNDER THE MASSACHUSETTS SECURITIES LAWS OR
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT.

FOR RESIDENTS OF MISSOURI:

         THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
MISSOURI UNIFORM SECURITIES ACT AND MAY ONLY BE DISPOSED OF THROUGH A REGISTERED
BROKER-DEALER. IT IS A FELONY TO SELL SECURITIES IN VIOLATION OF THE MISSOURI
SECURITIES ACT.

FOR RESIDENTS OF NEW HAMPSHIRE:

         NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED WITH THE STATE OF NEW HAMPSHIRE NOR THE FACT THAT A
SECURITY IS EFFECTIVELY REGISTERED OR A PERSON IS LICENSED IN THE STATE OF NEW
HAMPSHIRE CONSTITUTES A FINDING BY THE SECRETARY OF STATE THAT ANY DOCUMENT
FILED UNDER RSA 421-B IS TRUE, COMPLETE, AND NOT MISLEADING. NEITHER ANY SUCH
FACT NOR THE FACT THAT AN EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR
A TRANSACTION MEANS THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE
MERITS OR QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER, OR CLIENT ANY REPRESENTATION INCONSISTENT WITH
THE PROVISIONS OF THIS PARAGRAPH.

FOR NEW JERSEY RESIDENTS:

         THE ATTORNEY GENERAL OF THE STATE OF NEW JERSEY HAS NOT PASSED UPON OR
ENDORSED THE MERITS OF THIS OFFERING. THE FILING OF THIS OFFERING WITH THE
BUREAU OF SECURITIES DOES NOT CONSTITUTE APPROVAL OF THE ISSUE OR THE SALE
THEREOF BY THE BUREAU OF SECURITIES OR THE DEPARTMENT OF LAW AND PUBLIC SAFETY
OF THE STATE OF NEW JERSEY. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

FOR NEW YORK RESIDENTS:

         NEITHER THIS AGREEMENT NOR THE DISCLOSURE MATERIALS HAS BEEN REVIEWED
BY THE ATTORNEY GENERAL OF THE STATE OF NEW YORK PRIOR TO ITS ISSUANCE AND USE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED UPON OR ENDORSED
THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

                                       11
<PAGE>

         NEITHER THIS AGREEMENT NOR THE DISCLOSURE MATERIALS CONTAINS AN UNTRUE
STATEMENT OF A MATERIAL FACT OR OMITS TO STATE A MATERIAL FACT NECESSARY TO MAKE
THE STATEMENTS MADE, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE,
NOT MISLEADING. THIS AGREEMENT AND THE DISCLOSURE MATERIALS CONTAIN A FAIR
SUMMARY OF THE MATERIAL TERMS AND DOCUMENTS PURPORTED TO BE SUMMARIZED HEREIN.

FOR RESIDENTS OF PENNSYLVANIA:

         THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE PENNSYLVANIA
SECURITIES ACT. THE SECURITIES PURCHASED HEREBY CANNOT BE SOLD OR OTHERWISE
TRANSFERRED, EXCEPT PURSUANT TO A REGISTRATION UNDER THE PENNSYLVANIA SECURITIES
ACT OR UNDER THE SECURITIES ACT. THE SECURITIES REGULATORY AUTHORITY OF THE
COMMONWEALTH OF PENNSYLVANIA HAS NOT APPROVED OR DISAPPROVED THESE SECURITIES
NOR PASSED UPON THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THESE
DISCLOSURE MATERIALS, AND ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

         SALES OF THESE SECURITIES TO RESIDENTS OF THE COMMONWEALTH OF
PENNSYLVANIA ARE SUBJECT TO THE FOLLOWING CONDITIONS:

                  (1)      EACH PENNSYLVANIA RESIDENT WHO SUBSCRIBES FOR THESE
         SECURITIES MUST AGREE IN WRITING NOT TO SELL OR TRANSFER THESE
         SECURITIES FOR A PERIOD OF 12 MONTHS FROM THE DATE OF THE CLOSING OF
         THE SALE OF THE SECURITIES OFFERED HEREBY IF SUCH SALE OR TRANSFER
         WOULD VIOLATE SECTION 203(D) OF THE PENNSYLVANIA SECURITIES ACT OR THE
         REGULATIONS THEREUNDER; AND

                  (2)      EACH PENNSYLVANIA RESIDENT WHO SUBSCRIBES FOR
         SECURITIES HAS THE RIGHT, PURSUANT TO SECTION 207(M) OF THE
         PENNSYLVANIA SECURITIES ACT OF 1972, TO WITHDRAW HIS SUBSCRIPTION, AND
         RECEIVE A FULL REFUND OF ALL MONIES PAID, WITHIN TWO BUSINESS DAYS
         AFTER THE DATE OF RECEIPT BY THE ISSUER OF THE INVESTOR'S EXECUTED
         SUBSCRIPTION AGREEMENT. WITHDRAWAL WILL BE WITHOUT ANY FURTHER
         LIABILITY TO ANY PERSON. TO ACCOMPLISH THIS WITHDRAWAL, A SUBSCRIBER
         NEED ONLY SEND A LETTER OR TELEGRAM INDICATING HIS INTENTION TO
         WITHDRAW TO: SHEERVISION, INC., 4040 PALOS VERDES DRIVE NORTH, SUITE
         105, ROLLING HILLS ESTATES, CALIFORNIA 90274, ATTENTION: PRESIDENT.
         SUCH LETTER OR TELEGRAM SHOULD BE SENT AND POSTMARKED PRIOR TO THE END
         OF THE AFOREMENTIONED SECOND BUSINESS DAY. IT IS PRUDENT TO SEND SUCH
         LETTER BY CERTIFIED MAIL, RETURN RECEIPT REQUESTED, TO INSURE THAT IT
         IS RECEIVED AND ALSO TO EVIDENCE THE TIME WHEN IT WAS MAILED. IF THE

                                       12
<PAGE>

         REQUEST IS MADE ORALLY, YOU MUST ALSO SEND A TELEGRAM CONFIRMING YOUR
         REQUEST.

FOR RESIDENTS OF SOUTH CAROLINA:

         IN MAKING AN INVESTMENT DECISION INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE COMPANY AND THE TERMS OF THIS OFFERING, INCLUDING THE MERITS
AND RISKS INVOLVED. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY
ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE,
THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE
ADEQUACY THESE DISCLOSURE MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

         THE SECURITIES OFFERED HEREBY ARE SUBJECT TO SIGNIFICANT RESTRICTIONS
ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS
PERMITTED, AMONG OTHER THINGS, UNDER THE SECURITIES ACT AND 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.

FOR RESIDENTS OF UTAH:

         THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UTAH
UNIFORM SECURITIES ACT AND CANNOT THEREFORE BE SOLD UNLESS THEY ARE SUBSEQUENTLY
REGISTERED UNDER THAT ACT OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.

FOR RESIDENTS OF ALL STATES:

         THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, 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 INTERESTS ARE SUBJECT IN VARIOUS
STATES 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 OFFERED HEREBY HAVE NOT BEEN
APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION, ANY STATE
SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE
ACCURACY OF ADEQUACY OF THE CONFIDENTIAL TERM SHEET. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.

                                       13
<PAGE>

FOR FOREIGN INVESTORS:

         THE SECURITIES BEING OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES (AS DEFINED
UNDER REGULATION S UNDER THE SECURITIES ACT) OR TO, OR FOR THE ACCOUNT OR
BENEFIT OF, A U.S. PERSON UNLESS THE SECURITIES ARE REGISTERED UNDER THE
SECURITIES ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT IS AVAILABLE.

         PROSPECTIVE INVESTORS WILL BE REQUIRED TO REPRESENT THAT THEY ARE NOT
U.S. PERSONS AND ARE NOT ACQUIRING THE SECURITIES FOR THE ACCOUNT OR BENEFIT OF
A U.S. PERSON.

E.       MISCELLANEOUS.

         (1)      Capitalized terms used in this Subscription Agreement, if not
otherwise defined herein, shall have the respective meanings attributed to such
terms in the Disclosure Materials. All pronouns and any variations thereof used
herein shall be deemed to refer to the masculine, feminine, impersonal,
singular, or plural, as the identity of the person or persons may require.

         (2)      Except as set forth in Section A(4) herein, no provision of
this Subscription Agreement shall be waived, modified, changed, discharged,
terminated, revoked, or canceled, except by an instrument in writing signed by
the party effecting the same against whom any change, discharge, or termination
is sought.

         (3)      Unless otherwise required herein, notices required or
permitted to be given hereunder shall be in writing and shall be deemed to be
sufficiently given when personally delivered or sent by registered mail, return
receipt requested, addressed: (i) if to the Company, at 4040 Palos Verdes Drive
North, Suite 105, Rolling Hills Estates, California 90274, Attention: President,
with a copy to the Placement Agent, or (ii) if to the undersigned, at the
address for correspondence set forth in the Questionnaire, or at such other
address as may have been specified by written notice given in accordance with
this paragraph E(3).

         (4)      Failure of the Company to exercise any right or remedy under
this Subscription Agreement or any other agreement between the Company and the
undersigned, or otherwise, or delay by the Company in exercising such right or
remedy, will not operate as a waiver thereof. No waiver by the Company will be
effective unless and until it is in writing and signed by the Company.

         (5)      This Subscription Agreement and the Disclosure Materials shall
be governed by, and enforced and construed in all respects in accordance with,
the laws of the New York, as such laws are applied by New York courts to
agreements entered into, and to be performed in, New York by and between
residents of New York, and shall be binding upon the undersigned, the
undersigned's heirs, estate, legal representatives, successors, and assigns and
shall inure to the benefit of the Company, its successors and assigns. If any
provision of this Subscription Agreement is invalid or unenforceable under any
applicable statute or rule of law, then such provision shall be

                                       14
<PAGE>

deemed inoperative to the extent that it may conflict therewith and shall be
deemed modified to the minimum extent required to conform with such statute or
rule of law. Any provision hereof that may prove invalid or unenforceable under
any law shall not affect the validity or enforceability of any other provision
hereof.

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

F.       EXECUTION OF AGREEMENT BY POWER OF ATTORNEY.

         THE UNDERSIGNED ACKNOWLEDGES THAT THE UNDERSIGNED HAS SIGNED THIS
SUBSCRIPTION AGREEMENT ON THE UNDERSIGNED'S OWN BEHALF, AND NOT BY POWER OF
ATTORNEY, OR, IN THE EVENT THAT THIS AGREEMENT HAS BEEN SIGNED ON THE
UNDERSIGNED'S BEHALF BY POWER OF ATTORNEY, THAT THE UNDERSIGNED REPRESENTS THAT
ATTACHED HERETO IS A TRUE AND COMPLETE COPY OF SUCH POWER OF ATTORNEY.

G.       SIGNATURE

         The signature of this Subscription Agreement is contained as part of
the applicable Subscription Package, entitled "Signature Page".

                                       15
<PAGE>

                              A.    SHEERVISION, INC.
                        INDIVIDUAL INVESTOR QUESTIONNAIRE


Investor Name: _________________________________

To:      SheerVision, Inc.

         The information contained in this Questionnaire is being furnished in
order to determine whether the undersigned's subscription to purchase the Units
described in the Subscription Booklet may be accepted.

         ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY. The undersigned understands, however, that the Company may
present this Questionnaire to such parties as it deems appropriate if called
upon to establish that the proposed offer and sale of the Units is exempt from
registration under the Securities Act of 1933, as amended, or meets the
requirements of applicable state securities or "blue sky" laws. Further, the
undersigned understands that the offering is required to be reported to the
Securities and Exchange Commission and to various state securities or "blue sky"
regulators.

         IF YOU ARE PURCHASING SECURITIES WITH YOUR SPOUSE, YOU MUST BOTH SIGN
THE SIGNATURE PAGE TO THIS QUESTIONNAIRE.

I.       PLEASE INDICATE DESIRED TYPE OF OWNERSHIP OF UNITS.

         o    Individual

         o    Joint Tenants (rights of survivorship)

         "    Tenants in Common (no rights of survivorship)

II. PLEASE CHECK ANY OF THE STATEMENTS 1-5 BELOW THAT APPLIES TO YOU.

         o    1.       I have an individual net worth* or joint net worth
                       with my spouse in excess of $1,000,000.

         o    2.       I have had an individual income* in excess of
                       $200,000 in each of the last two calendar years, and
                       I reasonably expect an individual income in excess of
                       $200,000 in the current calendar year. NOTE: IF YOU
                       ARE BUYING JOINTLY WITH YOUR SPOUSE, YOU MUST EACH
                       HAVE AN INDIVIDUAL

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

*        For purposes of this Questionnaire, the term "net worth" means the
         excess of total assets over total liabilities. In determining income,
         an investor should add to his or her adjusted gross income any amounts
         attributable to tax-exempt income received, losses claimed as a limited
         partner in any limited partnership, deductions claimed for depletion,
         contributions to IRA or Keogh retirement plan, alimony payments, and
         any amount by which income from long-term capital gains has been
         reduced in arriving at adjusted gross income.

                                      A-1
<PAGE>

                       INCOME IN EXCESS OF $200,000 IN
                       EACH OF THESE YEARS IN ORDER TO CHECK THIS BOX.

         o    3.       My spouse and I have had a joint income in excess of
                       $300,000 in each of the last two calendar years, and
                       I reasonably expect a joint income in excess of
                       $300,000 for the current calendar year, and I am a
                       resident of Alabama, Arizona, California, Colorado,
                       Connecticut, Delaware, the District of Columbia,
                       Florida, Georgia, Hawaii, Idaho, Illinois, Indiana,
                       Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland,
                       Massachusetts, Michigan, Minnesota, Mississippi,
                       Missouri, Montana, Nebraska, Nevada, New Hampshire,
                       New Jersey, New Mexico, New York, North Carolina,
                       North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania,
                       Puerto Rico, Rhode Island, South Carolina, South
                       Dakota, Tennessee, Texas, Vermont, Virginia,
                       Washington, West Virginia, Wisconsin, or Wyoming, or
                       a country other than the United States of America.

         o    4.       I am a resident of the Commonwealth of Massachusetts,
                       and my investment in the Units does not exceed 25% of
                       my net worth or, if I am married, 25% of the combined
                       net worth of my spouse and me, excluding principal
                       residence and home furnishings.

         o    5.       I am a director or executive officer of SheerVision, Inc.

III.     OTHER CERTIFICATIONS.

         By signing the Signature Page, I certify the following (or, if I am
purchasing Units with my spouse as co-owner, each of us certifies the
following):

         (a)  that I am at least 21 years of age;

         (b)  that my purchase of Units will be solely for my own account and
              not for the account of any other person (other than my spouse, if
              co-owner); and

         (c)  that the name, residence address, and social security or taxpayer
              identification number as set forth in this Questionnaire are true,
              correct, and complete.

IV.      GENERAL INFORMATION.

         (a) PURCHASER.

Name:

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

Social Security or Taxpayer Identification Number:

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


                                      A-2
<PAGE>


Residence Address:

--------------------------------------------------------------------------------
                               (Number and Street)

--------------------------------------------------------------------------------
       (City)                        (State)                (Zip Code)

Residence Telephone Number:

--------------------------------------------------------------------------------
              (Area Code)                      (Number)

Business Name and Address:

--------------------------------------------------------------------------------
                               (Name of Business)

--------------------------------------------------------------------------------
                               (Number and Street)

--------------------------------------------------------------------------------
       (City)                        (State)                (Zip Code)

Business Telephone Number:

--------------------------------------------------------------------------------
              (Area Code)       (Number)

I prefer to have correspondence sent to: o  Residence o  Business

         (b) SPOUSE, IF CO-OWNER.

Name:

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

Social Security or Taxpayer Identification Number:

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

                                      A-3
<PAGE>


Residence Address
(if different from Purchaser's):

--------------------------------------------------------------------------------
                               (Number and Street)

--------------------------------------------------------------------------------
       (City)                        (State)                (Zip Code)

Residence Telephone Number
(if different from
Purchaser's):
             -------------------------------------------------------------------
                  (Area Code)                   (Number)

Business Name and Address
(if different from
Purchaser's):
             -------------------------------------------------------------------
                                                (Business Name)

--------------------------------------------------------------------------------
                                               (Number and Street)

--------------------------------------------------------------------------------
       (City)                        (State)                (Zip Code)

Business Telephone Number
(if different from
Purchaser's):
              ------------------------------------------------------------------
                                   (Area Code)                    (Number)

I prefer to have correspondence sent to: o  Residence o  Business

                                      A-4
<PAGE>

                                SHEERVISION, INC.
                            INDIVIDUAL SIGNATURE PAGE


              Your signature on this Individual Signature Page evidences your
agreement to be bound by the QUESTIONNAIRE and the SUBSCRIPTION AGREEMENT.

              The undersigned represents that (a) he/she has read and
understands this Subscription Agreement, (b) the information contained in this
Questionnaire is complete and accurate and (c) he/she will telephone David
Tsiang at (212) 607-5406 immediately if any material change in any of this
information occurs before the acceptance of his/her subscription and will
promptly send the Company written confirmation of such change.


--------------------------------------      ------------------------------------
Number of Units applied for                 Date

                                            ------------------------------------
                                            Signature

                                            ------------------------------------
                                            Name (Please Type or Print)

                                            ------------------------------------
                                            Signature of Spouse if Co-Owner

                                            ------------------------------------
                                            Name of Spouse if Co-Owner
                                            (Please Type or Print)

--------------------------------------------------------------------------------
IF YOU ARE PURCHASING UNITS WITH YOUR SPOUSE, YOU MUST BOTH SIGN THIS SIGNATURE
PAGE.
--------------------------------------------------------------------------------

THE UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED
OR DISPOSED OF UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL, CONCURRED IN BY
COUNSEL TO THE COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION OF
SUCH SECURITIES IS NOT REQUIRED.

                                      A-5
<PAGE>

                              B.    SHEERVISION, INC.
                               TRUST QUESTIONNAIRE


Investor Name: _________________________________

To:      SheerVision, Inc.

         The information contained in this Questionnaire is being furnished in
order to determine whether the undersigned TRUST's subscription to purchase the
Units described in the Subscription Booklet may be accepted.

         ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY. The undersigned TRUST understands, however, that the Company may
present this Questionnaire to such parties as it deems appropriate if called
upon to establish that the proposed offer and sale of the Units is exempt from
registration under the Securities Act of 1933, as amended, or meets the
requirements of applicable state securities or "blue sky" laws. Further, the
undersigned TRUST understands that the offering is required to be reported to
the Securities and Exchange Commission and to various state securities and "blue
sky" regulators.

NOTE:         RETIREMENT PLANS SHOULD COMPLETE THE QUESTIONNAIRE IN SECTION E
              OF THIS SUBSCRIPTION PACKAGE.

I.       PLEASE CHECK STATEMENTS 1 OR 2 BELOW, AS APPLICABLE.

         o   1.       All of the trustees of the TRUST are residents of
                      Alabama, Arizona, California, Colorado, Connecticut,
                      Delaware, the District of Columbia, Florida, Georgia,
                      Hawaii, Idaho, Indiana, Iowa, Kansas, Kentucky,
                      Louisiana, Maine, Maryland, Massachusetts, Michigan,
                      Minnesota, Mississippi, Missouri, Montana, Nebraska,
                      Nevada, New Hampshire, New Jersey, New Mexico, New
                      York, North Carolina, North Dakota, Pennsylvania,
                      Ohio, Oklahoma, Oregon, Puerto Rico, Rhode Island,
                      South Carolina, South Dakota, Tennessee, Texas,
                      Vermont, Virginia, Washington, West Virginia,
                      Wisconsin, or Wyoming, or a country other than the
                      United States of America; and

                  a.  the TRUST has total assets in excess of $5,000,000; AND

                  b.  the TRUST was not formed for the specific purpose of
                      acquiring the Units; AND

                  c.  the purchase by the TRUST is directed by a person who has
                      such knowledge and experience in financial and business
                      matters that he/she is capable of evaluating the merits
                      and risks of an investment in the Units.

         o   2.       The TRUST is a revocable grantor TRUST which the
                      grantor may revoke at any time without the consent or
                      approval of any other person; the grantor retains
                      sole investment control over the assets of the trust;
                      and

                                      B-1
<PAGE>

                  a.  the grantor is a natural person whose individual net
                      worth* or joint net worth with the grantor's spouse
                      exceeds $1,000,000; or

                  b.  the grantor is a natural person who had an individual
                      income* in excess of $200,000 in each of the last two
                      calendar years and who reasonably expects an individual
                      income in excess of $200,000 in the current calendar year;
                      or

                  c.  the grantor is a natural person who, together with his or
                      her spouse, has had a joint income in excess of $300,000
                      in each of the last two calendar years and who reasonably
                      expects a joint income in excess of $300,000 in the
                      current calendar year, and all of the trustees of the
                      TRUST are residents of Alabama, Arizona, California,
                      Colorado, Connecticut, Delaware, the District of Columbia,
                      Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa,
                      Kansas, Kentucky, Louisiana, Maine, Maryland,
                      Massachusetts, Michigan, Minnesota, Mississippi, Missouri,
                      Montana, Nebraska, Nevada, New Hampshire, New Jersey, New
                      Mexico, New York, North Carolina, North Dakota, Ohio,
                      Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island,
                      South Carolina, South Dakota, Tennessee, Texas, Vermont,
                      Virginia, Washington, West Virginia, Wisconsin, or
                      Wyoming, or a country other than the United States of
                      America; or

                  d.  the grantor is a director or executive officer of
                      SheerVision, Inc.


-------------------------------
*        For purposes of this Questionnaire, the term "net worth" means the
         excess of total assets over total liabilities. In determining income,
         an investor should add to his or her adjusted gross income any amounts
         attributable to tax-exempt income received, losses claimed as a limited
         partner in any limited partnership, deductions claimed for depletion,
         contributions to IRA or Keogh retirement plan, alimony payments, and
         any amount by which income from long-term capital gains has been
         reduced in arriving at adjusted gross income.

                                      B-2
<PAGE>

IF THE TRUST IS A REVOCABLE GRANTOR TRUST, EACH GRANTOR MUST PHOTOCOPY AND
COMPLETE SECTION II BELOW.

II.      FOR REVOCABLE GRANTOR TRUSTS ONLY: PLEASE CHECK ANY OF STATEMENTS 1-5
         BELOW THAT APPLY TO THE GRANTOR.

         o   1.  have an individual net worth or joint net worth with my spouse
                 in excess of $1,000,000.

         o   2.  have had an individual income in excess of $200,000 in each of
                 the last two calendar years, and I reasonably expect an
                 individual income in excess of $200,000 in the current
                 calendar year. NOTE: IF YOU ARE BUYING JOINTLY WITH YOUR
                 SPOUSE, YOU MUST EACH HAVE AN INDIVIDUAL INCOME IN EXCESS OF
                 $200,000 IN EACH OF THESE YEARS IN ORDER TO CHECK THIS BOX.

         o   3.  My spouse and I have had a joint income in excess of $300,000
                 in each of the last two calendar years, and I reasonably
                 expect a joint income in excess of $300,000 in the current
                 calendar year, and I am a resident of Alabama, Arizona,
                 California, Colorado, Connecticut, Delaware, the District of
                 Columbia, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana,
                 Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland,
                 Massachusetts, Michigan, Minnesota, Mississippi, Missouri,
                 Montana, Nebraska, Nevada, New Hampshire, New Jersey, New
                 Mexico, New York, North Carolina, North Dakota, Ohio,
                 Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island,
                 South Carolina, South Dakota, Tennessee, Texas, Vermont,
                 Virginia, Washington, West Virginia, Wisconsin, or Wyoming, or
                 a country other than the United States of America.

         o   4.  I am a resident of Massachusetts, and my investment in the
                 Units does not exceed 25% of my net worth or, if I am married,
                 25% of the combined net worth of my spouse and me, excluding
                 principal residence and home furnishings.

         o   5.  I am a director or executive officer of SheerVision, Inc.

__________________________________________            __________________________
Print Name of Grantor(s)                              Signature of Grantor(s)

III.     OTHER CERTIFICATIONS.

         By signing the Signature Page, the undersigned certifies the following:

         (a)  that the TRUST's purchase of the Units will be solely for the
              TRUST's own account and not for the account of any other person;

         (b)  that the TRUST's purchase of the Units is within the investment
              powers and authority of the TRUST (as set forth in the declaration
              of trust or other governing instrument) and that all necessary
              consents, approvals, and authorizations for such purchase have
              been obtained and that each person who signs the Signature Page
              has

                                      B-3
<PAGE>

              all requisite power and authority as trustee to execute this
              Questionnaire and the Subscription Agreement on behalf of the
              TRUST;

         (c)  that the TRUST has not been established in connection with either
              (i) an employee benefit plan (as defined in Section 3(3) of
              Employee Retirement Income Security Act of 1974, as amended
              ("ERISA")), whether or not subject to the provisions of Title I of
              ERISA, or (ii) a plan described in Section 4975(e) (i) of the
              Internal Revenue Code; and

         (d)  that the TRUST's name, address, place of formation, and taxpayer
              identification number as set forth in this Questionnaire are true,
              correct, and complete.

IV.      GENERAL INFORMATION.

         (a) PROSPECTIVE PURCHASER (THE TRUST).

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

Address:
         -----------------------------------------------------------------------
                                  (Number and Street)

--------------------------------------------------------------------------------
             (City)                     (State)                (Zip Code)

Address for Correspondence (if different):
                                          --------------------------------------
                                                       (Number and Street)

--------------------------------------------------------------------------------
             (City)                     (State)                (Zip Code)

Telephone Number:
                  --------------------------------------------------------------
                                        (Area Code)                 (Number)

State in which Formed:
                       ---------------------------------------------------------

Date of Formation:
                   -------------------------------------------------------------

Taxpayer Identification Number:
                                ------------------------------------------------

         (b) TRUSTEE(S) WHO ARE EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
             TRUST.

             Name(s) of
             Trustee(s):
                         -------------------------------------------------------

             If Grantor Trust, Name(s) of Grantor(s):
                                                      --------------------------

                                      B-4
<PAGE>

V.       ADDITIONAL INFORMATION.

A TRUST MAY BE REQUIRED TO ATTACH A COPY OF THE TRUST AGREEMENT, DECLARATION OF
TRUST, OR OTHER GOVERNING INSTRUMENT, AS AMENDED, AS WELL AS ALL OTHER DOCUMENTS
THAT AUTHORIZE THE TRUST TO INVEST IN THE UNITS. ALL DOCUMENTATION MUST BE
COMPLETE AND CORRECT.


                                      B-5
<PAGE>

                                SHEERVISION, INC.
                              TRUST SIGNATURE PAGE



         Your signature on this TRUST Signature Page evidences the agreement by
the Trustee(s), on behalf of the TRUST, to be bound by the Questionnaire and the
Subscription Agreement.

         1.       The undersigned trustees represent that (a) the information
contained in this Questionnaire is complete and accurate and (b) the TRUST will
telephone David Tsiang at (212) 607-5406 immediately if any material change in
any of this information occurs before the acceptance of the TRUST's subscription
and will promptly send the Company written confirmation of such change.

         2.       The undersigned trustees hereby certify that they have read
and understand this Subscription Agreement.

         3.       The undersigned trustees hereby represent and warrant that the
persons signing this Subscription Agreement on behalf of the TRUST are duly
authorized to acquire the Units and sign this Subscription Agreement on behalf
of the TRUST and, further, that the undersigned TRUST has all requisite
authority to purchase such Units and enter into this Subscription Agreement.


-----------------------------------           ----------------------------------
Number of Units applied for                   Date

Please Type or Print the Exact
Legal Title of Trust as follows;
Trustee's name, as trustee for
[Name of Grantor] under Agreement
[or Declaration] of Trust dated
[Date of Trust Formation]                     ----------------------------------
                                              Title of Trust


Name of                                        Name of
Trustee:                                       Trustee:
        ----------------------------                   -------------------------
             (Please Type or Print)                     (Please Type or Print)
By:                                            By:
   ---------------------------------              ------------------------------
      (Signature of Trustee)                      (Signature of Trustee)

                                      B-6
<PAGE>

         THE UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT") AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE
TRANSFERRED OR DISPOSED OF UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL,
CONCURRED IN BY COUNSEL TO THE COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT
REGISTRATION OF SUCH SECURITIES IS NOT REQUIRED.

                                      B-7
<PAGE>

                             C.   SHEERVISION, INC.
                            PARTNERSHIP QUESTIONNAIRE


Investor Name: _________________________________

To:      SheerVision, Inc.

         The information contained in this Questionnaire is being furnished in
order to determine whether the undersigned PARTNERSHIP's subscription to
purchase the Units described in the Subscription Booklet may be accepted.

         ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY. The undersigned PARTNERSHIP understands, however, that the
Company may present this Questionnaire to such parties as it deems appropriate
if called upon to establish that the proposed offer and sale of the Units is
exempt from registration under the Securities Act of 1933, as amended, or meets
the requirements of applicable state securities or "blue sky" laws. Further, the
undersigned PARTNERSHIP understands that the offering is required to be reported
to the Securities and Exchange Commission and to various state securities and
"blue sky" regulators.


I.       PLEASE CHECK ANY OF STATEMENTS 1-3 BELOW THAT APPLIES TO THE
         PARTNERSHIP.

         o   1.  The undersigned PARTNERSHIP: (a) has total assets in excess of
                 $5,000,000; (b) was not formed for the specific purpose of
                 acquiring the Units; and (c) has its principal place of
                 business in Alabama, Arizona, Colorado, Connecticut, Delaware,
                 the District of Columbia, Florida, Georgia, Hawaii, Idaho,
                 Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine,
                 Massachusetts, Michigan, Minnesota, Mississippi, Missouri,
                 Montana, Nebraska, Nevada, New Hampshire, New Jersey, New
                 Mexico, New York, North Carolina, North Dakota, Ohio,
                 Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island,
                 South Carolina, South Dakota, Tennessee, Vermont, Virginia,
                 Washington, West Virginia, Wisconsin, or Wyoming, or a country
                 other than the United States of America.

         o   2.  Each of the partners of the undersigned PARTNERSHIP is able to
                 certify that such partner meets at least one of the following
                 three conditions:

                 a.  the partner is a natural person whose individual net worth*
                     or joint net worth with his or her spouse exceeds
                     $1,000,000; or

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

*       For purposes of this Questionnaire, the term "net worth" means the
        excess of total assets over total liabilities. In determining income, an
        investor should add to his or her adjusted gross income any amounts
        attributable to tax-exempt income received, losses claimed as a limited
        partner in any limited partnership, deductions claimed for depletion,
        contributions to IRA or Keogh retirement plan, alimony payments, and any
        amount by which income from long-term capital gains has been reduced in
        arriving at adjusted gross income.

                                      C-1
<PAGE>

                 b.  the partner is a natural person whose individual income*
                     was in excess of $200,000 in each of the last two calendar
                     years and who reasonably expects an individual income in
                     excess of $200,000 in the current calendar year; or

                 c.  the partner is a director or executive officer of
                     SheerVision, Inc.

         "   3.  Each of the partners of the undersigned PARTNERSHIP is able to
                 certify that such partner is a natural person who, together
                 with his or her spouse, has had a joint income in excess of
                 $300,000 in each of the last two calendar years and who
                 reasonably expects a joint income in excess of $300,000 in the
                 current calendar year, and the undersigned PARTNERSHIP has its
                 principal place of business in Alabama, Arizona, California,
                 Colorado, Connecticut, Delaware, the District of Columbia,
                 Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa,
                 Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts,
                 Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska,
                 Nevada, New Hampshire, New Jersey, New Mexico, New York, North
                 Carolina, North Dakota, Ohio, Oklahoma, Oregon, Pennsylvania,
                 Puerto Rico, Rhode Island, South Carolina, South Dakota,
                 Tennessee, Texas, Utah, Vermont, Virginia, Washington, West
                 Virginia, Wisconsin, or Wyoming, or a country other than the
                 United States of America.


--------------------------------------------------------------------------------
IF YOU CHECKED STATEMENT 2 OR STATEMENT 3 IN SECTION I AND DID NOT CHECK
STATEMENT 1, YOU MUST PROVIDE A LETTER SIGNED BY A GENERAL PARTNER OF THE
UNDERSIGNED PARTNERSHIP LISTING THE NAME OF EACH PARTNER (WHETHER A GENERAL OR
LIMITED PARTNER) AND THE REASON (UNDER STATEMENT 2 OR STATEMENT 3) SUCH PARTNER
QUALIFIES AS AN ACCREDITED INVESTOR (ON THE BASIS OF NET WORTH, INDIVIDUAL
INCOME, OR JOINT INCOME), OR EACH PARTNER MUST PHOTOCOPY AND COMPLETE SECTION II
BELOW.
--------------------------------------------------------------------------------

                                      C-2
<PAGE>

II.      IF YOU CHECKED STATEMENT 2 OR STATEMENT 3 IN SECTION I ABOVE, EACH
         PARTNER MUST CHECK ANY OF THE STATEMENTS 1-5 BELOW THAT APPLIES TO SUCH
         PARTNER AND SIGN WHERE INDICATED.

         o   1.  I have an individual net worth or joint net worth with my
                 spouse in excess of $1,000,000.

         o   2.  I have had an individual income in excess of $200,000 in each
                 of the last two calendar years, and I reasonably expect an
                 individual income in excess of $200,000 in the current
                 calendar year. NOTE: IF YOU ARE BUYING JOINTLY WITH YOUR
                 SPOUSE, YOU MUST EACH HAVE AN INDIVIDUAL INCOME IN EXCESS OF
                 $200,000 IN EACH OF THESE YEARS IN ORDER TO CHECK THIS BOX.

         o   3.  My spouse and I have had a joint income in excess of $300,000
                 in each of the last two calendar years, and I reasonably
                 expect a joint income in excess of $300,000 in the current
                 calendar year, and I am a resident of Alabama, Arizona,
                 California, Colorado, Connecticut, Delaware, the District of
                 Columbia, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana,
                 Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland,
                 Massachusetts, Michigan, Minnesota, Mississippi, Missouri,
                 Montana, Nebraska, Nevada, New Hampshire, New Jersey, New
                 Mexico, New York, North Carolina, North Dakota, Ohio,
                 Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island,
                 South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont,
                 Virginia, Washington, West Virginia, Wisconsin, or Wyoming, or
                 a country other than the United States of America.

         o   4.  I am a Massachusetts resident, and my investment in the Units
                 does not exceed 25% of my net worth or, if I am married, 25%
                 of the combined net worth of my spouse and me, excluding
                 principal residence and home furnishings.

         o   5.  I am a director or executive officer of SheerVision, Inc.


---------------------------------              ---------------------------------
Print Name of Partner(s)                       Signature of Partner(s)

III.     OTHER CERTIFICATIONS.

         By signing the Signature Page, the undersigned certifies the following:

                  (a) that the PARTNERSHIP's purchase of the Units will be
                      solely for the PARTNERSHIP's own account and not for the
                      account of any other person; and

                  (b) that the PARTNERSHIP's name, address of principal place of
                      business, place of formation, and taxpayer identification
                      number as set forth in this Questionnaire are true,
                      correct, and complete.

                                      C-3
<PAGE>

IV.      GENERAL INFORMATION.

         (a)      PROSPECTIVE PURCHASER (THE PARTNERSHIP)

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

Address:
         -----------------------------------------------------------------------
                                  (Number and Street)


--------------------------------------------------------------------------------
            (City)                      (State)                (Zip Code)

Address for Correspondence (if different):
                                          --------------------------------------
                                                   (Number and Street)

--------------------------------------------------------------------------------
            (City)                      (State)                (Zip Code)

Telephone Number:
                  --------------------------------------------------------------
                                     (Area Code)                   (Number)

State in which Formed:
                       ---------------------------------------------------------

Date of Formation:
                   -------------------------------------------------------------

Taxpayer Identification Number:
                                ------------------------------------------------

         (b)      THE PERSON WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF
                  THE PARTNERSHIP

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

Position or Title:
                   -------------------------------------------------------------

         (c)      IF SECTION II HAS BEEN COMPLETED, NAMES OF INDIVIDUAL PARTNERS
                  WHOSE SIGNATURES MUST APPEAR ON THE SIGNATURE PAGE TO THIS
                  QUESTIONNAIRE

Name(s) of Individual Partners:
                               -------------------------------------------------

                                      C-4
<PAGE>

                                SHEERVISION, INC.
                           PARTNERSHIP SIGNATURE PAGE


        Your signature on this Partnership Signature Page evidences the
agreement by the PARTNERSHIP to be bound by the Questionnaire and the
Subscription Agreement.

        1. The undersigned PARTNERSHIP hereby represents that (a) the
information contained in this Questionnaire is complete and accurate and (b) the
PARTNERSHIP will notify David Tsiang at (212) 607-5406 immediately if any
material change in any of this information occurs before the acceptance of the
undersigned PARTNERSHIP's subscription and will promptly send the Company
written confirmation of such change.

        2. The undersigned PARTNERSHIP hereby certifies that it has read and
understands this Subscription Agreement.

        3. The undersigned PARTNERSHIP hereby represents and warrants that the
person signing this Subscription Agreement on behalf of the PARTNERSHIP is a
general partner of the PARTNERSHIP, has been duly authorized by the PARTNERSHIP
to acquire the Units and sign this Subscription Agreement on behalf of the
PARTNERSHIP, and, further, that the undersigned PARTNERSHIP has all requisite
authority to purchase such Units and enter into this Subscription Agreement.


-----------------------------------             --------------------------------
Number of Units applied for                     Date

                                                --------------------------------
                                                Name of Partnership
                                                (Please Type or Print)


                                       By:
                                           -------------------------------------
                                           (Signature)

                                                Name:
                                                     ---------------------------
                                                     (Please Type or Print)

                                                Title:
                                                      --------------------------

                                      C-5
<PAGE>

        THE UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE
TRANSFERRED OR DISPOSED OF UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL,
CONCURRED IN BY COUNSEL TO THE COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT
REGISTRATION OF SUCH SECURITIES IS NOT REQUIRED.

                                      C-6
<PAGE>

                              D.  SHEERVISION, INC.
                            CORPORATION QUESTIONNAIRE


Investor Name: _________________________________

To:      SheerVision, Inc.

        The information contained in this Questionnaire is being furnished in
order to determine whether the undersigned CORPORATION'S subscription to
purchase the Units described in the Subscription Booklet may be accepted.

         ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY. The undersigned CORPORATION understands, however, that the
Company may present this Questionnaire to such parties as it deems appropriate
if called upon to establish that the proposed offer and sale of the Units is
exempt from registration under the Securities Act of 1933, as amended, or meets
the requirements of applicable state securities or "blue sky" laws. Further, the
undersigned CORPORATION understands that the offering is required to be reported
to the Securities and Exchange Commission and to various state securities and
"blue sky" regulators.

I.      PLEASE CHECK ANY OF STATEMENTS 1-5 BELOW THAT APPLIES TO THE
        CORPORATION.

        o    1.   The undersigned CORPORATION: (a) has total assets in excess of
                  $5,000,000; (b) was not formed for the specific purpose of
                  acquiring any Units; and (c) has its principal place of
                  business in Alabama, Arizona, Colorado, Connecticut, Delaware,
                  the District of Columbia, Florida, Georgia, Hawaii, Idaho,
                  Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine,
                  Massachusetts, Michigan, Minnesota, Mississippi, Missouri,
                  Montana, Nebraska, Nevada, New Hampshire, New Jersey, New
                  Mexico, New York, North Carolina, North Dakota, Ohio,
                  Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island,
                  South Carolina, South Dakota, Tennessee, Vermont, Virginia,
                  Washington, West Virginia, Wisconsin, or Wyoming, or a country
                  other than the United States of America.

        o    2.   The undersigned CORPORATION: (a) has total assets in excess of
                  $14,000,000; (b) was not formed for the specific purpose of
                  acquiring any Units; and (c) has its principal place of
                  business in California.

                                      D-1
<PAGE>


        o    3.  Each of the stockholders of the undersigned CORPORATION is
                 able to certify that such stockholder meets at least one of
                 the following two conditions:

                 a.   the stockholder is a natural person whose individual net
                      worth* or joint net worth with his or her spouse exceeds
                      $1,000,000; or

                 b.   the stockholder is a natural person who had an individual
                      income* in excess of $200,000 in each of the last two
                      calendar years and who reasonably expects an individual
                      income in excess of $200,000 in the current calendar year.

        o    4.  Each of the stockholders of the undersigned CORPORATION is
                 able to certify that such stockholder is a natural person who,
                 together with his or her spouse, has had a joint income in
                 excess of $300,000 in each of the last two calendar years and
                 who reasonably expects a joint income in excess of $300,000 in
                 the current calendar year, and the undersigned CORPORATION has
                 its principal place of business in Alabama, Arizona,
                 California, Colorado, Connecticut, Delaware, the District of
                 Columbia, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana,
                 Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland,
                 Massachusetts, Michigan, Minnesota, Mississippi, Missouri,
                 Montana, Nebraska, Nevada, New Hampshire, New Jersey, New
                 Mexico, New York, North Carolina, North Dakota, Ohio,
                 Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island,
                 South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont,
                 Virginia, Washington, West Virginia, Wisconsin, or Wyoming, or
                 a country other than the United States of America.

        o    5.  The undersigned CORPORATION is:

                 a.   a bank as defined in Section 3(a)(2) of the Securities
                      Act; or

                 b.   a 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; or

                 c.   a broker or dealer registered pursuant to Section 15 of
                      the Securities Exchange Act of 1934, as amended; or

                 d.   an insurance company as defined in Section 2(13) of the
                      Securities Act; or

                 e.   an investment company registered under the Investment
                      Company Act of 1940, as amended, or a business development
                      company as defined in Section 2(a)(48) of the Investment
                      Company Act of 1940, as amended; or

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

*       For purposes of this Questionnaire, the term "net worth" means the
        excess of total assets over total liabilities. In determining income, an
        investor should add to his or her adjusted gross income any amounts
        attributable to tax-exempt income received, losses claimed as a limited
        partner in any limited partnership, deductions claimed for depletion,
        contributions to IRA or Keogh retirement plan, alimony payments, and any
        amount by which income from long-term capital gains has been reduced in
        arriving at adjusted gross income.

                                      D-2
<PAGE>

                 f.   a small business investment company licensed by the U.S.
                      Small Business Administration under Section 301 (c) or (d)
                      of the Small Business Investment Act of 1958, as amended;
                      or

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

--------------------------------------------------------------------------------
IF YOU CHECKED STATEMENT 3 OR STATEMENT 4 IN SECTION I AND DID NOT CHECK
STATEMENT 1, YOU MUST PROVIDE A LETTER SIGNED BY AN OFFICER OF THE UNDERSIGNED
CORPORATION LISTING THE NAME OF EACH STOCKHOLDER AND THE REASON (UNDER STATEMENT
3 OR STATEMENT 4) WHY SUCH STOCKHOLDER QUALIFIES AS AN ACCREDITED INVESTOR (ON
THE BASIS OF NET WORTH, INDIVIDUAL INCOME, OR JOINT INCOME) OR EACH STOCKHOLDER
MUST PHOTOCOPY AND COMPLETE SECTION II BELOW.
--------------------------------------------------------------------------------

II.      IF YOU CHECKED STATEMENT 3 OR STATEMENT 4 IN I ABOVE, EACH STOCKHOLDER
         MUST CHECK ANY OF THE STATEMENTS 1-5 BELOW THAT APPLIES TO SUCH
         STOCKHOLDER AND SIGN BELOW WHERE INDICATED.

         o   1.   I have an individual net worth or joint net worth with my
                  spouse in excess of $1,000,000.

         o   2.   I have had an individual income in excess of $200,000 in each
                  of the last two calendar years, and I reasonably expect an
                  individual income in excess of $200,000 in the current
                  calendar year. NOTE: IF YOU ARE BUYING JOINTLY WITH YOUR
                  SPOUSE, YOU MUST EACH HAVE AN INDIVIDUAL INCOME IN EXCESS OF
                  $200,000 IN EACH OF THESE YEARS IN ORDER TO CHECK THIS BOX.

         o   3.   My spouse and I have had a joint income in excess of $300,000
                  in each of the last two calendar years, and I reasonably
                  expect a joint income in excess of $300,000 in the current
                  calendar year, and I am a resident of Alabama, Arizona,
                  California, Colorado, Connecticut, Delaware, the District of
                  Columbia, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana,
                  Iowa, Kansas, Kentucky, Louisiana, Maine, Maryland,
                  Massachusetts, Michigan, Minnesota, Mississippi, Missouri,
                  Montana, Nebraska, Nevada, New Hampshire, New Jersey, New
                  Mexico, New York, North Carolina, North Dakota, Ohio,
                  Oklahoma, Oregon, Pennsylvania, Puerto Rico, Rhode Island,
                  South Carolina, South Dakota, Tennessee, Texas, Utah, Vermont,
                  Virginia, Washington, West Virginia, Wisconsin, or Wyoming, or
                  a country other than the United States of America.

                                      D-3
<PAGE>

         o   4.   I am a Massachusetts resident, and my investment in the Units
                  does not exceed 25% of my net worth or, if I am married, 25%
                  of the combined net worth of my spouse and me, excluding
                  principal residence and home furnishings.

         o   5.   I am a director or executive officer of SheerVision, Inc.


-------------------------------------        -----------------------------------
Print Name of Unitholder(s)                  Signature of Unitholder(s)



III.     OTHER CERTIFICATIONS.

         By signing the Signature Page, the undersigned certifies the following:

         (a)      that the CORPORATION's purchase of Units will be solely for
                  the CORPORATION's own account and not for the account of any
                  other person or entity; and

         (b)      that the CORPORATION's name, address of principal place of
                  business, place of incorporation, and taxpayer identification
                  number as set forth in this Questionnaire are true, correct,
                  and complete.

                                      D-4
<PAGE>

IV.      GENERAL INFORMATION.

         (a)      PROSPECTIVE PURCHASER (THE CORPORATION)

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

Principal Place of Business:
                            ----------------------------------------------------
                                                  (Number and Street)

--------------------------------------------------------------------------------
            (City)                  (State)                      (Zip Code)

Address for Correspondence (if different):
                                          --------------------------------------
                                                          (Number and Street)

--------------------------------------------------------------------------------
            (City)                  (State)                      (Zip Code)

Telephone Number:
                 ---------------------------------------------------------------
                              (Area Code)                           (Number)

State of Incorporation:
                       ---------------------------------------------------------

Date of Formation:
                  --------------------------------------------------------------

Taxpayer Identification Number:
                               -------------------------------------------------

Number of Stockholders:
                       ---------------------------------------------------------

         (b)      INDIVIDUAL WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF
                  THE CORPORATION

Name:
     ---------------------------------------------------------------------------
Position or Title:
                  --------------------------------------------------------------

         (c)      IF SECTION II HAS BEEN COMPLETED, NAMES OF INDIVIDUAL
                  STOCKHOLDERS WHOSE SIGNATURES MUST APPEAR ON THE SIGNATURE
                  PAGE TO THIS QUESTIONNAIRE

Name(s) of Unitholders:
                       ---------------------------------------------------------

                                      D-5
<PAGE>

                                SHEERVISION, INC.
                           CORPORATION SIGNATURE PAGE


      Your signature on this Corporation Signature Page evidences the agreement
by the CORPORATION to be bound by the Questionnaire and the Subscription
Agreement.

      1. The undersigned CORPORATION hereby represents that (a) the information
contained in this Questionnaire is complete and accurate and (b) the CORPORATION
will notify David Tsiang at (212) 607-5406 immediately if any material change in
any of the information occurs prior to the acceptance of the undersigned
CORPORATION's subscription and will promptly send the Company written
confirmation of such change.

      2. The undersigned CORPORATION hereby certifies that it has read and
understands this Subscription Agreement.

      3. The undersigned CORPORATION hereby represents and warrants that the
person signing this Subscription Agreement on behalf of the CORPORATION has been
duly authorized by all requisite action on the part of the CORPORATION to
acquire the Units and sign this Subscription Agreement on behalf of the
CORPORATION and, further, that the undersigned CORPORATION has all requisite
authority to purchase the Units and enter into this Subscription Agreement.


-------------------------------         ----------------------------------------
Number of Units applied for             Date


                                        ----------------------------------------
                                        Name of Corporation
                                        (Please Type or Print)


                                        By:
                                           -------------------------------------
                                               (Signature)

                                        Name:
                                             -----------------------------------
                                               (Please Type or Print)

                                        Title:
                                              ----------------------------------
                                               (Please Type or Print)

                                      D-6
<PAGE>

      THE UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE
TRANSFERRED OR DISPOSED OF UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL,
CONCURRED BY COUNSEL TO THE COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT
REGISTRATION OF SUCH SECURITIES IS NOT REQUIRED.

                                      D-7
<PAGE>

                              E. SHEERVISION, INC.
                          RETIREMENT PLAN QUESTIONNAIRE


Investor Name: _________________________________

To:      SheerVision, Inc.

      The information contained in this Questionnaire is being furnished in
order to determine whether the undersigned RETIREMENT PLAN's subscription to
purchase the Units described in the Subscription Booklet may be accepted.

      ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED
CONFIDENTIALLY. The undersigned RETIREMENT PLAN understands, however, that the
Company may present this Questionnaire to such parties as it deems appropriate
if called upon to establish that the proposed offer and sale of the Units is
exempt from registration under the Securities Act of 1933, as amended, or meets
the requirements of applicable state securities or "blue sky" laws. Further, the
undersigned RETIREMENT PLAN understands that the offering is required to be
reported to the Securities and Exchange Commission and to various state
securities or "blue sky" regulators.

I.       PLEASE CHECK ANY OF THE FOLLOWING STATEMENTS, AS APPLICABLE.

         o   1.   The undersigned RETIREMENT PLAN certifies that it is a Keogh
                  plan or Individual Retirement Account in which each
                  participant satisfies at least one of the following
                  conditions:

             a.  such person's individual net worth* or joint net worth with
                 his or her spouse exceeds $1,000,000; or

             b.  such person had an individual income* in excess of $200,000 in
                 each of the last two calendar years and reasonably expects an
                 individual income in excess of $200,000 in the current
                 calendar year; or

             c.  such person, together with his or her spouse, had a joint
                 income in excess of $300,000 in each of the last two calendar
                 years and reasonably expects a joint income in excess of
                 $300,000 in the current calendar year and is a resident of
                 Alabama, Arizona, Colorado, Connecticut, Delaware, the
                 District of Columbia, Florida, Georgia, Hawaii, Idaho,
                 Illinois, Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine,
                 Massachusetts, Michigan, Minnesota, Mississippi, Missouri,
                 Montana, Nebraska, Nevada, New Hampshire, New Mexico, New
                 York, North Carolina, North Dakota, Ohio, Oklahoma, Oregon,
                 Pennsylvania, Puerto, Rico, Rhode Island, South Carolina,
                 South Dakota, Tennessee, Vermont, Virginia, Washington, West
                 Virginia, Wisconsin, or Wyoming, or a country other than the
                 United States of America.

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

*     For purposes of this Questionnaire, the term "net worth" means the excess
      of total assets over total liabilities. In determining income, an Investor
      should add to his or her adjusted gross income any amounts attributable to
      tax-exempt income received, losses claimed as a limited partner in any
      limited partnership, deductions claimed for depletion, contributions to
      IRA or Keogh retirement plan, alimony payments, and any amount by which
      income from long-term capital gains has been reduced in arriving at
      adjusted gross income.

                                      E-1
<PAGE>

             2.   The undersigned RETIREMENT PLAN certifies that it is an
                  employee benefit plan within the meaning of the Employee
                  Retirement Income Security Act of 1974, as amended ("ERISA"),
                  and:

               o  a.       The undersigned RETIREMENT PLAN is self-directed,
                           with investment decisions made solely by persons that
                           are NOT residents of Alaska, Arkansas, California,
                           Maryland, New Jersey, Texas, or Utah, AND each such
                           person directing his account and for whom the
                           investment is being made satisfies at least one of
                           the following conditions:

                       (1) such person's individual net worth or joint net worth
                           with his or her spouse exceeds $1,000,000; or

                       (2) such person had an individual income in excess of
                           $200,000 in each of the last two calendar years and
                           reasonably expects an individual income in excess of
                           $200,000 in the current calendar year; or

                       (3) such person together with his or her spouse, had a
                           joint income in excess of $300,000 in each of the
                           last two calendar years and reasonably expects a
                           joint income in excess of $300,000 in the current
                           calendar year and is a resident of Alabama, Arizona,
                           Colorado, Connecticut, Delaware, the District of
                           Columbia, Florida, Georgia, Hawaii, Idaho, Illinois,
                           Indiana, Iowa, Kansas, Kentucky, Louisiana, Maine,
                           Massachusetts, Michigan, Minnesota, Mississippi,
                           Missouri, Montana, Nebraska, Nevada, New Hampshire,
                           New Mexico, New York, North Carolina, North Dakota,
                           Ohio, Oklahoma, Oregon, Pennsylvania, Puerto Rico,
                           Rhode Island, South Carolina, South Dakota,
                           Tennessee, Vermont, Virginia, Washington, West
                           Virginia, Wisconsin, or Wyoming, or a country other
                           than the United States of America.

                       (4) such person is a director or executive officer of
                           SheerVision, Inc.

               o  b.       The undersigned RETIREMENT PLAN has total assets in
                           excess of $5,000,000 and such Plan is not maintained
                           in Alaska, California, or New Jersey; or

                                      E-2
<PAGE>

               o  c.       The investment decisions are made by a plan fiduciary
                           as defined in Section 3(21) of ERISA that (1) is
                           either a bank, insurance company, or registered
                           investment adviser or (2) is located in jurisdictions
                           OTHER THAN Alaska, Arkansas, California, New Jersey,
                           or Texas AND is a savings and loan association.


--------------------------------------------------------------------------------
IF YOU CHECKED STATEMENT 1 OR STATEMENT 2(a) IN SECTION I ABOVE, EACH RETIREMENT
PLAN PARTICIPANT FOR WHOSE ACCOUNT THE INVESTMENT IS BEING MADE MUST PHOTOCOPY
AND COMPLETE SECTION II BELOW.
--------------------------------------------------------------------------------


II.   IF YOU CHECKED STATEMENT 1 OR STATEMENT 2(A) IN SECTION I ABOVE, EACH
      RETIREMENT PLAN PARTICIPANT FOR WHOSE ACCOUNT THE INVESTMENT IS BEING MADE
      MUST CHECK ANY OF THE STATEMENTS 1-5 BELOW THAT APPLIES TO SUCH
      PARTICIPANT.

           o   1. I have an individual net worth or joint net worth with my
                  spouse in excess of $1,000,000.

           o   2. I have had an individual income in excess of $200,000 in each
                  of the last two calendar years, and I reasonably expect an
                  individual income in excess of $200,000 in the current
                  calendar year. NOTE: IF YOU ARE BUYING JOINTLY WITH YOUR
                  SPOUSE, YOU MUST EACH HAVE AN INDIVIDUAL INCOME IN EXCESS OF
                  $200,000 IN EACH OF THESE YEARS IN ORDER TO CHECK THIS BOX.

           o   3. My spouse and I have had a joint income in excess of $300,000
                  in each of the last two calendar years, and I reasonably
                  expect a joint income excess of $300,000 in the current
                  calendar year, and I am a resident of Alabama, Arizona,
                  Colorado, Connecticut, Delaware, the District of Columbia,
                  Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Iowa,
                  Kansas, Kentucky, Louisiana, Maine, Massachusetts, Michigan,
                  Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada,
                  New Hampshire, New Mexico, New York, North Carolina, North
                  Dakota, Ohio, Oklahoma, Oregon, Pennsylvania, Puerto Rico,
                  Rhode Island, South Carolina, South Dakota, Tennessee,
                  Vermont, Virginia, Washington, West Virginia, Wisconsin, or
                  Wyoming, or a country other than the United States of America.

                                      E-3
<PAGE>

           o   4. I am a Massachusetts resident, and my investment in the Units
                  does not exceed 25% of my net worth or, if I am married, 25%
                  of the combined net worth of my spouse and me, excluding
                  principal residence and home furnishings.

           o   5. I am a director or executive officer of SheerVision, Inc.


--------------------------------------          --------------------------------
Print Name of Participant                       Signature of Participant

III.     OTHER CERTIFICATIONS.

      By signing the Signature Page, the undersigned certifies the following:

           (a)   that the RETIREMENT PLAN's purchase of Units will be solely for
                 the RETIREMENT PLAN's own account and not for the account of
                 any other person or entity;

           (b)   that the RETIREMENT PLAN's governing documents duly authorize
                 the type of investment contemplated herein, and the undersigned
                 is authorized and empowered to make such investment on behalf
                 of the RETIREMENT PLAN; and

           (c).  that the RETIREMENT PLAN's name, address, place of formation,
                 and taxpayer identification number as set forth in this
                 Questionnaire are true, correct, and complete.

                                      E-4
<PAGE>

IV.      GENERAL INFORMATION.

         (a)      PROSPECTIVE PURCHASER (THE RETIREMENT PLAN).

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


Address:
        ------------------------------------------------------------------------
                                       (Number and Street)

--------------------------------------------------------------------------------
         (City)                   (State)                    (Zip Code)

Address for Correspondence (if different):

--------------------------------------------------------------------------------
                               (Number and Street)

--------------------------------------------------------------------------------
         (City)                   (State)                    (Zip Code)

Telephone Number:

--------------------------------------------------------------------------------
                          (Area Code)                             (Number)

State in which Formed:
                      ----------------------------------------------------------

Date of Formation:
                  --------------------------------------------------------------

Taxpayer Identification Number:
                               -------------------------------------------------


           (b)   INDIVIDUAL WHO IS EXECUTING THIS QUESTIONNAIRE ON BEHALF OF THE
                 RETIREMENT PLAN (TRUSTEE FOR AN EMPLOYEE BENEFIT PLAN;
                 CUSTODIAN FOR AN IRA OR KEOGH).

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

Position or Title:
                  --------------------------------------------------------------

                                      E-5
<PAGE>

V.    ADDITIONAL INFORMATION.

--------------------------------------------------------------------------------
THE RETIREMENT PLAN MAY BE REQUIRED TO ATTACH COPIES OF ALL DOCUMENTS GOVERNING
THE PLAN AS WELL AS ALL OTHER DOCUMENTS AUTHORIZING THE RETIREMENT PLAN TO
INVEST IN THE UNITS. INCLUDE, AS NECESSARY, THE TRUST AGREEMENT AND DOCUMENTS
DEFINING PERMITTED INVESTMENTS BY THE RETIREMENT PLAN AND DEMONSTRATING
AUTHORITY OF THE SIGNING INDIVIDUAL TO ACT ON BEHALF OF THE PLAN. ALL
DOCUMENTATION MUST BE COMPLETE AND CORRECT.
--------------------------------------------------------------------------------


                                      E-6
<PAGE>

                                SHEERVISION, INC.
                         RETIREMENT PLAN SIGNATURE PAGE


         Your signature on this RETIREMENT PLAN Signature Page evidences the
agreement by the RETIREMENT PLAN to be bound by the Questionnaire and the
Subscription Agreement.

         1. The undersigned RETIREMENT PLAN hereby represents that (a) the
information contained in this Questionnaire is complete and accurate and (b) the
RETIREMENT PLAN will notify David Tsiang at (212) 607-5406 immediately if any
material change in any of the information occurs prior to the acceptance of the
undersigned RETIREMENT PLAN's subscription and will promptly send the Company
written confirmation of such change.

         2. The undersigned RETIREMENT PLAN hereby certifies that it has read
and understands this Subscription Agreement.

         3. The undersigned RETIREMENT PLAN hereby represents and warrants that
the person signing this Subscription Agreement on behalf of the RETIREMENT PLAN
has been duly authorized to acquire the Units and sign this Subscription
Agreement on behalf of the RETIREMENT PLAN and, further, that the undersigned
RETIREMENT PLAN has all requisite authority to purchase the Units and enter into
this Subscription Agreement.



--------------------------------       -----------------------------------------
Number of Units applied for            Date



                                       Name of Retirement Plan
                                       (Please Type or Print)


                                       By:
                                           -------------------------------------
                                             (Signature)

                                       Name:
                                            ------------------------------------
                                              (Please Type or Print)

                                       Title:
                                              ----------------------------------
                                              (Please Type or Print)

                                      E-7
<PAGE>

THE UNITS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), AND MAY NOT BE OFFERED, SOLD, OR OTHERWISE TRANSFERRED
OR DISPOSED OF UNLESS SUCH SECURITIES ARE INCLUDED IN AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL, CONCURRED IN BY
COUNSEL TO THE COMPANY, HAS BEEN DELIVERED TO THE EFFECT THAT REGISTRATION OF
SUCH SECURITIES IS NOT REQUIRED.

                                      E-8