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                             SUBSCRIPTION AGREEMENT

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                              _______________, 2002






Pacific InterMedia, Inc.
1550 South Carr Street
Lakewood, Colorado  80232

Gentlemen:

     In connection  with your offer and my purchase of _______  shares of common
stock,  as described in the Prospectus to which this  Subscription  Agreement is
attached, of Pacific InterMedia, Inc., a Colorado corporation, at a subscription
price of $.05 per  share  (for an  aggregate  purchase  price  payable  by me of
$___________),  I hereby represent, warrant, covenant and agree with you that at
the time of such  offer  and  purchase  and as of the date of this  Subscription
Agreement:

     1.     I am over the age of twenty-one years.

     2.     I  represent and warrant that I am a resident  of the state in which
this offer is made insofar as I occupy a dwelling  within the state and I intend
to remain within the state for an  indefinite  period of time.  Further,  if the
undersigned is not a resident of the state in which the offer is made,  then the
undersigned represents and warrants that he is not a resident of any other state
or possession of the United States.

     3.     I  have  read  and  am  familiar  with  the  Prospectus  of  Pacific
InterMedia,  delivery of which by you to me has preceded the closing  under this
Subscription Agreement and my purchase of the shares.

     The  subscription  made  by  this  Subscription  Agreement  is  subject  to
acceptance by Pacific InterMedia in its sole discretion;  which acceptance shall
be evidenced by Pacific InterMedia's signing and delivering to me at the address
set forth on the  signature  page hereof a  fully-executed  counterpart  of this
Subscription  Agreement.  In the event that Pacific  InterMedia  shall reject my
subscription, the purchase price for the shares shall be refunded promptly to me
without interest or deduction.


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<PAGE>




Attached to and incorporated in that certain Subscription  Agreement attached to
that certain Prospectus of Pacific InterMedia, Inc.


                                                  Very truly yours,

Individuals execute below:                        Corporations, partnerships,
                                                  trusts and other entities
                                                  execute below:



-------------------------------------      -------------------------------------
      Name (please type or print)                Name (please type or print)



                                           By:
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             (Signature)                       (Signature of authorized officer,
                                                partner or trustee)



                                           Attest:
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      Name   (please  type  or print)                         (Signature)



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             (Signature)                                   (Address)



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              (Address)                                    (Address)



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          (Home Telephone)                       (Tax Identification Number)








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<PAGE>




Attached to and incorporated in that certain Subscription  Agreement attached to
that certain Prospectus of Pacific InterMedia, Inc.


Individuals execute below:



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         (Office Telephone)



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      (Social Security Number)


ACCEPTED this ___ day of ________________, 2002.


                                           PACIFIC INTERMEDIA, INC.




                                           By:
                                               ---------------------------------
                                                  Mr. David B. Lukens, President

                                           ATTEST:




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                                                           (Signature)











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