Exhibit
      10.6





**SEGUSO
      HOLDINGS, INC.**


**SUBSCRIPTION
      AGREEMENT**





1. Subscription .
      In
      connection with the offering of 500,000 shares of common stock, par value $.0001
      per share (the “Shares”) of Seguso Holdings, Inc. (the “Company”), at a price of
      $0.10 per share on a self underwritten all-or-none basis, as described in the
      Prospectus, filed with the Securities and Exchange Commission (the “SEC”) on
      October 26, 2007 (the “Prospectus”) under Rule 424(b)(3) promulgated under the
      Securities Act of 1933, as amended (the “Securities Act”), the undersigned
      hereby subscribes to purchase ________ Shares of the Company for a purchase
      price equal to $0.10 per Share or $__________ in the aggregate by check or
      wire
      transfer to “Sterling National Bank” in the amount of the purchase price based
      on the instructions set forth below, which funds shall be disbursed along with
      the execution and delivery of this Subscription Agreement to the mailing address
      set forth on the signature page, below.







**Wiring
      Instructions** **:**





______________________


_____________________


_____________________


For
                the account of ______________


ABA
                # _________


Escrow
                Account #___________


If
                funds are coming from an international bank, then add our SWIFT #:
                _________





**Check** **:**





Make
      your
      check payable to **“_______________________”**


(put
      “Account No. ___________/Seguso Holdings, Inc.” on check). ****








2. Escrow .
      The
      undersigned understands that the subscription funds will be held in a
      non-interest bearing escrow account at Sterling National Bank pursuant to the
      terms of the escrow agreement, dated April 11, 2008 with Sterling National
      Bank
      (the “Escrow Agreement”), whereby Phillips Nizer LLP shall be the escrow agent
      (the “Escrow Agent”). The funds provided by subscribers shall be deposited with
      the Escrow Agent. In the event subscriptions of $50,000 (the “Full Subscription
      Amount”) have not been received by the Escrow Agent within the 180 day period
      (which includes the extension of an additional 90 days through April 23, 2008
      as
      disclosed in the Company’s Current Report on Form 8-K, filed with the SEC on
      March 4, 2008) (the “Offering Period”), all funds deposited to the Escrow Agent
      will be promptly returned to the undersigned in accordance with the Prospectus
      and this Subscription Agreement will be null and void. Upon reaching the Full
      Subscription Amount within the Offering Period, the certificates representing
      the aggregate amount of 500,000 Shares shall be held in escrow by Phillips
      Nizer
      LLP and, along with the proceeds of the offering being held in the escrow
      account, shall only be returned or released, as the case may be, in accordance
      with Rule 419 or as otherwise described in the Prospectus.




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3. Representations
      and Warranties .




(a)  The
      undersigned represents and warrants that, prior to signing this Subscription
      Agreement, he or she has received the Prospectus describing the offering of
      Shares by the Company, including as described under the caption "Risk Factors"
      in the Prospectus.





(b)  The
      undersigned, if a corporation, partnership, limited liability company, or trust
      is authorized and otherwise duly qualified to enter into this Subscription
      Agreement.





(c)  The
      undersigned acknowledges that he/she/it is a resident or is incorporated in
      the
      State of New York and that the Shares are registered only in the State of New
      York and that purchasers in any secondary trading market which may develop
      for
      the Shares must also be residents of New York unless an exemption from state
      registration requirements is available. In connection therewith, the undersigned
      acknowledges that such Share certificates shall bear an appropriate legend
      that
      restricts the further sale or assignment of the Shares except in accordance
      with
      the terms of the Prospectus.





4. Non-Transferable;
      Effectiveness .
      This
      Subscription Agreement is not transferable or assignable. The execution and
      delivery of this Subscription Agreement will not constitute an agreement between
      the undersigned and the Company until this subscription is accepted on behalf
      of
      the Company. This Subscription Agreement shall survive the death or disability
      of the undersigned and shall be binding upon the undersigned's heirs, successors
      (with respect to business entities), and legal representatives.




5. Substitute
      Form W-9 Information . Under
      the
      penalties of perjury, the undersigned certifies that: (1) the Social Security
      number or Taxpayer Identification Number given on the signature page below
      is
      correct; and (2) he/she/it is not subject to backup withholding. INSTRUCTION:
      YOU MUST CROSS OUT NUMBER 2 ABOVE IF YOU HAVE BEEN NOTIFIED BY THE INTERNAL
      REVENUE SERVICE THAT YOU ARE SUBJECT TO BACKUP WITHHOLDING BECAUSE OF
      UNDERREPORTING INTEREST OR DIVIDENDS ON YOUR TAX RETURN.




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**SIGNATURE
      PAGE TO SUBSCRIPTION AGREEMENT**





In
      witness whereof, the undersigned hereby executes this Subscription Agreement
      as
      of the ____ day of 20___, at _______________, ______________.





Signature:
      _____________________





Print
      Name: ____________________





________________________________





________________________________


Federal
      Employer Identification


Number/Social
      Security Number





________________________________


Street
      Address





________________________________


City,
      State and Zip Code





________________________________


Telephone
      Number








Accepted
      and Agreed as of ___________, 2008:




**SEGUSO
      HOLDINGS, INC.**





By:
      _____________________________


Robert
      Seguso


Its:
      President and Chief Executive Officer


**Mail
      To** **:**


Meyers
      Associates L.P.


45
      Broadway, 2nd Floor


New
      York, New York 10006


Attn:
      Eileen Slitkin




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