SUBSCRIPTION AGREEMENT
                             ----------------------


Dear  Subscriber:

     You  (the  "Subscriber")  hereby  agree to purchase, and e-VideoTV, Inc., a
Delaware  corporation  (the "Company") hereby agrees to issue and to sell to the
Subscriber, Secured 8% Convertible Notes (the "Notes") convertible in accordance
with  the  terms  thereof  into shares (the "Company Shares" or "Shares") of the
Company's  $.0001  par value common stock (the "Common Stock") for the aggregate
consideration as set forth on the signature page hereof ("Purchase Price").  The
form  of Convertible Note is annexed hereto as Exhibit A.  The Company will also
issue  and  deliver  to  the  Subscriber  warrants  in  the amount designated on
Schedule B hereto (the "Warrants").  The Notes, the Company Shares, the Warrants
and  the  Common  Stock  issuable upon exercise of the Warrants are collectively
referred  to  herein as, the "Securities".  Upon acceptance of this Agreement by
the  Subscriber,  the Company shall issue and deliver to the Subscriber the Note
against  payment,  by  federal  funds  wire  transfer  of  the  Purchase  Price.

     The  following  terms  and  conditions  shall  apply  to this subscription.

     1.     Subscriber's  Representations and Warranties.  The Subscriber hereby
            --------------------------------------------
represents  and  warrants  to  and  agrees  with  the  Company  that:

          (a)     Information on Company. The Subscriber has been furnished with
                  ----------------------
the Company's Form 10-KSB for the year ended December 31, 2000 as filed with the
Securities  and  Exchange  Commission  (the  "Commission")  together  with  all
subsequently  filed forms 10-QSB, and other publicly available filings made with
the  Commission  (hereinafter  referred  to as the "Reports").  In addition, the
Subscriber  has  received from the Company such other information concerning its
operations,  financial  condition  and  other  matters  as  the  Subscriber  has
requested  in  writing, and considered all factors the Subscriber deems material
in deciding on the advisability of investing in the Securities (such information
in  writing  is  collectively,  the  "Other  Written  Information").

          (b)     Information  on  Subscriber. The Subscriber is an "accredited
                  ---------------------------
investor", as such term is defined in Regulation D promulgated by the Commission
under the Securities Act of 1933, as amended (the "1933 Act"), is experienced in
investments  and  business matters, has made investments of a speculative nature
and  has  purchased  securities  of  United  States  publicly-owned companies in
private placements in the past and, with its representatives, has such knowledge
and  experience  in  financial,  tax and other business matters as to enable the
Subscriber  to utilize the information made available by the Company to evaluate
the merits and risks of and to make an informed investment decision with respect
to  the  proposed  purchase,  which  represents  a  speculative investment.  The
Subscriber  has  the authority and is duly and legally qualified to purchase and
own  the Securities.  The Subscriber is able to bear the risk of such investment
for an indefinite period and to afford a complete loss thereof.  The information
set  forth  on  the  signature page hereto regarding the Subscriber is accurate.

          (c)     Purchase  of  Note.  On  the Closing Date, the Subscriber will
                  ------------------
purchase  the  Note  for its own account and not with a view to any distribution
thereof.


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<PAGE>
          (d)     Compliance with Securities Act. The Subscriber understands and
                  ------------------------------
agrees  that  the  Securities  have  not  been registered under the 1933 Act, by
reason  of  their  issuance  in a transaction that does not require registration
under  the  1933  Act  (based in part on the accuracy of the representations and
warranties  of  Subscriber  contained  herein), and that such Securities must be
held  unless  a  subsequent  disposition  is registered under the 1933 Act or is
exempt  from  such  registration.

          (e)     Company  Shares  Legend.  The  Company  Shares, and the shares
                  -----------------------
of  Common  Stock  issuable  upon  the  exercise of the Warrants, shall bear the
following  legend:

     "THE  SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
     UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY NOT BE
     SOLD,  OFFERED  FOR  SALE,  PLEDGED  OR  HYPOTHECATED  IN THE ABSENCE
     OF  AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER SUCH SECURITIES ACT
     OR  AN  OPINION OF COUNSEL REASONABLY SATISFACTORY TO E-VIDEOTV, INC.
     THAT  SUCH  REGISTRATION  IS  NOT  REQUIRED."

          (f)     Warrants Legend. The Warrants shall bear the following
                  ---------------
legend:

     "THIS  WARRANT  AND  THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS
     WARRANT  HAVE  NOT  BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
     AS  AMENDED.  THIS  WARRANT  AND  THE  COMMON  SHARES  ISSUABLE  UPON
     EXERCISE  OF  THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED
     OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT
     AS  TO  THIS  WARRANT AND THE UNDERLYING COMMON SHARES UNDER SAID ACT
     OR  AN  OPINION OF COUNSEL REASONABLY SATISFACTORY TO E-VIDEOTV, INC.
     THAT  SUCH  REGISTRATION  IS  NOT  REQUIRED."

          (g)     Note  Legend.  The Note shall bear the following legend:
                  ------------

     "THIS  NOTE  AND  THE  COMMON SHARES ISSUABLE UPON CONVERSION OF THIS
     NOTE  HAVE  NOT  BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
     AMENDED.  THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF
     THIS  NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED
     IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE
     AND  THE  COMMON  SHARES  ISSUABLE UPON CONVERSION OF THIS NOTE UNDER
     SAID  ACT  OR  AN  OPINION  OF  COUNSEL  REASONABLY  SATISFACTORY  TO
     E-VIDEOTV,  INC.  THAT  SUCH  REGISTRATION  IS  NOT  REQUIRED."

          (h)     Communication  of  Offer. The offer to sell the Securities was
                  ------------------------
directly  communicated  to  the  Subscriber.  At  no  time  was  the  Subscriber
presented with or solicited by any leaflet, newspaper or magazine article, radio
or  television  advertisement,  or  any  other  form  of  general advertising or
solicited  or  invited  to  attend  a  promotional  meeting  otherwise  than  in
connection  and  concurrently  with  such  communicated  offer.


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<PAGE>
          (i)     Correctness of Representations. The Subscriber represents that
                  ------------------------------
the foregoing representations and warranties are true and correct as of the date
hereof  and,  unless  the Subscriber otherwise notifies the Company prior to the
Closing  Date  (as  hereinafter  defined),  shall  be true and correct as of the
Closing  Date.  The  foregoing  representations and warranties shall survive the
Closing  Date.

2.     Company  Representations  and  Warranties.  The  Company  represents  and
       -----------------------------------------
warrants  to  and  agrees  with  the  Subscriber  that:

          (a)     Due Incorporation. The Company and each of its subsidiaries is
                  -----------------
a  corporation  duly  organized, validly existing and in good standing under the
laws  of  the  respective  jurisdictions  of  their  incorporation  and have the
requisite corporate power to own their properties and to carry on their business
as  now  being  conducted.  The  Company  and  each  of its subsidiaries is duly
qualified  as  a  foreign  corporation to do business and is in good standing in
each  jurisdiction  where the nature of the business conducted or property owned
by  it  makes  such  qualification  necessary, other than those jurisdictions in
which  the failure to so qualify would not have a material adverse effect on the
business,  operations  or prospects or condition (financial or otherwise) of the
Company.

          (b)     Outstanding  Stock.  All  issued  and  outstanding  shares  of
                  ------------------
capital  stock  of  the  Company  and  each  of  its  subsidiaries has been duly
authorized  and  validly  issued  and  are  fully  paid  and  non-assessable.

          (c)     Authority;  Enforceability.  This  Agreement  has  been  duly
                  --------------------------
authorized,  executed  and  delivered  by the Company and is a valid and binding
agreement  enforceable  in  accordance  with  its  terms, subject to bankruptcy,
insolvency,  fraudulent transfer, reorganization, moratorium and similar laws of
general  applicability  relating to or affecting creditors' rights generally and
to  general  principles  of equity; and the Company has full corporate power and
authority  necessary to enter into this Agreement and to perform its obligations
hereunder  and all other agreements entered into by the Company relating hereto.

          (d)     Additional  Issuances.  There are no outstanding agreements or
                  ---------------------
preemptive  or similar rights affecting the Company's common stock or equity and
no  outstanding  rights,  warrants  or  options  to  acquire,  or  instruments
convertible  into  or  exchangeable  for,  or  agreements or understandings with
respect  to  the sale or issuance of any shares of common stock or equity of the
Company  or  other  equity  interest  in any of the subsidiaries of the Company,
except  as  described  in  the  Reports  or  Other  Written  Information.

          (e)     Consents.  No consent, approval, authorization or order of any
                  --------
court,  governmental  agency  or body or arbitrator having jurisdiction over the
Company,  or  any  of  its  affiliates,  the  NASD,  NASDAQ  or  the  Company's
Shareholders  is  required  for  execution  of  this  Agreement,  and  all other
agreements  entered  into  by  the  Company relating thereto, including, without
limitation  issuance  and  sale  of  the  Securities, and the performance of the
Company's  obligations  hereunder.

          (f)     No  Violation  or  Conflict.  Assuming the representations and
                  ---------------------------
warranties  of  the  Subscriber  in  Paragraph  1  are  true and correct and the
Subscriber  complies  with  its  obligations  under  this Agreement, neither the
issuance and sale of the Securities nor the performance of its obligations under
this  Agreement  and  all  other agreements entered into by the Company relating
thereto  by  the  Company  will:


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<PAGE>
               (i)     violate,  conflict  with,  result  in  a  breach  of,  or
constitute  a  default (or an event which with the giving of notice or the lapse
of  time  or  both would be reasonably likely to constitute a default) under (A)
the certificate of incorporation, charter or bylaws of the Company or any of its
affiliates,  (B)  to  the Company's knowledge, any decree, judgment, order, law,
treaty,  rule,  regulation  or determination applicable to the Company or any of
its  affiliates  of any court, governmental agency or body, or arbitrator having
jurisdiction over the Company or any of its affiliates or over the properties or
assets  of  the  Company  or  any  of its affiliates, (C) the terms of any bond,
debenture,  note  or any other evidence of indebtedness, or any agreement, stock
option or other similar plan, indenture, lease, mortgage, deed of trust or other
instrument  to  which  the Company or any of its affiliates is a party, by which
the Company or any of its affiliates is bound, or to which any of the properties
of  the  Company  or  any  of its affiliates is subject, or (D) the terms of any
"lock-up" or similar provision of any underwriting or similar agreement to which
the  Company,  or  any  of  its  affiliates  is  a  party;  or

               (ii)     result  in  the  creation  or  imposition  of  any lien,
charge  or  encumbrance upon the Securities or any of the assets of the Company,
or  any  of  its  affiliates.

          (g)     The  Securities.  The  Securities  upon  issuance:
                  ---------------

               (i)    are, or will be, free and clear of any security interests,
liens, claims or other encumbrances, subject to restrictions upon transfer under
the  1933  Act  and  State  laws;

               (ii)    have been, or will be, duly and validly authorized and on
the  date  of  issuance and on the Closing Date, as hereinafter defined, and the
date  the Note is converted, and the Warrants are exercised, the Securities will
be  duly  and  validly  issued,  fully paid and nonassessable (and if registered
pursuant  to  the  1933  Act,  and  resold pursuant to an effective registration
statement  will  be  free trading and unrestricted, provided that the Subscriber
complies  with  the  Prospectus  delivery  requirements);

               (iii)     will  not  have been issued or sold in violation of any
preemptive  or  other  similar  rights  of  the holders of any securities of the
Company;  and

               (iv)     will  not  subject  the  holders  thereof  to  personal
liability  by  reason  of  being  such  holders.

          (h)     Litigation.  There  is  no  pending  or, to the best knowledge
                  ----------
of  the Company, threatened action, suit, proceeding or investigation before any
court,  governmental  agency or body, or arbitrator having jurisdiction over the
Company, or any of its affiliates that would affect the execution by the Company
or  the  performance by the Company of its obligations under this Agreement, and
all  other  agreements  entered  into  by the Company relating hereto. Except as
disclosed  in  the Reports or Other Written Information, there is no pending or,
to  the  best  knowledge  of the Company, threatened action, suit, proceeding or
investigation  before  any  court,  governmental  agency  or body, or arbitrator
having  jurisdiction  over  the  Company,  or  any  of  its  affiliates.

          (i)     Reporting  Company.  The  Company  is  a  publicly-held
                  ------------------
company  subject  to  reporting obligations pursuant to Sections 15(d) and 13 of
the Securities Exchange Act of 1934, as amended (the "1934 Act") and has a class
of  common  shares  registered  pursuant  to Section 12(g) of the 1934 Act.  The
Company's  common stock is trading on the NASD OTC Bulletin Board ("OTC-Bulletin
Board").  Pursuant  to the provisions of the 1934 Act, the Company has filed all
reports  and other materials required to be filed thereunder with the Securities
and  Exchange  Commission during the preceding twelve months except as set forth
in  the  Reports.

          (j)     No  Market  Manipulation.  The Company has not taken, and will
                  ------------------------
not  take,  directly  or  indirectly,  any  action  designed  to,  or that might
reasonably  be  expected to, cause or result in stabilization or manipulation of
the price of the common stock of the Company to facilitate the sale or resale of
the  Securities  or  affect  the  price  at  which the Securities may be issued.


                                        4
<PAGE>
          (k)     Information Concerning Company.  The Reports and Other Written
                  ------------------------------
Information  contain  all  material  information relating to the Company and its
operations  and  financial  condition  as  of  their  respective  dates  which
information  is  required  to  be  disclosed  therein.   Since  the  date of the
financial  statements  included  in  the  Reports, and except as modified in the
Other  Written  Information,  there  has  been no material adverse change in the
Company's business, financial condition or affairs not disclosed in the Reports.
The Reports and Other Written Information do not contain any untrue statement of
a  material  fact or omit to state a material fact required to be stated therein
or  necessary  to  make  the  statements  therein  not  misleading.

          (l)     Dilution. The  umber of  hares  ssuable upon conversion of the
                  --------
Note  may  increase  substantially  in certain circumstances, including, but not
necessarily limited to, the circumstance wherein the trading price of the Common
Stock  declines  prior  to  conversion  of  the  Note.  The  Company's executive
officers  and  directors  have  studied  and  fully understand the nature of the
Securities  being  sold hereby and recognize that they have a potential dilutive
effect.  The  board of directors of the Company has concluded, in its good faith
business  judgment,  that such issuance is in the best interests of the Company.
The  Company  specifically  acknowledges that its obligation to issue the Shares
upon  conversion  of the Note and the Common Stock issuable upon exercise of the
Warrants  is  binding  upon  the  Company  and  enforceable, except as otherwise
described in this Subscription Agreement or the Note, regardless of the dilution
such  issuance  may have on the ownership interests of other shareholders of the
Company.

          (m)     Stop  Transfer. The Securities are restricted securities as of
                  --------------
the  date  of this Agreement. The Company will not issue any stop transfer order
or  other  order impeding the sale and delivery of the Securities, except as may
be  required  by  federal  securities  laws.

          (n)     Defaults.  Neither  the Company nor any of its subsidiaries is
                  --------
in violation of its Certificate of Incorporation or ByLaws.  Neither the Company
nor any of its subsidiaries is (i) in default under or in violation of any other
material agreement or instrument to which it is a party or by which it or any of
its  properties  are  bound or affected, which default or violation would have a
material  adverse  effect  on  the  Company, (ii) in default with respect to any
order  of  any  court, arbitrator or governmental body or subject to or party to
any order of any court or governmental authority arising out of any action, suit
or  proceeding  under  any  statute or other law respecting antitrust, monopoly,
restraint  of  trade,  unfair  competition  or  similar matters, or (iii) to its
knowledge  in  violation  of any statute, rule or regulation of any governmental
authority  which  violation would have a material adverse effect on the Company.

          (o)     No  Integrated Offering.    To the best of its knowledge after
                  -----------------------
due  inquiry  with  regulatory  authorities, neither the Company, nor any of its
affiliates,  nor  any  person  acting  on  its  or their behalf, has directly or
indirectly  made  any offers or sales of any security or solicited any offers to
buy  any  security  under  circumstances  that  would  cause the offering of the
Securities  pursuant  to this Agreement to be integrated with prior offerings by
the  Company for purposes of the 1933 Act or any applicable stockholder approval
provisions,  including,  without  limitation, under the rules and regulations of
the  OTC-Bulletin  Board,  as  applicable,  nor  will  the Company or any of its
affiliates  or  subsidiaries  take  any  action  or  steps  that would cause the
offering  of  the  Securities  to  be  integrated  with  other  offerings.

          (p)     No  General Solicitation.  Neither the Company, nor any of its
                  ------------------------
affiliates,  nor to its knowledge, any person acting on its or their behalf, has
engaged  in  any form of general solicitation or general advertising (within the
meaning  of  Regulation D under the Act) in connection with the offer or sale of
the  Securities.


                                        5
<PAGE>
          (q)     Listing.  The  Company's Common Stock is listed for trading on
                  -------
the  OTC-Bulletin  Board  and satisfies all requirements for the continuation of
such  listing.  The  Company  has  not received any notice that its common stock
will  be  delisted from the OTC-Bulletin Board or that the Common Stock does not
meet  all  requirements  for  the  continuation  of  such  listing.

          (r)     No Undisclosed Liabilities.  The Company has no liabilities or
                  --------------------------
obligations  which are material, individually or in the aggregate, which are not
disclosed  in  the  Reports  and  Other  Written  Information,  other than those
incurred  in  the ordinary course of the Company's businesses since December 31,
2000  and  which,  individually  or  in  the  aggregate, would not reasonably be
expected to have a material adverse effect on the Company's financial condition.

          (s)     No  Undisclosed  Events  or  Circumstances. Since December 31,
                  ------------------------------------------
2000,  no  event  or  circumstance  has  occurred  or exists with respect to the
Company  or  its  businesses,  properties,  prospects,  operations  or financial
condition,  that,  under  applicable  law,  rule  or regulation, requires public
disclosure or announcement prior to the date hereof by the Company but which has
not  been  so  publicly  announced  or  disclosed  in  the  Reports.

          (t)     Capitalization.  The  authorized and outstanding capital stock
                  --------------
of  the  Company  as  of the date of this Agreement and the Closing Date are set
forth on Schedule 2 hereto. Except as set forth in the Reports and Other Written
Information,  there  are  no  options,  warrants,  or  rights  to  subscribe to,
securities, rights or obligations convertible into or exchangeable for or giving
any  right  to  subscribe for any shares of capital stock of the Company. All of
the outstanding shares of Common Stock of the Company have been duly and validly
authorized  and  issued  and  are  fully  paid  and  nonassessable.

          (u)     Correctness  of  Representations.  The Company represents that
                  --------------------------------
the foregoing representations and warranties are true and correct as of the date
hereof  in  all  material  respects,  will be true and correct as of the Closing
Date,  and,  unless  the  Company otherwise notifies the Subscriber prior to the
Closing  Date,  shall  be  true  and  correct in all material respects as of the
Closing  Date.  The  foregoing  representations and warranties shall survive the
Closing  Date.

     3.     Regulation  D Offering.  This Offering is being made pursuant to the
            ----------------------
exemption  from  the  registration  provisions of the Securities Act of 1933, as
amended,  afforded  by  Rule 506 of Regulation D promulgated thereunder.  On the
Closing  Date, the Company will provide an opinion acceptable to Subscriber from
the  Company's  legal  counsel  opining  on the availability of the Regulation D
exemption  as it relates to the offer and issuance of the Securities.  A form of
the  legal  opinion is annexed hereto as Exhibit C. The Company will provide, at
the Company's expense, such other legal opinions in the future as are reasonably
necessary  for  the  conversion  of  the  Note  and  exercise  of  the Warrants.

     4.     Reissuance  of  Securities.  The  Company  agrees  to  reissue
            --------------------------
certificates  representing  the  Securities  without  the  legends  set forth in
Sections 1(e) and 1(f) above at such time as (a) the holder thereof is permitted
to  and  disposes  of such Securities pursuant to Rule 144(d) and/or Rule 144(k)
under  the  1933  Act  in  the opinion of counsel reasonably satisfactory to the
Company, or (b) upon resale subject to an effective registration statement after
the  Securities  are  registered  under  the  1933  Act.  The  Company agrees to
cooperate  with  the  Subscriber in connection with all resales pursuant to Rule
144(d)  and  Rule  144(k)  and  provide  legal  opinions necessary to allow such
resales  provided  the  Company and its counsel receive all reasonably requested
written  representations from the Subscriber and selling broker, if any.  If the
Company  fails  to  remove  any  legend as required by this Section 4 (a "Legend
Removal  Failure"),  then  beginning  on the tenth (10th) day following the date
that  the  Subscriber  has requested the removal of the legend and delivered all
items  reasonably  required  to  be  delivered  by  the  Subscriber, the Company
continues  to  fail  to  remove  such  legend,  the  Company  shall  pay to each
Subscriber  or  assignee  holding  shares subject to a Legend Removal Failure an
amount  equal to one percent (1%) of the Purchase Price of the shares subject to
a  Legend  Removal  Failure  per day that such failure continues.  If during any
twelve  (12) month period, the Company fails to remove any legend as required by
this Section 4 for an aggregate of thirty (30) days, each Subscriber or assignee
holding  Securities  subject  to  a  Legend  Removal Failure may, at its option,
require  the Company to purchase all or any portion of the Securities subject to
a  Legend  Removal  Failure  held  by such Subscriber or assignee at a price per
share  equal  to  120%  of  the  applicable  Purchase  Price.


                                        6
<PAGE>
     5.     Redemption.  The  Company  may not redeem the Securities without the
            ----------
consent  of  the  holder of the Securities except as otherwise described herein.

     6.     Fees/Warrants.
            -------------

          (a)     The  Company  shall pay to counsel to the Subscriber its fixed
fees  of  $15,000  for  services  rendered to Subscriber in connection with this
Agreement  and  the  other  Subscription  Agreements  for aggregate subscription
amounts  of  up  to $1,000,000 (the "Offering"). The Company will pay the escrow
agent  for the Offering a fee of $750. The Company will pay to the Fund Managers
identified  on  Schedule B hereto a cash fee in the amount of: ten percent (10%)
of  the  Purchase  Price  ("Fund Manager's Fee") and of the actual cash proceeds
received  by  the Company in connection with the exercise of the Warrants issued
in  connection  with  the  Offering  ("Warrant Exercise Compensation"). The Fund
Manager's Fee must be paid each Closing Date with respect to the Notes issued on
such  date.  The Warrant Exercise Compensation must be paid to the Fund Managers
identified  on Schedule B hereto, within ten (10) days of receipt of the Warrant
exercise  "Purchase  Price"  (as defined in the Warrant). The Fund Manager's Fee
and  legal  fees  will  be  payable out of funds held pursuant to a Funds Escrow
Agreement  to be entered into by the Company, Subscriber and an Escrow Agent. On
the  Closing  Date, the Company will pay the Fund Manager identified on Schedule
B,  the  sum  of  $2,500  as  an  expense  allowance  ("Expense  Allowance").

          (b)     The  Company  will  also  issue and deliver to the Subscriber,
Warrants  in  the amounts designated on Schedule B hereto in connection with the
Initial  Offering.  A  form  of  Warrant is annexed hereto as Exhibit D. The per
share  "Purchase Price" of Common Stock as defined in the Warrant shall be equal
to  the  lesser of (i) 120% of the average of the three lowest closing prices of
the  Common  Stock  as  reported by Bloomberg Financial for the Pink Sheets, the
NASD  OTC-Bulletin  Board,  NASDAQ  SmallCap  Market,  NASDAQ  National  Market,
American  Stock  Exchange, or New York Stock Exchange (each of the foregoing the
Principal  Market"), or such other principal market or exchange where the Common
Stock  is  listed  or  traded  for  the  ten (10) trading days preceding but not
including  the  Closing  Date  or  (ii)  120% of the average of the three lowest
closing  prices  of  the  Common Stock as reported by Bloomberg Financial on the
Principal  Market  for  the ten trading days prior to but not including the date
the  Warrant  is exercised. The Warrants designated on Schedule B hereto must be
delivered  to  the Subscriber on the Closing Date. Failure to timely deliver the
Warrant  Exercise  Compensation,  the Warrants or Fund Manager's Fee shall be an
Event  of  Default  as  defined  in  Article  III  of  the  Note.

          (c)     The Fund Manager's Fee, legal fees and escrow agent's fee will
be paid to the Fund Managers and attorneys only when, as, and if a corresponding
subscription amount is released from escrow to the Company and out of the escrow
proceeds.  All  the  representations,  covenants,  warranties,  undertakings,
remedies,  liquidated  damages, indemnification, rights in Section 9 hereof, and
other rights but not including registration rights made or granted to or for the
benefit  of the Subscriber are hereby also made and granted to the Subscriber in
respect of the Warrants and Common Stock issuable upon exercise of the Warrants.


                                        7
<PAGE>
          (d)     The  Company  on the one hand, and the Subscriber on the other
hand,  agree to indemnify the other against and hold the other harmless from any
and  all liabilities to any other persons claiming brokerage commissions or fund
manager's  fees except as identified on Schedule B hereto on account of services
purported  to  have  been  rendered  on  behalf  of  the  indemnifying  party in
connection  with  this  Agreement  or  the  transactions contemplated hereby and
arising  out of such party's actions.  Except as set forth on Schedule B hereto,
the Company represents that there are no other parties entitled to receive fees,
commissions,  or  similar  payments in connection with the offering described in
the  Subscription  Agreement.

     7.     Covenants  of the Company. The Company covenants and agrees with the
            -------------------------
Subscriber  as  follows:

          (a)     The  Company  will  advise  the  Subscriber, promptly after it
receives notice of issuance by the Securities and Exchange Commission, any state
securities  commission or any other regulatory authority of any stop order or of
any  order  preventing  or  suspending  any  offering  of  any securities of the
Company,  or  of  the suspension of the qualification of the Common Stock of the
Company  for  offering  or  sale  in  any jurisdiction, or the initiation of any
proceeding  for  any  such  purpose.

          (b)     The  Company  shall promptly secure the listing of the Company
Shares,  and  Common  Stock issuable upon the exercise of the Warrants upon each
national  securities exchange, or automated quotation system, if any, upon which
shares  of Common Stock are then listed (subject to official notice of issuance)
and  shall  maintain  such  listing  so long as any other shares of Common Stock
shall  be  so listed.  The Company will maintain the listing of its Common Stock
on  a  Principal  Market,  and  will  comply  in all respects with the Company's
reporting,  filing  and  other  obligations  under  the  bylaws  or rules of the
National  Association  of  Securities  Dealers  ("NASD")  and such exchanges, as
applicable.  The  Company  will  provide the Subscriber copies of all notices it
receives  notifying  the  Company  of the threatened and actual delisting of the
Common  Stock  from  any  Principal  Market.

          (c)     The  Company  shall  notify the SEC, NASD and applicable state
authorities,  in accordance with their requirements, if any, of the transactions
contemplated  by  this  Agreement, and shall take all other necessary action and
proceedings  as  may  be  required  and  permitted  by  applicable law, rule and
regulation, for the legal and valid issuance of the Securities to the Subscriber
and  promptly  provide  copies  thereof  to  Subscriber.

          (d)     Until  at  least  two (2) years after the effectiveness of the
Registration  Statement  on  Form  SB-2  or  such  other  Registration Statement
described  in  Section  10.1(iv)  hereof,  the Company will (i) cause its Common
Stock to continue to be registered under Sections 12(b) or 12(g) of the Exchange
Act, (ii) comply in all respects with its reporting and filing obligations under
the  Exchange  Act,  (iii)  comply  with  all  reporting  requirements  that  is
applicable  to  an  issuer with a class of shares registered pursuant to Section
12(g)  of the Exchange Act, and (iv) comply with all requirements related to any
registration  statement  filed pursuant to this Agreement.  The Company will not
take any action or file any document (whether or not permitted by the Act or the
Exchange  Act or the rules thereunder) to terminate or suspend such registration
or  to terminate or suspend its reporting and filing obligations under said Acts
until  the  later  of  (y)  two (2) years after the actual effective date of the
Registration  Statement  on  Form  SB-2  or  such  other  Registration Statement
described  in  Section  10.1(iv)  hereof,  or (z) the sale by the Subscriber and
Warrant  Recipients  of  all  the Securities issuable by the Company pursuant to
this  Agreement.  Until  at  least  two  (2)  years after the Warrants have been
exercised,  the  Company  will  use  its commercial best efforts to continue the
listing  of  the  Common Stock on the OTC-Bulletin Board, and will comply in all
respects  with  the  Company's reporting, filing and other obligations under the
bylaws  or  rules  of  the  NASD  and  NASDAQ.

          (e)     The Company undertakes to use the proceeds of the Subscriber's
funds  for  the  purposes set forth on Schedule 7(e) hereto.  Purchase Price may
not  and will not be used to pay debt or non-trade obligations outstanding on or
after  the  Closing  Date.  A  deviation  from  the use of proceeds set forth on
Schedule  7(e) of more than 10% per item or more than 20% in the aggregate shall
be  deemed  a  material  breach  of  the  Company's  obligations  hereunder.


                                        8
<PAGE>
          (f)     The  Company  undertakes  to  use its best efforts to acquire,
within  three  months  of the Closing Date, at a commercially reasonable cost, a
standard  officers and directors errors and omissions liability insurance policy
covering  the  transactions  contemplated  in  this  Agreement.

          (g)     The  Company  undertakes to reserve pro rata on behalf of each
holder  of  a Note or Warrant, from its authorized but unissued Common Stock, at
all  times  that Notes or Warrants remain outstanding, a number of Common Shares
equal  to  not  less than 200% of the amount of Common Shares necessary to allow
each  such  holder to be able to convert all such outstanding Notes, at the then
applicable  Conversion Price and one Common Share for each Common Share issuable
upon  exercise  of  the  Warrants.

     8.     Covenants  of  the Company and Subscriber Regarding Indemnification.
            -------------------------------------------------------------------

          (a)     The  Company agrees to indemnify, hold harmless, reimburse and
defend Subscriber, Subscriber's officers, directors, agents, affiliates, control
persons,  and  principal  shareholders,  against  any  claim,  cost,  expense,
liability,  obligation,  loss or damage (including reasonable legal fees) of any
nature, incurred by or imposed upon Subscriber or any such person which results,
arises out of or is based upon (i) any misrepresentation by Company or breach of
any  warranty  by  Company  in  this  Agreement  or in any Exhibits or Schedules
attached hereto, or other agreement delivered pursuant hereto; or (ii) after any
applicable  notice  and/or cure periods, any breach or default in performance by
the  Company  of  any  covenant  or  undertaking  to be performed by the Company
hereunder,  or  any  other  agreement entered into by the Company and Subscriber
relating  hereto.

          (b)     Subscriber  agrees  to indemnify, hold harmless, reimburse and
defend the Company and each of the Company's officers and directors at all times
against  any  claim,  cost,  expense,  liability,  obligation,  loss  or  damage
(including reasonable legal fees) of any nature, incurred by or imposed upon the
Company or any such person which results, arises out of or is based upon (i) any
misrepresentation  by  Subscriber  in  this  Agreement  or  in  any  Exhibits or
Schedules attached hereto, or other agreement delivered pursuant hereto; or (ii)
after  any  applicable  notice  and/or  cure  periods,  any breach or default in
performance  by  Subscriber  of  any  covenant or undertaking to be performed by
Subscriber  hereunder,  or  any  other agreement entered into by the Company and
Subscriber  relating  hereto.

          (c)     The  procedures  set  forth in Section 10.6 shall apply to the
indemnifications  set  forth  in  Sections  8(a)  and  8(b)  above.

     9.1.     Conversion  of  Note.
              --------------------

          (a)     Upon  the  conversion of the Note or part thereof, the Company
shall,  at  its  own  cost and expense, take all necessary action (including the
issuance  of  an opinion of counsel) to assure that the Company's transfer agent
shall  issue  stock  certificates  in the name of Subscriber (or its nominee) or
such  other  persons as designated by Subscriber and in such denominations to be
specified  at  conversion  representing  the  number  of  shares of common stock
issuable  upon  such conversion. The Company warrants that no instructions other
than  these instructions have been or will be given to the transfer agent of the
Company's Common Stock and that the Shares will be unlegended, free-trading, and
freely  transferable,  and  will  not contain a legend restricting the resale or
transferability  of the Common Stock provided the Shares are being sold pursuant
to  an  effective  registration  statement covering the Shares to be sold or are
otherwise  exempt  from  registration  when  sold.


                                        9
<PAGE>
          (b)     Subscriber  will  give  notice of its decision to exercise its
right  to  convert  the  Note  or  part  thereof  by telecopying an executed and
completed  Notice  of  Conversion  (as  defined  in the Note) to the Company via
confirmed  telecopier  transmission.  The  Subscriber  will  not  be required to
surrender  the  Note until the Note has been fully converted or satisfied.  Each
date  on which a Notice of Conversion is telecopied to the Company in accordance
with  the provisions hereof shall be deemed a Conversion Date.  The Company will
or  cause the transfer agent to transmit the Company's Common Stock certificates
representing  the  Shares issuable upon conversion of the Note to the Subscriber
via express courier for receipt by such Subscriber within four (4) business days
after  receipt by the Company of the Notice of Conversion (the "Delivery Date").
A Note representing the balance of the Note not so converted will be provided to
the  Subscriber,  if  requested  by Subscriber.  To the extent that a Subscriber
elects  not  to  surrender  a  Note  for  reissuance  upon  partial  payment  or
conversion,  the  Subscriber  hereby indemnifies the Company against any and all
loss or damage attributable to a third-party claim in an amount in excess of the
actual  amount  then  due  under  the  Note.

          (c)     The  Company  understands  that a delay in the delivery of the
Shares  in  the  form  required  pursuant  to Section 9 hereof, or the Mandatory
Redemption  Amount  described in Section 9.2 hereof, beyond the Delivery Date or
Mandatory  Redemption  Payment  Date  (as  hereinafter  defined) could result in
economic  loss  to  the  Subscriber.  As compensation to the Subscriber for such
loss,  the  Company  agrees  to  pay  late  payments  to the Subscriber for late
issuance  of  Shares  in  the  form  required  pursuant to Section 9 hereof upon
Conversion  of  the  Note or late payment of the Mandatory Redemption Amount, in
the  amount  of  $100  per  business  day  after  the Delivery Date or Mandatory
Redemption  Payment Date, as the case may be, for each $10,000 of Note principal
amount  being converted or redeemed. The Company shall pay any payments incurred
under  this  Section in immediately available funds upon demand. Furthermore, in
addition  to any other remedies which may be available to the Subscriber, in the
event  that the Company fails for any reason to effect delivery of the Shares by
the  Delivery Date or make payment by the Mandatory Redemption Payment Date, the
Subscriber  will  be  entitled  to  revoke all or part of the relevant Notice of
Conversion  or  rescind  all  or  part  of the notice of Mandatory Redemption by
delivery of a notice to such effect to the Company whereupon the Company and the
Subscriber  shall  each  be  restored  to their respective positions immediately
prior to the delivery of such notice, except that late payment charges described
above  shall  be  payable through the date notice of revocation or rescission is
given  to  the  Company.

          (d)     Nothing contained herein or in any document referred to herein
or  delivered in connection herewith shall be deemed to establish or require the
payment  of  a  rate  of  interest  or  other  charges  in excess of the maximum
permitted  by  applicable  law.  In  the  event  that  the  rate  of interest or
dividends  required  to  be  paid  or other charges hereunder exceed the maximum
permitted  by such law, any payments in excess of such maximum shall be credited
against  amounts  owed by the Company to the Subscriber and thus refunded to the
Company.

     9.2.     Mandatory Redemption.  In the event the Company is prohibited from
              --------------------
issuing  Shares,  or  fails to timely deliver Shares on a Delivery Date, or upon
the occurrence of an Event of Default (as defined in the Note) or for any reason
other  than pursuant to the limitations set forth in Section 9.3 hereof, then at
the  Subscriber's  election,  the  Company  must  pay to the Subscriber ten (10)
business  days  after  request  by  the  Subscriber  or on the Delivery Date (if
requested  by the Subscriber) a sum of money determined by multiplying up to the
outstanding  principal  amount of the Note designated by the Subscriber by 130%,
together  with  accrued  but  unpaid  interest  thereon  ("Mandatory  Redemption
Payment").  The  Mandatory Redemption Payment must be received by the Subscriber
on  the same date as the Company Shares otherwise deliverable or within ten (10)
business  days after request, whichever is sooner ("Mandatory Redemption Payment
Date"). Upon receipt of the Mandatory Redemption Payment, the corresponding Note
principal  and  interest  will  be  deemed  paid  and  no  longer  outstanding.


                                       10
<PAGE>
     9.3.     Maximum  Conversion.  The  Subscriber  shall  not  be  entitled to
              -------------------
convert  on  a  Conversion  Date that amount of the Note in connection with that
number  of shares of Common Stock which would be in excess of the sum of (i) the
number  of  shares  of Common Stock beneficially owned by the Subscriber and its
affiliates  on  a Conversion Date, and (ii) the number of shares of Common Stock
issuable upon the conversion of the Note with respect to which the determination
of  this  provision  is  being  made on a Conversion Date, which would result in
beneficial  ownership by the Subscriber and its affiliates of more than 4.99% of
the  outstanding  shares of Common Stock of the Company on such Conversion Date.
For  the  purposes  of  the  provision  to  the  immediately preceding sentence,
beneficial ownership shall be determined in accordance with Section 13(d) of the
Securities  Exchange  Act  of 1934, as amended, and Regulation 13d-3 thereunder.
Subject  to  the  foregoing,  the  Subscriber  shall not be limited to aggregate
conversions  of  only  4.99%.  The Subscriber may void the conversion limitation
described  in  this  Section  9.3  in  the  Event of Default by the Company. The
Subscriber  may  allocate which of the equity of the Company deemed beneficially
owned  by  the  Subscriber shall be included in the 4.99% amount described above
and  which  shall  be  allocated  to  the  excess  above  4.99%.

     9.4.     Injunction - Posting of Bond.  In  the  event  a  Subscriber shall
              ----------------------------
elect  to  convert a Note or part thereof, the Company may not refuse conversion
based on any claim that such Subscriber or any one associated or affiliated with
such  Subscriber  has  been  engaged  in  any violation of law, or for any other
reason,  unless,  an  injunction  from  a  court,  on notice, restraining and or
enjoining  conversion  of  all  or  part of said Note shall have been sought and
obtained  and the Company posts a surety bond for the benefit of such Subscriber
in  the  amount  of  130%  of  the  amount  of the Note, which is subject to the
injunction,  which  bond  shall  remain  in  effect  until  the  completion  of
arbitration/litigation of the dispute and the proceeds of which shall be payable
to  such  Subscriber  to  the  extent  Subscriber  obtains  judgment.

     9.5.     Buy-In.  In  addition  to  any  other  rights  available  to  the
              ------
Subscriber,  if  the  Company  fails  to  deliver  to the Subscriber such shares
issuable  upon  conversion  of  a Note by the Delivery Date and if ten (10) days
after  the Delivery Date the Subscriber purchases (in an open market transaction
or  otherwise)  shares  of  Common Stock to deliver in satisfaction of a sale by
such  Subscriber  of the Common Stock which the Subscriber anticipated receiving
upon  such  conversion  (a  "Buy-In"), then the Company shall pay in cash to the
Subscriber  (in  addition  to  any  remedies  available  to  or  elected  by the
Subscriber)  the  amount  by  which  (A)  the  Subscriber's total purchase price
(including  brokerage  commissions,  if  any)  for the shares of Common Stock so
purchased exceeds (B) the aggregate principal and/or interest amount of the Note
for which such conversion was not timely honored, together with interest thereon
at  a rate of 15% per annum, accruing until such amount and any accrued interest
thereon  is  paid  in full (which amount shall be paid as liquidated damages and
not  as  a  penalty).  For example, if the Subscriber purchases shares of Common
Stock having a total purchase price of $11,000 to cover a Buy-In with respect to
an  attempted  conversion  of  $10,000  of  note  principal and/or interest, the
Company  shall  be  required  to  pay the Subscriber $1,000, plus interest.  The
Subscriber  shall  provide  the  Company  written  notice indicating the amounts
payable  to  the  Subscriber  in  respect  of  the  Buy-In.

     9.6     Adjustments.   The  Conversion  Price and amount of Shares issuable
             ------------
upon  conversion  of  the  Notes  shall  be  adjusted  consistent with customary
anti-dilution  adjustments.

     9.7.     Optional Redemption. The Company will have the option of redeeming
              -------------------
any  outstanding Notes ("Optional Redemption") by paying to the Subscriber a sum
of  money  as  follows:

              from the Closing Date through 30 days after the Closing Date -
              120%
              from  31  days  through  90  days  after  the Closing Date - 135%
              from  91  days  through  180  days  after the Closing Date - 145%
              after  180  days  following  the  Closing  Date  -  190%


                                       11
<PAGE>
             of  the  principal  amount  of  the  Note together with accrued but
unpaid  interest  thereon  and any and all other sums due, accrued or payable to
the  Subscriber  arising  under  this  Subscription Agreement, Note or any other
document  delivered herewith ("Redemption Amount") outstanding on the day notice
of  redemption  ("Notice  of  Redemption)  is given to a Subscriber ("Redemption
Date").  A  Notice of Redemption may not be given in connection with any portion
of  Note  for which notice of conversion has been given by the Subscriber at any
time  before  receipt of a Notice of Redemption. The Subscriber may elect within
five  (5)  business  days  after  receipt  of a Notice of Redemption to give the
Company  Notice  of  Conversion  in  connection  with  some  or  all of the Note
principal  and  interest  which  was  the subject of the Notice of Redemption. A
Notice  of  Redemption  must be accompanied by a certificate signed by the chief
executive  officer  or  chief  financial officer of the Company stating that the
Company  has  on  deposit  and  segregated  ready  funds equal to the Redemption
Amount.  The  Redemption  Amount must be paid in good funds to the Subscriber no
later  than  the seventh (7th) business day after the Redemption Date ("Optional
Redemption  Payment Date"). In the event the Company fails to pay the Redemption
Amount  by the Optional Redemption Payment Date, then the Redemption Notice will
be null and void and the Company will thereafter have no further right to effect
an  Optional Redemption, and at the Subscriber's election, the Redemption Amount
will  be  deemed  a  Mandatory  Redemption  Payment  and the Optional Redemption
Payment  Date  will  be deemed a Mandatory Redemption Payment Date. Such failure
will also be deemed an Event of Default under the Note. Any Notice of Redemption
must be given to all holders of Notes issued in connection with the Offering, in
proportion to their holdings of Note principal on a Redemption Date. A Notice of
Redemption  may  be  given  by the Company, provided (i) no Event of Default, as
described in the Note shall have occurred or be continuing; and (ii) the Company
Shares  issuable  upon  conversion  of  the  full outstanding Note principal are
included for unrestricted resale in a registration statement effective as of the
Redemption Date. Note proceeds may not be used to effect an Optional Redemption.

     10.1.     Registration  Rights.  The  Company  hereby  grants the following
               --------------------
registration  rights  to  holders  of  the  Securities.

               (i)     On  one  occasion,  for  a  period  commencing  121  days
after  the  Closing  Date, but not later than three years after the Closing Date
("Request  Date"),  the Company, upon a written request therefor from any record
holder  or  holders  of  more  than 50% of the aggregate of the Company's Shares
issued  and  issuable  upon  Conversion of the Notes (the Common Stock issued or
issuable  upon conversion of the Notes or issuable by virtue of ownership of the
Note,  being, the "Registrable Securities"), shall prepare and file with the SEC
a registration statement under the Act covering the Registrable Securities which
are  the  subject  of  such  request, unless such Registrable Securities are the
subject  of  an effective registration statement.  In addition, upon the receipt
of  such  request,  the  Company shall promptly give written notice to all other
record holders of the Registrable Securities that such registration statement is
to  be  filed  and  shall  include  in  such  registration statement Registrable
Securities  for  which it has received written requests within 10 days after the
Company  gives  such written notice.  Such other requesting record holders shall
be  deemed  to have exercised their demand registration right under this Section
10.1(i).  As  a  condition precedent to the inclusion of Registrable Securities,
the  holder  thereof  shall  provide  the  Company  with such information as the
Company  reasonably  requests.  The obligation of the Company under this Section
10.1(i)  shall  be  limited  to  one  registration  statement.

               (ii)     If  the  Company  at  any  time proposes to register any
of  its  securities  under  the  Act for sale to the public, whether for its own
account  or  for  the  account  of  other  security holders or both, except with
respect  to  registration  statements  on  Forms  S-4,  S-8  or another form not
available  for  registering  the  Registrable Securities for sale to the public,
provided  the  Registrable Securities are not otherwise registered for resale by
the  Subscriber  or Holder pursuant to an effective registration statement, each
such  time  it  will  give  at least 30 days' prior written notice to the record
holder of the Registrable Securities of its intention so to do. Upon the written
request  of  the holder, received by the Company within 20 days after the giving


                                       12
<PAGE>
of  any  such  notice  by  the  Company,  to  register  any  of  the Registrable
Securities,  the  Company  will  cause  such  Registrable Securities as to which
registration  shall have been so requested to be included with the securities to
be  covered  by  the registration statement proposed to be filed by the Company,
all  to  the  extent  required  to  permit  the sale or other disposition of the
Registrable  Securities  so  registered  by  the  holder  of  such  Registrable
Securities  (the  "Seller"). In the event that any registration pursuant to this
Section  10.1(ii) shall be, in whole or in part, an underwritten public offering
of  common  stock of the Company, the number of shares of Registrable Securities
to  be  included  in  such  an  underwriting  may  be  reduced  by  the managing
underwriter  if  and  to  the  extent that the Company and the underwriter shall
reasonably  be  of  the  opinion  that such inclusion would adversely affect the
marketing  of  the  securities  to  be  sold  by  the Company therein; provided,
however,  that  the  Company  shall  notify  the  Seller  in writing of any such
reduction. Notwithstanding the foregoing provisions, or Section 10.4 hereof, the
Company  may  withdraw  or delay or suffer a delay of any registration statement
referred  to in this Section 10.1(ii) without thereby incurring any liability to
the  Seller.

               (iii)     If, at the time any written request for registration is
received  by the Company pursuant to Section 10.1(i), the Company has determined
to  proceed  with  the actual preparation and filing of a registration statement
under  the  1933  Act in connection with the proposed offer and sale for cash of
any  of its securities for the Company's own account, such written request shall
be  deemed  to  have been given pursuant to Section 10.1(ii) rather than Section
10.1(i), and the rights of the holders of Registrable Securities covered by such
written  request  shall  be  governed  by  Section  10.1(ii).

               (iv)     The  Company  shall  file  with the Commission within 25
days  after  the  Closing  Date  (the  "Filing  Date"),  and  use its reasonable
commercial  efforts  to  cause  to  be declared effective Form SB-2 registration
statement  (or  such other form that it is eligible to use) in order to register
the  Registrable  Securities  for  resale  and  distribution  under the Act. The
registration statement described in this paragraph must be declared effective by
the  Commission  within  120  days  of  the  Closing  Date  (as  defined herein)
("Effective  Date").  The Company will register not less than a number of shares
of  Common  Stock  in the aforedescribed registration statement that is equal to
300%  of  the  Company  Shares issuable at the Conversion Price that would be in
effect  on the Closing Date or the date of filing of such registration statement
(employing  the  Conversion  Price  which  would result in the greater number of
Shares),  assuming  the  conversion  of  100%  of  the  Notes.  The  Registrable
Securities  shall  be  reserved and set aside exclusively for the benefit of the
Subscriber,  and  not  issued,  employed  or  reserved for anyone other than the
Subscriber.  Such  registration statement will be promptly amended or additional
registration  statements  will  be promptly filed by the Company as necessary to
register  additional  Company  Shares  to  allow the public resale of all Common
Stock  included  in  and  issuable  by  virtue of the Registrable Securities. No
securities of the Company other than the Registrable Securities will be included
in  the  registration  statement  described  in  this  Section  10.1(iv).

     10.2.     Registration  Procedures. If and whenever the Company is required
               ------------------------
by the provisions hereof to effect the registration of any shares of Registrable
Securities  under  the  Act,  the  Company  will,  as expeditiously as possible:

          (a)     prepare  and file with the Commission a registration statement
with  respect  to  such  securities  and  use  its  best  efforts  to cause such
registration  statement  to  become  and  remain effective for the period of the
distribution  contemplated thereby (determined as herein provided), and promptly
provide  to  the  holders  of  Registrable  Securities ("Sellers") copies of all
filings  and  Commission  letters  of  comment;

          (b)     prepare  and  file  with  the  Commission  such amendments and
supplements to such registration statement and the prospectus used in connection
therewith  as  may  be  necessary  to keep such registration statement effective
until the latest of: (i) twelve months after the latest Maturity Date of a Note;
(ii)  thirty  months  after  the  Closing Date; or (iii) until such registration
statement  has been effective for a period of not less than 270 days, and comply
with  the  provisions  of  the Act with respect to the disposition of all of the
Registrable Securities covered by such registration statement in accordance with
the  Seller's  intended  method  of  disposition  set forth in such registration
statement  for  such  period;


                                       13
<PAGE>
          (c)     furnish  to  the  Seller, and to each underwriter if any, such
number  of  copies  of  the  registration  statement and the prospectus included
therein  (including  each preliminary prospectus) as such persons reasonably may
request  in  order  to  facilitate  the  public sale or their disposition of the
securities  covered  by  such  registration  statement;

          (d)     use  its  best  efforts  to  register  or qualify the Seller's
Registrable  Securities  covered  by  such  registration  statement  under  the
securities  or  "blue  sky"  laws of such jurisdictions as the Seller and in the
case  of  an  underwritten  public  offering,  the  managing  underwriter  shall
reasonably  request,  provided, however, that the Company shall not for any such
purpose  be  required  to  qualify  generally  to transact business as a foreign
corporation  in  any  jurisdiction where it is not so qualified or to consent to
general  service  of  process  in  any  such  jurisdiction;

          (e)     list  the  Registrable Securities covered by such registration
statement  with any securities exchange on which the Common Stock of the Company
is  then  listed;

          (f)     immediately  notify the Seller and each underwriter under such
registration  statement  at  any  time  when  a  prospectus  relating thereto is
required  to  be delivered under the Act, of the happening of any event of which
the  Company has knowledge as a result of which the prospectus contained in such
registration  statement,  as  then  in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary  to  make  the  statements  therein  not  misleading  in  light of the
circumstances  then  existing;

          (g)     make  available  for inspection by the Seller, any underwriter
participating  in  any distribution pursuant to such registration statement, and
any  attorney,  accountant or other agent retained by the Seller or underwriter,
all  publicly available, non-confidential financial and other records, pertinent
corporate  documents  and  properties  of  the  Company, and cause the Company's
officers,  directors  and  employees  to  supply  all  publicly  available,
non-confidential  information  reasonably  requested by the seller, underwriter,
attorney,  accountant  or  agent in connection with such registration statement.

     10.3.     Provision  of  Documents.
               ------------------------

          (a)     At  the  request  of  the  Seller,  provided  a  demand  for
registration  has  been  made  pursuant  to  Section  10.1(i)  or  a request for
registration  has  been  made  pursuant  to  Section  10.1(ii),  the Registrable
Securities  will  be included in a registration statement filed pursuant to this
Section  10.

          (b)     In  connection  with  each  registration hereunder, the Seller
will  furnish  to  the  Company  in  writing such information and representation
letters with respect to itself and the proposed distribution by it as reasonably
shall  be  necessary  in  order to assure compliance with federal and applicable
state  securities laws. In connection with each registration pursuant to Section
10.1(i)  or  10.1(ii)  covering an underwritten public offering, the Company and
the Seller agree to enter into a written agreement with the managing underwriter
in  such  form and containing such provisions as are customary in the securities
business  for  such an arrangement between such underwriter and companies of the
Company's  size  and  investment  stature.


                                       14
<PAGE>
          10.4.     Non-Registration  Events.  The  Company  and  the Subscriber
                    ------------------------
agree that the Seller will suffer damages if any registration statement required
under  Section  10.1(i)  or  10.1(ii)  above  is  not filed within 30 days after
written  request  by  the  Holder  and  not declared effective by the Commission
within  90  days  after  such  request  (or  the Filing Date and Effective Date,
respectively,  in  reference  to the Registration Statement on Form SB-2 or such
other  form  described  in  Section  10.1(iv)), and maintained in the manner and
within  the  time periods contemplated by Section 10 hereof, and it would not be
feasible  to  ascertain the extent of such damages with precision.  Accordingly,
if  (i)  the Registration Statement described in Sections 10.1(i) or 10.1(ii) is
not  filed  within 30 days of such written request, or is not declared effective
by the Commission on or prior to the date that is 90 days after such request, or
(ii)  the  registration  statement  on Form SB-2 or such other form described in
Section  10.1(iv)  is  not  filed  on  or before the Filing Date or not declared
effective on or before the sooner of the Effective Date, or within five business
days  of  receipt  by  the  Company  of a written or oral communication from the
Commission  that  the  registration statement described in Section 10.1(iv) will
not  be  reviewed,  or  (iii)  any  registration statement described in Sections
10.1(i),  10.1(ii)  or  10.1(iv)  is  filed  and  declared  effective  but shall
thereafter  cease  to  be  effective  (without being succeeded immediately by an
additional  registration statement filed and declared effective) for a period of
time  which  shall exceed 30 days in the aggregate per year but not more than 20
consecutive  calendar  days  (defined  as a period of 365 days commencing on the
date the Registration Statement is declared effective) (each such event referred
to  in clauses (i), (ii) and (iii) of this Section 10.4 is referred to herein as
a  "Non-Registration  Event"),  then, for so long as such Non-Registration Event
shall  continue,  the  Company shall pay, at the Subscriber's option, in cash or
stock  at  the applicable Conversion Price, as Liquidated Damages to each holder
of  any  Registrable Securities an amount equal to two percent (2%) per month or
part  thereof  during  the  pendency  of  such  Non-Registration  Event,  of the
principal  of  the  Notes issued in connection with the Offering, whether or not
converted,  then owned of record by such holder or issuable  as of or subsequent
to  the occurrence of such Non-Registration Event.  Payments to be made pursuant
to  this  Section  10.4  shall  be due and payable within five (5) business days
after  demand  in  immediately  available  funds.  In  the  event  a  Mandatory
Redemption  Payment  is  demanded  from  the  Company  by the Holder pursuant to
Section  9.2  of  this  Subscription  Agreement,  then  the  Liquidated  Damages
described  in  this  Section  10.4  shall no longer accrue on the portion of the
Purchase  Price  underlying the Mandatory Redemption Payment, from and after the
date  the  Holder  receives  the Mandatory Redemption Payment.  It shall also be
deemed  a  Non-Registration Event if at any time a Note is outstanding, there is
less than 125% of the amount of Common Shares necessary to allow full conversion
of such Note at the then applicable Conversion Price registered for unrestricted
resale  in  an  effective  registration  statement.

     10.5.     Expenses.  All  expenses  incurred  by  the  Company in complying
               --------
with  Section  10,  including,  without  limitation, all registration and filing
fees,  printing  expenses,  fees  and  disbursements  of counsel and independent
public  accountants  for  the  Company,  fees and expenses (including reasonable
counsel  fees)  incurred  in  connection with complying with state securities or
"blue  sky"  laws, fees of the National Association of Securities Dealers, Inc.,
transfer  taxes,  fees of transfer agents and registrars, and costs of insurance
are  called  "Registration  Expenses".  All  underwriting  discounts and selling
commissions applicable to the sale of Registrable Securities, including any fees
and  disbursements  of  any  special  counsel to the Seller, are called "Selling
Expenses".  The Seller shall pay the fees of its own additional counsel, if any.
The  Company  will  pay  all  Registration  Expenses  in  connection  with  the
registration statement under Section 10. All Selling Expenses in connection with
each  registration  statement  under Section 10 shall be borne by the Seller and
may  be apportioned among the Sellers in proportion to the number of shares sold
by  the  Seller  relative  to  the number of shares sold under such registration
statement  or  as  all  Sellers  thereunder  may  agree.

     10.6.     Indemnification  and  Contribution.
               ----------------------------------


                                       15
<PAGE>
          (a)     In  the  event of a registration of any Registrable Securities
under  the  Act  pursuant  to  Section  10,  the Company will indemnify and hold
harmless  the  Seller,  each officer of the Seller, each director of the Seller,
each  underwriter  of  such  Registrable  Securities  thereunder  and each other
person,  if  any,  who controls such Seller or underwriter within the meaning of
the  1933  Act,  against  any  losses,  claims, damages or liabilities, joint or
several,  to  which  the  Seller,  or such underwriter or controlling person may
become  subject  under  the  Act  or  otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon  any  untrue  statement  or  alleged  untrue statement of any material fact
contained  in any registration statement under which such Registrable Securities
was  registered under the Act pursuant to Section 10, any preliminary prospectus
or  final  prospectus contained therein, or any amendment or supplement thereof,
or  arise  out  of  or  are based upon the omission or alleged omission to state
therein  a  material fact required to be stated therein or necessary to make the
statements  therein  not  misleading,  and  will reimburse the Seller, each such
underwriter  and  each  such  controlling person for any legal or other expenses
reasonably  incurred  by  them in connection with investigating or defending any
such  loss,  claim,  damage,  liability  or  action; provided, however, that the
Company  shall  not  be liable to the Seller to the extent that any such damages
arise  out  of  or  are  based  upon an untrue statement or omission made in any
preliminary prospectus if (i) the Seller failed to send or deliver a copy of the
final  prospectus  delivered  by  the Company to the Seller with or prior to the
delivery  of  written  confirmation  of  the  sale  by  the Seller to the person
asserting  the  claim  from  which such damages arise, (ii) the final prospectus
would  have  corrected such untrue statement or alleged untrue statement or such
omission  or alleged omission, or (iii) to the extent that any such loss, claim,
damage  or  liability  arises  out  of  or  is based upon an untrue statement or
alleged  untrue  statement or omission or alleged omission so made in conformity
with information furnished by any such Seller, or any such controlling person in
writing  specifically  for  use  in  such  registration statement or prospectus.

          (b)     In  the  event  of  a  registration  of any of the Registrable
Securities  under  the Act pursuant to Section 10, the Seller will indemnify and
hold  harmless  the  Company,  and each person, if any, who controls the Company
within  the  meaning  of  the  Act,  each  officer  of the Company who signs the
registration  statement, each director of the Company, each underwriter and each
person  who  controls any underwriter within the meaning of the Act, against all
losses,  claims,  damages or liabilities, joint or several, to which the Company
or  such officer, director, underwriter or controlling person may become subject
under  the  Act  or  otherwise,  insofar  as  such  losses,  claims,  damages or
liabilities  (or  actions in respect thereof) arise out of or are based upon any
untrue  statement  or alleged untrue statement of any material fact contained in
the  registration  statement  under  which  such  Registrable  Securities  were
registered  under  the Act pursuant to Section 10, any preliminary prospectus or
final  prospectus  contained therein, or any amendment or supplement thereof, or
arise out of or are based upon the omission or alleged omission to state therein
a  material  fact  required  to  be  stated  therein  or  necessary  to make the
statements  therein not misleading, and will reimburse the Company and each such
officer,  director,  underwriter  and  controlling person for any legal or other
expenses  reasonably  incurred  by  them  in  connection  with  investigating or
defending  any such loss, claim, damage, liability or action, provided, however,
that  the  Seller  will  be liable hereunder in any such case if and only to the
extent  that any such loss, claim, damage or liability arises out of or is based
upon  an  untrue  statement  or  alleged untrue statement or omission or alleged
omission  made in reliance upon and in conformity with information pertaining to
such  Seller,  as  such,  furnished  in  writing  to  the Company by such Seller
specifically for use in such registration statement or prospectus, and provided,
further, however, that the liability of the Seller hereunder shall be limited to
the  gross  proceeds  received  by  the  Seller  from  the  sale  of Registrable
Securities  covered  by  such  registration  statement.

          (c)     Promptly  after  receipt  by  an  indemnified  party hereunder
of  notice of the commencement of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party hereunder,
notify  the indemnifying party in writing thereof, but the omission so to notify
the indemnifying party shall not relieve it from any liability which it may have
to  such  indemnified party other than under this Section 10.6(c) and shall only
relieve  it from any liability which it may have to such indemnified party under
this  Section  10.6(c),  except  and  only if and to the extent the indemnifying
party  is  prejudiced by such omission. In case any such action shall be brought
against  any indemnified party and it shall notify the indemnifying party of the
commencement thereof, the indemnifying party shall be entitled to participate in
and,  to  the  extent it shall wish, to assume and undertake the defense thereof
with  counsel satisfactory to such indemnified party, and, after notice from the
indemnifying  party  to  such indemnified party of its election so to assume and
undertake  the  defense  thereof,  the indemnifying party shall not be liable to
such  indemnified  party  under  this  Section  10.6(c)  for  any legal expenses
subsequently  incurred  by such indemnified party in connection with the defense
thereof other than reasonable costs of investigation and of liaison with counsel
so  selected,  provided,  however,  that,  if  the defendants in any such action
include  both  the  indemnified  party  and  the  indemnifying  party  and  the
indemnified  party  shall have reasonably concluded that there may be reasonable
defenses  available  to  it  which  are  different  from  or additional to those
available to the indemnifying party or if the interests of the indemnified party
reasonably  may  be  deemed  to  conflict with the interests of the indemnifying
party,  the  indemnified  parties  shall  have  the right to select one separate
counsel  and  to  assume such legal defenses and otherwise to participate in the
defense  of  such action, with the reasonable expenses and fees of such separate
counsel and other expenses related to such participation to be reimbursed by the
indemnifying  party  as  incurred.


                                       16
<PAGE>
          (d)     In  order  to  provide  for  just  and  equitable contribution
in  the  event  of joint liability under the Act in any case in which either (i)
the  Seller,  or  any  controlling  person  of  the  Seller,  makes  a claim for
indemnification  pursuant  to  this Section 10.6 but it is judicially determined
(by the entry of a final judgment or decree by a court of competent jurisdiction
and  the expiration of time to appeal or the denial of the last right of appeal)
that  such  indemnification may not be enforced in such case notwithstanding the
fact  that  this Section 10.6 provides for indemnification in such case, or (ii)
contribution  under  the  Act  may  be  required  on  the  part of the Seller or
controlling  person  of the Seller in circumstances for which indemnification is
provided  under  this Section 10.6; then, and in each such case, the Company and
the  Seller  will  contribute  to  the  aggregate  losses,  claims,  damages  or
liabilities  to  which  they  may be subject (after contribution from others) in
such  proportion  so  that  the  Seller  is  responsible  only  for  the portion
represented  by  the percentage that the public offering price of its securities
offered  by the registration statement bears to the public offering price of all
securities  offered  by such registration statement, provided, however, that, in
any  such  case, (y) the Seller will not be required to contribute any amount in
excess  of  the  public  offering  price  of  all  such securities offered by it
pursuant  to  such registration statement; and (z) no person or entity guilty of
fraudulent  misrepresentation  (within  the meaning of Section 10(f) of the Act)
will be entitled to contribution from any person or entity who was not guilty of
such  fraudulent  misrepresentation.

     10.7.     Underwriter  Liability.  Nothing  contained  in this Agreement or
               ----------------------
any document delivered herewith shall require or imply that the Subscriber is or
be  an  Underwriter  as  defined  in  the 1933 Act of 1934 Act, nor a "statutory
underwriter."  The Subscriber shall not be required to take any action or assume
any  liability  or  obligation  which  would  or  could  impose  Underwriter  or
"statutory  underwriter"  status  or  liability  on  the  Subscriber.

     11.     Offering  Restrictions.  Except  (i) as disclosed in the Reports or
             ----------------------
Other  Written Information prior to the date of this Subscription Agreement, and
(ii)  stock  or  stock  options granted to employees or directors of the Company
pursuant  to  a  plan which has been approved by the shareholders of the Company
(these  exceptions  hereinafter  referred  to  as the "Excepted Issuances"), the
Company  will  not issue any equity, convertible debt or other securities, prior
to  the  expiration  of a period equal to the later of (x) 270 days during which
the  registration  statement  described  in  Section  10.1(iv)  above  has  been
effective, or (y) 12 months after the Closing Date, other than with respect to a
bona  fide  business  acquisition  of or by the Company.  The Excepted Issuances
(other  than  (i)  above)  may be issued during the above described time periods
provided such securities are not transferable until after a time period equal to
one  year  during which the registration statement described in Section 10.1(iv)
above  has  been  effective.

     12.     Security  Interest.  As  a  condition  of Closing, the Company will
             ------------------
deliver  to  the  Subscriber  Common  Shares  of  the  Company  owned by certain
shareholders  of  the  Company, together with signature guaranteed stock powers.
Collectively,  the  foregoing  stock  is  referred  to as "Security Shares." The
Security Shares will be held by the Subscriber pursuant to a Security Agreement.
The  Company  will  also  execute  all  such  documents  reasonably necessary to
memorialize  and  further  protect  the  security  interest  described  above.


                                       17
<PAGE>
     13.     Miscellaneous.
             -------------

          (a)     Notices.  All  notices  or  other communications given or made
                  -------
hereunder  shall  be  in  writing  and  shall  be personally delivered or deemed
delivered the first business day after being telecopied (provided that a copy is
delivered  by  first class mail) to the party to receive the same at its address
set forth below or to such other address as either party shall hereafter give to
the  other  by  notice  duly made under this Section:  (i) if to the Company, to
e-VideoTV,  Inc.,  7333  East  Doubletree  Ranch  Rd., Suite 205, Scottsdale, AZ
85258,  telecopier  number:  (480)  778-1498, with a copy by telecopier only to:
Gary  Blume,  Esq.,  11811  North  Tatum  Boulevard,  Suite  #1025,  Phoenix  AZ
85028-1699,  telecopier  number:  (602) 494-7313, and (ii) if to the Subscriber,
to the name, address and telecopy number set forth on the signature page hereto,
with  a copy by telecopier only to Daniel M. Laifer, Esq., 135 West 50th Street,
Suite  1700,  New  York,  New  York  10020,  telecopier  number: (212) 541-4434.

          (b)     Closing.  The  consummation  of  the transactions contemplated
                  -------
herein  shal ltake place at the offices of Daniel M. Laifer, Esq., 135 West 50th
Street,  Suite  1700,  New  York,  New  York 10020, upon the satisfaction of all
conditions to Closing set forth in this Agreement. The closing date shall be the
date  that subscriber funds representing the net amount due the Company from the
Purchase  Price  are  transmitted  by wire transfer to the Company (the "Closing
Date").

          (c)     Entire  Agreement;  Assignment.  This Agreement represents 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. No right
or  obligation  of  either  party  shall be assigned by that party without prior
notice  to  and  the  written  consent  of  the  other  party.

          (d)     Execution.  This  Agreement  may  be  executed  by  facsimile
                  ---------
transmission,  and  in  counterparts,  each of which will be deemed an original.

          (e)     Law  Governing this Agreement.  This  Agreement  shall  be
                  -----------------------------
governed  by  and construed in accordance with the laws of the State of New York
without  regard to principles of conflicts of laws. Any action brought by either
party  against  the  other  concerning  the  transactions  contemplated  by this
Agreement  shall  be  brought  only  in  the  state courts of New York or in the
federal  courts  located  in  the  state  of  New  York.  Both  parties  and the
individuals  executing  this  Agreement  and  other  agreements on behalf of the
Company  agree  to  submit to the jurisdiction of such courts and waive trial by
jury. The prevailing party shall be entitled to recover from the other party its
reasonable  attorney's  fees  and costs. In the event that any provision of this
Agreement  or any other agreement delivered in connection herewith is invalid or
unenforceable  under  any applicable statute or rule of law, then such provision
shall  be  deemed  inoperative  to the extent that it may conflict therewith and
shall  be  deemed modified to conform with such statute or rule of law. Any such
provision  which  may  prove  invalid  or  unenforceable under any law shall not
affect  the  validity or enforceability of any other provision of any agreement.

          (f)     Specific  Enforcement,  Consent  to Jurisdiction.  The Company
                  ------------------------------------------------
and  Subscriber acknowledge and agree that irreparable damage would occur in the
event  that  any  of  the  provisions  of  this  Agreement were not performed in
accordance  with  their  specific  terms  or  were  otherwise  breached.  It  is
accordingly  agreed  that  the  parties  shall  be  entitled to an injunction or
injunctions  to prevent or cure breaches of the provisions of this Agreement and
to  enforce  specifically the terms and provisions hereof or thereof, this being
in  addition  to any other remedy to which any of them may be entitled by law or
equity.  Subject  to  Section  13(e)  hereof, each of the Company and Subscriber
hereby  waives, and agrees not to assert in any such suit, action or proceeding,
any  claim  that it is not personally subject to the jurisdiction of such court,
that  the suit, action or proceeding is brought in an inconvenient forum or that
the venue of the suit, action or proceeding is improper. Nothing in this Section
shall  affect  or limit any right to serve process in any other manner permitted
by  law.


                                       18
<PAGE>
          (g)     Confidentiality.  The Company agrees that it will not disclose
                  ---------------
publicly  or privately the identity of the Subscriber unless expressly agreed to
in  writing  by  the  Subscriber  or  only  to  the  extent  required  by  law.

          (h)     Automatic  Termination.  This  Agreement  shall  automatically
                  ----------------------
terminate without any further action of either party hereto if the Closing shall
not  have  occurred  by  the  tenth  (10th) business day following the date this
Agreement  is  accepted  by  the  Subscriber.


                      [THIS SPACE INTENTIONALLY LEFT BLANK]


                                       19
<PAGE>
     Please  acknowledge your acceptance of the foregoing Subscription Agreement
by  signing  and returning a copy to the undersigned whereupon it shall become a
binding  agreement  between  us.

                           E-VIDEOTV,  INC.
                           A  Delaware  Corporation


                           By:_________________________________
                                Name:
                                Title:

                           Dated:  July  __,  2001


ATTEST:


By:___________________________________


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


Purchase  Price:  $1,000,000.00
                  -------------

Warrants:  666,666




ACCEPTED:  Dated  as  of  July  __,  2001


LAURUS  MASTER  FUND,  LTD.  -  Subscriber
A  Cayman  Island  corporation
c/o  Onshore  Corporate  Services  Ltd.
P.O.  Box  1234  G.T.
Queensgate  House,  South  Church  Street
Grand  Cayman,  Cayman  Islands
Fax:  345-949-9877


By:______________________________


                                       20
<PAGE>