Exhibit 4.5

                             SUBSCRIPTION AGREEMENT

                                       FOR

                              Z TRIM HOLDINGS, INC.


Z Trim Holdings, Inc.
1011 Campus Drive
Mundelein, IL 60060

Ladies and Gentlemen:

     1. Subscription.

        (a) The undersigned  (the  "Purchaser"),  intending to be legally bound,
hereby  irrevocably  agrees to  purchase  a unit or units  (each,  a "Unit"  and
collectively,  the "Units") from Z Trim Holdings,  Inc., an Illinois corporation
(the "Company"), at a purchase price of $100,000 per Unit. Each Unit consists of
100,000 shares of common stock,  $.00005 par value per share (the "Common Stock"
or "Shares"),  of the Company and a five-year warrant, with an exercise price of
$1.20 per share,  (the  "Warrants")  to purchase  25,000 shares of Common Stock.
This  subscription  is  submitted to you in  accordance  with and subject to the
terms  and  conditions  described  in  this  Subscription  Agreement,   and  the
Confidential  Private Placement  Memorandum of the Company dated March 15, 2007,
as  amended  or  supplemented  from  time  to  time,   including  all  documents
incorporated by reference  therein and all  attachments,  schedules and exhibits
thereto (the  "Memorandum"),  relating to the offering (the  "Offering")  by the
Company of a minimum  of 40 Units  ($4,000,000)  (the  "Minimum  Amount")  and a
maximum of 80 Units ($8,000,000) (the "Maximum Amount").

        (b) The  terms of the  Offering  are more  completely  described  in the
Memorandum and such terms are  incorporated  herein in their  entirety.  Certain
capitalized  terms  used,  but not  otherwise  defined  herein,  shall  have the
respective meanings provided in the Memorandum.

     2.  Payment.  The Purchaser  encloses  herewith a check payable to, or will
immediately make a wire transfer  payment to, "U.S. Bank Trust,  N.A., as Escrow
Agent for Z Trim  Holdings,  Inc.," in the full amount of the purchase  price of
the Units being  subscribed  for.  Together with the check for, or wire transfer
of, the full  purchase  price,  the  Purchaser  is  delivering  a completed  and
executed  Omnibus  Signature  Page  to  this  Subscription   Agreement  and  the
Registration Rights Agreement.

     3.  Deposit of Funds.  All  payments  made as  provided in Section 2 hereof
shall be deposited by the Company as soon as  practicable  with U.S. Bank Trust,
N.A., as escrow agent (the "Escrow  Agent") or such other escrow agent appointed
by JP Turner and the Company,  in a  non-interest  bearing  escrow  account (the
"Escrow  Account").  In the event that the Company does not succeed in receiving
and accepting  subscriptions for the Minimum Amount on or before March 27, 2007,
subject to an extension to May 15, 2007 at the  discretion  of JP Turner and the

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Company,  the Company  will refund all of the  Purchaser's  subscription  funds,
without  interest  accrued thereon or deduction  therefrom,  and will return the
subscription  documents to the Purchaser.  If the Company  rejects a Purchaser's
subscription,  either  in  whole  or in  part  (which  decision  is in the  sole
discretion  of the  Company),  the rejected  subscription  funds or the rejected
portion  thereof will be returned  promptly to the  Purchaser  without  interest
accrued thereon or deduction therefrom. The minimum subscription for a Purchaser
in the Offering is one (1) Unit ($100,000);  provided,  however,  that JP Turner
and the Company, in their sole discretion,  may waive such minimum  subscription
requirement from time to time.

     4. Acceptance of  Subscription.  The Purchaser  understands and agrees that
the Company in its sole  discretion  reserves the right to accept or reject this
or any other  subscription  for the Units, in whole or in part,  notwithstanding
prior  receipt by the  Purchaser  of notice of  acceptance  of this or any other
subscription.  The Company shall have no obligation  hereunder until the Company
shall execute and deliver to the Purchaser an executed copy of this Subscription
Agreement. If Purchaser's  subscription is rejected in whole, or the Offering is
terminated or the Minimum Amount is not  subscribed for and accepted,  all funds
received from the Purchaser will be returned without interest,  penalty, expense
or deduction,  and this Subscription Agreement shall thereafter be of no further
force or effect. If Purchaser's  subscription is rejected in part, the funds for
the rejected portion of such  subscription  will be returned  without  interest,
penalty,  expense or deduction, and this Subscription Agreement will continue in
full force and effect to the extent such subscription was accepted.

     5.  Representations  and Warranties of the Purchaser.  The Purchaser hereby
acknowledges, represents, warrants, and agrees as follows:

        (a) None of the  shares of Common  Stock  contained  in the Units or the
shares of Common Stock issuable upon exercise of the Warrants  offered  pursuant
to the Memorandum  are  registered  under the Securities Act of 1933, as amended
(the "Securities Act"), or any state securities laws. The Purchaser  understands
that  the  offering  and  sale  of the  Units  is  intended  to be  exempt  from
registration under the Securities Act, by virtue of Section 4(2) thereof and the
provisions of  Regulation D promulgated  thereunder,  based,  in part,  upon the
representations,  warranties and  agreements of the Purchaser  contained in this
Subscription Agreement;

        (b) The Purchaser and the Purchaser's  attorney,  accountant,  purchaser
representative  and/or tax  advisor,  if any  (collectively,  "Advisors"),  have
received the  Memorandum and all other  documents  requested by the Purchaser or
its  Advisors,   if  any,  have  carefully  reviewed  them  and  understand  the
information  contained  therein,  prior to the  execution  of this  Subscription
Agreement;

        (c) Neither the Securities and Exchange  Commission  (the  "Commission")
nor any state securities  commission has approved the Units or any of the shares
of Common  Stock  issued by the Company or the shares of Common  Stock  issuable
upon  exercise of the  Warrants,  or passed  upon or endorsed  the merits of the
Offering or confirmed the accuracy or determined the adequacy of the Memorandum.
The Memorandum has not been reviewed by any Federal,  state or other  regulatory
authority;

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        (d) All documents,  records,  and books  pertaining to the investment in
the  Units  (including,  without  limitation,  the  Memorandum)  have  been made
available for inspection by the Purchaser and its Advisors, if any;

        (e) The  Purchaser  and its  Advisors,  if any,  have  had a  reasonable
opportunity  to ask  questions  of and receive  answers from a person or persons
acting on behalf of the  Company  concerning  the  offering of the Units and the
business,  financial  condition,  results of  operations  and  prospects  of the
Company,  and all such questions have been answered by the Company in writing to
the  full  satisfaction  of the  Purchaser  and its  Advisors,  if any,  and the
Purchaser  and its Advisors have had access,  through the EDGAR system,  to true
and complete  copies of the  Company's  most recent Annual Report on Form 10-KSB
for the fiscal year ended December 31, 2005 (the "10-KSB") and all other reports
filed by the  Company  pursuant  to the  Securities  Exchange  Act of  1934,  as
amended,  since the filing of the  10-KSB and prior to the date  hereof and have
reviewed such filings;

        (f) In evaluating the  suitability of an investment in the Company,  the
Purchaser has not relied upon any  representation  or other information (oral or
written)  other than as stated in the Memorandum or as contained in documents so
furnished to the Purchaser or its Advisors, if any, by the Company in writing;

        (g) The  Purchaser  is unaware  of, is in no way relying on, and did not
become aware of the offering of the Units through or as a result of, any form of
general solicitation or general advertising including,  without limitation,  any
article,   notice,   advertisement  or  other  communication  published  in  any
newspaper, magazine or similar media or broadcast over television, radio or over
the Internet,  in connection  with the offering and sale of the Units and is not
subscribing  for Units and did not  become  aware of the  offering  of the Units
through or as a result of any  seminar or  meeting  to which the  Purchaser  was
invited by, or any  solicitation  of a subscription  by, a person not previously
known to the Purchaser in connection with investments in securities generally;

        (h) The Purchaser has taken no action which would give rise to any claim
by any person for brokerage  commissions,  finders' fees or the like relating to
this Subscription Agreement or the transactions  contemplated hereby (other than
commissions  to be  paid  by  the  Company  to JP  Turner  as  described  in the
Memorandum or as otherwise described in the Memorandum);

        (i) The Purchaser, either alone or together with its Advisor(s), if any,
have such knowledge and experience in financial, tax, and business matters, and,
in particular,  investments  in securities,  so as to enable them to utilize the
information  made available to them in connection with the offering of the Units
to evaluate the merits and risks of an  investment  in the Units and the Company
and to make an informed investment decision with respect thereto;

        (j) The  Purchaser  is not relying on the  Company,  JP Turner or any of
their respective  employees or agents with respect to the legal,  tax,  economic
and related  considerations of an investment in the Units, and the Purchaser has
relied on the advice of, or has consulted with, only its own Advisors;

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        (k) The Purchaser is acquiring the Units solely for such Purchaser's own
account for investment and not with a view to resale or distribution thereof, in
whole or in part.  The  Purchaser  has no  agreement or  arrangement,  formal or
informal, with any person to sell or transfer all or any of the shares of Common
Stock included in the Units or the shares of Common Stock issuable upon exercise
of the Warrants, and the Purchaser has no plans to enter into any such agreement
or arrangement;

        (l) The  purchase  of the Units  represents  high risk  capital  and the
Purchaser is able to afford an investment in a  speculative  venture  having the
risks and  objectives of the Company.  The Purchaser  must bear the  substantial
economic risks of the investment in the Units  indefinitely  because none of the
securities included in the Units may be sold, hypothecated or otherwise disposed
of unless subsequently  registered under the Securities Act and applicable state
securities  laws or an exemption from such  registration  is available.  Legends
shall be placed on the securities  included in the Units to the effect that they
have not been registered under the Securities Act or applicable state securities
laws and  appropriate  notations  thereof  will be made in the  Company's  stock
books. Stop transfer  instructions will be placed with the transfer agent of the
securities constituting the Units. The Company has agreed that purchasers of the
Units will have,  with  respect to the shares of Common  Stock  contained in the
Units and the shares of Common Stock  underlying the Warrants,  the registration
rights described in the Registration Rights Agreement in the form annexed to the
Memorandum. Notwithstanding such registration rights, it is not anticipated that
there will be any market for resale of the shares of Common  Stock  contained in
the Units,  the Warrants or the shares of Common Stock issuable upon exercise of
the Warrants, and such securities will not be freely transferable at any time in
the foreseeable future;

        (m) The Purchaser has adequate  means of providing for such  Purchaser's
current  financial  needs  and  foreseeable  contingencies  and has no need  for
liquidity  of the  investment  in the shares of Common  Stock  contained  in the
Units,  the Warrants or the shares of Common Stock issuable upon exercise of the
Warrants for an indefinite period of time;

        (n) The Purchaser is aware that an  investment  in the Units  involves a
number of very  significant  risks and has  carefully  read and  considered  the
matters set forth in the Memorandum  and, in  particular,  the matters under the
caption "Risk Factors" therein, and, in particular, acknowledges that such risks
may materially  adversely affect the Company's  results of operations and future
prospects;

        (o) The Purchaser is an "accredited investor" as that term is defined in
Regulation  D under  the  Securities  Act,  and has  truthfully  and  accurately
completed the Accredited Investor Certification contained herein;

        (p)  The  Purchaser:  (i)  if a  natural  person,  represents  that  the
Purchaser  has reached the age of 21 and has full power and authority to execute
and deliver this  Subscription  Agreement  and all other  related  agreements or
certificates  and to carry out the  provisions  hereof  and  thereof;  (ii) if a
corporation,  partnership,  or  limited  liability  company or  partnership,  or
association,  joint stock company, trust,  unincorporated  organization or other
entity,  represents that such entity was not formed for the specific  purpose of
acquiring the Units, such entity is duly organized, validly existing and in good
standing under the laws of the state of its  organization,  the  consummation of
the transactions  contemplated hereby is authorized by, and will not result in a
violation of state law or its charter or other  organizational  documents,  such
entity has full power and  authority  to execute and deliver  this  Subscription

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Agreement and all other related  agreements or certificates and to carry out the
provisions   hereof  and  thereof  and  to  purchase  and  hold  the  securities
constituting  the  Units,  the  execution  and  delivery  of  this  Subscription
Agreement has been duly authorized by all necessary  action,  this  Subscription
Agreement has been duly executed and delivered on behalf of such entity and is a
legal,  valid and binding  obligation of such entity; or (iii) if executing this
Subscription  Agreement in a representative  or fiduciary  capacity,  represents
that it has full power and  authority to execute and deliver  this  Subscription
Agreement in such capacity and on behalf of the  subscribing  individual,  ward,
partnership,  trust,  estate,  corporation,  or  limited  liability  company  or
partnership,   or  other  entity  for  whom  the  Purchaser  is  executing  this
Subscription Agreement, and such individual,  partnership,  ward, trust, estate,
corporation,  or limited liability  company or partnership,  or other entity has
full right and power to perform pursuant to this Subscription Agreement and make
an investment in the Company,  and represents that this  Subscription  Agreement
constitutes a legal,  valid and binding obligation of such entity. The execution
and delivery of this  Subscription  Agreement will not violate or be in conflict
with any order, judgment, injunction, agreement or controlling document to which
the Purchaser is a party or by which it is bound;

        (q) The Purchaser and its Advisors,  if any, have had the opportunity to
obtain  any  additional  information,   to  the  extent  the  Company  had  such
information in their possession or could acquire it without  unreasonable effort
or expense, necessary to verify the accuracy of the information contained in the
Memorandum  and all  documents  received  or  reviewed  in  connection  with the
purchase of the Units and have had the  opportunity to have  representatives  of
the Company  provide them with such additional  information  regarding the terms
and  conditions  of this  particular  investment  and the  financial  condition,
results of operations,  business and prospects of the Company deemed relevant by
the Purchaser or its Advisors,  if any, and all such requested  information,  to
the extent the Company had such  information  in its possession or could acquire
it without  unreasonable effort or expense,  has been provided by the Company in
writing to the full satisfaction of the Purchaser and its Advisors, if any;

        (r) The Purchaser  represents to the Company that any information  which
the  undersigned  has  heretofore  furnished  or is  furnishing  herewith to the
Company or JP Turner is  complete  and  accurate  and may be relied  upon by the
Company in determining the availability of an exemption from registration  under
Federal and state  securities laws in connection with the offering of securities
as described in the Memorandum.  The Purchaser  further  represents and warrants
that it will  notify and supply  corrective  information  to the  Company and JP
Turner  immediately upon the occurrence of any change therein occurring prior to
the Company's issuance of the securities contained in the Units;

        (s) The Purchaser has significant prior investment experience, including
investment  in  non-listed  and  non-registered  securities.  The  Purchaser  is
knowledgeable  about  investment  considerations  in public  companies  and,  in
particular,  public  companies  traded  on  the  American  Stock  Exchange.  The
Purchaser has a sufficient net worth to sustain a loss of its entire  investment
in the Company in the event such a loss should occur.  The  Purchaser's  overall
commitment to investments  which are not readily  marketable is not excessive in
view of the Purchaser's net worth and financial  circumstances  and the purchase
of the Units will not cause such commitment to become excessive. This investment
is a suitable one for the Purchaser;

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        (t) The Purchaser is satisfied that it has received adequate information
with respect to all matters which it or its Advisors,  if any, consider material
to its decision to make this investment;

        (u) The Purchaser  acknowledges  that any  estimates or  forward-looking
statements  or  projections  included  in the  Memorandum  were  prepared by the
Company  in good  faith,  but  that  the  attainment  of any  such  projections,
estimates or forward-looking  statements cannot be guaranteed by the Company and
should not be relied upon;

        (v) No  oral or  written  representations  have  been  made,  or oral or
written  information  furnished,  to the Purchaser or its  Advisors,  if any, in
connection with the offering of the Units which are in any way inconsistent with
the information contained in the Memorandum;

        (w) Within five days after  receipt of a request  from the Company or JP
Turner,  the Purchaser will provide such  information and deliver such documents
as may reasonably be necessary to comply with any and all laws and ordinances to
which the Company or JP Turner is subject;

        (x) The Purchaser's substantive  relationship with JP Turner or subagent
through which the  Purchaser is  subscribing  for Units  predates JP Turner's or
such subagent's contact with the Purchaser regarding an investment in the Units;

        (y) THE  SECURITIES  OFFERED HEREBY HAVE NOT BEEN  REGISTERED  UNDER THE
SECURITIES  ACT OR THE  SECURITIES  LAWS OF CERTAIN STATES AND ARE BEING OFFERED
AND SOLD IN RELIANCE ON EXEMPTIONS  FROM THE  REGISTRATION  REQUIREMENTS OF SAID
ACT AND SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY
AND RESALE AND MAY NOT BE TRANSFERRED  OR RESOLD EXCEPT AS PERMITTED  UNDER SAID
ACT  AND  SUCH  LAWS  PURSUANT  TO  REGISTRATION  OR  EXEMPTION  THEREFROM.  THE
SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE  COMMISSION,  ANY STATE
SECURITIES  COMMISSION OR ANY OTHER  REGULATORY  AUTHORITY,  NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE
ACCURACY OR ADEQUACY OF THE MEMORANDUM.  ANY  REPRESENTATION  TO THE CONTRARY IS
UNLAWFUL;

        (z) The Purchaser  acknowledges  that neither the shares of Common Stock
included in the Units nor the Warrants have been  recommended  by any Federal or
state  securities  commission or regulatory  authority.  In making an investment
decision  investors  must rely on their own  examination  of the Company and the
terms of the Offering, including the merits and risks involved. Furthermore, the
foregoing authorities have not confirmed the accuracy or determined the adequacy
of this Subscription Agreement. Any representation to the contrary is a criminal
offense.  The shares of Common Stock issued by the Company, the Warrants and the
shares of Common Stock  issuable upon the exercise of the Warrants,  are subject
to  restrictions  on  transferability  and resale and may not be  transferred or
resold except as permitted  under the Securities  Act, and the applicable  state
securities  laws,  pursuant to  registration or exemption  therefrom.  Investors
should be aware that they will be required to bear the  financial  risks of this
investment for an indefinite period of time; and

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        (aa) (For ERISA plans only) The fiduciary of the ERISA plan (the "Plan")
represents  that  such  fiduciary  has  been  informed  of and  understands  the
Company's investment objectives,  policies and strategies, and that the decision
to invest  "plan  assets"  (as such term is defined in ERISA) in the  Company is
consistent  with the  provisions of ERISA that require  diversification  of plan
assets  and impose  other  fiduciary  responsibilities.  The  Purchaser  or Plan
fiduciary (a) is responsible  for the decision to invest in the Company;  (b) is
independent of the Company and any of its  affiliates;  (c) is qualified to make
such investment decision; and (d) in making such decision, the Purchaser or Plan
fiduciary has not relied on any advice or  recommendation  of the Company or any
of its affiliates.

     6.  Representations  and  Warranties  of the  Company.  The Company  hereby
acknowledges, represents, warrants, and agrees as follows:

        (a) The Company is duly organized, validly existing and in good standing
under  the laws of the State of  Illinois.  The  Company  is duly  qualified  to
transact  business and is in good standing in each jurisdiction in which failure
to do so  would  have  a  material  adverse  effect  on  the  assets,  business,
properties, operations, financial condition or prospects of the Company; and

        (b) The  execution  and  delivery of this  Subscription  Agreement,  the
Warrants  and the  Registration  Rights  Agreement  and the  performance  by the
Company of its obligations  hereunder and thereunder and the consummation by the
Company of the transactions contemplated hereby have been duly authorized by the
Company and no other  proceedings on the part of the Company are necessary.  The
person(s)   executing  this  Subscription   Agreement,   the  Warrants  and  the
Registration  Rights Agreement on behalf of the Company has all right, power and
authority  to execute and deliver such  agreements  in the name and on behalf of
the Company.  This  Subscription  Agreement,  the Warrants and the  Registration
Rights  Agreement  have been duly  executed  and  delivered  by the Company and,
assuming the due authorization,  execution and delivery hereof by the subscriber
hereto,  will constitute the legal, valid and binding obligation of the Company,
enforceable against the Company in accordance with its terms, except as the same
may be limited by applicable bankruptcy, insolvency, reorganization,  moratorium
or other  similar  laws  affecting  the rights of  creditors  generally  and the
availability of equitable remedies.

     7. Indemnification. The Purchaser agrees to indemnify and hold harmless the
Company, JP Turner and their respective officers, directors,  employees, agents,
control persons and affiliates from and against all losses, liabilities, claims,
damages, costs, fees and expenses whatsoever (including, but not limited to, any
and all expenses incurred in  investigating,  preparing or defending against any
litigation  commenced or threatened)  based upon or arising out of any actual or
alleged false  acknowledgment,  representation or warranty, or misrepresentation
or omission to state a material fact, or breach by the Purchaser of any covenant
or agreement made by the Purchaser herein or in any other document  delivered in
connection with this Subscription Agreement.

     8.  Irrevocability;  Binding Effect. The Purchaser hereby  acknowledges and
agrees that the subscription  hereunder is irrevocable by the Purchaser,  except
as  required by  applicable  law,  and that this  Subscription  Agreement  shall
survive the death or  disability  of the Purchaser and shall be binding upon and
inure to the benefit of the parties and their heirs, executors,  administrators,

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successors,  legal  representatives,  and permitted assigns. If the Purchaser is
more than one person, the obligations of the Purchaser  hereunder shall be joint
and several and the agreements, representations, warranties, and acknowledgments
herein  shall be deemed to be made by and be binding  upon each such  person and
such   person's   heirs,   executors,    administrators,    successors,    legal
representatives, and permitted assigns.

     9.  Modification.  This  Subscription  Agreement  shall not be  modified or
waived except by an  instrument in writing  signed by the party against whom any
such modification or waiver is sought.

     10. Notices. Any notice or other communication  required or permitted to be
given  hereunder  shall be in  writing  and shall be mailed by  certified  mail,
return receipt  requested,  or delivered against receipt to the party to whom it
is to be given (a) if to the  Company,  at the address set forth above or (b) if
to the Purchaser,  at the address set forth on the signature page hereof (or, in
either case, to such other address as the party shall have  furnished in writing
in  accordance  with the  provisions  of this  Section  10). Any notice or other
communication  given by  certified  mail  shall be  deemed  given at the time of
certification  thereof,  except for a notice  changing a party's  address  which
shall be deemed given at the time of receipt thereof.

     11. Assignability.  This Subscription  Agreement and the rights,  interests
and  obligations  hereunder are not  transferable or assignable by the Purchaser
and the transfer or assignment  of the Units,  the shares of Common Stock issued
by the  Company,  the  Warrants  or the  shares of Common  Stock  issuable  upon
exercise of the Warrants  shall be made only in accordance  with all  applicable
laws.

     12.  Applicable Law. This  Subscription  Agreement shall be governed by and
construed under the laws of the State of Illinois as applied to agreements among
Illinois  residents  entered into and to be performed  entirely within Illinois.
Each of the parties  hereto (1) agree that any legal suit,  action or proceeding
arising out of or relating to this Agreement shall be instituted  exclusively in
the 19th  Judicial  Circuit  Court of Lake  County,  Illinois,  or in the United
States  District  Court for the  Northern  District of  Illinois,  (2) waive any
objection  which the Company may have now or  hereafter to the venue of any such
suit, action or proceeding,  and (3) irrevocably  consent to the jurisdiction of
the 19th Judicial Circuit Court of Lake County,  Illinois, and the United States
District Court for the Northern District of Illinois in any such suit, action or
proceeding.  Each of the parties hereto further agrees to accept and acknowledge
service of any and all process  which may be served in any such suit,  action or
proceeding in the 19th Judicial  Circuit Court of Lake County,  Illinois,  or in
the United  States  District  Court for the  Northern  District of Illinois  and
agrees that service of process  upon it mailed by certified  mail to its address
shall be deemed in every  respect  effective  service of process upon it, in any
such  suit,  action or  proceeding.  THE  PARTIES  HERETO  AGREE TO WAIVE  THEIR
RESPECTIVE  RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR
ARISING  OUT OF  THIS  SUBSCRIPTION  AGREEMENT  OR  ANY  DOCUMENT  OR  AGREEMENT
CONTEMPLATED HEREBY.

     13. Blue Sky  Qualification.  The purchase of Units under this Subscription
Agreement is expressly  conditioned upon the exemption from qualification of the
offer and sale of the Units from applicable  Federal and state  securities laws.
The  Company  shall  not be  required  to  qualify  this  transaction  under the

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securities laws of any jurisdiction and, should qualification be necessary,  the
Company  shall be released from any and all  obligations  to maintain its offer,
and may rescind any sale contracted, in the jurisdiction.

     14. Use of Pronouns.  All pronouns and any  variations  thereof used herein
shall be deemed to refer to the masculine,  feminine, neuter, singular or plural
as the identity of the person or persons referred to may require.

     15.  Confidentiality.  The  Purchaser  acknowledges  and  agrees  that  any
information  or data the Purchaser  has acquired from or about the Company,  not
otherwise  properly  in the public  domain,  was  received  in  confidence.  The
Purchaser  agrees not to  divulge,  communicate  or  disclose,  except as may be
required by law or for the performance of this Subscription Agreement, or use to
the  detriment of the Company or for the benefit of any other person or persons,
or misuse in any way, any confidential information of the Company, including any
scientific,  technical,  trade  or  business  secrets  of the  Company  and  any
scientific,  technical,  trade or  business  materials  that are  treated by the
Company as confidential or  proprietary,  including,  but not limited to, ideas,
discoveries,  inventions, developments and improvements belonging to the Company
and  confidential  information  obtained  by or  given to the  Company  about or
belonging to third parties.

     16. Miscellaneous.

        (a) This  Subscription  Agreement,  together  with the  Warrants and the
Registration  Rights  Agreement,  constitute  the entire  agreement  between the
Purchaser  and the  Company  with  respect  to the  subject  matter  hereof  and
supersede  all prior  oral or written  agreements  and  understandings,  if any,
relating  to the  subject  matter  hereof.  The  terms  and  provisions  of this
Subscription  Agreement may be waived,  or consent for the  departure  therefrom
granted,  only by a  written  document  executed  by the party  entitled  to the
benefits of such terms or provisions.

        (b)  Each of the  Purchaser's  and  the  Company's  representations  and
warranties made in this  Subscription  Agreement shall survive the execution and
delivery  hereof and  delivery of the shares of Common  Stock  contained  in the
Units, the Warrants and the shares of Common Stock issuable upon the exercise of
the Warrants.

        (c) Each of the  parties  hereto  shall  pay its own  fees and  expenses
(including the fees of any attorneys, accountants,  appraisers or others engaged
by  such  party)  in  connection  with  this  Subscription   Agreement  and  the
transactions  contemplated  hereby whether or not the transactions  contemplated
hereby are consummated.

        (d)  This  Subscription  Agreement  may  be  executed  in  one  or  more
counterparts  each of which shall be deemed an original,  but all of which shall
together constitute one and the same instrument.

        (e) Each provision of this  Subscription  Agreement  shall be considered
separable  and,  if for any  reason  any  provision  or  provisions  hereof  are
determined  to be invalid or contrary to  applicable  law,  such  invalidity  or
illegality shall not impair the operation of or affect the remaining portions of
this Subscription Agreement.

<PAGE>
        (f)  Paragraph  titles are for  descriptive  purposes only and shall not
control or alter the meaning of this Subscription  Agreement as set forth in the
text.

     17. Omnibus Signature Page. This  Subscription  Agreement is intended to be
read and  construed  in  conjunction  with  the  Registration  Rights  Agreement
pertaining  to the  issuance  by the  Company of the shares of Common  Stock and
Warrants to subscribers pursuant to the Memorandum. Accordingly, pursuant to the
terms and conditions of this Subscription  Agreement and such related agreements
it is hereby  agreed that the  execution by the  Purchaser of this  Subscription
Agreement, in the place set forth herein, shall constitute agreement to be bound
by the  terms  and  conditions  hereof  and  the  terms  and  conditions  of the
Registration Rights Agreement, with the same effect as if each of such separate,
but related agreement, were separately signed.





                        [REMAINDER OF THIS PAGE IS BLANK]


<PAGE>
<TABLE>
<CAPTION>

                       ANTI-MONEY LAUNDERING REQUIREMENTS


The USA PATRIOT Act                   What is money laundering?           How big is the problem and why is
                                                                          it important?
------------------------------------- ----------------------------------- -----------------------------------
<S>                                              <C>                                    <C>
The USA PATRIOT Act is designed to    Money laundering is the process     The use of the U.S. financial
detect, deter, and punish             of disguising illegally obtained    system by criminals to facilitate
terrorists in the United States and   money so that the funds appear to   terrorism or other crimes could
abroad.  The Act imposes new          come from legitimate sources or     well taint our financial
anti-money laundering requirements    activities.  Money laundering       markets.  According to the U.S.
on brokerage firms and financial      occurs in connection with a wide    State Department, one recent
institutions.  Since April 24, 2002   variety of crimes, including        estimate puts the amount of
all brokerage firms have been         illegal arms sales, drug            worldwide money laundering
required to have new, comprehensive   trafficking, robbery, fraud,        activity at $1 trillion a year.
anti-money laundering programs.       racketeering, and terrorism.
</TABLE>
To  help  you   understand   theses
efforts,  we  want to  provide  you
with some  information  about money
laundering   and   our   steps   to
implement the USA PATRIOT Act.

What are we required to do to eliminate money laundering?

Under new rules required by the USA        As part of our required program, we
PATRIOT   Act,    our    anti-money        may  ask  you  to  provide  various
laundering program must designate a        identification  documents  or other
special compliance officer,  set up        information.  Until you provide the
employee     training,      conduct        information  or  documents we need,
independent  audits,  and establish        we may not be able  to  effect  any
policies and  procedures  to detect        transactions for you.
and report  suspicious  transaction
and ensure  compliance with the new
laws.

<PAGE>
                              Z TRIM HOLDINGS, INC.
                            OMNIBUS SIGNATURE PAGE TO
            SUBSCRIPTION AGREEMENT AND REGISTRATION RIGHTS AGREEMENT


Purchaser  hereby  elects  to  purchase  a total of  _______ Units at a price of
$100,000 per Unit (NOTE: to be completed by the Purchaser).


Date (NOTE: To be completed by the Purchaser): __________________, 2007


.................................................................................
     If the Purchaser is an INDIVIDUAL,  and if purchased as JOINT  TENANTS,  as
TENANTS IN COMMON, or as COMMUNITY PROPERTY:

         ----------------------------       ------------------------------
         Print Name(s)                      Social Security Number(s)

         ---------------------------        ------------------------------
         Signature(s) of Purchaser(s)       Signature

         ----------------------------       ------------------------------
         Date                               Address

     If the Purchaser is a PARTNERSHIP,  CORPORATION,  LIMITED LIABILITY COMPANY
or TRUST:

         ----------------------------       ------------------------------
         Name of Partnership,               Federal Taxpayer
         Corporation, Limited               Identification Number
         Liability Company or Trust

         By:_________________________       ______________________________
               Name:                        State of Organization
               Title:

         ----------------------------       ------------------------------
         Date                               Address



Z TRIM HOLDINGS, INC.



By:      __________________________
         Authorized Officer