SUBSCRIPTION AGREEMENT

Agreement (this "Agreement"),  made this ---- day of -------------,  2002 by and
between  INTERNATIONAL TEST SYSTEMS, INC. a Delaware corporation (the "Company")
and     ----------------------------------------------     ("Subscriber").    In
consideration of the mutual promises and covenants herein contained, the parties
hereto (the "Parties") agree as follows:

                                  1. ARTICLE I

                                  SUBSCRIPTION

1.1. Subscription  Offer.  Subject  to the terms and  conditions  hereof  and to
     acceptance  by the  Company,  the  Subscriber  hereby  offers  to  purchase
     ------------------   Shares  of  Common   Stock  at  $0.40  per  share  and
     ____________class  "A" Warrants and  _________  Class "B" Warrant each at a
     purchase  at a price of $.10 per  Warrant,  for a total  purchase  price of
     $______________.  The  price  is  payable  in full by  check  payable  to "
     __________ Bank, on behalf of INTERNATIONAL TEST SYSTEMS,  INC." or by wire
     transfer or money order.

1.2. Acceptance of  Subscription.  The Company  reserves the right to reject the
     Subscriber's  offer in whole or in part,  for any  reason,  and to allocate
     less than the maximum number of Securities the Subscriber  hereby offers to
     purchase.  Any sale of Securities to the Subscriber  shall not be deemed to
     occur until the  Subscribers'  offer is accepted in writing by the Company.
     The  Subscriber  shall  not have any  recourse  against  the  Company  if a
     purchase  offer  is  rejected  in  whole  or in  part.  The  Company  shall
     reasonably notify the Subscriber in writing of the acceptance of a purchase
     offer.  If the offer is  rejected  in whole or in part,  the  Company  will
     promptly return to the Subscriber,  without deduction or interest, all or a
     ratable  portion of the  subscription  price,  as the case may be, together
     with all executed  documents  tendered by the  Subscriber.  If the purchase
     offer is rejected in part only, the Subscriber shall immediately  complete,
     execute,  and  deliver to the Company new  subscription  documents  for the
     appropriate reduced amount.

                                 2. ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

2.1. Status of Subscriber.  The  Subscriber,  if an  individual,  is at least 21
     years of age. If an  association,  each individual of the association is at
     least 21 years of age.

2.2. Access to Information.  Because of the  Subscriber's  business or financial
     experience or his professional  advisors who are unaffiliated  with and who
     are  not  compensated  by  the  Company,  or  any  affiliate  thereof,  the
     Subscriber has the capacity to protect his own interests in connection with
     the offer and sale of the  Securities.  The  Subscriber  represents  he has
     received and retained the Company's prospectus (the "Prospectus").
<PAGE>

2.3. Understanding of Investment Risks. The Subscriber understands that there is
     no market for the  Securities  and no assurance that a market will develop,
     and that  realization  of the  objectives  of the  Company  is  subject  to
     significant economic and business risks as set forth in the Prospectus.

2.4. Residence of the  Subscriber.  The  residence of the  Subscriber  set forth
     below is the true and correct  residence of Subscriber  and the  Subscriber
     has no present intention of becoming a resident or domiciliary of any other
     state, country, or jurisdiction.

2.5. Further  Assurance.  Subscriber will execute and deliver to the Company any
     document,  or do any other act or thing,  which the Company may  reasonably
     request in connection with the acquisition of the Securities.

2.6. Ability to Bear Economic Risk. The Company is making the determination that
     the Subscriber is (1) an  "accredited  investor" as defined in rules to the
     Act, (2) a sophisticated  purchaser,  or (3) otherwise  qualified under the
     jurisdiction of the Subscriber's residence to make this investment.

2.7. For  Partnership,  Corporations,  Trusts  or Other  Entities  Only.  If the
     Subscriber is a partnership, corporation, trust, or other entity:

     The   Subscriber   has  the  full  power  and  authority  to  execute  this
     subscription   Agreement   on  behalf  of  the   entity  and  to  make  the
     representations   and  warranties  made  herein  on  its  behalf  and  this
     investment  in  the  Company  has  been  affirmatively  authorized  by  the
     governing  board  of the  entity  and is not  prohibited  by the  governing
     documents of the entity.

                                 3. ARTICLE III

                            MISCELLANEOUS PROVISIONS

3.1. Captions and Headings.  The Article and Section  headings  throughout  this
     Agreement  are for  convenience  of  reference  only and shall in no way be
     deemed to define, limit or add to any provision of this Agreement.

3.2. Entire Agreement; Amendment. This Agreement states the entire agreement and
     understanding  of the Parties and shall supersede all prior  agreements and
     understandings.  No  amendment of the  Agreement  shall be made without the
     express written consent of the Parties.

3.3. Severability.   The  invalidity  or   unenforceability  of  any  particular
     provision of this Agreement  shall not affect any other  provision  hereof,
     which  shall  be   construed   in  all  respects  as  if  such  invalid  or
     unenforceable provision were omitted.
<PAGE>


3.4. Governing  Law.  This  Agreement  shall be  governed  by and  construed  in
     accordance with the laws of the State of Texas for contracts made and to be
     performed within the State of Texas.

3.5. Notices. All notices, requests, demands, consents, and other communications
     hereunder  shall be transmitted in writing and shall be deemed to have been
     duly given when  hand-delivered or sent by certified mail, postage prepaid,
     with return receipt requested,  addressed to the Parties as follows: to the
     Company and to the Subscriber,  at the address  indicated  below. Any Party
     may change  his/her/its  address  for  purposes  of this  Section by giving
     notice as provided herein.

     IN WITNESS  WHEREOF,  the Parties have executed this  Agreement the day and
year first above written.

INTERNATIONAL TEST SYSTEMS, INC.
4703 Shavano Oak, Suite 102
San Antonio, TX  78249
By:_____________________
Authorized Officer

 The Subscriber
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(Address)