GVI SECURITY SOLUTIONS, INC.
                             SUBSCRIPTION AGREEMENT

      SUBSCRIPTION  AGREEMENT made as of this 29th day of October,  2004 between
GVI  Security  Solutions,  Inc., a Delaware  corporation  (the  "Company"),  and
___________________ (the "Subscriber").

      WHEREAS,  the Company desires to issue up to 40 units (the "Bridge Units")
in a private  placement  (this  "Offering"),  each Unit  consisting  of  $50,000
principal amount of 12% Subordinated  Secured  Promissory Notes (the "Notes") in
the form attached as Exhibit A hereto,  and the right to be issued warrants (the
"Warrants"),  as provided in Section 1.2 below, to purchase shares of the common
stock,  par  value  $.001 per share of the  Company,  substantially  in the form
attached as Exhibit B hereto, on the terms and conditions hereinafter set forth,
and the  Subscriber  desires to acquire the number of Bridge  Units set forth on
the signature page hereof; and

      WHEREAS,  the Notes  will be (i)  secured  by the  assets  of the  Company
pursuant  to a  Security  Agreement  in the  form of  Exhibit  C (the  "Security
Agreement"),  between  the  Company and W-net,  Inc.  as  collateral  agent (the
"Agent") for the  subscribers  in the  Offering,  and (ii)  subordinated  to the
Company's  obligations  to Laurus  Master  Fund Ltd.  ("Laurus")  pursuant  to a
Subordination  Agreement in the form of Exhibit D hereto,  between  Laurus,  the
Company and the subscribers in the Offering; and

      WHEREAS,  the subscribers in the offering will appoint the Agent to act as
collateral agent for such subscribers under the Security  Agreement  pursuant to
the Agency Appointment Agreement in form of Exhibit E hereto.

      NOW,  THEREFORE,  for and in  consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as follows:

      I.    SUBSCRIPTION FOR BRIDGE UNITS AND  REPRESENTATIONS  BY AND COVENANTS
            OF SUBSCRIBER

            1.1   Subject to the terms and conditions hereinafter set forth, the
Subscriber  hereby  subscribes  for and agrees to purchase from the Company such
number of Bridge Units as is set forth upon the signature page hereof at a price
equal to $50,000 per Bridge  Unit,  and the  Company  agrees to sell such Bridge
Units to the  Subscriber  for said  purchase  price.  The  Company  will pay the
Subscriber  a  closing  fee  equal to one  percent  (1%) of the  purchase  price
hereunder (the "Closing Fee"). The purchase price for the Bridge Units (less the
Closing Fee) is payable by delivery of a certified or bank check made payable to
the  Company,  or by wire  transfer  to an account  designated  by the  Company,
contemporaneously   with  the  execution  and  delivery  of  this   Subscription
Agreement. The Notes will be delivered by the Company within five days following
the consummation of this Offering.

            1.2   On the  earlier  of (i) the  closing  of one or  more  private
placements  of the  Company's  equity  securities  resulting in aggregate  gross
proceeds to the Company of at least $1,500,000 (a "Qualified Offering") and (ii)
April 1, 2005 (such  earlier date,  the "Warrant  Issuance  Date"),  the Company
shall issue to  Subscriber a Warrant to purchase that number of shares of Common


<PAGE>


Stock equal to Subscriber's  aggregate  purchase price for the Units  hereunder,
divided by the "Exercise  Price" of the Warrant (as determined  pursuant to this
Section 1.2).  The Exercise Price of the Warrant shall be the price per share of
Common Stock paid by investors in the Qualified Offering;  provided, that if the
Warrants are issued on April 1, 2005  because a Qualified  Offering has not been
consummated  by such date,  the Exercise  Price shall (x) initially be $1.50 and
(y) be subject to downward  adjustment  (if  applicable) on July 1, 2005, if the
Note issued to  Subscriber  hereunder  has not been  repaid as of such date,  to
equal 75% of the average of the closing bid price of the Common Stock for the 10
trading days immediately preceding July 1, 2005, as reported by the Nasdaq Stock
Market,  the  NASD OTC  Bulletin  Board,  the Pink  Sheets  LLC,  or such  other
principal  market  on which the  Common  Stock is then  traded  or  quoted  (the
"Applicable  Market"),  and  be  subject  to  further  downward  adjustment  (if
applicable)  on October 1, 2005, if the Note issued to Subscriber  hereunder has
not been repaid as of such date,  to equal 75% of the average of the closing bid
price of the Common Stock for the 10 trading days immediately  preceding October
1, 2005, as reported by the  Applicable  Market.  In  determining  the price per
share of Common Stock paid by investors  in a Qualified  Offering,  in the event
such  investors  purchase  units  consisting  of Common  Stock and  warrants  to
purchase  Common  Stock,  for the  purposes  hereof,  the  entire  amount of the
purchase  price for such units shall be  allocated to the shares of Common Stock
included in such units.

            1.3   The  Subscriber  recognizes  that the purchase of Bridge Units
involves  a high  degree of risk in that (i) an  investment  in the  Company  is
highly  speculative  and only  investors who can afford the loss of their entire
investment  should consider  investing in the Company and the Bridge Units; (ii)
he may not be able to liquidate his  investment;  (iii)  transferability  of the
securities  comprising  the  Bridge  Units is  extremely  limited;  and (iv) the
Company  will  be  unable  to  repay  the  Notes  without  obtaining  additional
financing.

            1.4   The   Subscriber   represents  and  warrants  that  it  is  an
"accredited  investor"  as such  term in  defined  in Rule 501 of  Regulation  D
promulgated under the Securities Act of 1933, as amended (the "Securities Act"),
and that it is able to bear the  economic  risk of an  investment  in the Bridge
Units.

            1.5   The  Subscriber  acknowledges  that  it has  prior  investment
experience, and that Subscriber recognizes the highly speculative nature of this
investment.

            1.6   The Subscriber  acknowledges that it has been furnished by the
Company during the course of this transaction with all information regarding the
Company that it has requested and; that it has been afforded the  opportunity to
meet with, ask questions of and receive answers from duly authorized officers or
other representatives of the Company concerning the terms and conditions of this
Offering.

            1.7   The Subscriber acknowledges that this Offering may involve tax
consequences,  including,  but not limited to, the  possible  need to  recognize
interest  income  relating to the Warrants and that the Company has not provided
tax advice or information to the Subscriber. The Subscriber acknowledges that it
must  retain  his own  professional  advisors  to  evaluate  the  tax and  other
consequences of an investment in the Bridge Units.


                                       2
<PAGE>


            1.8   The  Subscriber  acknowledges  that this Offering has not been
reviewed by the United States Securities and Exchange Commission ("SEC") because
of the  Company's  representations  that  this  is  intended  to be a  nonpublic
offering  pursuant to  Sections  4(2) and/or  3(b) of the  Securities  Act.  The
Subscriber  represents  that the Notes and Warrants  comprising his Bridge Units
are being purchased for its own account, for investment and not for distribution
or resale to others.  The  Subscriber  agrees that it will not sell or otherwise
transfer  the  Notes or the  Warrants  unless  they  are  registered  under  the
Securities Act or unless an exemption from such registration is available.

            1.9   The Subscriber  understands that there is no public market for
the Notes or the Warrants. The Subscriber understands that Rule 144 (the "Rule")
promulgated  under the Securities Act requires,  among other  conditions,  a one
year  holding  period  prior to the resale (in limited  amounts)  of  securities
acquired in a non-public  offering  without  having to satisfy the  registration
requirements  under the  Securities  Act. The  Subscriber  understands  that the
Company is currently a reporting company but makes no representation or warranty
regarding its fulfillment in the future of any reporting  requirements under the
Securities  Exchange Act of 1934, as amended, or its dissemination to the public
of any current  financial or other  information  concerning  the Company,  as is
required  by  the  Rule  as  one of the  conditions  of  its  availability.  The
Subscriber  agrees that the Company  may, if it desires,  permit the transfer of
the Notes,  the shares of Common Stock issuable upon conversion of the Notes, if
any (the  "Conversion  Shares"),  the  Warrants  or the  shares of Common  Stock
issuable upon exercise of the Warrants (the "Warrant Shares" and,  together with
the Notes,  Conversion  Shares and Warrants,  the  "Securities") out of his name
only when his  request  for  transfer  is  accompanied  by an opinion of counsel
reasonably  satisfactory  to the Company  that neither the sale nor the proposed
transfer  results in a violation of the Securities  Act or any applicable  state
"blue sky" laws.

            1.10  The  Subscriber  consents to the  placement of a legend on any
certificate or other document  evidencing the Securities  stating that they have
not been  registered  under the Securities Act and setting forth or referring to
the restrictions on transferability and sale thereof.

      II.   REPRESENTATIONS BY THE COMPANY

            2.1   The Company  represents  and warrants to the  Subscriber  that
prior to the consummation of this Offering and on the Closing Date:

                  (a)   The Company is a corporation  duly  organized,  existing
and in good  standing  under  the  laws of the  State  of  Delaware  and has the
corporate  power to conduct  the  business  which it  conducts  and  proposes to
conduct.

                  (b)   The   execution,   delivery  and   performance  of  this
Subscription  Agreement by the Company will have been duly approved by the Board
of Directors  of the Company and all other  actions  required to  authorize  and
effect  the offer and sale of the  Bridge  Units  and the  securities  contained
therein will have been duly taken and approved.

                  (c)   The  Notes  and  Warrants  have  been  duly and  validly
authorized,  and when issued and paid for in  accordance  with the terms hereof,
will be valid and binding  obligations of the Company  enforceable in accordance
with its terms.


                                       3
<PAGE>


      III.  REGISTRATION RIGHTS

            3.1   (a) If the Company shall  determine to proceed with the actual
preparation  and filing of a  registration  statement  under the  Securities Act
during the two-year  period  commencing  on Warrant  Issuance Date in connection
with the proposed  offer and sale of any of its  securities  by it or any of its
security holders (other than a registration  statement on Form S-4, S-8 or other
limited  purpose form),  then the Company will give 20 days prior written notice
of its determination to all holders of the Securities (the "Holders").  Upon the
written request from any Holder,  the Company will,  except as herein  provided,
cause all  Conversion  Shares (if the Note has not then been repaid) and Warrant
Shares  (collectively,   "Registrable   Securities")  to  be  included  in  such
registration statement,  all to the extent requisite to permit the sale or other
disposition by the prospective  seller or sellers of the Registrable  Securities
to be so registered;  provided,  further,  that nothing herein shall prevent the
Company from, at any time, abandoning,  delaying,  suspending or withdrawing any
registration.  If any  registration  pursuant to this  Section  3.1(a)  shall be
underwritten  in whole or in part, the Company may require that the  Registrable
Securities   requested   for  inclusion  by  the  Holders  be  included  in  the
underwriting on the same terms and conditions as the securities  otherwise being
sold through the underwriters.  The obligation of the Company under this Section
3.1(a) is limited to two registration statements.  If in the good faith judgment
of the managing  underwriter of such public offering the inclusion of all of the
Registrable  Securities  originally  covered by a request for registration  (the
"Requested  Stock")  would  reduce  the  number of shares to be  offered  by the
Company  or  interfere  with the  successful  marketing  of the  shares of stock
offered by the Company,  the number of shares of Requested Stock otherwise to be
included in the underwritten  public offering may be reduced pro rata (by number
of shares) among the holders thereof requesting such registration or excluded in
their entirety if so required by the  underwriter.  To the extent only a portion
of the Requested Stock is included in the underwritten  public  offering,  those
shares of Requested Stock which are thus excluded from the  underwritten  public
offering  shall be withheld from the market by the holders  thereof for a period
which the managing  underwriter  reasonably  determines is necessary in order to
effect the underwritten public offering.  The Holder may, at its option, request
the registration of the Registrable  Securities in a registration statement made
by the  Company  as  contemplated  by  3.1(a)  prior to the  acquisition  of the
Registrable  Securities upon conversion of the Note (if applicable) and exercise
of the Warrant  even  though the Holder has not given  notice of exercise of the
Warrant.

                  (b)   Upon written  request (the "Demand  Notice"),  delivered
any time after 180 days  following  the  Warrant  Issuance  Date,  from  Holders
representing  beneficial  ownership  of an  aggregate  of more  than  50% of the
Registrable Securities, the Company shall no later than 30 days after receipt of
the Demand  Notice  (the  "Filing  Deadline"),  prepare  and file with the SEC a
registration  statement  under the  Securities Act covering the resale of all of
the Registrable  Securities  which are the subject of such request and shall use
its best efforts to cause such registration  statement to be declared  effective
by the SEC within ninety days after the Filing Deadline (the "Required Effective
Date").  In  addition,  upon  receipt of the Demand  Notice,  the Company  shall
promptly  give  written  notice to the other  Holders  not a party to the Demand
Notice that such  registration  is to be effected.  The Company shall include in
such registration statement the Registrable Securities for which it has received
written  requests  to register  by such other  Holders  within 15 days after the
delivery of the Company's written notice to such other Holders.


                                       4
<PAGE>


                  (c)   In the event that (A) the  registration  statement under
Section  3.1(b)  is not  filed  by the  Filing  Deadline  or (B) a  registration
statement filed under either Section 3.1(a) or (b) is not declared  effective by
the Required  Effective  Date,  the Company shall pay to each Holder (except for
any Holder whose failure to provide  information as required  hereunder causes a
delay in filing or obtaining  effectiveness)  liquidated damages at a rate equal
to one percent (1%) per month (pro rata on a 30-day basis) of the total purchase
price of the Bridge  Units  purchased  by such  Holder  for the period  that the
registration  statement  is not (A) filed  with the SEC on or before  the Filing
Deadline or (B) declared effective by the SEC following Required Effective Date.
Such liquidated damages shall be payable in cash within ten (10) days of the end
of each one (1)  month  anniversary  of the  Required  Filing  Date or  Required
Effective Date, as the case may be.

            3.2   The  Company  will,   until  such  time  as  the   Registrable
Securities may be sold under Rule 144 without volume limitation:

                  (i)   furnish   to   the   Holders   participating   in   such
            registration  and  to  the  underwriters  of  the  securities  being
            registered  such  reasonable  number of  copies of the  registration
            statement,  preliminary prospectus,  final prospectus and such other
            documents as such  underwriters  may reasonably  request in order to
            facilitate the public offering of such securities;

                  (ii)  use  its  best   efforts  to  register  or  qualify  the
            securities  covered by such registration  statement under such state
            securities or blue sky laws of such jurisdictions as the Holders may
            reasonably  request in writing within 20 days following the original
            filing of such registration statement, except that the Company shall
            not for any  purpose be  required  to  execute a general  consent to
            service  of  process  or to  qualify  to do  business  as a  foreign
            corporation  in any  jurisdiction  wherein it is not so qualified or
            subject itself to taxation in any such jurisdiction;

                  (iii) notify  the  Holders,  promptly  after it shall  receive
            notice  thereof,  of the time when such  registration  statement has
            become effective or a supplement to any prospectus forming a part of
            such registration statement has been filed;

                  (iv)  notify the  Holders  promptly  of any request by the SEC
            for the amending or supplementing of such registration  statement or
            prospectus or for additional information; and

                  (v)   advise  the  Holders,  promptly  after it shall  receive
            notice or obtain  knowledge  thereof,  of the  issuance  of any stop
            order by the SEC suspending the  effectiveness of such  registration
            statement or the  initiation or  threatening  of any  proceeding for
            that  purpose  and  promptly  use its best  efforts to  prevent  the
            issuance of any stop order or to obtain its  withdrawal if such stop
            order should be issued.

      The Company may require each Holder of Registrable  Securities as to which
any  registration  is being effected to furnish to the Company such  information
regarding the  distribution  of such  Registrable  Securities as the Company may
from time to time reasonably request in writing.


                                       5
<PAGE>


            3.3   All  fees,  costs  and  expenses  of  and  incidental  to  the
registrations pursuant to Sections 3.1 shall be borne by the Company,  provided,
however,  that the Holders  shall bear their pro rata share of the  underwriting
discount and  commissions and transfer  taxes.  The fees,  costs and expenses of
registration to be borne by the Company as provided above shall include, without
limitation, all registration, filing, and NASD fees, printing expenses, fees and
disbursements of counsel and accountants for the Company, and all legal fees and
disbursements  and other expenses of complying with state securities or blue sky
laws of any  jurisdictions  in which  the  securities  to be  offered  are to be
registered and qualified  (except as provided above).  Fees and disbursements of
counsel and accountants  for the Holders and any other expenses  incurred by the
Holders not expressly included above shall be borne by the Holders.

            3.4   The Company will  indemnify  and hold  harmless each Holder of
Registrable  Securities which are included in a registration  statement pursuant
to the  provisions of Section 3.1 hereof,  its  directors and officers,  and any
underwriter  (as defined in the Securities Act) for such Holder and each person,
if any, who controls such Holder or such  underwriter  within the meaning of the
Securities  Act, from and against,  and will reimburse such Holder and each such
underwriter  and controlling  person with respect to, any and all loss,  damage,
liability,  cost and  expense to which such  Holder or any such  underwriter  or
controlling  person may become  subject under the  Securities  Act or otherwise,
insofar as such losses,  damages,  liabilities,  costs or expenses are caused by
any untrue  statement or alleged untrue statement of any material fact contained
in  such  registration  statement,  any  prospectus  contained  therein  or  any
amendment or supplement  thereto, 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,  in  light  of  the
circumstances in which they were made, not misleading;  provided,  however, that
the  Company  will not be liable in any such  case to the  extent  that any such
loss,  damage,  liability,  cost or  expenses  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 such Holder,  such underwriter
or such  controlling  person in writing  specifically for use in the preparation
thereof.

            3.5   Each   Holder  of   Registrable   Securities   included  in  a
registration pursuant to the provisions of Section 3.1 hereof will indemnify and
hold harmless the Company,  its directors and officers,  any controlling  person
and any  underwriter  from and against,  and will  reimburse  the  Company,  its
directors and officers,  any controlling person and any underwriter with respect
to, any and all loss, damage, liability, cost or expense to which the Company or
any  controlling  person  and/or any  underwriter  may become  subject under the
Securities Act or otherwise, insofar as such losses, damages, liabilities, costs
or expenses are caused by any untrue  statement or alleged  untrue  statement of
any material  fact  contained in such  registration  statement,  any  prospectus
contained therein or any amendment or supplement thereto, 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,  in
light of the circumstances in which they were made, not misleading, in each case
to the extent,  but only to the extent,  that such untrue  statement  or alleged
untrue  statement or omission or alleged  omission was so made in reliance  upon
and in strict conformity with written  information  furnished by or on behalf of
such Holder specifically for use in the preparation thereof.


                                       6
<PAGE>


            3.6   Promptly after receipt by an indemnified party pursuant to the
provisions  of Sections 3.4 or 3.5 of notice of the  commencement  of any action
involving  the  subject  matter  of  the  foregoing  indemnity  provisions  such
indemnified  party  will,  if  a  claim  thereof  is  to  be  made  against  the
indemnifying  party  pursuant to the  provisions  of said  Sections  3.4 or 3.5,
promptly notify the  indemnifying  party of the  commencement  thereof;  but the
omission  to so notify  the  indemnifying  party  will not  relieve  it from any
liability which it may have to any  indemnified  party otherwise than hereunder.
In case such action is brought against any indemnified party and it notifies the
indemnifying  party of the commencement  thereof,  the indemnifying  party shall
have the right to participate  in, and, to the extent that it may wish,  jointly
with any other  indemnifying  party  similarly  notified,  to assume the defense
thereof, with counsel satisfactory to such indemnified party, provided, however,
if counsel for the  indemnifying  party  concludes  that a single counsel cannot
under   applicable  legal  and  ethical   considerations,   represent  both  the
indemnifying  party and the indemnified  party, the indemnified party or parties
have the right to select separate  counsel to participate in the defense of such
action on behalf of such  indemnified  party or parties.  After  notice from the
indemnifying  party to such  indemnified  party of its election so to assume the
defense thereof,  the indemnifying  party will not be liable to such indemnified
party  pursuant to the  provisions  of said Sections 3.4 or 3.5 for any legal or
other expense subsequently incurred by such indemnified party in connection with
the defense thereof other than reasonable costs of investigation, unless (i) the
indemnified  party shall have employed counsel in accordance with the provisions
of the preceding  sentence,  (ii) the indemnifying party shall not have employed
counsel satisfactory to the indemnified party to represent the indemnified party
within a reasonable  time after the notice of the  commencement of the action or
(iii) the  indemnifying  party has  authorized the employment of counsel for the
indemnified party at the expense of the indemnifying party.

      IV.   MISCELLANEOUS

            4.1   Any notice or other  communication  given  hereunder  shall be
deemed sufficient if in writing and sent by registered or certified mail, return
receipt requested,  addressed to the Company,  at 2801 Trade Center Drive, Suite
120, Carollton,  Texas 75007, Attn: Nazzareno E. Paciotti,  and to Subscriber at
his address  indicated on the  signature  page of this  Subscription  Agreement.
Notices  shall be  deemed  to have  been  given on the date of  mailing,  except
notices  of change of  address,  which  shall be deemed to have been  given when
received.

            4.2   This Subscription Agreement shall not be changed,  modified or
amended  except  by a writing  signed by the  parties  to be  charged,  and this
Subscription Agreement may not be discharged except by performance in accordance
with its terms or by a writing signed by the party to be charged.

            4.3   This Subscription Agreement shall be binding upon and inure to
the  benefit  of  the  parties  hereto  and to  their  respective  heirs,  legal
representatives,  successors and assigns. This Subscription Agreement sets forth
the entire  agreement  and  understanding  between the parties as to the subject
matter thereof and merges and supersedes all prior  discussions,  agreements and
understandings of any and every nature among them.


                                       7
<PAGE>


            4.4   Notwithstanding  the place where this  Subscription  Agreement
may be executed by any of the parties hereto,  the parties  expressly agree that
all the terms and  provisions  hereof shall be construed in accordance  with and
governed by the laws of the State of New York. The parties hereby agree that any
dispute which may arise  between them arising out of or in connection  with this
Subscription  Agreement shall be adjudicated  before a court located in New York
City and they hereby submit to the exclusive  jurisdiction  of the courts of the
State of New York located in New York, New York and of the federal courts in the
Southern  District  of New York with  respect to any action or legal  proceeding
commenced  by any  party,  and  irrevocably  waive  any  objection  they  now or
hereafter may have respecting the venue of any such action or proceeding brought
in such a court or respecting the fact that such court is an inconvenient forum,
relating  to or  arising  out of  this  Subscription  Agreement  or any  acts or
omissions relating to the sale of the securities  hereunder,  and consent to the
service of process in any such action or legal proceeding by means of registered
or certified mail,  return receipt  requested,  in care of the address set forth
below or such other address as the  undersigned  shall furnish in writing to the
other.

            4.5   This  Subscription  Agreement may be executed in counterparts.
Upon  the  execution  and  delivery  of  this  Subscription  Agreement  by  each
Subscriber,  this  Subscription  Agreement shall become a binding  obligation of
each  Subscriber  with  respect to the  purchase  of the Bridge  Units as herein
provided; subject, however, to the right hereby reserved to the Company to enter
into the same  agreements  with  other  subscribers  and to add and/or to delete
other persons as subscribers.

            4.6   The holding of any provision of this Subscription Agreement to
be invalid  or  unenforceable  by a court of  competent  jurisdiction  shall not
affect any other provision of this Subscription Agreement, which shall remain in
full force and effect.

            4.7   The parties  agree to execute  and  deliver  all such  further
documents,  agreements and instruments and take such other and further action as
may be  necessary  or  appropriate  to carry out the purposes and intent of this
Subscription Agreement.


                                       8
<PAGE>


      IN WITNESS WHEREOF, the parties have executed this Subscription  Agreement
as of the day and year first written above.


-----------------------------------   ------------------------------------------
Signature of Subscriber               Signature of Co-Subscriber

-----------------------------------   ------------------------------------------
Name of Subscriber                    Name of Co-Subscriber
[please print]                        [please print]

-----------------------------------   ------------------------------------------
Address of Subscriber                 Address of Co-Subscriber

-----------------------------------   ------------------------------------------
Social Security or Taxpayer           Social Security or Taxpayer Identification
Identification Number of Subscriber   Number of Co-Subscriber


-----------------------------------
Purchase Price of Units Subscribed
For

                                          Subscription Accepted:
                                          GVI SECURITY SOLUTIONS, INC.


                                          By:___________________________________
                                             Name:  Nazzareno E. Paciotti
                                             Title: Chief Executive Officer and
                                                    Chief Financial Officer






                                       9
<PAGE>



                                    EXHIBIT A
                                  FORM OF NOTES






<PAGE>



                                    EXHIBIT B
                                FORM OF WARRANTS







<PAGE>



                                    EXHIBIT C
                           FORM OF SECURITY AGREEMENT







<PAGE>



                                    EXHIBIT D
                         FORM OF SUBORDINATION AGREEMENT






<PAGE>



                                    EXHIBIT E
                      FORM OF AGENCY APPOINTMENT AGREEMENT