SUBSCRIPTION
      AGREEMENT

    


    


    This
      Subscription Agreement dated as of July ___, 2007 (the “Agreement”)
      is
      entered into by and among Mediavest, Inc., a New Jersey corporation (the
“Company”),
      and
      the individuals and/or entities listed on Exhibit A
      hereto
      (the “Purchasers”).

    


    BACKGROUND

     

    WHEREAS,
      the Company is offering in a private placement to “accredited investors” (as
      such term in defined in Regulation D (“Regulation
      D”)
      promulgated under the Securities Act of 1933, as amended (the “Securities
      Act”))
      5,000,000 shares of common stock, $0.0001 par value per share, of the Company
      (the “Common
      Stock”)
      at a
      purchase price of $0.50 per share (the “Offering”);

    


    WHEREAS,
      the Purchasers desire to purchase that number of shares of Common Stock set
      forth on the signature page hereof on the terms and conditions hereinafter
      set
      forth and on the terms and conditions set forth herein;

     

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

    


    1. Authorization
      and Sale of Shares.

    


    1.1 Authorization.
      The
      Company has duly authorized the sale and issuance, pursuant to the terms of
      this
      Agreement, 5,000,000 shares of its Common Stock. 

    


    1.2 Sale
      of Shares; Subscription for Shares.
      Subject
      to the terms and conditions of this Agreement, at the Closing, the Company
      will
      sell and issue to the Purchasers, and the Purchasers will purchase the number
      of
      shares of Common Stock set forth opposite such Purchasers’ name on Exhibit A
      for the
      purchase price of $0.50 per share. The shares of Common Stock being sold under
      this Agreement are sometimes hereinafter collectively referred to as the
“Securities.”

     

    2. The
      Closing.
      The
      closing shall occur on the date hereof (the “Closing,”
and
      the date on which the Closing occurs, the “Closing
      Date”).
      

    


    Promptly
      following the Closing, the Company shall deliver to each Purchaser a certificate
      for the number of shares of Common Stock being purchased by such Purchaser,
      registered in the name of such Purchaser, against payment to the Company of
      the
      purchase price therefor by check or wire transfer, as specified in Exhibit
      A

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Each
      Purchaser hereby authorizes and directs the Company to deliver the Securities
      to
      be issued to such Purchaser pursuant to this Agreement directly to the
      residential or business address indicated on the signature page
      hereto.

    


    3. Representations
      of the Purchasers.
      Each
      Purchaser hereby, severally and not jointly, represents and warrants to the
      Company as follows:

    


    (a) The
      Purchaser has received and carefully reviewed such information and documentation
      relating to the Company that the Purchaser has requested, including without
      limitation, the Company’s filings with the United States Securities and Exchange
      Commission (the “Commission”).
      

    


    (b) The
      Purchaser has had a reasonable opportunity to ask questions of and receive
      answers from the Company concerning the Company and the Offering, and all such
      questions, if any, have been answered to the full satisfaction of the
      Purchaser.

    


    (c) The
      Purchaser understands that the Company has determined that the exemption from
      the registration provisions of the Securities Act provided by Regulation D
      is
      applicable to the offer and sale of the Securities, based, in part, upon the
      representations, warranties and agreements made by the Purchaser
      herein.

    


    (d) Except
      as
      set forth herein, no representations or warranties have been made to the
      Purchaser by the Company or any agent, employee or affiliate of the Company
      and
      in entering into this transaction, the Purchaser is not relying upon any
      information other than the results of independent investigation by the
      Purchaser.

    


    (e) The
      Purchaser has full power and authority to execute and deliver this Agreement
      and
      to perform the obligations of the Purchaser hereunder and this Agreement is
      a
      legally binding obligation of the Purchaser in accordance with its
      terms.

    


    
      	 	 	
              (f)

            	
              Regulation D.

            


    

    


    (i) The
      Purchaser understands and acknowledges that: (A) the Securities acquired
      pursuant to this Agreement have not been registered under the Securities Act
      and
      are being sold in reliance upon an exemption from registration afforded by
      Regulation D; and that such Securities have not been registered with any
      state securities commission or authority; (B) pursuant to the requirements
      of
      Regulation D, the Securities may not be transferred, sold or otherwise
      exchanged unless in compliance with the provisions of Regulation D and/or
      pursuant to registration under the Securities Act, or pursuant to an available
      exemption thereunder; and (C) other than as set forth in Section 5.1 of this
      Agreement, the Company is under no obligation to register the Securities under
      the Securities Act or any state securities law, or to take any action to make
      any exemption from any such registration provisions available.

    


       (ii) The
      Purchaser is an accredited investor within the meaning of Rule 501 of Regulation
      D, is knowledgeable, sophisticated and experienced in making, and is qualified
      to make, decisions with respect to investment shares representing an investment
      decision like that involved in the purchase of the Securities.

    


    (iii) The
      Purchaser is purchasing the Securities for his, her or its own account for
      investment only and has no intention of selling or distributing the Securities
      and no other person has any interest in or participation in the Securities
      or
      any right, option, security interest, pledge or other interest in or to the
      Securities. The Purchaser recognizes that an investment in the Securities
      involves a high degree of risk, including a risk of total loss of the Purchaser.
      The Purchaser understands, acknowledges and agrees that it must bear the
      economic risk of its investment in the Securities for an indefinite period
      of
      time and has knowledge and experience in financial and business matters such
      that it is capable of evaluating the risks of the investment in the Securities
      and the Purchaser understands, acknowledges and agrees that prior to any such
      offer or sale, the Company may require, subject to the fulfillment of the
      Company’s obligations under Section 6 of this Agreement, as a condition to
      effecting a transfer of the Securities, an opinion of counsel, acceptable to
      the
      Company, as to the registration or exemption therefrom under the Securities
      Act
      and any state securities acts, if applicable.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    (iv) The
      Purchaser acknowledges that the Securities will bear a legend in substantially
      the following form:

    


    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATE (THE “SECURITIES”) HAVE NOT BEEN
      REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
      OR ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE
      DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND UNDER APPLICABLE
      STATE SECURITIES LAWS OR MEDIAVEST, INC. SHALL HAVE RECEIVED AN OPINION OF
      ITS
      COUNSEL THAT REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES ACT AND UNDER
      THE PROVISIONS OF APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED.

    


    (g) Neither
      the Purchaser, nor
      any
      affiliate of the Purchaser or any person acting on his, her or its behalf,
      has
      recently sold shares of unregistered Common Stock of the Company.

    


    4. Miscellaneous.
      

    


    4.1 Successors
      and Assigns.
      This
      Agreement and any rights and obligations hereunder may not be transferred or
      assigned by a Purchaser without the prior written consent of the Company. This
      Agreement shall inure to the benefit of, and be binding upon the Company and
      the
      Purchasers and their respective heirs, legal representatives and permitted
      assigns.

    


    4.2 Survival.
      All
      representations and warranties and all covenants, agreements and obligations
      made by the Company or the Purchasers in this Agreement, or in any instrument
      or
      document furnished in connection with this Agreement or the transactions
      contemplated hereby, shall survive the Closing and any investigation at any
      time
      made. 

    


    4.3 Entire
      Agreement.
      This
      Agreement embodies the entire agreement and understanding between the parties
      hereto with respect to the subject matter hereof and supersedes all prior
      agreements and understandings relating to such subject matter. 

    


    4.4 Amendments
      and Waivers.
      Except
      as otherwise expressly set forth in this Agreement, any term of this Agreement
      may be amended and the observance of any term of this Agreement may be waived
      (either generally or in a particular instance and either retroactively or
      prospectively) with the written consent of the Company and the Purchasers.
      No
      waivers of or exceptions to any term, condition or provision of this Agreement,
      in any one or more instances, shall be deemed to be, or construed as, a further
      or continuing waiver of any such term, condition or provision. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    4.5 Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original, but all of which shall be one and the same document.
      

    4.6 Section
      Headings.
      The
      section headings are for the convenience of the parties and in no way alter,
      modify, amend, limit, or restrict the contractual obligations of the parties.
      

    


    4.7 Severability.
      The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provision of this
      Agreement.

    


    4.8 Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New Jersey.

     

    [signature
      page to follow]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	SIGNATURE
              PAGE	 	
              Date
                Signed: _________ , 2007

            
	 	 	 
	Number of
              Shares:	 	
              4,500,000

            
	 	 	 
	Multiplied by Offering
              Price Per Share: 	
               

            	
              x         
                $0.50

            
	 	 	 
	Equals
              Amount:	
              =

            	$2,250,000.00
	 	 	 
	      	
            	 	     	
            	
            
	Signature	 	 	Second Signature 	 	 
	 	 	 	(if purchasing jointly)	 	 
	     	 	 	      	 	 
	Printed Name	 	 	Printed Second Name	 	 
	 	 	 	 	 	 
	     	 	 	      	 	 
	Entity Name	 	 	Entity Name	 	 
	 	 	 	 	 	 
	     	 	 	      	 	 
	Address	 	 	Address	 	 
	 	 	 	 	 	 
	      	 	 	      	 	 
	City, State and Zip Code	 	City, State and Zip Code	 
	 	 	 	 	 	 
	     	 	 	       	 	 
	Telephone-Business	 	 	Telephone-Business	 	 
	 	 	 	 	 	 
	      	 	 	       	 	 
	Facsimile-Business	 	 	Facsimile-Business	 	 
	 	 	 	 	 	 
	       	 	 	      	 	 
	Tax ID # or Social Security
              #
              	 	Tax ID # or Social Security
              #
              	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Name
              in which securities should be issued:	 	     
	 
	 	 	 
	 	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        	SIGNATURE
                PAGE	 	
                Date
                  Signed: _________ , 2007

              
	 	 	 
	Number of
                Shares:	 	
                500,000

              
	 	 	 
	Multiplied by
                Offering
                Price Per Share: 	
                 

              	
                
                  x      
                    $0.50

                

              
	 	 	 
	Equals
                Amount:	
                =

              	$250,000.00
	 	 	 
	      	
              	 	     	
              	
              
	Signature	 	 	Second Signature 	 	 
	 	 	 	(if purchasing jointly)	 	 
	   
                	 	 	     	 	 
	Printed Name	 	 	Printed Second Name	 	 
	 	 	 	 	 	 
	   
                	 	 	     	 	 
	Entity Name	 	 	Entity Name	 	 
	 	 	 	 	 	 
	   
                	 	 	     	 	 
	Address	 	 	Address	 	 
	 	 	 	 	 	 
	     	 	 	     	 	 
	City, State and Zip Code	 	City, State and Zip Code	 
	 	 	 	 	 	 
	     	 	 	      	 	 
	Telephone-Business	 	 	Telephone-Business	 	 
	 	 	 	 	 	 
	     	 	 	      	 	 
	Facsimile-Business	 	 	Facsimile-Business	 	 
	 	 	 	 	 	 
	     	 	 	     	 	 
	Tax ID # or Social Security
                #
                	 	Tax ID # or Social Security
                #
                	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	Name
                in which securities should be issued:	 	      
	 


      

    

    

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    This
      Subscription Agreement is agreed to and accepted as of ________ ,
      2007.

     

    
      	 	 	 
	 	MEDIAVEST,
              INC.
	 
 	 
 	 
 
	 	By:  	 
	 	
              
Name:

	 	Title:


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A 

    Purchaser

     

    
      	 	 
	
               

              Name
                and Address 

              of
                Purchaser

            	
               

              No.
                of Shares

            	
               

              Aggregate
                

              Purchase
                Price

            	 
	 	 	
              $

            	 
	 	 	
              $

            	 
	 	 	
              $

            	 
	 	 	
              $

            	 
	 	 	 	 
	
              TOTALS:

            	 	
              $