**SUBSCRIPTION
      AGREEMENT**




THIS
      SUBSCRIPTION AGREEMENT (“Subscription Agreement”) is made as of this
      11 th day of
      April, 2008, by and among Ironclad Performance Wear Corporation, a Nevada
      corporation (the “Company”) and the undersigned subscriber (the
“Subscriber”).




A.  The
      Company intends to obtain subscriptions, from one or more purchasers, including
      Subscriber, and in one or more closings as determined by the Company on the
      terms and conditions set forth herein, for the purchase and sale of the
      Company’s common stock, par value $0.001 per share (the “Common Stock”), at a
      purchase price per share of $ 0.20(collectively, the “Offering”);
      and




B.  The
      Company and Subscriber are executing and delivering this Subscription Agreement
      in reliance upon the exemption from securities registration afforded by Section
      4(2) of the Securities Act of 1933, as amended (the “Act”), and Rule 506 of
      Regulation D (“Regulation D”) as promulgated by the United States Securities and
      Exchange Commission under the Act;




C.  The
      Offering began on April 10, 2008 and will terminate (if subscription for all
      of
      the Common Stock offered has not earlier occurred) at 5:00 PM Pacific Daylight
      Time on April 30, 2008, unless extended by the Company in its sole discretion.




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




1.  Subscription
      Procedure




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 shares
      of
      Common Stock as is set forth upon the signature page hereof (the “Shares”) at a
      price of $0.20 per share (the “Purchase Price”). The Company agrees to sell such
      Shares to the Subscriber at a price per share equal to the Purchase
      Price.




1.2  On
      or
      prior to the closing of the purchase of the Shares in the Offering (the
“Closing”), the Subscriber shall deliver to the Company the following: (i) this
      Agreement, duly executed by the Subscriber, (ii) the Investor
      Questionnaire, the
      form
      of which is attached hereto as Exhibit
      A (the
“Investor Questionnaire”), and
      (iii)
      the aggregate Purchase Price in United States Dollars and in immediately
      available funds, by wire transfer as follows:




Wells
      Fargo Bank


Bank
      Routing #: 121000248


fbo
      -
      Ironclad Performance Wear Corp.


Account
      #
      4121370654




1.3  On
      or
      prior to the Closing, the Company shall deliver to the Subscriber this
      Agreement, duly executed by the Company.









1.4  The
      Closing shall occur on the date (the “Closing Date”) that all of the conditions
      set forth in Sections
      1.2 and 1.3 have
      been satisfied or duly waived. The Closing of the purchase and sale of the
      Shares shall take place at the offices of Stubbs Alderton & Markiles, LLP,
      15260 Ventura Boulevard, 20 th Floor,
      Sherman Oaks, California 91403, on the Closing Date or at such other locations
      or remotely by facsimile transmission or other electronic means as the parties
      may mutually agree.




1.5  The
      certificates for the Shares bearing the name of the Subscriber will be delivered
      by the Company no later than fifteen (15) days following the Closing Date.
      The
      Subscriber hereby authorizes and directs the Company to deliver the securities
      to be issued to the Subscriber pursuant to this Subscription Agreement to the
      residential or business address indicated in the Investor
      Questionnaire.




1.6  The
      Company may, in its sole discretion, terminate or withdraw the Offering in
      its
      entirety at any time prior to a closing in relation thereto. The Company shall
      not be required to allocate among investors on a pro rata basis in the event
      of
      an over-subscription of the total number of Shares offered in the
      Offering. **** Subscriber
      understands that there is no minimum amount of Shares which must be sold prior
      to release of funds to the Company hereunder, and further acknowledges and
      agrees that the subscription hereunder is not subject to, or otherwise
      conditioned upon, the subscription by any other purchaser of the Common Stock
      of
      the Company.




2.  Representations
      and Covenants of Subscriber




2.1  The
      Subscriber recognizes that the purchase of the Shares involves a high degree
      of
      risk in that (i) the Company will need additional capital but has no assurance
      of additional necessary capital; (ii) 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 Shares; (iii) an
      investor may not be able to liquidate its investment; (iv) transferability
      of
      the Shares is extremely limited; (v) an investor could sustain the loss of
      its
      entire investment; and (vi) the Company is and will be subject to numerous
      other
      risks and uncertainties, including without limitation, significant and material
      risks relating to the business and operations of the Company, and the industries
      and markets in which the Company will compete, all as more fully set forth
      herein and in the  reports
      filed by the Company pursuant to the Securities Exchange Act of 1934, as amended
      (all reports so filed by the Company are referred to herein as the “SEC
      Reports”).




2.2  The
      Subscriber represents that it is an “accredited investor” as such term is
      defined in Rule 501 of Regulation D promulgated under the Act, as indicated
      by
      its responses to the Investor Questionnaire, and that it is able to bear the
      economic risk of an investment in the Shares. The Subscriber must complete
      the
      Investor Questionnaire to enable the Company to access the Subscriber’s
      eligibility for the Offering.




2.3  The
      Subscriber acknowledges that it has prior investment experience, including
      without limitation, investment in non-listed and non-registered securities,
      or
      it has employed the services of an investment advisor, attorney or accountant
      to
      read all of the documents furnished or made available by the Company both to
      it
      and to all other prospective investors in the Common Stock and to evaluate
      the
      merits and risks of such an investment on its behalf, and that it recognizes
      the
      highly speculative nature of this investment.




2




2.4  The
      Subscriber acknowledges receipt and careful review of this Subscription
      Agreement and hereby represents that it has been furnished or given access
      by
      the Company during the course of this Offering with or to all information
      regarding the Company and its respective financial condition and results of
      operation which it had requested or desired to know; that all documents which
      could be reasonably provided have been made available for its inspection and
      review; that it has been afforded the opportunity to ask questions of and
      receive answers from duly authorized representatives of the Company concerning
      the terms and conditions of the Offering, and any additional information which
      it had requested. The Subscriber further represents and acknowledges that the
      Subscriber has not seen or received any advertisement or general solicitation
      with respect to the sale of any of the securities of the Company, including,
      without limitation, the Shares.




2.5  The
      Subscriber acknowledges that this offering of Common Stock may involve tax
      consequences, and that the contents hereof do not contain tax advice or
      information. The Subscriber acknowledges that it must retain its own
      professional advisors to evaluate the tax and other consequences of an
      investment in the Shares.




2.6  The
      Subscriber acknowledges that this offering of Common Stock has not been reviewed
      or approved by the United States Securities and Exchange Commission (“SEC”)
      because the Offering is intended to be a nonpublic offering pursuant to Section
      4(2) of the Act. The Subscriber represents that the Shares are being purchased
      for its own account and not for distribution or resale to others; provided
      however, that the Subscriber does not agree to hold any such securities for
      a
      minimum or specified term and reserves the right to sell, transfer or otherwise
      dispose of the Shares at any time in accordance with this Agreement or with
      federal and state securities laws. The Subscriber agrees that it will not sell
      or otherwise transfer any of the securities comprising the Shares unless they
      are registered under the Act or unless an exemption from such registration
      is
      available and, upon the Company’s request, the Company receives an opinion of
      counsel reasonably satisfactory to the Company confirming that an exemption
      from
      such registration is available for such sale or transfer.




2.7  The
      Subscriber understands that Rule 144 (the “Rule”) promulgated under the 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, such
      as
      the Offering, without having to satisfy the registration requirements under
      the
      Act or comply with an exemption therefrom. Except as set forth in the
      immediately following sentence, the Subscriber understands that the Company
      makes no representation or warranty regarding its fulfillment in the future
      of
      any reporting requirements under the Securities Exchange Act of 1934, as amended
      (the “Exchange Act”), or its dissemination to the public of any current
      financial or other information concerning the Company, as is required by Rule
      144 as one of the conditions of its availability. During any period in which
      the
      Shares are eligible for resale in accordance with the provisions of Rule 144,
      other than Rule 144(k), and so long as the Company is subject to the reporting
      obligations under the Exchange Act, the Company covenants to file (or obtain
      extensions in respect thereof and file within the applicable grace period)
      all
      reports required to be filed by the Company after the date hereof pursuant
      to
      the Exchange Act. ****** The
      Subscriber agrees to hold the Company and its respective directors, officers
      and
      controlling persons and their respective heirs, representatives, successors
      and
      assigns harmless and to indemnify them against all liabilities, costs and
      expenses incurred by them as a result of any misrepresentation made by him
      contained herein or in the Investor Questionnaire or any sale or distribution
      by
      the undersigned Subscriber in violation of any federal or state securities
      laws.




3




2.8  The
      Subscriber consents to the placement of one or more legends on any certificate
      or other document evidencing its Shares stating that they have not been
      registered under the Act and are subject to the terms of this Subscription
      Agreement, and setting forth or referring to the restrictions on the
      transferability and sale thereof. The Company agrees to remove any such legend
      from any Share that is sold pursuant to an effective registration statement
      or
      Rule 144.




2.9  The
      Subscriber understands that the Company will review this Subscription Agreement
      and the Investor Questionnaire and, if the Subscriber is a natural person,
      the
      Company is hereby given authority by the undersigned to call its bank or place
      of employment. The Subscriber further authorizes the Company to review the
      financial standing of the Subscriber.




2.10  The
      Subscriber hereby represents that the address of Subscriber furnished by it
      at
      the end of this Subscription Agreement and in the Investor Questionnaire is
      the
      undersigned's principal residence if it is an individual or its principal
      business address if it is a corporation or other entity.




2.11  The
      Subscriber acknowledges that if the Subscriber is a Registered Representative
      of
      a Financial
      Industry Regulatory Authority (“FINRA”) member
      firm, it must give such firm the notice required by the FINRA Conduct Rules,
      or
      any applicable successor rules of FINRA, receipt of which must be acknowledged
      by such firm on the signature page hereof. The Subscriber shall also notify
      the
      Company if the Subscriber or any affiliate of Subscriber is a registered
      broker-dealer with the SEC, in which case the Subscriber represents that the
      Subscriber is purchasing the Shares in the ordinary course of business and,
      at
      the time of purchase of the Shares, has no agreements or understandings,
      directly or indirectly, with any person to distribute the Shares or any portion
      thereof.




2.12  The
      Subscriber hereby represents that, except as set forth herein and in the SEC
      Reports, no representations or warranties have been made to the Subscriber
      by
      either the Company or its agents, employees or affiliates and in entering into
      this transaction, the Subscriber is not relying on any information, other than
      that contained herein or in the SEC Reports.




2.13  If
      the
      undersigned Subscriber is a partnership, corporation, trust or other entity,
      such partnership, corporation, trust or other entity further represents and
      warrants that: (i) it was not formed for the purpose of investing in the
      Company; (ii) it is authorized and otherwise duly qualified to purchase and
      hold
      the Shares; and (iii) that this Subscription Agreement has been duly and validly
      authorized, executed and delivered and constitutes the legal, binding and
      enforceable obligation of the undersigned, subject to bankruptcy, insolvency
      and
      similar laws protecting creditors rights, and to equitable principles which
      may,
      among other things, constrain the enforcement of indemnity
      provisions.




4




2.14  If
      the
      Subscriber is not a United States person, such Subscriber hereby represents
      that
      it has satisfied itself as to the full observance of the laws of its
      jurisdiction in connection with any invitation to subscribe for the Shares
      or
      any use of this Subscription Agreement, including (i) the legal requirements
      within its jurisdiction for the purchase of the Shares, (ii) any foreign
      exchange restrictions applicable to such purchase, (iii) any governmental or
      other consents that may need to be obtained, and (iv) the income tax and other
      tax consequences, if any, that may be relevant to the purchase, holding,
      redemption, sale or transfer of the Shares. Subscriber's subscription and
      payment for, and its continued beneficial ownership of the Shares, will not
      violate any applicable securities or other laws of the Subscriber's
      jurisdiction, except to the extent such laws were violated by actions taken
      by
      the Company.




2.15  The
      Subscriber hereby covenants and agrees that neither it nor any of its affiliates
      has or will have an open position (e.g., short sale) in the Common Stock prior
      to the Registration Statement (as defined below) being declared effective by
      the
      SEC with the intent of covering such open position with Common Stock being
      registered in the Registration Statement. The Subscriber hereby acknowledges
      and
      understands that the SEC has taken the position that covering such an open
      position with shares being registered in the Registration Statement would
      constitute a violation of Section 5 of the Act.




2.16  The
      Subscriber understands and acknowledges that (i) the Shares are being offered
      and sold to Subscriber without registration under the Act in a private placement
      that is exempt from the registration provisions of the Act under Section 4(2)
      of
      the Act and (ii) the availability of such exemption depends in part on, and
      that
      the Company will rely upon the accuracy and truthfulness of, the foregoing
      representations, and such Subscriber hereby consents to such reliance.




3.  Representations
      by the Company




Except
      as
      set forth in the SEC Reports, the Company represents and warrants to the
      Subscriber that:




3.1  Organization
      and Authority .
      The
      Company (i) is a corporation validly existing and in good standing under the
      laws of the jurisdiction of its incorporation, (ii) has all requisite corporate
      power and authority to own, lease and operate its properties and to carry on
      its
      business as presently conducted, and (iii) has all requisite corporate power
      and
      authority to execute, deliver and perform its obligations under this
      Subscription Agreement, and to consummate the transactions contemplated
      hereby.




3.2  Qualifications .
      The
      Company is duly qualified to do business as a foreign corporation and is in
      good
      standing in all jurisdictions where such qualification is necessary and where
      failure so to qualify could have a material adverse effect on the business,
      properties, operations, condition (financial or other), results of operations
      or
      prospects of the Company, taken as a whole.




3.3  Capitalization
      of the Company . Of
      the
      authorized capital stock of the Company, on April 18, 2008 (and before the
      closing of this Offering), there were outstanding 35,389,504 shares of Common
      Stock, options to purchase an aggregate of 5,360,965 shares of Common Stock,
      and
      warrants to purchase an aggregate of 10shares of Common Stock. Except
      as
      a result of the purchase and sale of the Shares or as disclosed in the SEC
      Reports, there are no additional outstanding options, warrants, script rights
      to
      subscribe to, calls or commitments of any character whatsoever relating to,
      or
      securities, rights or obligations convertible into or exchangeable for, or
      giving any person any right to subscribe for or acquire from the Company, any
      shares of Common Stock, or contracts, commitments, understandings or
      arrangements by which the Company is or may become bound to issue additional
      shares of Common Stock, or securities or rights convertible or exchangeable
      into
      shares of Common Stock. Except as described herein, the issuance and sale of
      the
      Shares will not obligate the Company to issue shares of Common Stock or other
      securities to any person (other than the Subscriber) and will not result in
      a
      right of any holder of Company securities to adjust the exercise, conversion,
      exchange or reset price under such securities. The shares of the Company’s
      capital stock outstanding immediately prior to the closing are or will be duly
      authorized and validly issued and are or will be fully paid and nonassessable.
      None of the outstanding shares of Common Stock or options, warrants, or rights
      or other securities entitling the holders to acquire Common Stock has been
      issued in violation of the preemptive rights of any security holder of the
      Company. No holder of any of the Company’s securities has any rights, “demand,”
“piggy-back” or otherwise, to have such securities registered by reason of the
      intention to file, filing or effectiveness of the Registration Statement (as
      defined below), except as described in the SEC Reports. The Common Stock to
      be
      issued to the Subscriber has been duly authorized, and when issued and paid
      for
      in accordance with this Subscription Agreement, the Common Stock will be duly
      and validly issued, fully paid and non-assessable. The Common Stock is eligible
      for quotation on the OTC Bulletin Board, the Company and the Common Stock meets
      the criteria for continued quotation and trading on the OTC Bulletin Board,
      the
      Company has not received any notice from FINRA or any other self-regulatory
      organization or governmental agency that the Company may not be in compliance
      with such criteria, and no suspension of trading in the Common Stock is in
      effect.




5




3.4  Corporate
      Authorization .
      This
      Subscription Agreement has been duly and validly authorized by the Company.
      This
      Subscription Agreement, assuming due execution and delivery by the Subscriber,
      when executed and delivered by the Company, will be, a valid and binding
      obligation of the Company, enforceable in accordance with its respective terms,
      except as the enforceability hereof may be limited by bankruptcy, insolvency,
      reorganization, moratorium or other similar laws now or hereafter in effect
      relating to or affecting creditors’ rights generally and general principles of
      equity, regardless of whether enforcement is considered in a proceeding in
      equity or at law.




3.5  Non-Contravention .
      The
      execution and delivery of this Subscription Agreement by the Company, the
      issuance of the Shares as contemplated hereunder, and the completion by the
      Company of the other transactions contemplated by the Offering do not and will
      not, with or without the giving of notice or the lapse of time, or both, (i)
      result in any violation of any provision of the articles of incorporation or
      by-laws or similar instruments of the Company, (ii) conflict with or result
      in a
      breach by the Company of any of the terms or provisions of, or constitute a
      default under, or result in the modification of, or result in the creation
      or
      imposition of any lien, security interest, charge or encumbrance upon any of
      the
      properties or assets of the Company, pursuant to any agreements, instruments
      or
      documents filed as exhibits to the SEC Reports or any indenture, mortgage,
      deed
      of trust or other agreement or instrument to which the Company is a party or
      by
      which the Company or any of its properties or assets are bound or affected,
      in
      any such case which would have a material adverse effect on the business,
      properties, operations, condition (financial or other), results of operations
      or
      prospects of the Company, taken as a whole, or the validity or enforceability
      of, or the ability of the Company to perform its obligations hereunder, (iii)
      violate or contravene any applicable law, rule or regulation or any applicable
      decree, judgment or order of any court, United States federal or state
      regulatory body, administrative agency or other governmental body having
      jurisdiction over the Company or any of its properties or assets that would
      have
      a material adverse effect on the business, properties, operations, condition
      (financial or other), results of operations or prospects of the Company, taken
      as a whole, or the validity or enforceability of, or the ability of the Company
      to perform its obligations hereunder, or (iv) have any material adverse effect
      on any permit, certification, registration, approval, consent, license or
      franchise necessary for the Company to own or lease and operate any of its
      properties and to conduct any of its business or the ability of the Company
      to
      make use thereof.




6




3.6  Information
      Provided .
      The
      Company hereby represents and warrants to the Subscriber that the information
      set forth in the SEC Reports and any other document provided by the Company
      (or
      the Company’s authorized representatives) to the Subscriber in connection with
      the transactions contemplated by this Subscription Agreement, does not contain
      any untrue statement of a material fact or omit to state any material fact
      necessary in order to make the statements therein, in the light of the
      circumstances under which they are made, not misleading, it being understood
      that for purposes of this Section
      3.6 ,
      any
      statement contained in such information shall be deemed to be modified or
      superseded for purposes of this Section
      3.6 to the
      extent that a statement in any document included in such information which
      was
      prepared and furnished to the Subscriber on a later date or filed with the
      SEC
      on a later date modifies or replaces such statement, whether or not such later
      prepared and furnished or filed statement so states.




3.7  Absence of Certain Proceedings .
      There
      exists no action, suit, proceeding, inquiry or investigation before or by any
      court, public board or body, or governmental agency pending or threatened
      against or affecting the Company, in any such case wherein an unfavorable
      decision, ruling or finding would have a material adverse effect on the
      business, properties, operations, condition (financial or other), results of
      operations or prospects of the Company, or the transactions contemplated
      hereunder or which could adversely affect the validity or enforceability of,
      or
      the authority or ability of the Company to perform its obligations hereunder;
      and to the Company’s knowledge there is not pending or contemplated any, and
      there has been no, investigation by the SEC involving the Company or any of
      its
      current or former directors or officers.




3.8  Compliance
      with Law .
      The
      Company is not in violation of nor has any liability under any statute, law,
      rule, regulation, ordinance, decision or order of any governmental agency or
      body or any court, domestic or foreign, except where such violation or liability
      would not individually or in the aggregate have a material adverse effect on
      the
      business, properties, operations, condition (financial or other), results of
      operations or prospects of the Company, taken as a whole; and to the knowledge
      of the Company there is no pending investigation that would reasonably be
      expected to lead to such a claim.




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4.  Registration
      Rights




4.1  Registration
      Requirement .
      Subject
      to the terms and limitations hereof, the Company shall file a registration
      statement on Form S-1 or other appropriate registration document under the
      Act
      (the “Registration Statement”) for resale of the Common Stock sold in the
      Offering, including, without limitation, the Shares (collectively, the
“Registrable Securities”), and shall use its commercially reasonable efforts to
      maintain the Registration Statement effective for a period of twenty-four (24)
      months following the Closing Date, at the Company’s expense (the “Effectiveness
      Period”). The Company shall file such Registration Statement no later than
      forty-five (45) days after the last closing date among all subscribers in the
      Offering (the “Final Closing Date”), and shall use commercially reasonable
      efforts to cause such Registration Statement to become effective within one
      hundred fifty (150) days after the Final Closing Date, provided, however, that
      any failure by the Company to file or cause the effectiveness of the
      Registration Statement within the time periods set forth herein shall not be
      deemed a breach of this Subscription Agreement or of the Company’s obligations
      hereunder.




4.2  Limitation
      to Registration Requirement .
      Notwithstanding the foregoing, the Company shall not be obligated to effect
      any
      registration of the Registrable Securities or take any other action pursuant
      to
      this Section
      4 :
      (i) in
      any particular jurisdiction in which the Company would be required to execute
      a
      general consent to service of process in effecting such registration,
      qualification or compliance unless the Company is already subject to service
      in
      such jurisdiction and except as may be required by the Act, or (ii) during
      any
      period in which the Company suspends the rights of a subscriber after giving
      the
      Subscriber written notification of a Potential Material Event (defined below)
      pursuant to Section
      4.6 hereof,
      or (iii) if the SEC refuses to declare a Registration Statement filed pursuant
      to this Subscription Agreement, or any other subscription agreement, effective
      as a valid secondary offering under Rule 415 due to the number of Registrable
      Securities included in such Registration Statement relative to the outstanding
      number of shares of Common Stock. If the SEC refuses to declare a Registration
      Statement filed pursuant to this Subscription Agreement, or any other
      subscription agreement, effective as a valid secondary offering under Rule
      415
      due to the number of Registrable Securities included in such Registration
      Statement relative to the outstanding number of shares of Common Stock, then
      the
      Company shall be permitted to reduce the number of Registrable Securities
      included in such Registration Statement (which reduction may include, without
      limitation, all or any portion of the Shares) to cause the Registration
      Statement as a whole to register an amount of shares for resale that does not
      exceed an amount that the SEC allows for the offering thereunder to qualify
      as a
      valid secondary offering under Rule 415, and shall register such excess
      Registrable Securities as soon as permitted by rules or interpretations issued
      by the SEC.




4.3  Expenses
      of Registration .
      Except
      as otherwise expressly set forth, the Company shall bear all expenses incurred
      by the Company in compliance with the registration obligation of the Company,
      including, without limitation, all registration and filing fees, printing
      expenses, fees and disbursements of counsel for the Company incurred in
      connection with any registration, qualification or compliance pursuant to this
      Subscription Agreement and all underwriting discounts, selling commissions
      and
      expense allowances applicable to the sale of any securities by the Company
      for
      its own account in any registration. All selling commissions and expense
      allowances applicable to the sale by Subscriber of Registrable Securities and
      all fees and disbursements of counsel for the Subscriber shall be borne by
      the
      Subscriber.




8




4.4  Indemnification .




(a)  To
      the
      extent permitted by law, the Company will indemnify Subscriber, and each of
      its
      officers, directors, agents, employees and partners, with respect to each
      registration, qualification or compliance effected pursuant to this Agreement,
      against all claims, losses, damages and liabilities (or actions, proceedings
      or
      settlements in respect thereof) arising out of or based on (i) any untrue
      statement (or alleged untrue statement) of a material fact contained in any
      prospectus, offering circular or other document prepared by the Company
      (including any related registration statement, notification or the like)
      incident to any such registration, qualification or compliance, (ii) any
      omission (or alleged omission) to state therein a material fact required to
      be
      stated therein or necessary to make the statements therein not misleading,
      (iii)
      any breach by the Company of any agreement, representation or warranty made
      by
      it in this Agreement, or (iv) any violation by the Company of the Act or any
      rule or regulation thereunder applicable to the Company and relating to action
      or inaction required of the Company in connection with any such registration,
      qualification or compliance, and subject to the provisions of Section
      4.4(c) below,
      will reimburse Subscriber, and each of its officers, directors, agents,
      employees and partners, for any legal and any other expenses as they are
      reasonably incurred in connection with investigating and defending any such
      claim, loss, damage, liability or action, provided that the Company will not
      be
      liable in any such case to the extent that any such claim, loss, damage,
      liability or expense arises out of or is based on any untrue statement (or
      alleged untrue statement) or omission (or alleged omissions) based upon written
      information furnished to the Company by (or on behalf of) Subscriber, or if
      the
      person asserting any such loss, claim, damage or liability (or action or
      proceeding in respect thereof did not receive a copy of an amended preliminary
      prospectus or the final prospectus (or the final prospectus as amended and
      supplemented) at or before the written confirmation of the sale of such
      Registrable Securities to such person because of the failure of the Subscriber
      to so provide such amended preliminary or final prospectus (or the final
      prospectus as amended and supplemented) but only if such amended prospectus
      is
      delivered to the Subscriber prior to such confirmation; provided, however,
      that
      the indemnity agreement contained in this subsection shall not apply to amounts
      paid in settlement of any such loss, claim, damage, liability or action if
      such
      settlement is effected without the consent of the Company (which consent shall
      not be unreasonably withheld), nor shall the Company be liable in any such
      case
      for any such loss, claim, damage, liability or action to the extent that it
      arises out of or is based upon a violation which occurs in reliance upon and
      in
      conformity with written information furnished expressly for use in connection
      with such registration by the Subscriber, or any partner, officer, director,
      employee, or agent of Subscriber.




9




(b)  To
      the
      extent permitted by law, Subscriber, to the extent its Registrable Securities
      are included in any registration, qualification or compliance effected pursuant
      to this Subscription Agreement will indemnify the Company, and its directors,
      officers, partners, agents, and employees, and each other Subscriber and each
      of
      their officers, directors, partners, agents and employees, against all claims,
      losses, damages and liabilities (or actions in respect thereof) arising out
      of
      or based on any untrue statement (or alleged untrue statement) of a material
      fact contained in any such registration statement, prospectus, offering circular
      or other document, or any 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 such Subscribers,
      directors, officers, partners, agents and employees for any legal or any other
      expenses as they are reasonably incurred in connection with investigating or
      defending any such claim, loss, damage, liability or action, in each case to
      the
      extent, but only to the extent, that such untrue statement (or alleged untrue
      statement) or omission (or alleged omission) is made in such registration
      statement, prospectus, offering circular or other document in reliance upon
      and
      in conformity with written information furnished to the Company by Subscriber; provided , however ,
      that
      the obligations of any Subscriber hereunder shall be limited to an amount equal
      to the net proceeds to such Subscriber from Registrable Securities sold under
      such registration statement, prospectus, offering circular or other document
      as
      contemplated herein; provided, further, that the indemnity agreement contained
      in this subsection shall not apply to amounts paid in settlement of any such
      loss, claim, damage, liability or action if such settlement is effected without
      the consent of the Subscriber, which consent shall not be unreasonably withheld
      or delayed.




(c)  Each
      party entitled to indemnification under this Section (the “Indemnified Party”)
      shall give notice to the party required to provide indemnification (the
“Indemnifying Party”) promptly after such Indemnified Party has actual knowledge
      of any claim as to which indemnity may be sought, and shall permit the
      Indemnifying Party to assume the defense of any such claim or any litigation
      resulting therefrom, provided that counsel for the Indemnifying Party, who
      shall
      conduct the defense of such claim or any litigation resulting therefrom, shall
      be approved by the Indemnified Party (whose approval shall not unreasonably
      be
      withheld), and the Indemnified Party may participate in such defense at such
      party’s expense; and provided further that if any Indemnified Party reasonably
      concludes that there may be one or more legal defenses available to it that
      are
      not available to the Indemnifying Party, or that such claim or litigation
      involves or could have an effect on matters beyond the scope of this Agreement,
      then the Indemnified Party may retain its own counsel at the expense of the
      Indemnifying Party; and provided further that the failure of any Indemnified
      Party to give notice as provided herein shall not relieve the Indemnifying
      Party
      of its obligations under this Agreement unless and only to the extent that
      such
      failure to give notice results in material prejudice to the Indemnifying Party.
      No Indemnifying Party, in the defense of any such claim or litigation, shall,
      except with the consent of each Indemnified Party, consent to entry of any
      judgment or enter into any settlement which does not include as an unconditional
      term thereof the giving by the claimant or plaintiff to such Indemnified Party
      of a release from all liability in respect to such claim or litigation. Each
      Indemnified Party shall furnish such information regarding itself or the claim
      in question as an Indemnifying Party may reasonably request in writing and
      as
      shall be reasonably required in connection with defense of such claim and
      litigation resulting therefrom.




10




(d)  If
      the
      indemnification provided for in this Section is held by a court of competent
      jurisdiction to be unavailable to an Indemnified Party with respect to any
      loss,
      liability, claim, damage or expense referred to herein, then the Indemnifying
      Party, in lieu of indemnifying such Indemnified Party hereunder, shall
      contribute to the amount paid or payable by such Indemnified Party as a result
      of such loss, liability, claim, damage or expense in such proportion as is
      appropriate to reflect the relative fault of the Indemnifying Party on the
      one
      hand and of the Indemnified Party on the other in connection with the statements
      or omissions which resulted in such loss, liability, claim, damage or expense
      as
      well as any other relevant equitable considerations; provided , however ,
      that
      the obligations of Subscriber hereunder shall be limited to an amount equal
      to
      the net proceeds to Subscriber from Registrable Securities sold under such
      registration statement, prospectus, offering circular or other document as
      contemplated herein. The relative fault of the Indemnifying Party and of the
      Indemnified Party shall be determined by reference to, among other things,
      whether the untrue or alleged untrue statement of a material fact or the
      omission to state a material fact relates to information supplied by the
      Indemnifying Party or by the Indemnified Party and the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent such
      statement or omission.




4.5  Transfer
      or Assignment of Registration Rights .
      Upon a
      sale or other transfer or disposition of Registrable Securities in accordance
      with the terms of this Agreement, the Subscriber may assign its rights under
      this Agreement to the transferee of such Registrable Securities, provided that
      the Company is given written notice of such transfer, stating the name and
      address of said transferee and identifying the Registrable Securities with
      respect to which such registration rights are being transferred; provided
      further that the transferee of such Registrable Securities shall be deemed
      to
      have assumed the obligations of the Subscriber under this Subscription Agreement
      by the acceptance of such assignment and shall, upon request from the Company,
      evidence such assumption by delivery to the Company of a written agreement
      assuming such obligations of the Subscriber.




4.6  Registration
      Procedures .
      In the
      case of the registration effected by the Company pursuant to this Subscription
      Agreement, the Company will keep the Subscriber advised in writing as to the
      initiation of each registration and as to the completion thereof. The Company
      will:




(a)  Prepare
      and file with the SEC such amendments and supplements to such registration
      statement and the prospectus used in connection with such registration statement
      as may be necessary to comply with the provisions of the Act with respect to
      the
      disposition of securities covered by such registration statement;




(b)  Respond
      as promptly as reasonably practicable to any comments received from the SEC
      with
      respect to a registration statement or any amendment thereto.




(c)  Notify
      the Subscriber as promptly as reasonably practicable and (if requested by any
      such person) confirm such notice in writing no later than one trading day
      following the day (A) when a prospectus or any prospectus supplement or
      post-effective amendment to a registration statement is proposed to be filed
      and
      (B) with respect to a registration statement or any post-effective amendment,
      when the same has become effective;




11




(d)  Furnish
      such number of prospectuses and other documents incident thereto, including
      supplements and amendments, as the Subscriber may reasonably request;




(e)  Furnish
      to the Subscriber, upon request, a copy of all documents filed with and all
      correspondence from or to the SEC in connection with any such registration
      statement other than non-substantive cover letters and the like;




(f)  Use
      its
      commercially reasonable efforts to avoid the issuance of, or, if issued, obtain
      the withdrawal of (i) any order suspending the effectiveness of a registration
      statement, or (ii) any suspension of the qualification (or exemption from
      qualification) of any of the Registrable Securities for sale in any
      jurisdiction, at the earliest practicable moment; and




(g)  Use
      its
      commercially reasonable efforts to comply with all applicable rules and
      regulations of the SEC.




Notwithstanding
      the foregoing, if at any time or from time to time after the date hereof, the
      Company notifies the Subscriber in writing of the existence of an event or
      circumstance that is not disclosed in the Registration Statement and that may
      have a material effect on the Company or its business (a “Potential Material
      Event”), the Subscriber shall not offer or sell any Registrable Securities, or
      engage in any other transaction involving or relating to the Registrable
      Securities, from the time of the giving of notice with respect to a Potential
      Material Event until the Company notifies the Subscriber that such Potential
      Material Event either has been added to the Registration Statement by amendment
      or supplement or no longer constitutes a Potential Material Event; provided ,
      that
      the Company may not so suspend the right of Subscriber for more than 90 days
      during any 12 month period .




4.7  Statement
      of Beneficial Ownership .
      The
      Company may require the Subscriber to furnish to the Company a certified
      statement as to the number of shares of Common Stock beneficially owned by
      such
      Subscriber and the controlling person thereof and any other such information
      regarding the Subscriber, the Registrable Securities held by the Subscriber
      and
      the intended method of disposition of such securities as shall be reasonably
      required with respect to the registration of the Subscriber’s Registrable
      Securities. The Subscriber hereby understands and agrees that the Company may,
      in its sole discretion, exclude the Subscriber’s shares of Common Stock from the
      Registration Statement in the event that the Subscriber fails to provide such
      information requested by the Company within the time period reasonably specified
      by the Company or is required to do so by law or the SEC.




4.8  Compliance .
      Subscriber covenants and agrees that Subscriber will comply with the prospectus
      delivery requirements of the Act as applicable to Subscriber in connection
      with
      sales of Registrable Securities pursuant to the registration statement required
      hereunder.




12




4.9  Piggy-Back
      Registrations .
      If at
      any time during the Effectiveness Period there is not an effective registration
      statement covering all of the Registrable Securities and the Company shall
      determine to prepare and file with the SEC a registration statement relating
      to
      an offering for its own account or the account of others under the Act of any
      of
      its Common Stock, other than an offering of securities issued pursuant to a
      Strategic Issuance (as defined below) and other than a Form S-4 or Form S-8
      registration statement (each as promulgated under the Act or their then
      equivalents relating to equity securities to be issued solely in connection
      with
      any business combination transaction, acquisition of any entity or business
      or
      equity securities issuable in connection with stock option or other employee
      benefit plans), then the Company shall send to the Subscriber (together with
      any
      other holders of its Common Stock possessing “piggyback registration rights”
comparable to those granted to the Subscriber hereunder (“Rightsholders”))
      written notice of such determination and, if within fifteen (15) days after
      receipt of such notice, the Subscriber shall so request in writing, the Company
      shall include in such registration statement all or any part of such Registrable
      Securities such Subscriber requests to be registered; provided that the Company
      shall not be required to register any Registrable Securities pursuant to this
      Section that are eligible for resale pursuant to Rule 144(k) promulgated under
      the Act; and provided further that the Company may, without the consent of
      the
      Subscriber, withdraw such registration statement before its becoming effective
      if the Company or other stockholders have elected to abandon the proposal to
      register the securities proposed to be registered thereunder. If the
      registration statement is being filed for an underwritten public offering,
      the
      Subscriber must timely execute and deliver the usual and customary agreement
      among the Company, such Subscriber and the underwriters relating to the
      registration. If the registration statement is being filed for an underwritten
      offer and sale by the Company of securities for its own account and the managing
      underwriters advise the Company in writing that in their opinion the offering
      contemplated by the registration statement cannot be successfully completed
      if
      the Company were to also register the Registrable Securities of the Subscriber
      requested to be included in such registration statement, then the Company will
      include in the registration: (i) first, any securities the Company proposes
      to
      sell, (ii) second, any securities of any person whose securities are being
      registered as a result of the exercise of a demand registration right, and
      (iii)
      third, that portion of the aggregate number of shares being requested for
      inclusion in the registration statement by (X) the Subscriber and (Y) all other
      Rightsholders, which in the opinion of such managing underwriters can
      successfully be sold, such number of shares to be taken pro
      rata from the
      Rightsholders on the basis of the total number of shares being requested for
      inclusion in the registration statement by each Rightsholder. “Strategic
      Issuance” shall mean an issuance of securities: (i) in connection with a
“corporate partnering” transaction or a “strategic alliance” (as determined by
      the Board of Directors of the Company in good faith); (ii) in connection with
      any financing transaction in respect of which the Company is a borrower; or
      (iii) to a vendor, lessor, lender, or customer of the Company, or a research,
      manufacturing or other commercial collaborator of the Company, in a transaction
      approved by the Board of Directors, provided in any case, that such issuance
      is
      not being made primarily for the purpose of avoiding compliance with this
      Subscription Agreement.




13




5.  Miscellaneous




5.1  Any
      notice or other communication given hereunder shall be deemed sufficient if
      in
      writing and sent by verifiable facsimile, overnight courier or registered or
      certified mail, return receipt requested, addressed to the Company, at Ironclad
      Performance Wear Corporation, 2201 Park Place, Suite 101, El Segundo, California
      90245, Attention: Ed Jaeger, President, with a copy to (which shall not
      constitute notice) Stubbs Alderton & Markiles, LLP, 15260 Ventura Boulevard,
      20 th Floor,
      Sherman Oaks, California 91403, Attention: Greg Akselrud, Esq., and to the
      Subscriber at its address indicated on the signature page of this Subscription
      Agreement. Notices shall be deemed to have been given when received.




5.2  This
      Subscription Agreement may be amended through a written instrument signed by
      the
      Subscriber and the Company. The Company shall not offer any additional
      inducement or consideration to any subscriber unless such inducement or
      consideration is offered to all subscribers.




5.3  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 hereof and merges
      and
      supersedes all prior discussions, agreements and understandings of any and
      every
      nature among them.




5.4  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 California.




5.5  This
      Subscription Agreement may be executed in counterparts.




5.6  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.




5.7  It
      is
      agreed that a waiver by either party of a breach of any provision of this
      Subscription Agreement shall not operate, or be construed, as a waiver of any
      subsequent breach by that same party.




5.8  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.




5.9  The
      Company agrees not to disclose the names, addresses or any other information
      about the Subscribers, except as required by law, provided that the Company
      may
      provide information relating to the Subscriber as required in any registration
      statement under the Act that may be filed by the Company pursuant to the
      requirements of this Subscription Agreement. The Company will file a Form 8-K
      on
      the third business day following the date of this Agreement describing the
      terms
      of this Agreement in reasonable detail but subject to any disclosure limitations
      imposed on the Company by the relevant rules promulgated under the Act.




14




5.10  The
      obligation of the Subscriber hereunder is several and not joint with the
      obligations of any other subscribers for the purchase of Common Stock in the
      Offering (the “Other Subscribers”), and the Subscriber shall not be responsible
      in any way for the performance of the obligations of any Other Subscribers.
      Nothing contained herein or in any other agreement or document delivered at
      the
      Closing, and no action taken by the Subscriber pursuant hereto, shall be deemed
      to constitute the Subscriber and the Other Subscribers as a partnership, an
      association, a joint venture or any other kind of entity, or create a
      presumption that the Subscriber and the Other Subscribers are in any way acting
      in concert with respect to such obligations or the transactions contemplated
      by
      this Subscription Agreement. The Subscriber shall be entitled to protect and
      enforce the Subscriber’s rights, including without limitation the rights arising
      out of this Subscription Agreement, and it shall not be necessary for any Other
      Subscriber to be joined as an additional party in any proceeding for such
      purpose. The language used in this Agreement will be deemed to be the language
      chosen by the parties to express their mutual intent, and no rules of strict
      construction will be applied against any party. The Subscriber is not acting
      as
      part of a “group” (as that term is used in Section 13(d) of the 1934 Act) in
      negotiating and entering into this Subscription Agreement or purchasing the
      Shares, or acquiring, disposing of or voting any of the Shares. The Company
      hereby confirms that it understands and agrees that the Subscriber is not acting
      as part of any such group.




[SIGNATURE
      PAGE FOLLOWS]




15





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




Subscriber:














By:





Title:







Address
      of Subscriber




Social
      Security or Taxpayer


Identification
      Number of Subscriber






Number
      of
      Shares Subscribed For




Aggregate
      Purchase Price




Subscription
      Agreed to and Accepted  :




IRONCLAD
      PERFORMANCE WEAR CORPORATION







By:





Name:





Title:







16




**EXHIBIT
      A**





**INVESTMENT
      QUESTIONNAIRE**