SUBSCRIPTION AGREEMENT

Agreement (this "Agreement"), made this ---- day of -------------,  2003 by and
between  INTERNATIONAL  TEST  SYSTEMS,  INC.  a Delaware  corporation  (the
"Company") and ---------------------------------------------- ("Subscriber"). In
consideration of the mutual promises and covenants herein contained, the parties
hereto (the "Parties") agree as follows:

                                  1. ARTICLE I

                                  SUBSCRIPTION

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

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

                                  2. ARTICLE II

                         REPRESENTATIONS AND WARRANTIES

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

2.2.     Access to Information.  The   Subscriber   represents he has received
         ----------------------
and retained the Company's prospectus  (the  "Prospectus").

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

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

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

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

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

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

                                 3. ARTICLE III

                            MISCELLANEOUS PROVISIONS

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

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

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

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

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

<PAGE>

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

INTERNATIONAL  TEST  SYSTEMS,  INC.
16161  College  Oak,  S.  101
San  Antonio,  TX  78249
By:
   --------------------------------
Authorized  Officer

 The  Subscriber

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(Address)

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