SUBSCRIPTION
      AGREEMENT

     

    This
      SUBSCRIPTION AGREEMENT (this “Agreement”)
      has
      been executed by the undersigned subscriber. Upon its acceptance by a21, Inc.,
      a
      Texas corporation (the “Company”),
      it
      will be an agreement, dated the date of such acceptance, by and among the
      undersigned subscriber (the "Investor")
      and
      the Company.

     

    WHEREAS,
      the Investor, the Company and certain other persons are parties to a Share
      Purchase Agreement dated as of October __, 2005 (the “Effective
      Date”)
      relating to the whole of the issued share capital of LCJ Acquisitions Limited
      (the “Purchase
      Agreement”);
      and

     

    WHEREAS,
      pursuant to the Purchase Agreement, the Investor is acquiring eight hundred
      thousand (800,000) shares of common stock (the “Common
      Shares”)
      of the
      Company, par value $0.001 and three thousand two hundred (3,200) shares of
      preferred stock (the “Preferred
      Shares”)
      of the
      Company, par value $0.001.

     

    NOW,
      THEREFORE, in consideration of the promises and the mutual agreements herein
      contained, the Investor and the Company agree as follows:

     

    ARTICLE
      1

    PURCHASE
      AND SALE OF SHARES

     

    SECTION
      1.1.  Covenants
      of Purchase and Sale.
      Subject
      to the terms and conditions hereof, the Investor hereby agrees to acquire the
      Common Shares and the Preferred Shares and the Company hereby agrees to issue
      the Common Shares and the Preferred Shares to the Investor and issue a stock
      certificate in respect of such shares within 10 business days of the date
      hereof. Subject to the terms and conditions hereof, the Investor's obligation
      to
      acquire and the Company’s obligation to issue the Common Shares and the
      Preferred Shares shall be complete and binding upon the execution and delivery
      of this Agreement.

     

    ARTICLE
      2 

    REPRESENTATIONS
      AND WARRANTIES

     

    SECTION
      2.1.  Representations
      and Warranties of the Investor.
      The
      Investor represents and warrants to and agrees with the Company that each of
      the
      following statements will be true on the date hereof:

     

    (i)  Such
      Investor is an "accredited investor" as that term is defined in Rule 501(a)
      of
      Regulation D under the Securities Act of 1933, as amended (“Securities
      Act”);

     

    (ii)  The
      Investor is acquiring the Common Shares and the Preferred Shares for the
      Investor's own account as principal;

     

    (iii)  The
      Investor understands that (A) it must bear the economic risk of an investment
      in
      the Common Shares and the Preferred Shares for an indefinite period of time
      because, among other reasons, there is currently no established market for
      either the Common Shares or the Preferred Shares and the offer and sale of
      the
      Common Shares and the Preferred Shares are intended to be exempt from
      registration under the Securities Act by virtue of Section 4(2) of the
      Securities Act and are intended to be exempt from registration under any
      applicable state securities laws, and (B) notwithstanding the consent of the
      Company, neither the Common Shares nor the Preferred Shares may be sold,
      transferred, hypothecated or pledged, except pursuant to an effective
      registration statement under the Securities Act and under the applicable state
      securities laws or pursuant to an available exemption from the registration
      requirements of the Securities Act and the applicable state securities laws
      established to the satisfaction of the Company and that the Company is under
      no
      obligation to register the Common Shares or the Preferred Shares, except to
      the
      extent provided in this Agreement, or to assist such Investor in complying
      with
      any exemption from the registration thereof;

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    (iv)  The
      Investor (A) has been furnished with, and hereby acknowledges the receipt of,
      a
      copy of any documents which have been provided to the Investor upon the
      Investor's request, (B) understands the risks of, and other considerations
      relating to, its acquisition of the Common Shares and the Preferred Shares,
      (C)
      understands that, to the extent that any information set forth in any material
      previously presented to it is inconsistent with the provisions of this
      Agreement, the provisions of this Agreement shall prevail and supersede such
      prior information, and (D) the Investor has been given the opportunity to obtain
      such additional information that it believes is necessary to verify the accuracy
      of the information contained in any material previously presented to
      it;

     

    (v)  The
      Investor has such knowledge and experience in financial affairs that it is
      capable of evaluating the merits and risks of acquiring the Common Shares and
      the Preferred Shares, and the Investor has not relied in connection with this
      investment upon any representations, warranties or agreements other than those
      set forth in this Agreement; 

     

    (vi)  With
      respect to the tax and other economic considerations related to this investment,
      the Investor has relied only on the advice of the Investor's own professional
      advisers; and

     

    (vii)  A
      legend
      substantially in the following form will be placed on the certificates
      representing the Common Shares and the Preferred Shares to be issued to the
      Investor;

     

    “The
      shares represented by this certificate have not been registered under the
      Securities Act of 1933, as amended, and may not be sold, transferred or
      otherwise disposed of in the absence of an effective registration statement
      under such Act or an opinion of counsel satisfactory to a21, Inc. to the effect
      that such registration is not required.”

     

    SECTION
      2.2.  Representations
      and Warranties of the Company.
      The
      Company represents and warrants to and agrees with the Investor that each of
      the
      following statements will be true and correct on the date hereof:

     

    (i)  The
      Company is duly organized, validly existing and in good standing under the
      laws
      of its state of incorporation and has all requisite power and authority to
      conduct its business, to enter into and carry out this Agreement and the
      transactions contemplated by the Purchase Agreement and, without limitation,
      to
      issue the Common Shares and Preferred Shares to the Investor.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (ii)  The
      Company has complied with and shall not be in violation of its Articles of
      Incorporation and By-laws. 

     

    (iii)  The
      transactions contemplated by this Agreement and the Purchase Agreement do not
      violate any law or government regulation applicable to the Company.

     

    SECTION
      2.3.  The
      Company shall deliver to the Investor a certificate of its Chief Executive
      Officer certifying the authenticity of the resolutions adopted by the Company
      authorizing and approving this Agreement and the Purchase Agreement and any
      and
      all other transactions and documents entered into pursuant to the foregoing,
      including without limitation the issuance of the Common Shares and Preferred
      Shares to the Investor. The Company covenants and agrees to deliver to the
      Investor a certificate(s) representing the Common Shares and a certificate(s)
      representing the Preferred Shares within ten (10) business days of the Effective
      Date.

     

    ARTICLE
      3

    REGISTRATION
      RIGHTS

     

    SECTION
      3.1.  Rights
      to Piggyback 

     

    (i)  If
      (and
      on each occasion that) the Company proposes to register any of its securities
      under the Securities Act, either for the Company’s own account or for the
      account of any of its stockholders (other than pursuant to a Form S-4 or Form
      S-8 or comparable form and other than pursuant to a demand registration right
      granted to other persons to the extent that such rights prohibit the Company
      from including securities of any other person in such registration statement)
      (each such registration not withdrawn or abandoned prior to the effective date
      thereof being herein called a “Piggyback
      Registration”),
      the
      Company will give written notice to the holder of the Common Shares and
      Preferred Shares (“Holder”)
      of
      such proposal not later than the tenth day following the receipt by the Company
      of notice of exercise of any registration rights by any persons.

     

    (ii)  Subject
      to the provisions contained in Section 3.2 and in the last sentence of this
      paragraph (ii), (A) the Company will be obligated and required to include in
      each Piggyback Registration all Common Shares (including for this purpose the
      Common Shares into which the Preferred Shares may be exchanged and/or converted)
      with respect to which the Company shall receive from the Holder, within 15
      days
      after the date on which the Company shall have given written notice of such
      Piggyback Registration to the Holder, the written requests of such Holder for
      inclusion in such Piggyback Registration, and (B) the Company will use
      commercially reasonable efforts in good faith to effect promptly the
      registration of all such Common Shares. The Holder shall be permitted to
      withdraw all or any part of the Common Shares of such Holder from any Piggyback
      Registration at any time prior to the effective date of such Piggyback
      Registration unless such Holder shall have entered into a written agreement
      with
      the Company’s underwriters establishing the terms and conditions under which
      such Holder would be obligated to sell such securities in such Piggyback
      Registration. The Company will not be obligated or required to include any
      Common Shares in any registration effected solely to implement an employee
      benefit plan or a transaction to which Rule 145 of the Securities and Exchange
      Commission is applicable.

     

    
      
        
        

      

      
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    SECTION
      3.2.  Priority
      on Piggyback Registrations.
      If a
      Piggyback Registration is an underwritten registration, and the managing
      underwriters shall give written advice to the Company of a number of securities
      to which such registration should, in the opinion of the managing underwriters
      of such registration in the light of marketing factors, be limited (the
“Underwriters’
      Maximum Number”),
      then:
      (i) the Company shall be entitled to include in such registration that number
      of
      securities which the Company proposes to offer and sell for its own account
      in
      such registration and/or number of securities requested to be included in such
      registration by persons exercising demand registration rights which does not
      exceed the Underwriters’ Maximum Number; (ii) if the Underwriters' Maximum
      Number exceeds the number of securities which the Company proposes to offer
      and
      sell for its own account in such registration, then the Company will be
      obligated and required to include in such registration that number of Common
      Shares requested by the Holder thereof to be included in such registration
      and
      which does not exceed such excess and such securities to be registered shall
      be
      allocated pro rata among the Holder on the basis of the number of Common Shares
      requested to be included therein by the Holder and any other person to whom
      the
      Company has granted piggyback registration rights; (iii) if the Underwriters'
      Maximum Number exceeds the sum of the number of Shares which the Company shall
      be required to include in such registration pursuant to clause (ii) above and
      the number of securities which the Company proposes to offer and sell for its
      own account in such registration, then the Company may include in such
      registration that number of other securities which persons shall have requested
      be included in such registration and which shall not be greater than such
      excess.

     

    SECTION
      3.3.  Selection
      of Underwriters.
      In any
      Piggyback Registration, the Company shall have the right to select the
      investment bankers and managing underwriters in such registration.

     

    SECTION
      3.4.  Right
      to Terminate Registration.
      The
      Company shall have the right to terminate or withdraw any registration initiated
      by it under this Article 3 prior to the effectiveness of such registration
      whether or not any Holder has elected to include Shares in such
      registration.

     

    ARTICLE
      4

    MISCELLANEOUS
      PROVISIONS

     

    SECTION
      4.1.  Lock-up.
      The
      Investor covenants and agrees that it shall not sell, assign, transfer,
      otherwise dispose of, pledge, hypothecate, whether direct or indirect, whether
      voluntary, involuntary or by operation of law, and whether for value or not
      any
      or all of the Common Shares and the Preferred Shares except in the amounts
      and
      upon expiration of the time periods, in each case, as specified
      below.

     

    (i)  Common
      Shares (other than Common Shares which were issued in exchange for Preferred
      Shares)

     

    (a)  One-third
      of the Common Shares - six (6) months after the Effective Date;

     

    (b)  An
      additional one-third of the Common Shares - fifteen (15) months after the
      Effective Date; and

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    (c)  The
      remaining amount of the Common Shares - twenty four (24) months after the
      Effective Date.

     

    (ii)  Preferred
      Shares 

     

    (a)  One-third
      of the Preferred Shares - upon the effective date of the exchange of Preferred
      Shares for Common Shares in accordance with the terms and conditions of the
      Exchange Agreement entered into as of the Effective Date by and among the
      Company and the other parties thereto (the “Exchange
      Agreement”);

     

    (b)  An
      additional one-third of the Preferred Shares - one year after the effective
      date
      of the exchange of Preferred Shares for Common Shares in accordance with the
      terms and conditions of the Exchange Agreement; and

     

    (c)  The
      remaining amount of the Preferred Shares - eighteen (18) months after the
      effective date of the exchange of the Preferred Shares for Common Shares in
      accordance with the terms and conditions of the Exchange Agreement.

     

    


     

    SECTION
      4.2.  Survival
      of Representations and Warranties.
      All
      representations and warranties contained herein or made in writing by the
      Investor or the Company in connection with the transactions contemplated by
      this
      Agreement shall survive and the issue and sale of the Common Shares and the
      Preferred Shares, notwithstanding any inquiry or investigation at any time
      made
      by or on behalf of the Investor or the Company.

     

    SECTION
      4.3.  Applicable
      Law.
      This
      Agreement and the rights and obligations of the parties hereunder shall be
      governed by and interpreted, construed and enforced in accordance with the
      laws
      of the State of New York without giving effect to the conflicts of laws
      provisions thereof.

     

    SECTION
      4.4.  Counterparts.
      This
      Agreement may be executed in any number of separate counterparts, each of which
      shall be deemed an original, but the several counterparts shall together
      constitute but one and the same agreement of the parties hereto.

     

    SECTION
      4.5.  Other
      Subscription Agreements.
      The
      Company is entering into or expects to enter into separate subscription
      agreements, substantially similar in form to this Agreement with other Investors
      (the "Other
      Investors"),
      providing for the acquisition by the Other Investors of Common Shares and
      Preferred Shares.

     

    Prospective
      Investors should retain their own professional advisors to review and evaluate
      the economic, tax and other consequences of an investment in the
      Company.

     

    Special
      Note Regarding Forward-looking Statements

     

    Information
      included in this Agreement may contain forward-looking statements within the
      meaning of Section 27A of the Securities Act and Section 21E of the Exchange
      Act
      of 1934, as amended (the “Exchange
      Act”).
      This
      information may involve known and unknown risks, uncertainties and other factors
      which may cause the Company’s actual results, performance or achievements to be
      materially different from future results, performance or achievements expressed
      or implied by any forward-looking statements. Forward-looking statements, which
      involve assumptions and describe the Company’s future plans, strategies and
      expectations, are generally identifiable by use of the words
“may,”“will,”“should,”“expect,”“anticipate,”“estimate,”“believe,”“intend” or
“project” or the negative of these words or other variations on these words or
      comparable terminology. These forward-looking statements are based on
      assumptions that may be incorrect, and there can be no assurance that these
      projections included in these forward-looking statements will come to pass.
      The
      Company’s actual results could differ materially from those expressed or implied
      by the forward-looking statements as a result of various factors, including
      the
      risk factors described above and elsewhere in this Agreement. The Company
      undertakes no obligation to update publicly any forward-looking statements
      for
      any reason, even if new information becomes available or other events occur
      in
      the future.

     

    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the undersigned has executed this Agreement as of
      this 12th day of October, 2005.

    
      	
               

              INVESTOR

            	 	
               

              U.S.A
                Tax ID Number or Social Security Account Number (if
                applicable):

            
	/s/
              Louis Ingram 	 	                                                     
              
	
              Name:
                Louis Ingram

            	 	
              (if
                none, so state)

            
	
              Title:

            	 	 
	
               

              Address
                of Principal Executive Office:

            	 	
               

              Address
                for Notice (if different):

            
	                                                     
              	 	                                                     
              
	                                                     
              	 	                                                     
              
	                                                     
              	 	                                                     
              
	                                                     
              	 	                                                     
              
	
              TELEPHONE:    

            	 	
              TELEPHONE:    

            
	
              FAX:      

            	 	
              FAX:      

            
	 	 	
               

              Attention:     

            


    

     

    Date
      Subscription Accepted: October __, 2005.

     

    a21,
      INC.

     

    
       

      By:
        /s/
        Albert Pleus

      Name:
        Albert Pleus

      Title:
        CEO 


    

    
      
        
        

      

      
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