Date: January 24, 2002


The Board of Directors of
Sense Technologies Inc.
14441 DuPont Ct., Suite 103
Omaha, Nebraska 68144

Re: Subscription Agreement

Gentlemen:

The Undersigned has had several discussions with you regarding Sense
Technologies Inc., (the "Company") and as a result thereof, the Undersigned
wishes to subscribe for 50,000 shares of the Company's no par value Common
Stock. The Undersigned understands that the shares are being offered at $1.03
per share, and accordingly the Undersigned tenders herewith the total purchase
price of Fifty-one Thousand Five Hundred Dollars & no/100 ($51,500.00) in
exchange for the shares. Dividends paid, if any, on the shares shall be in such
amounts and on such dates as the Board of Directors may, declare specifically
for such shares.

In connection with the Undersigned's proposed purchase of the shares, the
Undersigned represents to you as follows:

1.   The shares being acquired by the undersigned are for the Undersigned's
     own account and not on behalf of any other person.

      initial: ( /s/ initial )
                -------------

2.   The shares being acquired, are being acquired, for investment purposes
     and not for resale or distribution.

      initial: ( /s/ initial )
                -------------

3.   Neither the Undersigned or anyone acting on the Undersigned's behalf paid
     any commission or other remuneration to any person in connection with the
     execution of this transaction or the purchase of the shares.

      initial: ( /s/ initial )
                -------------

4.   The Undersigned has had the opportunity to request and receive sufficient
     information from the Company to enable the Undersigned, or the
     Undersigned's advisor, accountant or attorney to fairly evaluate the merits
     of a proposed investment in the Company.

     The Undersigned has discussed all matters pertinent, concerning the
     business of the Company, with its management. As a result, the Undersigned
     is cognizant of the financial condition and operations of the Company, has
     available full information concerning its affairs and has been able to
     evaluate the merits and risks of the investment in the shares.


<PAGE>

     In this connection the Company has made available documents but not limited
     to the following:

      a.   Books and Records of the Company

      initial: ( /s/ initial )
                -------------

Specifically:

   The Undersigned has made, or caused to be made, such investigation of the
Company, its management, and its operations as the undersigned considers
necessary and appropriate to enable the Undersigned to make an informed decision
regarding the investment:

   Prior to making the investment, the Undersigned' was presented with and
acted upon the opportunity to ask questions and receive answers from the Company
and/or other directors and officers of the Company relating to the business and
operations of the Company and to obtain any additional information necessary to
verify the accuracy of the information made available to the Undersigned;

   Prior to making the investment, the Undersigned made arrangements to
conduct an inspection as the Undersigned deemed necessary of the books, records,
contracts, instruments and other data relating to the operations of the Company;

   The Undersigned has been provided with the opportunity to inspect and review
the corporate minute books, stock book, stock ledger and such other items of the
Company's history as the Undersigned has deemed necessary and is therefore
satisfied as to the present status and condition of such matters.


      initial: ( /s/ initial )
                -------------

5.   The Undersigned's present financial condition is such that it is unlikely
     that it would be necessary for the Undersigned to dispose of any shares in
     the reasonable future.

      initial: ( /s/ initial )
                -------------

6.   The Undersigned understands that the shares are restricted securities
     within the meaning of Rule 144 or the General Rules and Regulations under
     the Securities Act of 1933 (the "Act"). If either Rule 144 or Rule 144(k)
     is available for the resale of the shares, the Undersigned understands that
     it may resell the shares only in accordance with its limitation [provided
     other exemptions under applicable securities laws are unavailable]. The
     Undersigned consents to the placement of an appropriate restrictive legend
     on the certificate evidencing the shares of any certificates issued in
     replacement or exchange thereof

      initial: ( /s/ initial )
                -------------

<PAGE>

7.   The Undersigned understands and agrees.

      a. that the securities being purchased have not been registered under the
Act or any state securities laws;

      b. that the Undersigned cannot sell the securities being purchased unless
they are registered under the Act and applicable state securities laws or unless
exemptions from such registration requirements are available;

      c. that the Undersigned must bear the economic risks of the investment for
an indefinite period of time because the securities have not been registered
under the Act or any state securities laws:

      d. that the Company is the only entity which may register its securities
under the Act and that the Company, has not made any representations to the
Undersigned regarding the registration of the securities or compliance with
Regulation A or some other exemption under the Act;

      e. that any and all certificates representing the securities, and any
securities issued in replacement or exchange therefor, shall bear the following
or substantially, equivalent legend, which the Undersigned has read and
understands:

         The Securities represented by this certificate have not been
         registered under the Securities Act of 1933 or the securities
         act of any State. The securities have been acquired for,
         investment purposes only and not for redistribution and may
         not be sold in the absence of an effective registration of them
         under, the securities act of any State or in the absence of an
         opinion of counsel acceptable to the Corporation that such
         registration is not required under such act or acts.

      initial: ( /s/ initial )
                -------------

8.   The Company has given the Undersigned the opportunity to ask questions of
     and to receive answers from persons acting on the Company's behalf
     concerning the terms and conditions of this offering and the status of the
     Company, and the Undersigned has also been given the opportunity to obtain
     any, additional information to the extent the Company possesses the
     information or can acquire it without unreasonable effort or expense
     necessary to verify, the accuracy of the information.


      initial: ( /s/ initial )
                -------------

9.   The Undersigned understands that the shares are not being registered under
     the Securities Act of 1933, as amended (the "Act"), on reliance upon
     exemptions contained in section 4(I), 4(2) and 4(6) of the Act and/or the
     rules promulgated thereunder, as not involving any, public offering, and
     the shares are not being registered under any State securities laws. The
     Undersigned is aware that the Company's reliance on such exemption is
     predicated in part on the Undersigned's representation and warranty that
     the Undersigned is acquiring such shares for investment for the
     Undersigned's account, with no present intention of dividing the
     Undersigned's participation with others or reselling or otherwise
     distributing the same, as well as on other representations and warranties
     made by the Undersigned which are included herein.


      initial: ( /s/ initial )
                -------------


<PAGE>

10.  The Undersigned understands that other. existing shareholders may have paid
     a price per share for the Company's stock substantially less than the price
     being paid by the Undersigned.


      initial: ( /s/ initial )
                -------------

11.  The Undersigned is not affiliated with a member of the National Association
     of Securities Dealers, Inc. (N.A.S.D.).

Yours truly,

/s/ Mark Erwin                               501 East Morehead Street. #3
-------------------------------------      -------------------------------------
Subscriber Signature                       Subscriber Address

Mark Erwin                                 Charlotte, NC  28202
-------------------------------------      -------------------------------------
Subscriber (print) Name                    Subscriber City, State, Zip

x   ###-##-####                            x   704 335-9579
-------------------------------------      -------------------------------------
Subscriber Social Security Number          Subscriber Phone Number

Accepted this 24th day of January, 2002.


/s/ Mark Johnson
-------------------------------------
By:  Mark Johnson -- President

<PAGE>