EXHIBIT 10.3



                      DIVERSIFIED PRODUCT INSPECTIONS, INC.
                              ____________________





      This offering consists of up to $300,000 of the Company's Convertible
             Debentures convertible into the Company's Common Stock.



                              ____________________



                             SUBSCRIPTION AGREEMENT



                               ___________________




<PAGE>

                             SUBSCRIPTION PROCEDURES


     Convertible  Debentures  of  Diversified  Product  Inspections,  Inc.  (the
"Company")  are being offered (the "Debentures"). This offering is being made in
accordance with the exemptions from registration provided for under Section 4(2)
of  the  Securities  Act  of  1933,  as amended (the "1933 Act") and Rule 506 of
Regulation  D  promulgated  under  the  1933  Act.

     In  order to purchase Debentures, each subscriber must complete and execute
a  questionnaire  (the  "Questionnaire")  and  a  subscription  agreement  (the
"Subscription Agreement"). In addition, the subscriber must make a payment to an
escrow account for the amount being purchased.  All subscriptions are subject to
acceptance  by the Company, which shall not occur until the Company has returned
the  signed  Company  Signature  Page.

          The  Questionnaire  is designed to enable the Purchaser to demonstrate
the  minimum  legal  requirements  under  federal  and  state securities laws to
purchase  the  Debentures.  The  Signature  Page  for  the Questionnaire and the
Subscription  Agreement contain representations relating to the subscription and
should  be  reviewed  carefully  by  each  subscriber.

     If  you  are  a  foreign  person or foreign entity, you may be subject to a
withholding  tax equal to 30% of any dividends paid by the Company.  In order to
eliminate  or  reduce  such  withholding tax you must submit a properly executed
I.R.S.  Form  4224  (Exemption  from  Withholding  of  Tax on Income Effectively
Connected  with  the  Conduct  of  a  Trade or Business in the United States) or
I.R.S.  Form  1001  (Ownership Exemption or Reduced Trade Certificate), claiming
exemption  from  withholding or eligibility for treaty benefits in the form of a
lower  rate  of  withholding  tax  on  interest  or  dividends.

     Payment  must  be  made  by  wire  transfer to Joseph B. LaRocco, Esq. (the
"Escrow  Agent")  per  the  wire  instructions that will be established.  In the
event  of  a  termination  of  the  offering or the rejection of a subscription,
subscription  funds  will  be  returned  by the Escrow Agent without interest or
charges.

<PAGE>



THE  SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD
IN  RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS.  THE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT
BE  TRANSFERRED  OR  RESOLD  EXCEPT  AS  PERMITTED  UNDER  SUCH LAWS PURSUANT TO
REGISTRATION  OR  AN EXEMPTION THEREFROM.  THE SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS  OF  THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS.
ANY  REPRESENTATION  TO  THE  CONTRARY  IS  UNLAWFUL.


                             SUBSCRIPTION AGREEMENT
                             ----------------------


To:     DIVERSIFIED  PRODUCT  INSPECTIONS,  INC.
        ----------------------------------------

     This  Subscription  Agreement  is  made  between  Diversified  Product
Inspections,  Inc.,  a Florida corporation, (the "Company"), and the undersigned
prospective  purchaser ("Purchaser") who is subscribing hereby for the Company's
convertible  debentures  (the  "Debentures").  This subscription is submitted to
you in accordance with and subject to the terms and conditions described in this
Subscription  Agreement,  together  with  any  Exhibits  thereto, relating to an
offering  (the  "Offering")  of  up  to  $300,000 of Debentures. The Offering is
limited  to  accredited  investors and is made in accordance with the exemptions
from  registration  provided for under Section 4(2) of the 1933 Act and Rule 506
of  Regulation  D  promulgated  under  the  1933  Act  ("Regulation  D").

1.     SUBSCRIPTION.
       ------------

     a     The  Purchaser  hereby  irrevocably  subscribes  for  and  agrees  to
purchase  $100,000  of  the  Company's Debentures upon the satisfaction of those
conditions  set  forth in Section 1(c)(i),(ii) and (iii), an additional $100,000
upon  satisfaction  of those conditions set forth in Section 1(c)(x),(y) and (z)
and  an  additional  $100,000 upon satisfaction of those conditions set forth in
Section  1(c)  (A)  and  (B). The Debentures shall pay a 6% cumulative interest,
payable in arrears at the time of each conversion, in cash or in common stock of
the  Company, $.01 par value ("Common Stock"), at the Company's option.  If paid
in  Common  Stock,  the  number  of  shares  of the Company's Common Stock to be
received  shall be determined pursuant to the conversion terms of the Debenture.
If  the  dividend  is  to  be  paid in cash, the Company shall make such payment
within  five (5) business days of the conversion date.  If the dividend is to be
paid  in Common Stock, said Common Stock shall be delivered to the Purchaser, or
per  Purchaser's  instructions,  within five (5) business days of the conversion
date.  The  Debentures  are  subject to automatic conversion at the end of three
(3)  years  from  the  date
<PAGE>
of  issuance  at  which  time  all  Debentures outstanding will be automatically
converted  based upon the terms set forth in the Debenture. The closing shall be
deemed  to  have occurred on the date funds, less escrow fees and attorney fees,
are  received  by  the  Company  (the  "Closing  Date").

     b     Upon  receipt  by  the  Company  of  the  requisite  payment  for the
Debentures being purchased, the Debentures so purchased will be forwarded by the
Escrow  Agent  to  the Purchaser or its broker, as listed on the signature page,
and  the  name  of  such  Purchaser will be registered on the Debenture transfer
books  of  the  Company as the record owner of such Debentures. The Escrow Agent
shall  not be liable for any action taken or omitted by him in good faith and in
no  event  shall the Escrow Agent be liable or responsible except for the Escrow
Agent's  own  gross negligence or willful misconduct.  The Escrow Agent has made
no representations or warranties in connection with this transaction and has not
been  involved  in the negotiation of the terms of this Agreement or any matters
relative  thereto.  The  Company  and Purchaser each agree to indemnify and hold
harmless the Escrow Agent from and with respect to any suits, claims, actions or
liabilities  arising in any way out of this transaction including the obligation
to  defend any legal action brought which in any way arises out of or is related
to  this  Agreement.

     c     Conditions Precedent.     The following shall be conditions precedent
to closing and release of funds from escrow:  The first $100,000 shall be funded
upon  (i)  the  signing  of all documentation by the Company and Purchaser for a
$3,000,000 equity credit line financing (ii) the signing of all documentation by
the  Company  and  Purchaser  for  the  $100,000  Debenture  financing and (iii)
delivery of original Debentures totaling $100,000 to the Escrow Agent.  A second
tranche of $100,000 shall be funded to the Company by the Purchaser upon (x) the
signing of all documentation by the Company and Purchaser for the second tranche
of  $100,000 Debenture financing, (y) the filing of a registration statement for
this  Offering and the equity credit line financing and (z) delivery of original
Debentures  totaling $100,000 to the Escrow Agent.  As further conditions to the
funding  of  the second tranche in the amount of $100,000 it will only be funded
if,  during  the 20 trading days prior to funding, (i) the closing bid price has
not  been less than $0.25, (ii) the daily average dollar trading volume (trading
volume  x  closing  bid price  by number of trading days) has not been less than
$20,000  and  (iii) the number of shares of Common Stock being registered is not
less  than  200%  of the number of shares required to effect a conversion of the
totaling  $300,000 Debentures, taking into account the number of Warrants issued
and accrued but unpaid interest and liquidated damages, if any.  A third tranche
of  $100,000  shall  be  funded  to  the  Company  upon  (A)  the signing of all
documentation  by  the  Company  and Purchaser for the third tranche of $100,000
debenture  financing  and  (B)  the  effectiveness of the registration statement
covering  all  Common  Stock  to  be  registered  in  this  Offering.

     d     The  Purchaser shall receive Warrants (in the form attached hereto as
Exhibit  F)  to  Purchase shares of the Company's Common Stock.  Upon funding of
the  first tranche, the Company will issue the Investor Warrants to purchase the
resulting  number  of shares of Common Stock, that equals the total amount being
funded  in all three tranches, divided by the share price (5-day average closing
bid  price prior to
<PAGE>
closing). The corresponding Warrants will be exercisable for four (4) years from
the  corresponding  closing  date  of  that tranche being funded, at 110% of the
5-day average closing bid price for the 5 trading days prior to the Closing Date
of  each  funding tranche and will carry a cashless provision only at the option
of  the Company. The Common Stock underlying the Warrants shall be registered in
this  Offering.

2.     REPRESENTATIONS  AND  WARRANTIES.
       --------------------------------
          The  Purchaser hereby represents and warrants to, and agrees with, the
Company  as  follows:

a.     The  Purchaser  has  been  furnished  with,  and  has  carefully read the
applicable  form  of  Registration  Rights Agreement annexed hereto as Exhibit B
(the  "Registration  Rights  Agreement"),  and  the  Debenture annexed hereto as
Exhibit  C  and is familiar with and understands the terms of the Offering. With
            ---
respect to tax and other economic considerations involved in his investment, the
Purchaser  is not relying on the Company. The Purchaser has carefully considered
and  has,  to  the  extent  the  Purchaser  believes  such discussion necessary,
discussed  with  the  Purchaser  's  professional  legal,  tax,  accounting  and
financial  advisors  the  suitability  of  an  investment  in  the  Company,  by
purchasing  the  Debentures,  for  the Purchaser 's particular tax and financial
situation  and has determined that the investment being made by the Purchaser is
a  suitable  investment  for  the  Purchaser.

b.     The  Purchaser  acknowledges  that  all  documents,  records,  and  books
pertaining  to  this investment which the Purchaser has requested have been made
available  for  inspection  or  the  Purchaser  has  had  access  thereto.

c.     The  Purchaser  has  had a reasonable opportunity to ask questions of and
receive  answers  from  a  person  or  persons  acting  on behalf of the Company
concerning  the  Offering  and if such opportunity was taken, all such questions
have  been  answered  to  the  full  satisfaction  of  the  Purchaser.

d.     The  Purchaser  will  not  sell  or  otherwise sell the Debentures or the
Common Stock issued upon conversion of the Debentures without registration under
the 1933 Act or applicable state securities laws or compliance with an exemption
therefrom.  The  Debentures have not been registered under the 1933 Act or under
the  securities  laws  of  any state. Resales of the Common Stock underlying the
Debentures  or issued in payment of accrued interest on the Debentures are to be
registered  by  the  Company  pursuant  to  the terms of the Registration Rights
Agreement  attached  hereto as Exhibit B and incorporated herein and made a part
hereof.  The  Purchaser  represents  that  the  Purchaser  is  purchasing  the
Debentures  for  the Purchaser's own account, for investment and not with a view
to resale or distribution except in compliance with the 1933 Act.  The Purchaser
has  not  offered  or sold any portion of the Debentures being acquired nor does
the  Purchaser have any present intention of dividing the Debentures with others
or  of  selling,  distributing  or  otherwise  disposing  of  any portion of the
Debentures  either  currently  or  after  the passage of a fixed or determinable
period  of  time  or  upon the occurrence or non-occurrence of any predetermined
event  or  circumstance in violation of
<PAGE>
the  1933  Act.  Except  as  provided  in the Registration Rights Agreement, the
Company has no obligation to register the Common Stock underlying Debentures and
the  Common  Stock  that  may  be  issued  in  lieu  of  cash  dividends.

e.     The  Purchaser  recognizes  that an investment in the Debentures involves
substantial  risks,  including  loss  of  the  entire amount of such investment.
Further,  the  Purchaser has carefully read and considered the schedule entitled
Pending  Litigation  matters  attached  hereto  as  Schedule  3(h).

f.     The  Purchaser  acknowledges  that  each  certificate  representing  the
Debentures  (and  the  shares  of  Common  Stock  issued  upon conversion of the
Debentures,  unless  registered)  or  in  payment of dividends on the Debentures
shall  be  stamped  or  otherwise  imprinted  with a legend substantially in the
following  form:

THE  SECURITIES  EVIDENCED  BY  THIS  CERTIFICATE  MAY  NOT  BE OFFERED OR SOLD,
TRANSFERRED,  PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF EXCEPT (i) PURSUANT
TO  AN  EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,  (ii)  TO THE EXTENT APPLICABLE, PURSUANT TO RULE 144 UNDER THE ACT (OR
ANY  SIMILAR  RULE UNDER SUCH ACT RELATING TO THE DISPOSITION OF SECURITIES), OR
(iii)  PURSUANT  TO  AN  AVAILABLE  EXEMPTION  FROM REGISTRATION UNDER SUCH ACT.

If  Purchaser sends a Notice of Conversion and indicates on said notice that the
conversion  is  for an immediate sale, then in such event the Company shall have
its  transfer  agent  send  Purchaser the appropriate number of shares of Common
Stock without restrictive legends and not subject to stop transfer instructions.

g.     The  Purchaser  acknowledges  and agrees that it shall not be entitled to
seek  any  remedies  with  respect to the Offering from any party other than the
Company.

h.     If  this  Subscription Agreement is executed and delivered on behalf of a
corporation:  (i)  such  corporation  has the full legal right and power and all
authority  and  approval  required  (a)  to  execute  and  deliver, or authorize
execution and delivery of, this Subscription Agreement and all other instruments
(including,  without limitation, the Registration Rights Agreement) executed and
delivered by or on behalf of such corporation in connection with the purchase of
the  Debentures  and  (b)  to  purchase  and  hold  the Debentures; and (ii) the
signature  of  the  party  signing on behalf of such corporation is binding upon
such  corporation.

     i.     The  Purchaser is not subscribing for the Debentures as a result of,
or  pursuant  to,  any  advertisement,  article,  notice  or other communication
published  in  any  newspaper,  magazine  or  similar  media  or  broadcast over
television  or  radio  or  presented  at  any  seminar  or  meeting.
<PAGE>
 j.     The  Purchaser  is  purchasing  the  Debentures  for its own account for
investment,  and  not  with  a  view  toward the resale or distribution thereof,
except pursuant to sales registered or exempted from registration under the 1933
Act;  provided,  however,  that  by making the representations herein, Purchaser
does  not  agree to hold any of the Debentures for any minimum or other specific
term  and  reserves  the  right  to  dispose  of  the  Debentures at any time in
accordance  with  or  pursuant to a registration statement or an exemption under
the  1933  Act.  Purchaser  is  neither  an underwriter of, nor a dealer in, the
Debentures  or  the  Common  Stock  issuable upon conversion thereof or upon the
payment  of  dividends  thereon  and is not participating in the distribution or
resale  of  the  Debentures  or  the  Common  Stock  issuable upon conversion or
exercise  thereof.

k.     The Purchaser or the Purchaser's representatives, as the case may be, has
such  knowledge  and  experience in financial, tax and business matters so as to
enable  the Purchaser to utilize the information made available to the Purchaser
in  connection  with  the  Offering  to  evaluate  the  merits  and  risks of an
investment  in  the  Debentures and to make an informed investment decision with
respect  thereto.

3.     REPRESENTATIONS  AND  WARRANTIES  OF  THE  COMPANY.
       --------------------------------------------------

     Except  as  set  forth  in  the  Schedules  attached  hereto,  the  Company
represents  and  warrants  to  the  Purchaser  that:

     a.     Organization  and Qualification.  The Company and its "SUBSIDIARIES"
            -------------------------------
(which for purposes of this Subscription Agreement means any entity in which the
Company,  directly  or  indirectly,  owns  capital  stock  or holds an equity or
similar  interest)  (a complete list of which is set forth in Schedule 3(a)) are
corporations duly organized and validly existing in good standing under the laws
of  the  respective jurisdictions of their incorporation, and have the requisite
corporate  power and authorization to own their properties and to carry on their
business  as  now  being  conducted. Each of the Company and its Subsidiaries is
duly  qualified  as a foreign corporation to do business and is in good standing
in  every  jurisdiction  in which its ownership of property or the nature of the
business  conducted  by  it  makes  such  qualification necessary, except to the
extent that the failure to be so qualified or be in good standing would not have
a  Material  Adverse  Effect.  As used in this Subscription Agreement, "MATERIAL
ADVERSE  EFFECT"  means any material adverse effect on the business, properties,
assets,  operations,  results of operations, financial condition or prospects of
the  Company  and  its  Subsidiaries,  if  any,  taken  as  a  whole,  or on the
transactions  contemplated  hereby  or  by  the agreements and instruments to be
entered  into  in  connection  herewith,  or  on the authority or ability of the
Company  to  perform its obligations under the Transaction Documents (as defined
in  Section  3(b)below).

     b.     Authorization;  Enforcement; Compliance with Other Instruments.  (i)
            --------------------------------------------------------------
The  Company  has  the requisite corporate power and authority to enter into and
perform  this  Subscription Agreement, the Registration Rights Agreement and the
Escrow  Agreement,  and each of the other agreements entered into by the parties
hereto  in  connection  with  the transactions contemplated by this Subscription
Agreement  (collectively,  the
<PAGE>
"TRANSACTION  DOCUMENTS"),  and  to  issue the Debentures in accordance with the
terms  hereof  and  thereof,  (ii) the execution and delivery of the Transaction
Documents  by  the  Company  and  the  consummation  by  it  of the transactions
contemplated  hereby  and  thereby, including without limitation the reservation
for  issuance  and  the issuance of the Debentures pursuant to this Subscription
Agreement,  have  been  duly  and  validly  authorized by the Company's Board of
Directors  and  no  further consent or authorization is required by the Company,
its  Board  of  Directors,  or its shareholders, (iii) the Transaction Documents
have  been  duly and validly executed and delivered by the Company, and (iv) the
Transaction  Documents  constitute  the  valid  and  binding  obligations of the
Company  enforceable  against the Company in accordance with their terms, except
as  such  enforceability  may  be  limited  by  general  principles of equity or
applicable  bankruptcy,  insolvency,  reorganization, moratorium, liquidation or
similar  laws relating to, or affecting generally, the enforcement of creditors'
rights  and  remedies.

     c.     Capitalization.  As of the date hereof, the authorized capital stock
            --------------
of the Company consists of (i) 50,000,000 shares of Common Stock, of which as of
the date hereof, approximately 16,227,252 shares are issued and outstanding, -0-
shares  of preferred stock are authorized of which -0- shares of preferred stock
are  issued  and  outstanding  and  approximately 272,500 (as of April 10, 2002)
shares  of  Common Stock are issuable upon the exercise of options, warrants and
conversion  rights.  All  of such outstanding shares have been, or upon issuance
will  be,  validly  issued  and  are  fully  paid  and nonassessable.  Except as
disclosed  in Schedule 3(c) which is attached hereto and made a part hereof, (i)
no shares of the Company's capital stock are subject to preemptive rights or any
other  similar  rights or any liens or encumbrances suffered or permitted by the
Company,  (ii)  there  are  no  outstanding  debt securities, (iii) there are no
outstanding  shares  of  capital  stock,  options,  warrants,  scrip,  rights to
subscribe  to,  calls or commitments of any character whatsoever relating to, or
securities  or  rights  convertible  into,  any  shares  of capital stock of the
Company or any of its Subsidiaries, or contracts, commitments, understandings or
arrangements  by  which  the Company or any of its Subsidiaries is or may become
bound  to  issue additional shares of capital stock of the Company or any of its
Subsidiaries  or  options,  warrants,  scrip,  rights  to subscribe to, calls or
commitments  of  any  character  whatsoever relating to, or securities or rights
convertible  into,  any  shares  of  capital  stock of the Company or any of its
Subsidiaries,  (iv)  there  are  no  agreements  or arrangements under which the
Company  or  any of its Subsidiaries is obligated to register the sale of any of
their  securities under the 1933 Act (except the Registration Rights Agreement),
(v)  there  are  no  outstanding  securities  of  the  Company  or  any  of  its
Subsidiaries  which  contain any redemption or similar provisions, and there are
no  contracts,  commitments, understandings or arrangements by which the Company
or  any  of  its Subsidiaries is or may become bound to redeem a security of the
Company  or any of its Subsidiaries, (vi) there are no securities or instruments
containing  anti-dilution  or  similar  provisions that will be triggered by the
issuance  of  the  Securities as described in this Subscription Agreement, (vii)
the Company does not have any stock appreciation rights or "phantom stock" plans
or agreements or any similar plan or agreement and (viii) there is no dispute as
to  the  class  of  any  shares  of the Company's capital stock. The Company has
furnished  to  the  Purchaser, or the Purchaser has had access through EDGAR to,
true and correct copies of the Company's Articles of
<PAGE>
Incorporation,  as  in  effect  on  the  date  hereof  (the  "ARTICLES  OF
INCORPORATION"), and the Company's By-laws, as in effect on the date hereof (the
"BY-LAWS '), and the terms of all securities convertible into or exercisable for
Common  Stock and the material rights of the holders thereof in respect thereto.

     d.     Issuance  of  Debentures.     A  sufficient  number  of  Debentures
            ------------------------
issuable  pursuant  to  this Subscription Agreement, but not more than 19.99% of
the  shares  of  Common  Stock outstanding as of the date hereof (if the Company
becomes  listed  on  Nasdaq  or  the  American  Stock  Exchange),  has been duly
authorized  and  reserved  for issuance pursuant to this Subscription Agreement.
Upon  issuance  in  accordance  with this Subscription Agreement, the Debentures
will  be  validly  issued, fully paid and nonassessable and free from all taxes,
liens  and  charges  with respect to the issue thereof. In the event the Company
cannot  register  a  sufficient  number  of  shares  of Common Stock, due to the
remaining  number  of  authorized shares of Common Stock being insufficient, the
Company  will  use  its best efforts to register the maximum number of shares it
can  based  on  the remaining balance of authorized shares and will use its best
efforts  to  increase  the number of its authorized shares as soon as reasonably
practicable.

     e.     No  Conflicts.  The  execution,  delivery  and  performance  of  the
            -------------
Transaction  Documents by the Company and the consummation by the Company of the
transactions  contemplated hereby and thereby will not (i) result in a violation
of  the  Articles of Incorporation, any Certificate of Designations, Preferences
and  Rights  of  any outstanding series of preferred stock of the Company or the
By-laws  or  (ii)  conflict  with, or constitute a material default (or an event
which  with  notice  or  lapse  of time or both would become a material default)
under,  or  give to others any rights of termination, amendment, acceleration or
cancellation  of,  any  material  agreement,  contract,  indenture  mortgage,
indebtedness  or instrument to which the Company or any of its Subsidiaries is a
party, or result in a violation of any law, rule, regulation, order, judgment or
decree,  including  United  States  federal  and  state  securities  laws  and
regulations  and  the rules and regulations of the principal securities exchange
or  trading market on which the Common Stock is traded or listed (the "Principal
Market"),  applicable  to the Company or any of its Subsidiaries or by which any
property  or  asset  of  the  Company  or  any  of  its Subsidiaries is bound or
affected.  Except  as  disclosed  in  Schedule 3(e), neither the Company nor its
Subsidiaries  is  in violation of any term of, or in default under, the Articles
of Incorporation, any Certificate of Designations, Preferences and Rights of any
outstanding  series  of  preferred  stock of the Company or the By-laws or their
organizational  charter  or  by-laws,  respectively, or any contract, agreement,
mortgage,  indebtedness, indenture, instrument, judgment, decree or order or any
statute,  rule  or  regulation  applicable  to  the Company or its Subsidiaries,
except  for  possible  conflicts,  defaults,  terminations,  amendments,
accelerations,  cancellations  and  violations that would not individually or in
the  aggregate  have  a Material Adverse Effect. The business of the Company and
its  Subsidiaries  is  not  being  conducted,  and  shall  not  be conducted, in
violation  of  any  law,  statute,  ordinance,  rule, order or regulation of any
governmental  authority  or  agency,  regulatory  or  self-regulatory agency, or
court,  except  for  possible  violations  the  sanctions  for  which  either
individually  or  in  the  aggregate  would  not have a Material Adverse Effect.
Except  as  specifically  contemplated  by  this  Subscription  Agreement and as
<PAGE>
required  under the 1933 Act, the Company is not required to obtain any consent,
authorization,  permit  or  order of, or make any filing or registration (except
the filing of a registration statement)  with, any court, governmental authority
or  agency,  regulatory  or self-regulatory agency or other third party in order
for  it  to  execute,  deliver  or  perform  any  of  its  obligations under, or
contemplated  by,  the Transaction Documents in accordance with the terms hereof
or  thereof.  All  consents,  authorizations,  permits,  orders,  filings  and
registrations  which the Company is required to obtain pursuant to the preceding
sentence  have  been obtained or effected on or prior to the date hereof and are
in  full force and effect as of the date hereof. Except as disclosed in Schedule
3(e), the Company and its Subsidiaries are unaware of any facts or circumstances
which  might give rise to any of the foregoing. The Company is not, and will not
be,  in  violation  of  the  listing  requirements of the Principal Market as in
effect  on  the date hereof and on each of the Closing Dates and is not aware of
any  facts  which  would reasonably lead to delisting of the Common Stock by the
Principal  Market  in  the  foreseeable  future.

     f.     SEC  Documents;  Financial  Statements.  Since  January 1, 2001, the
            --------------------------------------
Company  has filed all reports, schedules, forms, statements and other documents
required  to  be filed by it with the Securities and Exchange Commission ("SEC")
pursuant  to  the  reporting requirements of the  Securities and Exchange Act of
1934  ("1934  Act") (all of the foregoing filed prior to the date hereof and all
exhibits  included  therein  and  financial statements and schedules thereto and
documents incorporated by reference therein being hereinafter referred to as the
"SEC  DOCUMENTS").  The  Company  has  delivered  to  the  Purchaser  or  its
representatives,  or  they  have  had access through EDGAR, to true and complete
copies  of  the  SEC  Documents. As of their respective dates, the SEC Documents
complied  in all material respects with the requirements of the 1934 Act and the
rules  and  regulations  of the SEC promulgated thereunder applicable to the SEC
Documents,  and  none of the SEC Documents, at the time they were filed with the
SEC,  contained  any  untrue  statement of a material fact or omitted to state a
material  fact required to be stated therein or necessary to make the statements
therein,  in  light  of  the  circumstances  under  which  they  were  made, not
misleading.  As  of  their  respective  dates,  the  financial statements of the
Company  included  in  the  SEC  Documents  complied  as to form in all material
respects  with  applicable  accounting  requirements and the published rules and
regulations of the SEC with respect thereto. Such financial statements have been
prepared  in  accordance  with  generally  accepted  accounting  principles,
consistently  applied,  during  the  periods  involved  (except  (i)  as  may be
otherwise  indicated  in such financial statements or the notes thereto, or (ii)
in  the  case  of  unaudited  interim statements, to the extent they may exclude
footnotes  or  may be condensed or summary statements) and fairly present in all
material  respects the financial position of the Company as of the dates thereof
and  the  results  of  its  operations and cash flows for the periods then ended
(subject,  in  the  case  of  unaudited  statements,  to  normal  year-end audit
adjustments).  No  other  written  information  provided  by or on behalf of the
Company  to the Purchaser which is not included in the SEC Documents, including,
without limitation, information referred to in Section 3(d) of this Subscription
Agreement,  contains  any  untrue statement of a material fact or omits to state
any  material fact necessary to make the statements therein, in the light of the
circumstance  under  which  they  are  or were made, not misleading. Neither the
Company  nor  any  of  its  Subsidiaries  or  any  of their officers,
<PAGE>
directors,  employees  or  agents have provided the Purchaser with any material,
nonpublic  information which was not publicly disclosed prior to the date hereof
and any material, nonpublic information provided to the Purchaser by the Company
or  its  Subsidiaries  or  any of their officers, directors, employees or agents
prior  to  any  Closing Date shall be publicly disclosed by the Company prior to
such  Closing  Date.

     g.     Absence of Certain Changes.  Except as disclosed in Schedule 3(g) or
            --------------------------
the  SEC  Documents filed at least five (5) days prior to the date hereof, since
March  30,  2002,  there  has  been  no  change  or development in the business,
properties,  assets,  operations,  financial condition, results of operations or
prospects  of  the Company or its Subsidiaries which has had or reasonably could
have  a  Material  Adverse Effect. The Company has not taken any steps, and does
not  currently  expect  to  take  any  steps, to seek protection pursuant to any
bankruptcy  law  nor  does the Company or its Subsidiaries have any knowledge or
reason  to  believe that its creditors intend to initiate involuntary bankruptcy
proceedings.

     h.     Absence  of Litigation.  Except as set forth in Schedule 3(h), there
            ----------------------
is no action, suit, proceeding, inquiry or investigation before or by any court,
public  board,  government  agency, self-regulatory organization or body pending
or,  to  the  knowledge  of  the  executive  officers  of  Company or any of its
Subsidiaries,  threatened  against or affecting the Company, the Common Stock or
any  of  the  Company's  Subsidiaries  or  any of the Company's or the Company's
Subsidiaries'  officers  or  directors  in their capacities as such, in which an
adverse  decision  could  have  a  Material  Adverse  Effect.

     i.     Acknowledgment  Regarding  the  Purchase of Debentures.  The Company
            ------------------------------------------------------
acknowledges  and  agrees that the Purchaser is acting solely in the capacity of
arm's  length  investor  with  respect  to  the  Transaction  Documents  and the
transactions  contemplated  hereby and thereby. The Company further acknowledges
that  the  Purchaser  is  not  acting as a financial advisor or fiduciary of the
Company  (or  in any similar capacity) with respect to the Transaction Documents
and the transactions contemplated hereby and thereby and any advice given by the
Purchaser  or any of its respective representatives or agents in connection with
the  Transaction  Documents and the transactions contemplated hereby and thereby
is  merely incidental to the Purchaser's purchase of the Debentures. The Company
further  represents  to  the Purchaser that the Company's decision to enter into
the Transaction Documents has been based solely on the independent evaluation by
the  Company  and  its  representatives.

     j.     No  Undisclosed  Events, Liabilities, Developments or Circumstances.
            -------------------------------------------------------------------
No  event,  liability, development or circumstance has occurred or exists, or to
its  knowledge  is  contemplated  to  occur,  with respect to the Company or its
Subsidiaries  or  their  respective  business,  properties,  assets,  prospects,
operations or financial condition, that would be required to be disclosed by the
Company  under applicable securities laws on a registration statement filed with
the  SEC relating to an issuance and sale by the Company of its Common Stock and
which  has  not  been  publicly  announced.
<PAGE>
     k.     Employee Relations.  Neither the Company nor any of its Subsidiaries
            ------------------
is  involved  in any union labor dispute nor, to the knowledge of the Company or
any of its Subsidiaries, is any such dispute threatened. Neither the Company nor
any of its Subsidiaries is a party to a collective bargaining agreement, and the
Company  and  its  Subsidiaries  believe that relations with their employees are
good.  No  executive  officer  (as  defined  in Rule 501(f) of the 1933 Act) has
notified  the Company that such officer intends to leave the Company's employ or
otherwise  terminate  such  officer's  employment  with  the  Company.

     l.     Intellectual  Property Rights.  The Company and its Subsidiaries own
            -----------------------------
or  possess  adequate  rights  or  licenses  to use all trademarks, trade names,
service  marks,  service  mark  registrations,  service  names,  patents, patent
rights,  copyrights,  inventions,  licenses,  approvals,  governmental
authorizations,  trade  secrets and rights necessary to conduct their respective
businesses  as  now conducted. Except as set forth on Schedule 3(l), none of the
Company's  trademarks,  trade  names, service marks, service mark registrations,
service  names,  patents,  patent  rights,  copyrights,  inventions,  licenses,
approvals,  government  authorizations,  trade  secrets  or  other  intellectual
property  rights  necessary  to conduct its business as now or as proposed to be
conducted  have  expired  or  terminated, or are expected to expire or terminate
within  two  years from the date of this Subscription Agreement. The Company and
its Subsidiaries do not have any knowledge of any infringement by the Company or
its  Subsidiaries  of  trademark,  trade  name  rights,  patents, patent rights,
copyrights,  inventions,  licenses,  service  names, service marks, service mark
registrations,  trade  secret  or other similar rights of others, or of any such
development  of  similar  or identical trade secrets or technical information by
others  and,  except as set forth on Schedule 3(l), there is no claim, action or
proceeding  being  made or brought against, or to the Company's knowledge, being
threatened  against,  the Company or its Subsidiaries regarding trademark, trade
name,  patents,  patent  rights,  invention,  copyright, license, service names,
service  marks,  service mark registrations, trade secret or other infringement;
and  the  Company and its Subsidiaries are unaware of any facts or circumstances
which  might give rise to any of the foregoing. The Company and its Subsidiaries
have  taken reasonable security measures to protect the secrecy, confidentiality
and  value  of  all  of  their  intellectual  properties.

     m.     Environmental  Laws.  The  Company  and  its Subsidiaries (i) are in
            -------------------
compliance  with  any  and all applicable foreign, federal, state and local laws
and  regulations  relating  to  the  protection  of human health and safety, the
environment  or  hazardous  or  toxic  substances  or  wastes,  pollutants  or
contaminants ("ENVIRONMENTAL LAWS"), (ii) have received all permits, licenses or
other  approvals required of them under applicable Environmental Laws to conduct
their  respective  businesses  and  (iii)  are  in compliance with all terms and
conditions  of  any such permit, license or approval where, in each of the three
foregoing  cases,  the  failure  to so comply would have, individually or in the
aggregate,  a  Material  Adverse  Effect.

     n.     Title.  The  Company  and  its Subsidiaries have good and marketable
            -----
title  in  fee  simple to all real property and good and marketable title to all
personal property owned by them which is material to the business of the Company
and its Subsidiaries, in
<PAGE>
each  case  free and clear of all liens, encumbrances and defects except such as
are  described in Schedule 3(n) or such as do not materially affect the value of
such  property and do not interfere with the use made and proposed to be made of
such  property  by the Company or any of its Subsidiaries. Any real property and
facilities  held  under lease by the Company or any of its Subsidiaries are held
by  them  under valid, subsisting and enforceable leases with such exceptions as
are  not material and do not interfere with the use made and proposed to be made
of  such  property  and  buildings  by  the  Company  and  its  Subsidiaries.

     o.     Insurance.  The  Company and each of its Subsidiaries are insured by
            ---------
insurers  of  recognized  financial responsibility against such losses and risks
and  in  such  amounts  as  management of the Company believes to be prudent and
customary  in  the  businesses  in  which  the  Company and its Subsidiaries are
engaged.  Neither  the  Company  nor  any  such  Subsidiary has been refused any
insurance  coverage  sought  or applied for and neither the Company nor any such
Subsidiary  has  any  reason  to  believe  that it will not be able to renew its
existing  insurance  coverage  as  and  when  such coverage expires or to obtain
similar  coverage  from  similar  insurers  as  may be necessary to continue its
business  at  a  cost  that  would  not  have  a  Material  Adverse  Effect.

     p.     Regulatory  Permits.  The  Company and its Subsidiaries have in full
            -------------------
force  and  effect  all certificates, approvals, authorizations and permits from
the  appropriate  federal,  state,  local  or foreign regulatory authorities and
comparable foreign regulatory agencies, necessary to own, lease or operate their
respective  properties  and  assets and conduct their respective businesses, and
neither  the  Company  nor  any  such  Subsidiary  has  received  any  notice of
proceedings  relating to the revocation or modification of any such certificate,
approval,  authorization  or  permit,  except  for such certificates, approvals,
authorizations  or  permits  which  if  not  obtained,  or  such  revocations or
modifications  which,  would  not  have  a  Material  Adverse  Effect.

     q.     Internal  Accounting  Controls.  The  Company  and  each  of  its
            ------------------------------
Subsidiaries  maintain  a  system  of internal accounting controls sufficient to
provide  reasonable  assurance  that (i) transactions are executed in accordance
with  management's  general  or  specific  authorizations, (ii) transactions are
recorded  as  necessary  to  permit  preparation  of  financial  statements  in
conformity  with  generally accepted accounting principles and to maintain asset
accountability,  (iii)  access  to  assets  is permitted only in accordance with
management's  general  or  specific  authorization  and  (iv)  the  recorded
accountability  for  assets  is  compared with the existing assets at reasonable
intervals  and  appropriate  action  is  taken  with respect to any differences.

     r.     No  Materially  Adverse Contracts, Etc.  Neither the Company nor any
            --------------------------------------
of  its  Subsidiaries  is  subject  to  any  charter,  corporate  or other legal
restriction,  or  any  judgment,  decree, order, rule or regulation which in the
judgment  of  the  Company's officers has or is expected in the future to have a
Material  Adverse  Effect.  Neither the Company nor any of its Subsidiaries is a
party  to  any  contract  or  agreement  which  in the judgment of the Company's
officers  has  or  is  expected  to  have  a  Material  Adverse  Effect.
<PAGE>
     s.     Tax  Status.  The  Company  and each of its Subsidiaries has made or
            -----------
filed  all  United  States  federal  and state income and all other tax returns,
reports  and  declarations  required  by any jurisdiction to which it is subject
(unless and only to the extent that the Company and each of its Subsidiaries has
set  aside  on  its  books provisions reasonably adequate for the payment of all
unpaid  and  unreported  taxes)  and  has  paid all taxes and other governmental
assessments  and  charges that are material in amount, shown or determined to be
due  on  such returns, reports and declarations, except those being contested in
good  faith and has set aside on its books provision reasonably adequate for the
payment  of  all  taxes  for  periods  subsequent  to  the periods to which such
returns,  reports  or  declarations  apply.  There  are  no  unpaid taxes in any
material  amount  claimed to be due by the taxing authority of any jurisdiction,
and  the  officers  of  the  Company  know  of  no  basis  for  any  such claim.

     t.     Certain  Transactions.  Except  as set forth on Schedule 3(t) and in
            ---------------------
the  SEC  Documents  filed at least ten days prior to the date hereof and except
for  arm's  length  transactions pursuant to which the Company makes payments in
the  ordinary  course  of business upon terms no less favorable than the Company
could  obtain  from  third  parties  and  other  than the grant of stock options
disclosed on Schedule 3(c), none of the officers, directors, or employees of the
Company  is  presently a party to any transaction with the Company or any of its
Subsidiaries  (other  than  for  services as employees, officers and directors),
including  any  contract,  agreement  or  other  arrangement  providing  for the
furnishing  of  services  to  or  by,  providing  for rental of real or personal
property  to  or  from,  or otherwise requiring payments to or from any officer,
director  or such employee or, to the knowledge of the Company, any corporation,
partnership,  trust  or other entity in which any officer, director, or any such
employee  has  a  substantial  interest  or  is an officer, director, trustee or
partner.

     u.     Dilutive  Effect.  The Company understands and acknowledges that the
            ----------------
number  of  shares  of  Common  Stock  issuable  upon purchases pursuant to this
Subscription Agreement will increase in certain circumstances including, but not
necessarily limited to, the circumstance wherein the trading price of the Common
Stock  declines  following  the  effective  date  of  the registration statement
covering the Common Stock underlying the Debentures (the "Effective Date").  The
Company's executive officers and directors have studied and fully understand the
nature  of  the  transactions  contemplated  by  this Subscription Agreement and
recognize that they have a potential dilutive effect.  The board of directors of
the  Company  has  concluded,  in  its  good  faith business judgment, that such
issuance  is  in  the  best  interests of the Company.  The Company specifically
acknowledges that, subject to such limitations as are expressly set forth in the
Transaction  Documents,  its  obligation  to  issue  shares of Common Stock upon
purchases  pursuant to this Subscription Agreement is absolute and unconditional
regardless  of  the dilutive effect that such issuance may have on the ownership
interests  of  other  shareholders  of  the  Company.

     v.   Right  of  First Refusal. During the two (2) year period following the
          ------------------------
first  funding  tranche  of  $100,000,  the  Company  shall  not,  directly  or
indirectly,  without  the  prior  written  consent  of  the  Purchasers  in this
Offering, offer, sell, grant any option to
<PAGE>
purchase,  or  otherwise  dispose  of (or announce any offer, sale, grant or any
option  to  purchase or other disposition) any of its Common Stock or securities
convertible  into  Common Stock at a price that is less than the market price of
the  Common  Stock  at  the  time  of issuance of such security or investment (a
"SUBSEQUENT  FINANCING")  for  a  period  of  one year after the Effective Date,
except (i) the granting of options or warrants to employees, officers, directors
and  consultants,  and  the issuance of shares upon exercise of options granted,
under  any  stock  option  plan  heretofore  or  hereinafter duly adopted by the
Company,  (ii) shares issued upon exercise of any currently outstanding warrants
or  options  and  upon  conversion  of  any  currently  outstanding  convertible
debenture  or  convertible  preferred  stock, in each case disclosed pursuant to
Section  3(c),  (iii) securities issued in connection with the capitalization or
creation  of a joint venture with a strategic partner, (iv) shares issued to pay
part  or all of the purchase price for the acquisition by the Company of another
entity (which, for purposes of this clause (iv), shall not include an individual
or  group  of individuals), and (v) shares issued in a bona fide public offering
by the Company of its securities, and (vi) shares that may be issued as a result
of  any  outstanding  rights  offering  between  the  Company  and  its  current
stockholders,  unless  (A)  the  Company  delivers  to  Purchaser  a
                                  ------
written  notice  (the  "SUBSEQUENT FINANCING NOTICE") of its intention to effect
such  Subsequent  Financing, which Subsequent Financing Notice shall describe in
reasonable detail the proposed terms of such Subsequent Financing, the amount of
proceeds  intended to be raised thereunder, the person with whom such Subsequent
Financing  shall  be  effected,  and  attached to which shall be a term sheet or
similar  document relating thereto and (B) Purchaser shall not have notified the
Company  by  5:00 p.m. (New York time) on the fifth (5th) business day after its
receipt  of  the  Subsequent  Financing  Notice  of  its willingness to provide,
subject  to  completion  of  mutually acceptable documentation, financing to the
Company on substantially the terms set forth in the Subsequent Financing Notice.
The Purchaser shall also have the option of switching the terms of this Offering
to  the  terms of any new financing during this period.  If Purchaser shall fail
to  notify  the  Company of its intention to enter into such negotiations within
such  time  period,  then  the  Company  may  effect  the  Subsequent  Financing
substantially  upon  the  terms  set  forth  in the Subsequent Financing Notice;
PROVIDED  THAT  the  Company  shall  provide  Purchaser with a second Subsequent
Financing  Notice, and Purchaser shall again have the right of first refusal set
forth  above in this Section, if the Subsequent Financing subject to the initial
Subsequent  Financing  Notice  shall not have been consummated for any reason on
the  terms  set  forth  in  such  Subsequent Financing Notice within thirty (30)
business  days  after  the date of the initial Subsequent Financing Notice.  The
rights  granted to Purchaser  in this Section are not subject to any prior right
of first refusal given to any other person except as disclosed on Schedule 3(c).

     w.     Other  Financing.  For  a  period of 180 days from the CLOSING DATE,
            ----------------
the  Company  may  not  enter  into any discounted stock or floating convertible
transaction  requiring  a registration without written approval of the Investor,
other  than  Common  Stock  to  be  issued in an underwritten public offering or
pursuant  to  the  agreed  upon  equity  line  of  credit.
<PAGE>
     x.     Secured  Debenture.  The  Company represents and warrants that it is
            ------------------
aware of the security agreement being entered into between John Van Zyll, Marvin
Stacy and Ann Furlong, as a pledgors of 4,000,000 shares of the Company's common
stock  and  the  Purchaser,  ____________  as  the  secured  party.  The Company
understands  that  the  Purchaser  is  relying on the security agreement and the
stock  being  pledged  in  the  event  the  Company defaults in the terms of the
Subscription  Agreement,  Registration  Rights  Agreement  or  Debentures  being
entered  into  between  the  Company  and  Purchaser.  Furthermore,  the Company
understands  that  were  it not for this accommodation pledge being made by John
Van  Zyll,  Marvin Stacy and Ann Furlong, the Purchaser would not be subscribing
for  the Debentures.  Therefore, the Company represents and warrants that in the
event  it  defaults  by  failing to (i) have the registration statement covering
this  Offering filed within ninety (90) calendar days of the Closing Date of the
first  tranche  of  $100,000  or (ii) have declared effective within one hundred
eighty (180) calendar days of the Closing Date of the first tranche of $100,000,
or  (iii)  respond  within thirty (30) calendar days of receipt of comments from
the  SEC,  that it will cooperate with the Purchaser and do everything necessary
to  have  the  legend  removed  from the pledged shares to facilitate their sale
pursuant  to  the  terms of the security agreement.  The Company also represents
and  acknowledges  that  the Debenture is a full recourse loan being made by the
Company  and  that in the event the 4,000,000 shares are not sufficient to cover
130%  of  principal plus liquidated damages that the Company shall be completely
liable  and  responsible  to  pay  any  deficiency  to  the  Purchaser including
liquidated  damages  as stated in this Subscription Agreement or the Debentures,
and  reasonable  attorney's  fees  and  costs.

4.     COVENANTS  OF  THE  COMPANY
       ---------------------------

     a.     Best  Efforts.  The  Company  shall  use  its best efforts timely to
            -------------
satisfy  each  of  the  conditions  to  be  satisfied  by it as provided in this
Subscription  Agreement.

     b.     Blue Sky.  The Company shall, at its sole cost and expense take such
            --------
action  as  the  Company  shall reasonably determine is necessary to qualify the
Common  Stock  underlying  the shares for, or obtain exemption for the same for,
sale  to  the  Purchaser  under applicable securities or "Blue Sky" laws of such
states  of  the  United States, as specified by Purchaser. The Company shall, at
its  sole  cost  and expense, make all filings and reports relating to the offer
and  sale  of  the  Common Stock underlying the Debentures as required under the
applicable  securities or "Blue Sky" laws of such states of the United States as
specified  by  the  Purchaser.

     c.     Reporting  Status.  Until  the  earlier  of  (i)  the  date that the
            -----------------
Purchaser  may  sell  all  of  the  Common  Stock underlying the shares acquired
pursuant  to  this  Subscription  Agreement without restriction pursuant to Rule
144(k)  promulgated  under the 1933 Act (or successor thereto), or (ii) the date
on  which  the  Purchaser  shall  have  sold all the Common Stock underlying the
Debentures, the Company shall file all reports required to be filed with the SEC
pursuant  to  the  1934 Act, and the Company shall not terminate its status as a
reporting  company  under  the  1934  Act.
<PAGE>
     d.     Use of Proceeds.  The Company will use the proceeds from the sale of
            ---------------
the  Debentures  (excluding amounts paid by the Company for fees as set forth in
the  Transaction  Documents) for general corporate and working capital purposes.
The  Company  may  pay John Van Zyll, Marvin Stacy and Ann Furlong, up to $7,500
each  in  back  wages  out of the second and third funding tranches of $100,000.

     e.     Financial  Information.  The Company agrees to make available to the
            ----------------------
Purchaser via EDGAR or other electronic means the following: (i) within five (5)
business  days  after  the  filing  thereof  with  the SEC, a copy of its Annual
Reports  on  Form  10-KSB,  its  Quarterly  Reports  on Form 10-QSB, any Current
Reports on Form 8-K and any Registration Statements or amendments filed pursuant
to  the  1933 Act; (ii) on the same day as the release thereof, facsimile copies
of  all  press  releases issued by the Company or any of its Subsidiaries, (iii)
copies  of  any  notices  and  other  information made available or given to the
shareholders  of  the  Company  generally,  contemporaneously  with  the  making
available or giving thereof to the shareholders and (iv) within two (2) calendar
days  of filing or delivery thereof, copies of all documents filed with, and all
correspondence sent to, the Principal Market, any securities exchange or market,
or  the  National  Association  of  Securities  Dealers,  Inc.

     f.     Reservation of Common Stock.  Subject to the following sentence, the
            ---------------------------
Company  shall  take  all  action necessary to at all times have authorized, and
reserved  for  the  purpose of issuance, a sufficient number of shares of Common
Stock to provide for the issuance of the Common Stock underlying the Debentures.
In  the  event  that  the  Company determines that it does not have a sufficient
number  of  authorized  shares of Common Stock to reserve and keep available for
issuance,  the  Company  shall  use  its  best efforts to increase the number of
authorized  shares  of  Common  Stock  by  seeking  shareholder approval for the
authorization  of  such  additional  shares.

     g.     Listing.  The  Company  shall  promptly secure the listing of all of
            -------
the  Common  Stock  underlying the Debentures upon the Principal Market and each
other  national securities exchange and automated quotation system, if any, upon
which  shares  of  Common  Stock  are then listed (subject to official notice of
issuance)  and  shall  maintain,  such  listing.  The Company shall maintain the
Common  Stock's  authorization for quotation on the Principal Market, unless the
Purchaser  and  the  Company agree otherwise. Neither the Company nor any of its
Subsidiaries  shall take any action which would be reasonably expected to result
in  the  delisting  or  suspension  of  the Common Stock on the Principal Market
(excluding  suspensions of not more than one trading day resulting from business
announcements  by  the  Company).  The  Company  shall  promptly  provide to the
Purchaser  copies of any notices it receives from the Principal Market regarding
the  continued  eligibility  of  the  Common Stock for listing on such automated
quotation  system  or  securities  exchange.  The Company shall pay all fees and
expenses  in  connection  with  satisfying  its  obligations under this Section.

     h.     Transactions  With  Affiliates.  The  Company  shall  not, and shall
            ------------------------------
cause  each of its Subsidiaries not to, enter into, amend, modify or supplement,
or  permit  any  Subsidiary  to  enter  into,  amend,  modify or supplement, any
agreement,  transaction,
<PAGE>
commitment  or  arrangement  with  any  of  its  or  any  Subsidiary's officers,
directors,  persons  who  were  officers  or  directors  at  any time during the
previous  two  years, shareholders who beneficially own 5% or more of the Common
Stock,  or  affiliates  or  with  any  individual  related by blood, marriage or
adoption  to  any such individual or with any entity in which any such entity or
individual  owns  a  5%  or  more  beneficial interest (each a "RELATED PARTY"),
except  for  (i)  customary  employment  arrangements  and  benefit  programs on
reasonable  terms, (ii) any agreement, transaction, commitment or arrangement on
an arms-length basis on terms no less favorable than terms which would have been
obtainable  from a person other than such Related Party, or (iii) any agreement,
transaction,  commitment  or  arrangement which is approved by a majority of the
disinterested directors of the Company. For purposes hereof, any director who is
also  an  officer of the Company or any Subsidiary of the Company shall not be a
disinterested  director  with  respect  to  any  such  agreement,  transaction,
commitment  or  arrangement. "AFFILIATE" for purposes hereof means, with respect
to  any person or entity, another person or entity that, directly or indirectly,
(i)  has  a  5% or more equity interest in that person or entity, (ii) has 5% or
more  common ownership with that person or entity, (iii) Controls that person or
entity,  or  (iv) shares common control with that person or entity. "CONTROL" or
"CONTROLS"  for  purposes  hereof  means  that a person or entity has the power,
direct  or  indirect,  to  conduct  or  govern the policies of another person or
entity.

     i.     Intentionally  deleted.
            -----------------------

     j.     Corporate  Existence.  The  Company  shall  use  its best efforts to
            --------------------
preserve  and  continue  the  corporate  existence  of  the  Company.

     k.     Notice  of Certain Events Affecting Registration.  The Company shall
            ------------------------------------------------
promptly  notify Purchaser upon the occurrence of any of the following events in
respect  of  a  registration statement or related prospectus covering the Common
Stock  underlying  the  Debentures:  (i)  receipt  of any request for additional
information  by  the  SEC  or  any other federal or state governmental authority
during  the period of effectiveness of the registration statement for amendments
or  supplements  to  the  registration statement or related prospectus; (ii) the
issuance  by the SEC or any other federal or state governmental authority of any
stop  order  suspending  the  effectiveness of any registration statement or the
initiation  of  any  proceedings  for  that  purpose;  (iii)  receipt  of  any
notification  with  respect  to the suspension of the qualification or exemption
from qualification of any of the Common Stock underlying the Debentures for sale
in  any jurisdiction or the initiation or threatening of any proceeding for such
purpose;  (iv)  the happening of any event that makes any statement made in such
registration  statement  or  related  prospectus or any document incorporated or
deemed to be incorporated therein by reference untrue in any material respect or
that  requires  the making of any changes in the registration statement, related
prospectus  or  documents  so  that, in the case of a registration statement, it
will  not  contain  any untrue statement of a material fact or omit to state any
material  fact required to be stated therein or necessary to make the statements
therein  not misleading, and that in the case of the related prospectus, it will
not  contain  any  untrue  statement  of  a  material  fact or omit to state any
material  fact required to be stated therein or necessary to make the statements
therein,  in  the  light  of  the  circumstances under which they were made, not
<PAGE>
misleading; and (v) the Company's reasonable determination that a post-effective
amendment  to  the  registration statement would be appropriate, and the Company
shall  promptly  make available to Purchaser any such supplement or amendment to
the  related  prospectus.

     l.  Indemnification.  In  consideration  of  the  Purchaser's execution and
         ----------------
delivery  of  the  this  Agreement  and  the  Registration  Rights Agreement and
acquiring the Debentures hereunder and in addition to all of the Company's other
obligations  under the Transaction Documents, the Company shall defend, protect,
indemnify  and  hold  harmless  the  Purchaser  and  all  of their shareholders,
officers,  directors,  employees and direct or indirect investors and any of the
foregoing  person's  agents  or  other  representatives  (including,  without
limitation,  those  retained in connection with the transactions contemplated by
this  Agreement)  (collectively, the "Indemnitees") from and against any and all
actions,  causes  of  action,  suits,  claims,  losses,  costs, penalties, fees,
liabilities  and  damages, and expenses in connection therewith (irrespective of
whether  any  such Indemnitee is a party to the action for which indemnification
hereunder is sought), and including reasonable attorneys' fees and disbursements
(the  "Indemnified  Liabilities"), incurred by any Indemnitee as a result of, or
arising  out  of,  or  relating  to  (i)  any misrepresentation or breach of any
representation  or  warranty made by the Company in the Transaction Documents or
any  other  certificate,  instrument or document contemplated hereby or thereby,
(ii)  any  breach  of  any  covenant,  agreement  or  obligation  of the Company
contained  in  the Transaction Documents or any other certificate, instrument or
document  contemplated  hereby  or  thereby,  (iii) any cause of action, suit or
claim  brought  or made against such Indemnitee by a third party and arising out
of  or resulting from the execution, delivery, performance or enforcement of the
Transaction  Documents  or  any  other  certificate,  instrument  or  document
contemplated  hereby or thereby, (iv) any transaction financed or to be financed
in  whole  or in part, directly or indirectly, with the proceeds of the issuance
of  the  Debentures  or  (v)  the  status of the Purchaser as an investor in the
Company,  except insofar as any such untrue statement, alleged untrue statement,
omission  or  alleged  omission  is made in reliance upon and in conformity with
written  information  furnished  to  the  Company  by  the  Purchaser  which  is
specifically  intended  by  the Purchaser for use in the preparation of any such
Registration Statement, preliminary prospectus or prospectus. To the extent that
the  foregoing  undertaking  by the Company may be unenforceable for any reason,
the  Company shall make the maximum contribution to the payment and satisfaction
of  each  of  the  Indemnified Liabilities which is permissible under applicable
law. The indemnity provisions contained herein shall be in addition to any cause
of action or similar rights the Purchaser may have, and any liabilities to which
the  Purchaser  may  be  subject.

     m.     Reimbursement.  If  (i) Purchaser, other than by reason of its gross
            -------------
negligence  or  willful  misconduct,  becomes  involved  in  any capacity in any
action,  proceeding  or investigation brought by any shareholder of the Company,
in  connection  with  or  as  a  result  of the consummation of the transactions
contemplated  by  the Transaction Documents, or if Purchaser is impleaded in any
such action, proceeding or investigation by any person, or (ii) Purchaser, other
than by reason of its gross negligence or willful misconduct or by reason of its
trading  of  the  Common  Stock  in  a  manner that is
<PAGE>
illegal  under  the federal securities laws, becomes involved in any capacity in
any  action, proceeding or investigation brought by the SEC against or involving
the  Company  or  in  connection  with or as a result of the consummation of the
transactions  contemplated  by  the  Transaction  Documents,  or if Purchaser is
impleaded in any such action, proceeding or investigation by any person, then in
any such case, the Company will reimburse Purchaser for its reasonable legal and
other  expenses  (including  the  cost  of  any  investigation  and preparation)
incurred  in  connection  therewith, as such expenses are incurred. In addition,
other  than  with respect to any matter in which Purchaser is a named party, the
Company  will  pay  to  Purchaser  the  charges,  as  reasonably  determined  by
Purchaser,  for  the  time  of any officers or employees of Purchaser devoted to
appearing  and  preparing  to  appear as witnesses, assisting in preparation for
hearings,  trials  or  pretrial matters, or otherwise with respect to inquiries,
hearing,  trials,  and  other proceedings relating to the subject matter of this
Subscription  Agreement. The reimbursement obligations of the Company under this
section  shall  be  in addition to any liability which the Company may otherwise
have,  shall  extend  upon  the  same  terms and conditions to any affiliates of
Purchaser  that  are actually named in such action, proceeding or investigation,
and partners, directors, agents, employees, attorneys, accountants, auditors and
controlling  persons  (if  any),  as  the case may be, of Purchaser and any such
affiliate,  and shall be binding upon and inure to the benefit of any successors
of  the  Company,  Purchaser  and  any  such  affiliate  and  any  such  person.

5.     LIMITATION  ON  AMOUNT  OF  CONVERSION  AND  OWNERSHIP.
       ------------------------------------------------------

          Notwithstanding  anything  to  the  contrary  in this Agreement, in no
event  shall  the  Purchaser be entitled to convert any of the Debentures to the
extent that, after such conversion, that number of shares of Common Stock, which
when  added  to the sum of the number of Debentures beneficially owned, (as such
term  is  defined under Section 13(d)  and Rule 13d-3 of the Securities Exchange
Act  of  1934  (the  "1934  ACT")),  by the Purchaser, would exceed 4.99% of the
number  of  shares  of  Common Stock outstanding on the Conversion Date (as that
term  is  defined  in  the  Debenture),  as  determined  in accordance with Rule
13d-1(j) of the 1934 Act. In no event shall the Purchaser purchase shares of the
Common  Stock  other  than  pursuant  to  this  Subscription  Agreement  and the
Debenture  until  such  date as the Purchaser has fully converted the Debentures
into  Common  Stock.

6.     OPINION  LETTER/BOARD  RESOLUTION
       ---------------------------------

     Prior  to  or  on  the Closing Date the Company shall deliver to the Escrow
Agent  an  opinion letter signed by counsel for the Company in the form attached
hereto  as  Exhibit  D.  Also, prior to or on the Closing Date the Company shall
deliver to the Escrow Agent a signed Board Resolution authorizing this Offering,
which  shall  be  attached  hereto  as  Exhibit  E.

7.     DELIVERY  INSTRUCTIONS;  FEES
       -----------------------------
<PAGE>
     The  Debentures  being  purchased hereunder shall be delivered to Joseph B.
LaRocco  as Escrow Agent, who will hold them in escrow until the Closing Date at
which  time  funds  (less  escrow  fees and attorneys fees) will be wired to the
Company  and  the  Debentures  will  be  delivered  to  the  Purchaser,  per the
Purchaser's  instructions.

     Upon  closing  Joseph  B. LaRocco, Esq. shall receive 222,222 shares of the
Company's  Common  Stock  which  shall be registered along with the Common Stock
underlying  the  Debentures  for  document  preparation.

     The  Company at its sole option may redeem the shares for $20,000 within 90
days  following  the  Closing  Date.

8.     UNDERSTANDINGS.
       --------------

     The  undersigned  understands,  acknowledges and agrees with the Company as
follows:

FOR  ALL  SUBSCRIBERS:

     a.     This  Subscription  may  be  rejected,  in  whole or in part, by the
Company  in its sole and absolute discretion at any time before the date set for
closing  unless  the Company has given notice of acceptance of the undersigned's
subscription  by  signing  this  Subscription  Agreement  and  delivering  it to
Purchaser.

     b.     No  U.S.  federal  or  state  agency  or  any  agency  of  any other
jurisdiction  has  made  any  finding or determination as to the fairness of the
terms  of  the  Offering for investment nor any recommendation or endorsement of
the  Debentures  or  the  Company.

     c.     The  representations,  warranties  and agreements of the undersigned
and  the  Company  contained  herein  shall  be true and correct in all material
respects  on  and as of the date of the sale of the Debentures as if made on and
as  of  such  date  and  shall  survive  the  execution  and  delivery  of  this
Subscription  Agreement  and  the  purchase  of  the  Debentures.

     d.     In  making an investment decision, purchasers must rely on their own
examination  of  the company and the terms of the offering, including the merits
and  risks  involved.  The  shares  have  not been recommended by any federal or
state securities commission or regulatory authority.  Furthermore, the foregoing
authorities  have  not confirmed the accuracy or determined the adequacy of this
document.  Any  representation  to  the  contrary  is  a  criminal  offense.

     e.     The Offering is intended to be exempt from registration by virtue of
Section  4(2)  of  the  1933  Act and the provisions of Regulation D thereunder,
which  is  in  part  dependent  upon the truth, completeness and accuracy of the
statements  made  by  the  undersigned  herein  and  in  the  Questionnaire.
<PAGE>
     f.     It  is  understood  that  in  order not to jeopardize the Offering's
exempt status under Section 4(2) of the 1933 Act and Regulation D, any purchaser
may,  at a minimum, be required to fulfill the investor suitability requirements
thereunder.

     g.     The  shares  may  not  be  resold  except  as  permitted  under  the
securities act and applicable state securities laws, pursuant to registration or
exemption  therefrom.  Purchasers  should be aware that they will be required to
bear  the  financial  risks of this investment for an indefinite period of time.

9.     SUBMISSION  TO  JURISDICTION
       ----------------------------

     a.     Forum  Selection  and  Consent  to  Jurisdiction.     Any litigation
based  thereon,  or arising out of, under, or in connection with, this Agreement
or  any  course  of  conduct,  course  of  dealing,  statements (whether oral or
written)  or actions of the Company or Purchaser shall be brought and maintained
exclusively  in  the  courts  of  the  state  of  New  York.  The Company hereby
expressly  and  irrevocably submits to the jurisdiction of the state and federal
Courts  of  the  state of New York for the purpose of any such litigation as set
forth  above  and  irrevocably agrees to be bound by any final judgment rendered
thereby  in  connection  with  such litigation.  The Company further irrevocably
consents  to  the  service of process by registered mail, postage prepaid, or by
personal  service  within  or without the State of New York.  The Company hereby
expressly  and  irrevocably  waives, to the fullest extent permitted by law, any
objection  which it may have or hereafter may have to the laying of venue of any
such  litigation  brought in any such court referred to above and any claim that
any  such  litigation has been brought in any inconvenient forum.  To the extent
that  the Company has or hereafter may acquire any immunity from jurisdiction of
any  court  or  from  any  legal  process  (whether  through  service or notice,
attachment  prior to judgment, attachment in aid of execution or otherwise) with
respect  to  itself or its property.  The Company hereby irrevocably waives such
immunity  in  respect of its obligations under this agreement and the other loan
documents.

     b.     Waiver  of  Jury  Trial.      The  Purchaser  and the Company hereby
knowingly,  voluntarily  and  intentionally  waive any rights they may have to a
trial  by  jury  in  respect  of any litigation based hereon, or arising out of,
under,  or  in connection with, this agreement, or any course of conduct, course
of  dealing, statements (whether oral or written) or actions of the Purchaser or
the  Company.  The Company acknowledges and agrees that it has received full and
sufficient  consideration  for  this  provision  and  that  this  provision is a
material  inducement  for  the  Purchaser  entering  into  this  agreement.

     c.     Submission  To  Jurisdiction.  Any  legal  action  or  proceeding in
connection  with  this Agreement or the performance hereof may be brought in the
state and federal courts located in New York, and the parties hereby irrevocably
submit  to  the non-exclusive jurisdiction of such courts for the purpose of any
such  action  or  proceeding.

10.     MISCELLANEOUS.
        -------------
<PAGE>
     a.     Any  notices,  consents, waivers or other communications required or
permitted  to be given under the terms of this Subscription Agreement must be in
writing  and  will  be  deemed  to  have  been  delivered (i) upon receipt, when
delivered  personally;  (ii)  upon  receipt,  when sent by facsimile (provided a
confirmation  of  transmission  is  mechanically or electronically generated and
kept  on  file  by the sending party); or (iii) one (1) day after deposit with a
nationally  recognized  overnight  delivery  service,  in  each  case  properly
addressed to the party to receive the same.  The addresses and facsimile numbers
for  such  communications  shall  be:

If  to  the  Company:

     Diversified  Product  Inspections,  Inc.
     3  Main  Street
     Oak  Ridge,  TN  37830
     Attention:  John  Van  Zyll,  CEO
     Telephone:     865-482-8480
     Facsimile:     865-482-6621

With  a  copy  to:

     Lisa  Temple,  Esq.
     Dunn,  MacDonald  &  Coleman
     1221  First  Tennessee  Plaza
     800  South  Gay  Street
     Knoxville,  TN  37929
     Telephone:     865-525-0505
     Facsimile:     865-525-6001

If  to  the  Investor:

     At  the  address  listed  in  the  Questionnaire.

With  a  copy  to:

     Joseph  B.  LaRocco,  Esq.
     49  Locust  Avenue,  Suite  107
     New  Canaan,  CT  06840
     Telephone:  203-966-0566
     Facsimile:  203-966-0363

     Each  party  shall provide five (5) business days prior notice to the other
party  of  any  change  in  address,  phone  number  or  facsimile  number.

     b.     All  pronouns and any variations thereof used herein shall be deemed
to  refer  to  the  masculine,  feminine, impersonal, singular or plural, as the
identity  of  the  person  or  persons  may  require.
<PAGE>
     c.     Neither  this  Subscription Agreement nor any provision hereof shall
be  waived,  modified,  changed,  discharged,  terminated,  revoked or canceled,
except  by  an  instrument  in  writing  signed  by the party effecting the same
against  whom  any  change,  discharge  or  termination  is  sought.

     d.     Notices  required  or  permitted  to  be given hereunder shall be in
writing  and  shall be deemed to be sufficiently given when personally delivered
or  sent  by  facsimile  transmission:  (i) if to the Company, at it's executive
offices or (ii) if to the Purchaser, at the address for correspondence set forth
in  the  Questionnaire,  or  at such other address as may have been specified by
written  notice  given  in  accordance  with  this  paragraph.

     e.     This  Subscription  Agreement  shall  be  enforced,  governed  and
construed  in  all respects in accordance with the laws of the State of Florida,
as such laws are applied by Florida courts to agreements entered into, and to be
performed  in, Florida by and between residents of Florida, and shall be binding
upon  the undersigned, the undersigned's heirs, estate and legal representatives
and  shall  inure  to  the  benefit  of  the Company and its successors.  If any
provision  of  this Subscription Agreement is invalid or unenforceable under any
applicable  statue  or  rule  of  law,  then  such  provisions  shall  be deemed
inoperative  to  the  extent  that it may conflict therewith and shall be deemed
modified to conform with such statute or rule of law.  Any provision hereof that
may  prove  invalid or unenforceable under any law shall not affect the validity
or  enforceability  of  any  other  provision  hereof.

     f.     This  Agreement  shall  not  be  assignable.

     g.     This  Subscription  Agreement,  together with Exhibits A, B, C, D, E
and  F  attached  hereto and made a part hereof, constitute the entire agreement
between  the parties hereto with respect to the subject matter hereof and may be
amended  only  by  a  writing  executed  by  both  parties  hereto.

     h.     This  Subscription  Agreement  may  be  executed  in  two  or  more
counterparts,  all  of  which  taken  together  shall constitute one instrument.
Execution  and  delivery of this Subscription Agreement by exchange of facsimile
copies  bearing  the facsimile signature of a party shall constitute a valid and
binding  execution  and  delivery  of this Subscription Agreement by such party.
Such  facsimile  copies  shall  constitute  enforceable  original  documents.

          [BALANCE  OF  PAGE  INTENTIONALLY  LEFT  BLANK)


<PAGE>
                      DIVERSIFIED PRODUCT INSPECTIONS, INC.
                                  QUESTIONNAIRE


     The information contained in this Questionnaire is being furnished in order
to  determine  whether the undersigned's subscription to purchase the Debentures
described  in  the  Subscription  Agreement  may  be  accepted.

     ALL  INFORMATION  CONTAINED  IN  THIS  QUESTIONNAIRE  WILL  BE  TREATED
CONFIDENTIALLY.  The  undersigned  understands,  however,  that  the Company may
present  this  Questionnaire  to  such parties as it deems appropriate if called
upon  to  establish that the proposed offer and sale of the Securities is exempt
from  registration  under  the  1933  Act, as amended.  Further, the undersigned
understands  that  the offering is required to be reported to the Securities and
Exchange  Commission,  NASDAQ  and  to  various  state securities and "blue sky"
regulators.

     IN ADDITION TO SIGNING THE SIGNATURE PAGE, IF REQUESTED BY THE COMPANY, THE
UNDERSIGNED  MUST  COMPLETE  FORM  W-9.

I.     PLEASE  CHECK  EACH  OF  THE  STATEMENTS  BELOW  THAT  APPLIES.

1.  The  undersigned:  (a) has total assets in excess of $5,000,000; (b) was not
formed  for  the  specific  purpose  of acquiring the securities and (c) has its
principal  place  of  business  in  ___________.

2.  The undersigned is a natural person whose individual net worth* or joint net
worth  with  his  or  her  spouse  exceeds  $1,000,000.

3.  The  undersigned is a natural person who had an individual income* in excess
of  $200,000  in each of the two most recent years and who reasonably expects an
individual  income  in  excess  of  $200,000 in the current year. Such income is
solely  that  of  the  undersigned  and excludes the income of the undersigned's
spouse.

4. The undersigned is a natural person who, together with his or her spouse, has
had  a  joint  income*  in  excess of $300,000 in each of of the two most recent
years  and  who  reasonably  expects a joint income in excess of $300,000 in the
current  year.

*     For  purposes of this Questionnaire, the term "net worth" means the excess
of  total  assets  over total liabilities.  In determining "income", an investor
should  add  to  his  or  her  adjusted gross income any amounts attributable to
tax-exempt  income  received, losses claimed as a limited partner in any limited
partnership,  deductions  claimed  for  depletion, contributions to IRA or Keogh
retirement  plan, alimony payments and any amount by which income from long-term
capital  gains  has  been  reduced  in  arriving  at  adjusted  gross  income.
<PAGE>

          5.     The  undersigned  is:

          (a) a bank as defined in Section 3(a)(2) of the 1933 Act; or

          (b) a savings and loan association or other institution as defined in
     Section 3(a)(5)(A) of the 1933 Act whether acting in its individual or
     fiduciary capacity; or

          (c) a broker or dealer registered pursuant to Section 15 of the 1934
     Act; or

          (d) an insurance company as defined in Section 2(13) of the 1933 Act;
     or

          (e) An investment company registered under the Investment Company Act
     of 1940 or a business development company as defined in Section 2(a)(48)of
     the Investment Company Act of 1940; or

          (f) a small business investment company licensed by the U.S. Small
     Business Administration under Section 301 (c) or (d) of the Small Business
     Investment Act of 1958; or

          6. The undersigned is an entity in which all of the equity owners are
     accredited investors.

<PAGE>
II.     INVESTOR  INFORMATION.

(A)     IF  THE  UNDERSIGNED  IS  AN  INDIVIDUAL:

     Name  _____________________________________________

     Street  Address  __________________________________

     City,  State,  Zip  Code  _________________________

     Phone  ____________________  Fax  _________________

     Social  Security  Number  _________________________

     Send  Correspondence  to:
     _______________________________________________
     _______________________________________________
     _______________________________________________


(B)     IF  THE  UNDERSIGNED  IS  NOT  AN  INDIVIDUAL:

     Name  of  Entity  __________________________________

     Person's  Name  ___________________  Title__________

     State  of  Organization  ___________________________

     Principal  Business  Address  ______________________

     City,  State,  Zip  Code  __________________________

     Taxpayer  Identification  Number  __________________

     Phone  ____________________  Fax  __________________

     Send  Correspondence  to:
     _______________________________________________
     _______________________________________________
     _______________________________________________


<PAGE>
                      DIVERSIFIED PRODUCT INSPECTIONS, INC.
                                 SIGNATURE PAGE
                                 --------------

     Your  signature on this Signature Page evidences your agreement to be bound
by  the Questionnaire, Subscription Agreement and Registration Rights Agreement.

     1.     The undersigned hereby represents that (a) the information contained
in  the  Questionnaire  is  complete  and  accurate and (b) the undersigned will
notify  DIVERSIFIED PRODUCT INSPECTIONS, INC. immediately if any material change
in  any  of  the information occurs prior to the acceptance of the undersigned's
subscription  and  will  promptly  send  DIVERSIFIED  PRODUCT  INSPECTIONS, INC.
written  confirmation  of  such  change.

     2.     The  undersigned signatory hereby certifies that he/she has read and
understands  the  Subscription  Agreement  and  Questionnaire,  and  the
representations  made  by  the  undersigned  in  the  Subscription Agreement and
Questionnaire  are  true  and  accurate.



______________________________                     ________________________
Amount  of  Debentures  being  purchased                    Date


                                             By:    ________________________
                                                    (Signature)

                                             Name:  ________________________
                                                    (Please  Type  or  Print)

                                             Title: ________________________
                                                    (Please  Type  or  Print)


<PAGE>

                             COMPANY ACCEPTANCE PAGE
                             -----------------------


This  Subscription  Agreement  accepted  and  agreed
to  this  ____  day  of  April,  2002.


DIVERSIFIED  PRODUCT  INSPECTIONS,  INC.



By__________________________________
     John  Van  Zyll,  CEO


<PAGE>


                                    Exhibit A

                              NOTICE OF CONVERSION
                              --------------------

     (To be Executed by the Registered Owner in order to Convert Debenture)

     The  undersigned  hereby  irrevocably  elects,  as  of ________________, to
convert  $________________  of  its convertible debenture (the "Debenture") into
Common  Stock of DIVERSIFIED PRODUCT INSPECTIONS, INC. (the "Company") according
to  the  conditions  set  forth  in  the  Debenture  issued by the Company. This
conversion  is  being  made  for  an  immediate  sale.

Date  of  Conversion________________________________________________


Applicable  Conversion  Price________________________________________


Number  of  Shares  Issuable  upon  this  Conversion_______________________


Name  (Print)_____________________________________________________

Address________________________________________________________

     _________________________________________________________


Phone_________________________  Fax______________________________





                    By:_______________________________________

<PAGE>
                                     ------
                                    EXHIBIT D
                                    ---------


Purchasers  of  [Company]  [Describe  Securities]          _______________, 2002


                                Re:     [Company]

Ladies  and  Gentlemen:

     We have acted as counsel to [Company], a corporation incorporated under the
laws  of the State of _________ (the "Company"), in connection with the proposed
issuance  and  sale of convertible debentures (the "Securities") pursuant to the
related  Subscription  Agreement (including all Exhibits and Appendices thereto)
(collectively  the  "Agreements").

     In  connection  with  rendering  the  opinions  set  forth  herein, we have
examined  drafts  of  the Agreement, the Company's Certificate of Incorporation,
and its Bylaws, as amended to date [other documents - describe], the proceedings
of  the  Company's Board of Directors taken in connection with entering into the
Agreements,  and  such  other  documents,  agreements  and  records as we deemed
necessary  to  render  the  opinions  set  forth  below.

     In  conducting  our  examination,  we have assumed the following:  (i) that
each  of  the Agreements has been executed by each of the parties thereto in the
same  form  as  the  forms  which  we have examined, (ii) the genuineness of all
signatures, the legal capacity of natural persons, the authenticity and accuracy
of  all  documents submitted to us as originals, and the conformity to originals
of  all  documents submitted to us as copies, (iii) that each of  the Agreements
has  been  duly  and  validly authorized, executed and delivered by the party or
parties  thereto  other  than  the Company, and (iv) that each of the Agreements
constitutes  the  valid  and  binding  agreement of the party or parties thereto
other  than the Company, enforceable against such party or parties in accordance
with  the  Agreements'  terms.

     Based  upon  the  subject  to  the  foregoing,  we are of the opinion that:

     1.     The  Company has been duly incorporated and is validly existing as a
corporation  in good standing under the laws of the State of __________, is duly
qualified to do business as a foreign corporation and is in good standing in all
jurisdictions  where  the Company owns or leases properties, maintains employees
or  conducts  business,  except  for  jurisdictions  in  which the failure to so
qualify  would  not  have  a material adverse effect on the Company, and has all
requisite  corporate  power  and authority to own its properties and conduct its
business.

     2.     The  authorized  capital  stock of the Company  consists of -_______
shares  of  Common  Stock,  ________  par  value per share, ("Common Stock") and
<PAGE>
______________ Preferred Stock, par value $________ per share; [describe classes
if  applicable]

     3.     The  Common Stock is registered pursuant to Section 12(b) or Section
12(g)  of  the  Securities  Exchange Act of 1934, as amended and the Company has
timely filed all the material required to be filed pursuant to Sections 13(a) or
15(d)  of  such  Act  for  a period of at least twelve months preceding the date
hereof;

     4.     When  duly  countersigned  by  the  Company's  transfer  agent  and
registrar, and delivered to you or upon your order against payment of the agreed
consideration  therefor in accordance with the provisions of the Agreements, the
Securities  [and  any  Common  Stock  to  be  issued  upon the conversion of the
Securities]  as  described  in  the  Agreements represented thereby will be duly
authorized  and  validly  issued,  fully  paid  and  nonassessable;

     5     The  Company has the requisite corporate power and authority to enter
into  the  Subscription Agreement and to sell and deliver the Securities and the
Common  Stock to be issued upon the conversion of the Securities as described in
the  Agreements;  each of the Agreements has been duly and validly authorized by
all  necessary  corporate action by the Company to our knowledge, no approval of
any  governmental  or  other  body is required for the execution and delivery of
each  of  the Agreements  by the Company or the consummation of the transactions
contemplated  thereby; each of the Agreements has been duly and validly executed
and  delivered  by  and  on  behalf  of  the Company, and is a valid and binding
agreement  of  the  Company, enforceable in accordance with its terms, except as
enforceability  may  be  limited  by  general  equitable principles, bankruptcy,
insolvency,  fraudulent  conveyance,  reorganization,  moratorium  or other laws
affecting  creditors rights generally, and except as to compliance with federal,
state,  and  foreign  securities  laws,  as  to  which  no opinion is expressed;

     6.     To  the  best  of  our  knowledge, after due inquiry, the execution,
delivery  and  performance  of  the Subscription Agreement and Securities by the
Company  and  the  performance of its obligations thereunder do not and will not
constitute  a  breach  or  violation  of  any of the terms and provisions of, or
constitute  a default under or conflict with or violate any provision of (i) the
Company's Certificate of Incorporation or By-Laws, (ii) any indenture, mortgage,
deed of trust, agreement or other instrument to which the Company is party or by
which  it  or  any  of  its  property  is bound, (iii) any applicable statute or
regulation  or  as  other, (iv) or any judgment, decree or order of any court or
governmental  body  having jurisdiction over the Company or any of its property.

     7.     The  issuance  of  Common Stock upon conversion of the Securities in
accordance  with the terms and conditions of the Securities and the Subscription
Agreement, will not violate the applicable listing agreement between the Company
and  any  securities  exchange  or  market on which the Company's securities are
listed.
<PAGE>
     8.     To the best of our knowledge, after due inquiry, there is no pending
or threatened litigation, investigation or other proceedings against the Company
[except  as  described  in  Exhibit  A  hereto].

     9.     The  Company  complies with the eligibility requirements for the use
of  [Form  SB-3]  [Form  SB-2],  under  the  Securities Act of 1933, as amended.

     This  opinion  is  rendered  only with regard to the matters set out in the
numbered  paragraphs  above.  No  other opinions are intended nor should they be
inferred.  This  opinion  is based solely upon the laws of the United States and
the  State  of _____________ and does not include an interpretation or statement
concerning  the  laws  of  any  other  state  or  jurisdiction.  Insofar  as the
enforceability  of  the Subscription Agreement and Securities may be governed by
the  laws  of  other states, we have assumed that such laws are identical in all
respects  to  the  laws  of  the  State  of  ___________.

     The  opinions  expressed  herein  are  given  to you solely for your use in
connection  with  the transaction contemplated by the Subscription Agreement and
Securities  and  may not be relied upon by any other person or entity or for any
other  purpose  without  our  prior  consent.

                                   Very  truly  yours,




                                   By:     _____________________

<PAGE>

                                LIST OF EXHIBITS
                                -----------------


EXHIBIT  A               Notice  of  Conversion
EXHIBIT  B               Registration  Rights  Agreement
EXHIBIT  C               Debenture
EXHIBIT  D               Opinion  of  Company's  Counsel
EXHIBIT  E               Board  Resolution
EXHIBIT  F               Warrant






                                LIST OF SCHEDULES
                                -----------------

Schedule  3(a)     Subsidiaries
Schedule  3(c)     Capitalization
Schedule  3(e)     Conflicts
Schedule  3(g)     Material  Changes
Schedule  3(h)     Litigation
Schedule  3(l)     Intellectual  Property
Schedule  3(n)     Liens
Schedule  3(t)     Certain  Transactions

<PAGE>
                           SCHEDULE 3(a)  SUBSIDIARIES


                                      NONE.

                          SCHEDULE 3(c)  CAPITALIZATION

          None  other  than  as  disclosed  in  the  Company's  last  10-QSB.

                             SCHEDULE 3(e) CONFLICTS



                                      NONE.

<PAGE>

                         SCHEDULE 3(g)  MATERIAL CHANGES



                                      NONE.


                            SCHEDULE 3(h)  LITIGATION


                                      NONE.

                      SCHEDULE 3(l)  INTELLECTUAL PROPERTY


                                      NONE.
                              SCHEDULE 3(n)  LIENS


                                      NONE


                       SCHEDULE 3(t)  CERTAIN TRANSACTIONS

                                      NONE.