Exhibit 10.12

                       [GRAPHIC OMITTED][GRAPHIC OMITTED]

                             SUBSCRIPTION AGREEMENT

                     ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.

1.       SUBSCRIPTION: The undersigned, __________________ (the "Subscriber")
         hereby subscribes for the purchase of _________ shares (the "Shares")
         of common stock, $.001 par value (the "Common Stock"), of Environmental
         Solutions Worldwide, Inc., a Florida corporation (the "Company"), in
         consideration of the sum of $.40 per share of Common Stock for an
         aggregate purchase price of $__________ and submits the total
         subscription price with this Subscription Agreement (the undersigned's
         "Subscription").

         The undersigned's subscription is subject to the following terms and
         conditions:

         a.       No certificate(s) for the Shares will be issued to the
                  undersigned until the entire subscription price as set forth
                  in Paragraph 1 above is paid; and

         b.       The subscription by a subscriber must be accepted by the
                  company.

         c.       The certificate(s) representing the Shares delivered pursuant
                  to this Subscription Agreement shall bear a restrictive legend
                  substantially as follows:

                  The securities evidenced hereby have not been registered under
                  the Securities Act of 1933, as amended, nor any other
                  applicable securities act (the "Acts"), and may not be sold,
                  transferred, assigned, pledged or otherwise distributed,
                  unless there is an effective registration statement under such
                  Acts covering such securities or the Company receives an
                  opinion of counsel for the holder of these securities
                  (concurred on by counsel for the Company) stating that such
                  sale, transfer, assignment, pledge or distribution is exempt
                  from or in compliance with the registration and prospectus
                  delivery requirements of such Acts.

2.       REPRESENTATIONS AND WARRANTIES OF THE SUBSCRIBER. The Subscriber hereby
         represents and warrants to the Company:

         a.       THE UNDERSIGNED SUBSCRIBER UNDERSTANDS THAT THE COMMON STOCK
                  BEING OFFERED HEREBY HAS NOT BEEN APPROVED OR DISAPPROVED BY
                  THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION, ANY
                  STATE SECURITIES AGENCY OR ANY FOREIGN SECURITIES AGENCY.



                                      -1-
<PAGE>


         b.       The undersigned Subscriber is not an underwriter and is
                  acquiring the Shares solely for investment for his, her or its
                  own account and not with a view to, or for, resale in
                  connection with any distribution in violation of any federal
                  securities act, state securities act or any other applicable
                  federal or state laws;

         c.       The undersigned Subscriber understands the speculative nature
                  and risks of investments associated with the Company, and
                  confirms that the Shares would be suitable and consistent with
                  his, her or its investment program; that his, her or its
                  financial position enable him, her or it to bear the risks of
                  this investment; and that there is no public market for the
                  Shares subscribed for herein;

         d.       The Shares subscribed for herein may not be transferred,
                  encumbered, sold, hypothecated, or otherwise disposed of, if
                  such disposition will violate any federal and/or state
                  securities acts. Disposition shall include, but is not limited
                  to acts of selling, assigning, transferring, pledging,
                  encumbering, hypothecating, giving, and any form of conveying,
                  whether or not voluntary;

         e.       Except as set forth in Section 4 hereof, the Company is not
                  required to register or seek an exemption from registration
                  under any federal securities act, state securities act, or any
                  foreign securities act respecting the offer and issuance of
                  the Shares.

         f.       The Subscriber has had the opportunity to ask questions of the
                  Company and has received additional information from the
                  Company to the extent that the Company possessed such
                  information, necessary to evaluate the merits and risks of any
                  investment in the Company. Further, the Subscriber has been
                  given an opportunity to question the appropriate executive
                  officers of the Company; and, copies of all registration
                  statements and reports filed with the United States Securities
                  and Exchange Commission (the "SEC"), including the company's
                  most recent 10-KSB, 10-QSB, Proxy statement, and periodic
                  reports as filed on Form 8-K (the "SEC Reports").

         g.       The Subscriber has sufficient knowledge and experience in
                  financial matters to evaluate the merits and risks of this
                  investment and further, the Subscriber is capable of reading
                  and interpreting financial statements;

         h.       The Subscriber acknowledges that it is an "accredited
                  investor" within the meaning of Regulation D as promulgated
                  under the Securities Act of 1933, as amended (the "Securities
                  Act"); and

         i.       The Subscriber acknowledges that if he, she or it is a
                  resident of the State of Florida, he, she or it has the
                  privilege of declaring this transaction null and void,
                  provided that the Subscriber communicates such intention to
                  the Company in writing within three (3) days of the of the
                  tender of his, her or its consideration.




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<PAGE>



3.       REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF COMPANY: The Company
         hereby represents and warrants to, and agrees with, the Subscriber as
         follows:

         a.       ORGANIZATION AND QUALIFICATION. The Company is a corporation
                  duly organized, validly existing, and in good standing under
                  the laws of the State of Florida and is qualified to transact
                  business and is in good standing as a foreign company in every
                  jurisdiction in which its ownership, leasing, licensing, or
                  use of property or assets or the conduct of its business makes
                  such qualification necessary, except in such jurisdictions
                  where the failure to be so qualified or in good standing would
                  not have a material adverse effect on the business, results of
                  operations, financial condition, or prospects of the Company.
                  The Company has all required power and authority to own its
                  property and to carry on its business as now conducted and
                  proposed to be conducted.

         b.       VALIDITY OF TRANSACTION. The Company has all requisite power
                  and authority to execute, deliver, and perform this Agreement
                  and to issue the Shares to the Subscriber. All necessary
                  corporate proceedings of the Company have been duly taken to
                  authorize the execution, delivery, and performance of this
                  Agreement and to authorize the issuance and sale of the
                  Shares. This Agreement has been duly authorized, executed, and
                  delivered by the Company, is the legal, valid, and binding
                  obligation of the Company enforceable in accordance with its
                  terms.

         c.       CONSENTS. Except as to filings which may be required under
                  applicable state securities regulations, no consent,
                  authorization, approval, order, license, certificate, or
                  permit of or from, or declaration or filing with, any federal,
                  state, local, or other governmental authority or of any court
                  or other tribunal is required by the Company in connection
                  with the transactions contemplated hereby. No consent of any
                  party to any contract, agreement, instrument, lease, license,
                  arrangement, or understanding to which the Company is a party,
                  or by which any of its properties or assets is bound, is
                  required for the execution, delivery, or performance by the
                  Company of this Agreement and the execution, delivery, and
                  performance of this Agreement by the Company will not violate,
                  result in a breach of, conflict with, or entitle any party to
                  terminate or call a default under any such contract,
                  agreement, instrument, lease, license, arrangement, or
                  understanding, or violate or result in a breach of any term of
                  the Certificate of Incorporation or the By-laws of the
                  Company, or violate, result in a breach of, or conflict with
                  any law, rule, regulation, order, judgment, or decree binding
                  on the Company or to which any of its operations, business,
                  properties, or assets is subject.

         d.       ISSUANCE; Authorization. All of the issued and outstanding
                  shares of capital stock of the Company have been duly
                  authorized and are validly issued, fully paid and
                  non-assessable. The issuance, sale and delivery of the Shares
                  to be issued are duly authorized, have been reserved for
                  issuance and, upon issuance in accordance with the terms
                  hereof, will be validly issued, fully paid, and
                  non-assessable, will not have been issued in violation of any
                  pre-emptive right of the equity holders, and the Subscriber
                  will have good title to the Shares, free and clear of all
                  liens, security interests, pledges, charges or encumbrances of
                  any kind.


                                      -3-
<PAGE>


         e.       NO VIOLATION OR CONFLICT; NO DEFAULT. Neither the nature of
                  the business of the Company nor the execution, delivery or
                  performance of this Agreement, or any related documents by the
                  Company, nor the compliance with its obligation hereunder or
                  thereunder, nor the consummation of the transactions
                  contemplated hereby, nor the issuance, sale or delivery of the
                  Shares will:

                  (1) Violate or conflict with any provisions of the Company's
                  Certificate of Incorporation or By-laws;

                  (2) Violate or conflict with any applicable laws, except where
                  such violation would not reasonably be expected to have,
                  individually or in the aggregate, a material adverse effect on
                  the condition (financial or otherwise), earnings, properties,
                  business, prospects or results of operations of the Company (a
                  "Material Adverse Effect");

                  (3) Violate, be in conflict with, or constitute a breach or
                  default (or any event which, with the passage of time or
                  notice or both, would become a default under), or permit the
                  termination of, or require the consent of any person or entity
                  under, result in the creation or imposition of any lien or
                  other encumbrance upon any property of the Company under,
                  result in the loss by the Company or modification in any
                  manner adverse to the Company of any right or benefit under,
                  or give to any other person or entity any right of
                  termination, amendment, acceleration, repurchase or repayment,
                  increased payments or cancellation under, any mortgage
                  indenture, note, debenture, agreement, lease, license, permit,
                  franchise or other instrument or obligation, whether written
                  or oral (collectively, "Contracts") to which the Company is a
                  party or by which their properties may be bound or affected
                  except as would not, individually or in the aggregate,
                  reasonable be expected to have a Material Adverse Effect; or

         (4)      The Company is not in default under any Contract, the
                  Certificate of Incorporation or the By-laws of the Company or
                  any applicable judgments or orders, except where such default
                  would not, individually or in the aggregate, reasonably be
                  expected to have a Material Adverse Effect.





                                      -4-
<PAGE>




         f.       Offering. Subject in part to the truth and accuracy of the
                  Subscriber's representations set forth in this Agreement, the
                  offer, sale and issuance of the Shares as contemplated by this
                  Agreement are exempt from the registration of any applicable
                  state and federal securities laws, and neither the Company nor
                  any authorized agent acting on its behalf will take any action
                  hereafter that would cause the loss of such exemption. The
                  foregoing representation applies only to federal and state
                  laws. The Company expresses no opinion with respect to foreign
                  law.

         g.       Patents, Trademarks, etc. To the Company's knowledge, the
                  Company owns, or has the right to use, all patents,
                  trademarks, service marks, trade names, copyrights, licenses,
                  trade secrets or other proprietary rights necessary to its
                  business as now conducted without conflicting with or
                  infringing upon the right or claimed right of any person under
                  or with respect to any of the foregoing. Except for hardware
                  and software licenses entered into in the ordinary course of
                  business, the Company is not bound by or a party to any
                  options, licenses or agreements of any kind with respect to
                  patents, trademarks, service marks, trade names, copyrights,
                  licenses, trade secrets or other proprietary rights of any
                  other person or entity. The Company has not received any
                  communications alleging that the Company has violated the
                  patents, trademarks, service marks, trade names, copyrights or
                  trade secrets or other proprietary rights of any other person
                  or entity. The Company is not aware of any violation by a
                  third party of any of the Company's patents, trade marks,
                  service marks, trade names, copyrights, trade secrets or other
                  proprietary rights.

         h.       Litigation, etc. To the best of the Company's directors and
                  executive officers knowledge and except as stated herein on
                  Schedule 3(h) hereto, there is no action, suit, proceeding or
                  investigation pending or threatened in writing, against the
                  Company or any of its officers, which, either in any single
                  case or in the aggregate, would result in any material adverse
                  change in the business, properties, financial condition,
                  results of operations or prospects of the Company, or in any
                  material impairment of the right or ability of the Company to
                  carry on its business as now conducted or as proposed to be
                  conducted, or in any material liability on the part of the
                  Company, and none which questions the validity of this
                  Agreement, with the exception of an informal investigation
                  initiated by the SEC. (See Form 10 KSB and 10QSB Legal
                  proceedings). The Company is not a party or subject to any
                  writ, order, decree or judgment, and there is no such action,
                  suit, proceeding or investigation by the Company currently
                  pending or which the Company intends to initiate.

         i.       Foreign Corrupt Practices Act. Neither the Company nor any
                  director, officer, agent, or other person acting on behalf of
                  the Company has, in the course of his or its actions for or on
                  behalf of the Company violated any provision of the United
                  States Foreign Corrupt Practices Act of 1977, as amended or
                  the regulations there under.

         j.       Related Party Transactions. Except as set forth in the SEC
                  Reports, no director, officer or affiliate of the Company or a
                  related party thereto is a party to any material transaction,
                  arrangement or agreement with the Company.



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<PAGE>


         k.       Disclosure. All information relating to or concerning the
                  Company set forth in this Subscription Agreement and the SEC
                  Reports is true and correct in all material respects and the
                  Company has not omitted to state any material fact necessary
                  in order to make the statements made herein or therein, in
                  light of the circumstances under which they were made, not
                  misleading. The Company has timely filed all SEC Reports,
                  including for purposes of determining the availability of Form
                  S-3. No event or circumstance, including claim or litigation
                  proceeding, whether actual or threatened, has occurred or
                  exists with respect to the Company or its business or property
                  or financial condition which has not been publicly disclosed
                  or which has not been disclosed to Subscriber.


4.       REGISTRATION OF SHARES:

         a.       The Company agrees to file a registration statement for all
                  shares of Common Stock owned by the Subscriber (including the
                  Shares) and all shares of Common Stock issuable to the
                  Subscriber upon exercise or conversion of warrants or other
                  convertible securities of the Company within one hundred and
                  twenty (120) days of the Company's acceptance of the
                  subscription. The registration statement shall be on Form S-3
                  or such other appropriate form that the Company is then
                  eligible to file for the registration and resale of the
                  Shares. The Company shall use its best efforts to cause the
                  registration statement to be declared effective under the
                  Securities Act as promptly as possible after the filing
                  thereof, and shall use its best efforts to keep such
                  registration statement continuously effective under the
                  Securities Act until the earlier of (i) sale of all of the
                  Common Stock registered thereunder or (ii) the date on which
                  all of the shares of Common Stock registered thereunder may be
                  resold by the Subscriber without registration by reason of
                  rule 144(k) under the Securities Act. The Company shall pay
                  all expenses incident to such registration other than selling
                  commissions of the Subscriber. The Company shall furnish the
                  Subscriber such numbers of copies of a prospectus complying
                  with the requirements of the Securities Act, and such other
                  documents as the Subscriber may reasonably request in order to
                  facilitate the public sale or other disposition of the Common
                  Stock (including the Shares) beneficially owned by the
                  Subscriber.

         b.       The Company will indemnify and hold harmless the Subscriber,
                  its officers, trustees, directors and each underwriter of such
                  securities referred to above, and any person who controls such
                  Subscriber or underwriter within the meaning of Section 15 of
                  the Securities Act, against all claims, actions, losses,
                  damages, liabilities and expenses (including reasonable legal
                  fees), joint or several, to which any of such persons may
                  become subject under the Securities Act or otherwise, insofar
                  as such losses, claims, damages, liabilities or actions arise
                  out of or are based upon (i) any untrue statement of any
                  material fact contained herein or in any registration
                  statement under which such securities referred to above were
                  registered under the Securities Act, any preliminary
                  prospectus or final prospectus contained therein, or any
                  amendment or supplement thereof, or arise out of or are based
                  upon the omission to state herein or therein a material fact
                  required to be stated herein or therein or necessary to make





                                      -6-
<PAGE>

                  the statements herein or therein not misleading; (ii) any
                  violation of United States of America state or federal
                  securities laws; (iii) any failure by the Company to fulfill
                  and perform any agreement, covenant or undertaking herein or
                  (iv) any failure or breach of the representations and
                  warranties of the Company set forth in Section 3 to be
                  accurate, and will promptly reimburse such Subscriber, its
                  officers, trustees, directors and each underwriter of such
                  securities, and each such controlling person or entity for any
                  legal and any other expenses reasonably incurred by such
                  Subscriber, such underwriter, or such controlling person or
                  entity in connection with investigating or defending any such
                  loss, action, claim, damage, liability or action; provided,
                  however, that the Company will not be liable in any such case
                  to the extent that any such loss, claim, damage, liability or
                  action arises directly out of or is based primarily upon an
                  untrue statement or omission made in said registration
                  statement, said preliminary prospectus or said prospectus, or
                  said amendment or supplement in reliance upon and in
                  conformity with written information furnished to the Company
                  by such Subscriber or such underwriter specifically for use in
                  the preparation thereof.

         c.       At any time when a prospectus relating to the sale of Common
                  Stock (including the Shares) by the Subscriber is required to
                  be delivered under the Securities Act, the Company will
                  promptly notify the Subscriber of the happening of any event,
                  upon the notification or awareness of such event by an
                  executive officer of the Company, as a result of which the
                  prospectus included in such registration statement, as then in
                  effect, includes an untrue statement of material fact or omits
                  to state a material fact required to stated therein or
                  necessary to make the statements therein not misleading in
                  light of the circumstances then existing.

         d.       With a view to making available to the Subscriber the benefits
                  of Rule 144 promulgated under the Securities Act, the Company
                  agrees that it will use its best efforts to maintain
                  registration of its Common Stock under Section 12 or 15 of the
                  Exchange Act and to file with the SEC in a timely manner all
                  reports and other documents required to be filed by an issuer
                  of securities registered under the Exchange Act so as to
                  maintain the availability of Rule 144 promulgated under the
                  Securities Act. Upon the request of any record owner, the
                  Company will deliver to such owner a written statement as to
                  whether it has complied with the reporting requirements of
                  Rule 144 promulgated under the Securities Act

5.       STATUS OF PURCHASER:

         [X] I am not a member of, or an associate or affiliate of a member of
             the National Association of Securities Dealers.

6.       CONDITIONS. As a condition of Subscriber's subscription offered hereby,
         all representations, warranties and agreements in Section 3 hereof
         shall be true and correct. In addition, the Company shall provide or
         cause to be provided to Subscriber copies of board resolutions
         approving the issuance of the Securities as well as a legal opinion
         respecting the due organization and standing of the Company as well as
         the authorization and issuance of the Securities each in form and
         substance as is customary in transactions as contemplated hereby.

7.       MISCELLANEOUS: This Subscription Agreement shall be binding upon the
         parties hereto, their heirs, executors, successors, and legal
         representatives. The law of the state of New York shall govern the
         rights of the parties to this Agreement. This Agreement is not
         assignable without the prior written consent of the Company, and any
         attempt to assign any rights, duties or obligations which arise under
         this Agreement without the Company's prior express written consent
         shall be void.



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<PAGE>


         a.       Counterparts. This Agreement may be executed in two or more
                  counterparts, each of which shall constitute an original, but,
                  when taken together, shall constitute a single instrument.

         b.       Entire Agreement. This Agreement shall constitute the entire
                  agreement between the parties respecting the matters
                  contemplated hereby and shall super cede any other prior oral
                  or written agreement or understanding respecting such matters.

         c.       Survival. The agreements, representations and warranties
                  contained herein shall survive the closing of the transactions
                  contemplated herein.

         d.       Brokers and Commissions. The Company shall be responsible for
                  the payment of any finders' fees relating to or arising out of
                  the transactions contemplated hereby.







                              THE REMAINDER OF THIS
                               PAGE INTENTIONALLY
                                   LEFT BLANK







                                      -8-
<PAGE>


         The undersigned Subscriber hereby declares and affirms that he or she
has read the within and foregoing Subscription Agreement, is familiar with the
contents thereof and agrees to abide by these terms and conditions therein set
forth, and knows the statements therein to be true and correct.


              IN WITNESS WHEREOF, the parties have executed this Subscription
Agreement this day of August, 2001, at New York, New York.


SUBSCRIBER

                                      No. of Shares:                    ________
                                      Aggregate Subscription Price:    $________



By:      __________________

Name:    __________________

Title:   __________________

ACCEPTED BY:

ENVIRONMENTAL SOLUTIONS WORLDWIDE, INC.


By       ______________________________

Name:    ______________________________

Title:   _______________________________








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Schedule 3(h)
                                Litigation, Etc.


Litigation, etc. With the exception of a formal investigation initiated by the
United States Securities and Exchange. (See Accompanied Note) The Company is not
a party or subject to any writ, order, decree or judgement, and there is no such
action, suit, proceeding or investigation by the Company currently pending or
which the Company intends to initiate.

The company in 2nd quarter of 2001 was undergoing a formal investigation by the
SEC. The investigation was based on what SEC calls "Pump and Dump" situation.
The company has no further involvement in the investigation except fully
co-operating with the SEC. The company was a victim of an article published in
March 2000, by Access One Financial in California, giving a purchase
recommendation of the companies stock, predicting a $15.00 price per share by
December 2000. Neither the company nor any of its officers had any knowledge or
involvement of this article being published and the company published a press
release denying the content of the article, and also clarified the factual
statements in this article. The individuals involved in publishing this article
including Access One Financial are presently being investigated for selling
shares during this time, the shares rose to $7.50 high in March / April from
$4.50. To the best of the Company's knowledge, the investigation has not been
active and neither the Company nor its officers have received any notification
from the SEC since April 2001 respecting any of the foregoing matters.
















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                       INVESTOR SUITABILITY QUESTIONNAIRE

         Federal securities and state securities laws require that offers of
securities be confined to persons who meet certain eligibility criteria in order
not to violate the registration provisions of the Securities Act of 1933 and
state securities acts. Accordingly, you should carefully and accurately set
forth the information requested below:

1.       PERSONAL

         Name __________________________________________________________________
         Address (including zip code)___________________________________________
         _______________________________________________________________________
         _______________________________________________________________________
         Social Security No. ___________________________________________________
         Telephone Number (including area code) ________________________________
         Home:_______________________      Business: ___________________________
         Age:________________________

2. EDUCATIONAL BACKGROUND

         High School Graduate                        [   ] Yes        [   ] No
         College Graduate                            [   ] Yes        [   ] No
         Where _________________________________________________________________
         Subject Major__________________________________________________________
         Post Graduate or Professional Degree        [   ] Yes        [   ] No
         Where _________________________________________________________________
         Subject _______________________________________________________________
         Degrees _______________________________________________________________

3.       OCCUPATION

         What has been your principal occupation during the last five years?

         _______________________________________________________________________

         What have been your principal duties and responsibilities?

         _______________________________________________________________________

4. INVESTMENT EXPERIENCE

         Have you invested in real estate?  (other than residences)
         Explain nature and location.

         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________



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<PAGE>


         Have you invested in tax shelters? Please indicate type, nature and
         amount.

         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________


         Have you ever invested in limited partnerships or partnerships? If yes,
         please give details.

         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________


         Have you invested in stocks, bonds or other types of securities?
         (including commodities futures, options, etc.) Explain type, nature and
         amount.

         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________


5.       FINANCIAL
         What is your present annual income?

              [   ]  Below $25,000                [   ]  $125,000 - $150,000
              [   ]  $25,000 - $50,000            [   ]  $150,000 - $175,000
              [   ]  $50,000 - $75,000            [   ]  $175,000 - $200,000
              [   ]  $75,000 - $100,000           [   ]  $200,000 - $300,000
              [   ]  $100,000 - $125,000          [   ]  $300,000 - $1,000,000

         What is your "investment" net worth? (This means your net worth
         exclusive of residence, automobiles, pleasure boats, furniture,
         jewellery, artwork and personal effects.) Please be conservative in
         estimating value of real estate and other non-liquid investments.

         _______________________________________________________________________
         _______________________________________________________________________
         _______________________________________________________________________


6.       I/We, the undersigned, hereby represent and warrant to the Company, the
         following:

         a.   THAT THE UNDERSIGNED IS AWARE THAT THE SECURITIES HAVE NOT BEEN
              APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND
              EXCHANGE COMMISSION OR ANY STATE SECURITIES ADMINISTRATORS; THAT
              THE UNDERSIGNED IS NOT AN UNDERWRITER;

         b.   THAT THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY ANY
              FOREIGN SECURITIES AGENCY AND THE STOCK HAS NOT BEEN REGISTERED
              WITH ANY FEDERAL, STATE, OR FOREIGN SECURITIES AGENCY;

         c.   THAT THE UNDERSIGNED WOULD BE ACQUIRING THE SECURITIES SOLELY FOR
              HIS OR HER OWN ACCOUNT AND NOT WITH A VIEW TO, OR FOR, RESALE IN
              CONNECTION WITH ANY DISTRIBUTION OF THE SECURITIES WITHIN THE
              MEANING OF THE FEDERAL SECURITIES ACT OR ANY STATE SECURITIES
              ACTS; and,



                                      -12-
<PAGE>


         d.   THAT THE UNDERSIGNED REPRESENTS AND WARRANTS HIS OR HER
              UNDERSTANDING OR THE SPECULATIVE NATURE AND RISKS OF INVESTMENT
              ASSOCIATED WITH THE COMPANY AND CONFIRMS THAT THE SECURITIES WOULD
              BE SUITABLE AND CONSISTENT WITH HIS OR HER INVESTMENT PROGRAM AND
              THAT HIS OR HER FINANCIAL POSITION ENABLE HIM OR HER TO BEAR THE
              RISKS OF THIS INVESTMENT.

         I/We hereby certify that the above information is true accurate and
complete to the best of my/our knowledge and belief, and the I/we am/are a bona
fide resident(s) of _______________ for all purposes, and that my/our residence
address is as set forth below. I/We further certify that I/we am/are not
purchasing said Securities for or on behalf of, or with the intention of
transfer, gift, resale or distribution.

                                            INVESTOR


                  ________________________________________________
                  Signature

                  ________________________________________________

                  Spouse's Signature (if applicable)

                  ________________________________________________
                  Address

                  ________________________________________________
                  City, State and Zip Code

                  ________________________________________________
                  Area Code and Telephone Number







                                      -13-
<PAGE>


                     PURCHASER REPRESENTATIVE QUESTIONNAIRE

         This Questionnaire is being furnished in connection with the proposed
offer and sale of the Securities to a number of qualified investors without
registration under the Securities Act of 1933 (the "Act") in reliance on an
exemptions pursuant to Section 4(2) of the Act.. The availability of such
exemption depends, in part, on a determination that each purchaser does not
require the protection that would be afforded by registration of the Securities
under the Act.

         The information supplied in response to this Questionnaire will be used
in determining whether the representatives of certain purchasers of the
Securities meet certain requirements established by the Company; such
information will be kept confidential and will not be disclosed except to the
Officers of the Company and its counsel and, if HOWEVER, THE NAMES AND ADDRESSES
OF ALL PURCHASER REPRESENTATIVES SHALL BE DISCLOSED TO THE SECURITIES AND
EXCHANGE COMMISSION AS REQUIRED BY THE SECURITIES AND EXCHANGE COMMISSION.

         Terms used herein and not defined herein have the meanings attributed
to them by the Securities Act of 1933, as amended.

1.       Full name of Purchaser Representative:

         ________________________________________________

2.       Full address of Purchaser Representative:

         ________________________________________________

3.       Full name(s) of Purchaser(s):

         ________________________________________________

4.       Is the Purchaser Representative an affiliate, director, officer, or
         other employee of the Company or the beneficial owner of 10% or more of
         any class or equity securities or 10% or more of any equity interest in
         such Company? ("Affiliate" of a person means a person that directly or
         indirectly through one or more intermediaries, controls, or is
         controlled by, or is under common control with such person.)

                           [   ] Yes                 [   ] No

         If, "Yes," please explain:

         ________________________________________________

         ________________________________________________


5.       Is the Purchaser related to the Purchaser Representative by blood,
         marriage or adoption, no more remotely than as first cousin?

                           [   ] Yes                 [   ] No

         If, "Yes," please explain:

         ________________________________________________

         ________________________________________________



                                      -14-
<PAGE>


6.       What is the business of the Purchaser Representative?

         _______________________________________________________________________

         _______________________________________________________________________

         _______________________________________________________________________



7.       Has the Purchaser Representative ever acted in such capacity for other
         persons prior to this time?

         _______________________________________________________________________

         _______________________________________________________________________

         _______________________________________________________________________


8.       What is the educational background of the Purchaser Representative or
         its agent?

         _______________________________________________________________________

         _______________________________________________________________________

         _______________________________________________________________________



9.       Has the Purchaser Representative participated previously either as an
         investor or as a person giving advice with respect to private
         placements of securities?

         _______________________________________________________________________

         _______________________________________________________________________

         _______________________________________________________________________



10.      Has an order of censure ever been issued from the Securities and
         Exchange Commission against the Purchaser Representative relating to
         such Purchaser Representative's failure to properly fulfill its duties
         under the securities laws.

                           [   ] Yes                 [   ] No

         If, "Yes," please explain:

         _______________________________________________________________________

         _______________________________________________________________________



                                      -15-
<PAGE>



11.      Has the Purchaser Representative ever been a defendant in a lawsuit in
         which it was alleged that such Purchaser Representative or its agents
         had failed to properly fulfill its (their) duty(ies) under the
         securities laws?

                           [   ] Yes                 [   ] No

         If, "Yes," please explain:

         _______________________________________________________________________

         _______________________________________________________________________


12.      Are there any material relationships, during the past two years,
         presently existing or understood to be contemplated in the future
         between the Purchaser Representative or its affiliates and the Company
         and its Officers or Directors or their affiliates? ("Material" means
         any relationship that a reasonable investor might consider important in
         making of the decision whether to acknowledge a person as his Purchaser
         Representative.)

                           [   ] Yes                 [   ] No

         If, "Yes," please explain:

         _______________________________________________________________________

         _______________________________________________________________________



13.      Has any compensation been received or will any compensation be received
         as a result of the relationships referred to in question 12?

                           [   ] Yes                 [   ] No

         If, "Yes," please explain:

         _______________________________________________________________________

         _______________________________________________________________________



         The above information is supplied by the undersigned solely for use in
determining the undersigned's eligibility to act as a Purchaser Representative
in connection with the sale referred to herein. Such information is correct to
the best of the undersigned's knowledge, information and belief. The undersigned
will promptly notify the Company and the Purchaser if prior to the consummation
of such sale if such information becomes inaccurate or incomplete.

         The Purchaser Representative hereby affirmatively represents that he
has such knowledge and experience in financial and business matters that he,
either alone, or together with the Purchaser, is capable of evaluating the
merits and risks of the investment contemplated hereby.



                                      -16-
<PAGE>


         The undersigned Purchaser Representative hereby certifies to the
Purchaser that, other than as described above, there is no material relationship
between the undersigned or his affiliates and the Company or its Officers and
Directors that is mutually understood to be contemplated or that has existed at
any time during the previous two years, and that no compensation has or will be
received from the Company.

         The undersigned certifies to the best of his knowledge and belief that
the information set forth in this statement is true, complete and correct.

         Dated this         day of                   , ___________.



                                          ______________________________________
                                          Signature of Purchaser Representative

                          ACKNOWLEDGMENT OF PURCHASER:

         The undersigned Purchaser hereby confirms that he has read the
information disclosed by the Purchaser Representative in response to the
foregoing Questionnaire and does hereby acknowledge in writing said Purchaser
Representative to be his Purchaser Representative in connection with his
purchase of the stock.

         Dated this         day of                   , ________.




                                            ____________________________________
                                            Signature of Subscriber








                                      -17-
<PAGE>