BIG SMITH BRANDS, INC.

                             SUBSCRIPTION AGREEMENT

         SUBSCRIPTION  AGREEMENT  made as of this day of May,  1998  between Big
Smith Brands,  Inc., a Delaware  corporation (the "Company") and the undersigned
(the "Subscriber").

         WHEREAS, the Company desires to issue no less than 5 and up to 10 Units
("Units" ) for $100,000  per Unit on the terms and  conditions  hereinafter  set
forth and the  Subscriber  desires to acquire the Units in a private  placement,
each Unit  consisting of $100,000  principal  amount of 12% Notes of the Company
(the "Notes") in the form attached hereto as Exhibit A, and warrants to purchase
10,000 shares of Common Stock,  $.01 par value per share (the "Common Stock") of
the Company at an exercise price of $1.30 per share (the "Warrants") in the form
attached hereto as Exhibit B;

         NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as follows:

         I. SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER

         1.1  Subject to the terms and  conditions  hereinafter  set forth,  the
Subscriber  hereby  subscribes for and agrees to purchase from the Company Units
for a price equal to $100,000 per Unit and the Company agrees to sell such Units
to the  Subscriber  for said purchase  price.  The purchase  price is payable by
certified or bank check or wire transfer  payable to  _______________  as Escrow
Agent [the Company],  contemporaneously  with the execution and delivery of this
Subscription Agreement.

         1.2 The  Subscriber  recognizes  that the purchase of Units  involves a
high degree of risk in that (i) the Company has had substantial losses in recent
periods and  requires  substantial  funds in  addition  to the  proceeds of this
private  placement;  (ii) an investment in the Company is highly speculative and
only  investors  who can  afford  the loss of  their  entire  investment  should
consider  investing  in the  Company;  (iii) the  Subscriber  may not be able to
liquidate  this  investment;  (iv)  transferability  of the  Units is  extremely
limited;  and (v) in the event of a disposition,  a Subscriber could sustain the
loss of the Subscriber's entire investment.

         1.3 The  Subscriber  represents  that the  Subscriber is an "accredited
investor" as such term in defined in Rule 501 of Regulation D promulgated  under
the United States  Securities Act of 1933, as amended (the "Act")  qualifying as
such on the basis set forth in the executed Investor  Questionnaire  provided by
the Subscriber to the Company  concurrently  herewith and that the Subscriber is
able to bear the economic risk of an investment in the Units.

         1.4  The  Subscriber   acknowledges   that  the  Subscriber  has  prior
investment  experience,  including  investment in non-listed and  non-registered
securities  and to evaluate  the merits and risks of such an  investment  on the
Subscriber's  behalf, and that the Subscriber  recognizes the highly speculative
nature of this investment. The Subscriber or the Subscriber's purchaser

<PAGE>

representative  has  such  knowledge  and  experience  in  finance,  securities,
investments and other business matters so as to be able to protect the interests
of the  Subscriber in connection  with this  transaction,  and the  Subscriber's
investment  in the  Company  hereunder  is not  material  when  compared  to the
Subscriber's total financial  capacity.  The Subscriber  understands the various
risks of an investment in the Company as proposed  herein and can afford to bear
such  risks,  including,  without  limitation,  the risks of losing  the  entire
investment.

         1.5 The Subscriber represents that the Subscriber has been furnished by
the Company during the course of this transaction with all information regarding
the Company  which the  Subscriber  had  requested or desired to know;  that all
documents  which could be reasonably  provided have been made  available for the
Subscriber's  inspection  and review;  and that such  information  and documents
have, in the Subscriber's opinion,  afforded the Subscriber with all of the same
information  that would be provided the Subscriber in a  registration  statement
filed under the Act; that the  Subscriber  has been afforded the  opportunity to
ask  questions  of and receive  answers from duly  authorized  officers or other
representatives  of the  Company  concerning  the  terms and  conditions  of the
offering, and any additional information which the Subscriber had requested.

         1.6 The Subscriber hereby  acknowledges that this offering of Units has
not been  reviewed  by the United  States  Securities  and  Exchange  Commission
("SEC") because of the Company's  representations  that this is intended to be a
nonpublic  offering pursuant to Sections 4(2) or 3(b) of the Act. The Subscriber
represents  that  the  Units  are  being  purchased  for  his own  account,  for
investment and not for distribution or resale to others.  The Subscriber  agrees
that he will not sell or  otherwise  transfer  such  securities  unless they are
registered  under the Act or  unless an  exemption  from  such  registration  is
available.

         1.7 The Subscriber  understands that the Units have not been registered
under Act by reason of a claimed exemption under the provisions of the Act which
depends,  in part, upon his investment  intention and other  representations and
warranties set forth herein. In this connection, the Subscriber understands that
it is the position of the SEC that the statutory  basis for such exemption would
not be present if his representation merely meant that his present intention was
to hold such securities for a short period,  such as the capital gains period of
tax statutes,  for a deferred  sale,  for a market rise,  assuming that a market
develops,  or for any other fixed period.  The Subscriber  realizes that, in the
view of the SEC,  a  purchase  now with an intent to resell  would  represent  a
purchase with an intent inconsistent with his representation to the Company, and
the SEC might regard such a sale or disposition as a deferred sale to which such
exemptions are not available.

         1.8 The Subscriber  understands  that there is no public market for the
Units. The Subscriber  understands that even if a public market develops for the
Common Stock, Rule 144 (the "Rule")  promulgated  under the Act requires,  among
other  conditions,  a one year  holding  period  prior to the resale (in limited
amounts) of  securities  acquired in a  non-public  offering  without  having to
satisfy the registration  requirements under the Act. The Subscriber understands
and hereby  acknowledges that the Company is under no obligation to register the
securities comprising the Units under the Act, except as provided in Paragraph 4
hereof. The Subscriber consents that the Company may, if it desires,  permit the
transfer of the securities comprising the


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<PAGE>



Units out of his name only when his request for  transfer is  accompanied  by an
opinion of counsel reasonably  satisfactory to the Company that neither the sale
nor the proposed  transfer  results in a violation of the Act or any  applicable
state "blue sky" laws (collectively "Securities Laws"). The Subscriber agrees to
hold the Company and its directors,  officers and controlling  persons and their
respective  heirs,  representatives,  successors  and  assigns  harmless  and to
indemnify them against all liabilities, costs and expenses incurred by them as a
result  of any  misrepresentation  made by him  contained  herein or any sale or
distribution by the undersigned Subscriber in violation of any Securities Laws.

         1.9  The  Subscriber  consents  to the  placement  of a  legend  on any
certificate  or other  document  evidencing the Units stating that they have not
been registered under the Act and setting forth or referring to the restrictions
on transferability and sale thereof.

         1.10 The Subscriber  hereby  represents  that the address of Subscriber
furnished by him at the end of this Subscription  Agreement is the undersigned's
principal  residence if he is an individual or its principal business address if
it is a corporation or other entity.

         1.11  The  Subscriber  hereby  represents  that no  representations  or
warranties  have  been  made to the  Subscriber  by the  Company  or any  agent,
employee or affiliate of the Company and in entering into this transaction,  the
Subscriber is not relying on any information,  other than that contained in this
Agreement and the results of independent investigation by the Subscriber.

         In furtherance of the foregoing and not by way of limitation,  it never
has been represented,  guaranteed or warranted by any broker, the Company,  D.H.
Cromwell  Investments,  Inc.,  any of  the  officers,  directors,  stockholders,
partners, employees or agents of either, or any other persons, whether expressly
or by  implication,  that:  (i) the Company or the  Subscriber  will realize any
given  percentage of profits and/or amount or type of  consideration,  profit or
loss as a result of the Company's  activities or the Subscriber's  investment in
the Company; or (ii) the past performance or experience of the management of the
Company,  or of any  other  person,  will in any way  indicate  the  predictable
results of the ownership of the securities or of the Company's activities.

         1.12 If a natural person, the Subscriber is a bona fide resident of the
State contained in the address set forth on the signature page of this Agreement
as the  under-signed's  home  address;  at least 21  years of age;  and  legally
competent to execute this Subscription  Agreement. If an entity, the undersigned
is duly authorized to execute this Agreement and this Agreement  constitutes the
legal, valid and binding obligation of the undersigned  enforceable  against the
undersigned in accordance with its terms.

         1.13 The undersigned will acquire the Securities for the  undersigned's
own account (or for the joint account of the undersigned  and the  undersigned's
spouse  either in joint  tenancy,  tenancy by the entirety or tenancy in common)
for  investment and not with a view to the sale or  distribution  thereof or the
granting  of  any  participation  therein,  and  has  no  present  intention  of
distributing  or  selling  to  others  any of  such  interest  or  granting  any
participation therein.

         1.14 No oral or  written  representations  have been made other than as
stated in this Agreement,  and no oral or written  information  furnished to the
Subscriber or the Subscriber's



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<PAGE>



advisor(s) in connection  with this offering were in any way  inconsistent  with
the information stated herein.

         1.15 The  Subscriber  is not  subscribing  for  Units as a result of or
subsequent  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, or any solicitation
of a  subscription  by a person  other than a  representative  of D.L.  Cromwell
Investments,  Inc. or the Company with which the  undersigned had a pre-existing
relationship in connection with investments in securities generally.

         1.16 The  Subscriber  is not relying on the Company with respect to the
tax and other economic considerations of an investment.

         1.17 The  Subscriber  has  received  and  carefully  read copies of the
Company's  Annual  Report on Form 10-KSB for the period ended  December 31, 1997
and the Quarterly Report on Form 10-QSB for the period ended March 31, 1998. The
Subscriber has had the  opportunity to ask questions  about the contents of such
reports and is satisfied as to the responses of the Company.

         1.18 Without limiting any of the Subscriber's other representations and
warranties  hereunder,  the Subscriber  acknowledges  that the  undersigned  has
reviewed and is aware of the risk  factors  described  in the  Company's  annual
report on Form  10-KSB  for the  fiscal  year ended  December  31,  1997 and the
Company's other periodic reports filed with the SEC from time to time.

         1.19 The Subscriber  acknowledges that the representations,  warranties
and  agreements  made by the  Subscriber  herein shall survive the execution and
delivery of this Agreement and the purchase of the Units.

         1.20 The  Subscriber  has  consulted his own  financial,  legal and tax
advisors  with  respect  to the  economic,  legal  and  tax  consequences  of an
investment  in the  Units  and has not  relied  on the  Company,  its  officers,
directors or professional advisors for advice as to such consequences.

                  II.      REPRESENTATIONS BY THE COMPANY

         The Company represents and warrants to the Subscriber that prior to the
consummation of this offering and at the Closing Date:

         (a) The Company is a corporation  duly organized and existing under the
laws of the  State  of  Delaware  and has the  corporate  power to  conduct  the
business which it conducts and proposes to conduct. Upon the payment of past due
franchise  taxes upon the closing of this offering,  the Company will be in good
standing in the State of Delaware

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<PAGE>


         (b) The  execution,  delivery  and  performance  of  this  Subscription
Agreement by the Company will have been duly  approved by the Board of Directors
of the Company and all other actions  required to authorize and effect the offer
and sale of the Units will have been duly taken and approved.

         (c) The  Notes and  Warrants  comprising  the Units  have been duly and
validly  authorized  and when issued and paid for in  accordance  with the terms
hereof,  will be valid and binding  obligations  of the Company  enforceable  in
accordance with their respective terms.

         (d) Except as disclosed in its public filings,  the Company knows of no
pending or threatened legal or governmental  proceedings to which the Company is
a  party  which  could  materially  adversely  affect  the  business,  property,
financial condition or operations of the Company.

         III. TERMS OF SUBSCRIPTION

         3.1 The  subscription  period  will  begin as of May 18,  1998 and will
terminate  at 11:59 PM Eastern  time on May 31,  1998 , unless  extended  by the
Company for an additional 15 days (the "Termination  Date").  Five Units will be
offered on a "best  efforts-all or none" basis and the remaining five Units will
be offered on a "best efforts" basis.

         3.2 Placement of the Units will be made by D.L.  Cromwell  Investments,
Inc.,  which will  receive a placement  fee of 5% of the  purchase  price of the
Units placed.

         3.3.  Pending the sale of the Units,  all funds paid hereunder shall be
deposited  by the  Company in escrow at [escrow  agent].  If the Company has not
obtained  subscriptions  for at least five Units  ($500,000) by the  Termination
Date, then this  subscription  shall be void and all funds paid hereunder by the
Subscriber, without interest, shall be promptly returned to the Subscriber.

         IV. REGISTRATION RIGHTS

         4.1.  Commencing  April 1, 1998 through May 31, 2001, the Company shall
advise the holder of the Warrants or its transferee (the "Holder"),  whether the
Holder holds the Warrants or has  exercised the Warrants and holds Common Stock,
by written  notice at least 30 days prior to the filing of any new  registration
statement  or  post-effective  amendment  thereto  under  the Act  covering  any
securities  of the  Company,  for its own  account or for the  account of others
(other than a registration  statement on Form S-4 or S-8 or any successor  forms
thereto),  and will for a period  of one  year  from the  effective  date of the
Registration  Statement,  upon the  request of the  Holder,  include in any such
registration  statement,  such information as may be required to permit a public
offering of the Warrants or the Common Stock  issuable  upon the exercise of the
Warrants (the "Registrable  Securities").  The Company shall supply prospectuses
and such  other  documents  as the  Holder  may  reasonably  request in order to
facilitate the public sale or other  disposition of the Registrable  Securities,
use its best efforts to register and qualify any of the  Registrable  Securities
for sale in such states as such Holder reasonably  designates  provided that the
Company shall not be required to qualify as a foreign corporation or a dealer in
securities  or  execute  a  general   consent  to  service  of  process  in  any
jurisdiction in any action and do any and


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<PAGE>


all other acts and things  which may be  reasonably  necessary  or  desirable to
enable such Holders to consummate  the public sale or other  disposition  of the
Registrable  Securities,  and furnish  indemnification in the manner provided in
paragraph 4.2 hereof. The Holder shall furnish  information and  indemnification
as set forth in  paragraph  4.2  except  that the  maximum  amount  which may be
recovered from the Holder shall be limited to the amount of proceeds received by
the Holder from the sale of the  Registrable  Securities.  The Company shall use
its reasonable  efforts to cause the managing  underwriter or  underwriters of a
proposed underwritten  offering to permit the holders of Registrable  Securities
requested to be included in the  registration to include such securities in such
underwritten offering on the same terms and conditions as any similar securities
of the  Company  included  therein,  including  but  limited  to  executing  the
underwriting  agreement and providing  reasonable and customary  representations
and indemnification.  Notwithstanding the foregoing, if the managing underwriter
or underwriters of such offering  advises the holders of Registrable  Securities
that the total  amount of  securities  which  they  intend  to  include  in such
offering  is such as to  materially  and  adversely  affect the  success of such
offering,  then the amount of  securities  to be  offered  for the  accounts  of
holders of Registrable  Securities shall be eliminated,  reduced,  or limited to
the extent  necessary to reduce the total amount of securities to be included in
such offering to the amount, if any, recommended by such managing underwriter or
underwriters   (any  such  reduction  or  limitation  in  the  total  amount  of
Registrable  Securities  to be  included  in such  offering  to be  borne by the
holders of Registrable Securities proposed to be included therein pro rata). The
Holder will pay its own legal fees and expenses and any  underwriting  discounts
and  commissions  on the  securities  sold  by  such  Holder  and  shall  not be
responsible for any other expenses of such registration.

         4.2. (a) Whenever  pursuant to paragraph 4.1 a  registration  statement
relating  to the  Registrable  Securities,  is filed  under the Act,  amended or
supplemented,  the Company will  indemnify  and hold harmless each holder of the
securities  covered by such  registration  statement,  amendment,  or supplement
(such holder  being  hereinafter  called the  "Distributing  Holder"),  and each
person,  if any, who controls  (within the meaning of the Act) the  Distributing
Holder, and each underwriter  (within the meaning of the Act) of such securities
and each person,  if any, who controls  (within the meaning of the Act) any such
underwriter,  against any losses,  claims,  damages,  or  liabilities,  joint or
several,  to which the Distributing  Holder,  any such controlling person or any
such underwriter may become subject, under the Act or otherwise, insofar as such
losses,  claims,  damages,  or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or alleged untrue statement of any
material fact contained in any such  registration  statement or any  preliminary
prospectus or final  prospectus  constituting a part thereof or any amendment or
supplement  thereto,  or arise out of or are based  upon the  omission  to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein not misleading;  and will reimburse the Distributing  Holder
and each such controlling person and underwriter for any legal or other expenses
reasonably  incurred by the Distributing  Holder or such  controlling  person or
underwriter in connection with  investigating or defending any such loss, 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,  or
liability  arises out of or is based upon an untrue  statement or alleged untrue
statement or omission or alleged omission made in said  registration  statement,
said  preliminary  prospectus,  said  final  prospectus,  or said  amendment  or
supplement in reliance upon and in conformity with written information furnished
by such Distributing  Holder or any other  Distributing  Holder,  for use in the
preparation thereof.

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<PAGE>


         (b) The  Distributing  Holder  will  indemnify  and hold  harmless  the
Company,  each of its  directors,  each of its  officers  who have  signed  said
registration statement and such amendments and supplements thereto, each person,
if any,  who  controls  the Company  (within the meaning of the Act) against any
losses, claims, damages, or liabilities, joint and several, to which the Company
or any such director,  officer, or controlling person may become subject,  under
the Act or otherwise,  insofar as such losses,  claims,  damages, or liabilities
arise out of or are based  upon any untrue or alleged  untrue  statement  of any
material  fact  contained  in  said  registration  statement,  said  preliminary
prospectus, said final prospectus, or said amendment or supplement, or arise out
of or are based upon the  omission  or the alleged  omission to state  therein a
material fact required to be stated  therein or necessary to make the statements
therein not misleading,  in each case to the extent, but only to the extent that
such  untrue  statement  or alleged  untrue  statement  or  omission  or alleged
omission was made in said registration  statement,  said preliminary prospectus,
said final  prospectus,  or said amendment or supplement in reliance upon and in
conformity with written  information  furnished by such Distributing  Holder for
use in the  preparation  thereof;  and will  reimburse  the  Company or any such
director,  officer,  or  controlling  person  for any  legal or  other  expenses
reasonably  incurred by them in connection with  investigating  or defending any
such loss, claim, damage, liability, or action.

         (c) Promptly after receipt by an indemnified party under this paragraph
4.2 of notice of the commencement of any action, such indemnified party will, if
a claim in respect thereof is to be made against any  indemnifying  party,  give
the indemnifying party notice of the commencement  thereof;  but the omission so
to notify the indemnifying party will not relieve it from any liability which it
may have to any indemnified party otherwise than under this Paragraph 4.2.

         In case any such action is brought against any indemnified  party,  and
it notifies an indemnifying party of the commencement  thereof, the indemnifying
party will be entitled to  participate  in, and, to the extent that it may wish,
jointly with any other  indemnifying  party  similarly  notified,  to assume the
defense thereof, with counsel reasonably satisfactory to such indemnified party,
and after notice from the indemnifying  party to such  indemnified  party of its
election so to assume the defense thereof,  the  indemnifying  party will not be
liable to such indemnified party under this paragraph 4.2 for any legal or other
expenses  subsequently incurred by such indemnified party in connection with the
defense thereof.

         V.       MISCELLANEOUS

         5.1 Any notice or other  communication  given hereunder shall be deemed
sufficient  if in writing  and sent by  registered  or  certified  mail,  return
receipt requested,  addressed to the Company, at 7100 W. Camino Real, Suite 402,
Boca Raton,  Florida  33433,  Attention:  President and to the Subscriber at his
address indicated on the last page of this Subscription Agreement. Notices shall
be deemed to have been given on the date of mailing, except notices of change of
address, which shall be deemed to have been given when received.

         5.2 This  Subscription  Agreement  shall not be  changed,  modified  or
amended  except  by a writing  signed by the  parties  to be  charged,  and this
Subscription Agreement may not be

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<PAGE>


discharged  except by performance  in accordance  with its terms or by a writing
signed by the party to be charged.

         5.3 This Subscription  Agreement shall be binding upon and inure to the
benefit  of  the  parties   hereto  and  to  their   respective   heirs,   legal
representatives,  successors and assigns. This Subscription Agreement sets forth
the entire  agreement  and  understanding  between the parties as to the subject
matter thereof and merges and supersedes all prior  discussions,  agreements and
understandings of any and every nature among them.

         5.4 Notwithstanding the place where this Subscription  Agreement may be
executed by any of the parties hereto,  the parties expressly agree that all the
terms and provisions  hereof shall be construed in accordance  with and governed
by the laws of the State of Florida.

         5.5 This Subscription  Agreement may be executed in counterparts.  Upon
the execution  and delivery of this  Subscription  Agreement by the  Subscriber,
this Subscription  Agreement shall become a binding obligation of the Subscriber
with respect to the purchase of Units as herein provided;  subject,  however, to
the right hereby  reserved to the Company to enter into the same agreements with
other subscribers and to add and/or to delete other persons as subscribers.

         5.6 The holding of any provision of this  Subscription  Agreement to be
invalid or unenforceable by a court of competent  jurisdiction  shall not affect
any other provision of this Subscription  Agreement,  which shall remain in full
force and effect.

         5.7 It is  agreed  that a waiver  by  either  party of a breach  of any
provision of this Subscription Agreement shall not operate, or be construed,  as
a waiver of any subsequent breach by that same party.

         5.8  The  parties  agree  to  execute  and  deliver  all  such  further
documents,  agreements and instruments and take such other and further action as
may be  necessary  or  appropriate  to carry out the purposes and intent of this
Subscription Agreement.

         V.       BLUE SKY LEGENDS

         Connecticut

         The  undersigned   acknowledges  that  the  Securities  have  not  been
registered under the Connecticut  Uniform Securities Act, as amended (the "Act")
and are subject to restrictions on transferability and sale of securities as set
forth herein.  The  undersigned  hereby agrees that such  Securities will not be
transferred or sold without registration under the Act or exemption therefrom.

         Missouri

         The  undersigned   acknowledges  that  the  Securities  have  not  been
registered under the Missouri Uniform Securities Act, as amended (the "Act") and
are subject to  restrictions  on  transferability  and sale of securities as set
forth herein.  The undersigned  hereby  acknowledges


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<PAGE>


that such  Securities may be disposed of only through a licensed  broker-dealer.
It is a felony to sell securities in violation of the Missouri Securities Act.

         Pennsylvania

         The undersigned hereby acknowledges that the Issuer is relying upon the
exemption  from  registration  of securities  set forth in Section 203(d) of the
Pennsylvania  Securities  Act of 1972,  as amended (the  "Pennsylvania  Act") in
connection with the sale of the Securities to the undersigned.

         In  accordance   with  the   requirements  of  Section  203(d)  of  the
Pennsylvania  Act,  the  undersigned  hereby  agrees not to sell his  Securities
within twelve (12) months from the date of purchase  except  pursuant to Section
204.01 of the Blue Sky Regulations of the  Pennsylvania  Securities Act of 1972.
Additionally,  the undersigned is aware of the right of withdrawal under Section
207(m) of the Act described in the cover pages of the Memorandum.

                  Texas

         The undersigned hereby  acknowledges that the Securities cannot be sold
unless they are  subsequently  registered  under the  Securities Act of 1933, as
amended,  and the Texas  Securities  Act, or an exemption from  registration  is
available.  The undersigned further acknowledges that because the Securities are
not readily  transferable,  he must bear the economic risk of his investment for
an indefinite period of time.


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<PAGE>



                  IN  WITNESS   WHEREOF,   the  parties   have   executed   this
Subscription Agreement as of the day and year first written above.

------------------------------                       ---------------------------
Signature of Subscriber(s)


------------------------------                       ---------------------------
Name of Subscriber(s)
  [please print]


------------------------------                       ---------------------------
Address of Subscriber(s)


------------------------------                       ---------------------------
Social Security or Taxpayer
Identification Number of Subscriber(s)

         Subscription Accepted:

         BIG SMITH BRANDS, INC.


         By:      ______________________________
                  Name:
                  Title:

                  Date:  ____________________




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                             BIG SMITH BRANDS, INC.

                             INVESTOR QUESTIONNAIRE

Purpose of this Questionnaire

         The Units are being offered without  registration  under the Securities
Act of 1933, as amended (the "1933 Act"),  or the securities  laws of any state,
in reliance on the exemptions  contained in Rule 506 of Regulation D promulgated
under the  Securities  Act of 1933,  as amended.  The Company may be required to
determine  that an  individual,  or an  individual  together  with a  "purchaser
representative"  or each  individual  equity owner of an investing  entity meets
certain suitability  requirements before selling the Units to such individual or
entity.  You understand that the Company will rely on the following  information
for purposes of such  determination,  and that the Units will not be  registered
under the 1933 Act in reliance on an exemption from registration  provided under
Section  4(2) under the 1933 Act.  THE COMPANY  MAY, AT ITS  ELECTION,  NOT SELL
UNITS TO A SUBSCRIBER WHO HAS NOT THOROUGHLY FILLED OUT A QUESTIONNAIRE.  IN THE
CASE OF AN INVESTOR THAT IS A PARTNERSHIP,  TRUST, OR  CORPORATION,  EACH EQUITY
OWNER MUST COMPLETE A QUESTIONNAIRE.  This  Questionnaire does not constitute an
offer  to sell or a  solicitation  of an offer  to buy the  Units  or any  other
security.

Instructions

         One (1) copy of this Questionnaire should be completed,  signed, dated,
and  delivered to David  Davidson,  D.L.  Cromwell  Investments,  Inc.,  1200 N.
Federal  Highway,  Boca Raton,  Florida 33432 . Please contact Michael  Karsch--
telephone  (561)  394-8383--  if you  have any  questions  with  respect  to the
Questionnaire.

Please Answer All Questions

         If the  appropriate  answer is "None"  or "Not  Applicable,"  so state.
Please print or type your answers to all questions.  Attach additional sheets if
necessary to complete your answers to any item.

         Your answers will be kept strictly  confidential at all times; however,
the  Company  may  present  this  Questionnaire  to  such  parties  as it  deems
appropriate, including its counsel, in order to assure itself that the offer and
sale of the Units will not result in a violation of the registration  provisions
of the 1933 Act or a violation of the securities laws of any state and if called
on to establish  that the proposed offer and sale of the security is exempt from
registration  under the 1933 Act or meets the  requirements of applicable  state
securities laws.

(1)      Please provide the following personal information:


         Name:                               Age:        
              --------------------               --------



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<PAGE>



         Residence Address
         (including zip code):      ________________________

                                    ------------------------



         Telephone Numbers:         Residence:________________________

                                    Business: ________________________

(2)  Please  describe  your present or most recent  business or  occupation  and
     indicate such information as the nature of your  employment,  the principal
     business of your employer,  the principal  activities under your management
     or supervision, and the scope (e.g., dollar volume, industry rank, etc.) of
     such activities.


(3)  Please  provide  the  following   information   concerning  your  financial
     experience.

     3.1  Indicate  by  check  mark  which  of  the  following  categories  best
          describes  the  extent  of  your  prior  experience  in the  areas  of
          investment listed below:



                                  Substantial          Limited           No
                                   Experience         Experience     Experience


Marketable Securities

Equity Securities for which
no market exists

Limited Partnerships

Initial Public Offerings



     3.2  Indicate  by  check  mark  whether  or  not  you  maintain  any of the
          following types of accounts over which you, rather than a third party,
          exercise  investment  discretion,  and the  length  of time  you  have
          maintained each type of account.

          Securities (cash)     _______    _______    Number of years    ______

                                Yes        No

          Securities (margin)   _______    _______    Number of years    ______

                                Yes        No

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<PAGE>


(4)  Please answer the following questions concerning your financial condition:

     4.1  Does  your net  worth/1/(or  joint  net worth  with  your  spouse,  if
          greater) exceed $1,000,000?

                           Yes      _____                No       _____


     4.2  Did you have an  individual  income/2/  in excess of $200,000 or joint
          income together with your spouse in excess of $300,000 in each of 1996
          and 1997 and do you  reasonably  expect to reach the same income level
          in the current year?

                           Yes      _____                 No       _____

(5)  Check, if appropriate:




(7)  By signing this Questionnaire, I hereby confirm the following statements:

 .                 I am  aware  that  the  offering  of the  Units  will  involve
                  securities  for  which no  market  currently  exists,  thereby
                  requiring any  investment  to be maintained  for an indefinite
                  period  of  time,   and  I  have  no  need  to  liquidate  the
                  investment.

 .                 I  acknowledge  that any  delivery to me of any  documentation
                  relating  to  the  Units  prior  to the  determination  by the
                  Company of my  suitability as an investor shall not constitute
                  an offer of the Units until such  determination of suitability
                  shall be made,  and I agree that I shall  promptly  return all
                  such documentation to the Company upon request.

--------

/1/For purposes hereof, net worth shall be deemed to include all of your assets,
liquid or illiquid (including such items as home, furnishings,  automobile,  and
restricted  securities)  minus any  liabilities  (including  such  items as home
mortgages and other debts and liabilities).

/2/For  purposes  hereof,  the term  "income" is not limited to "adjusted  gross
income" as that term is defined  for  Federal  Income Tax  purposes,  but rather
includes certain items of income which are deducted in computing "adjusted gross
income."  For  investors  who are salaried  employees,  the gross salary of such
investor, minus any significant expenses personally incurred by such investor in
connection  with  earning  the  salary,  plus any income  from any other  source
including  unearned  income,  is a fair measure of "income" for purposes hereof.
For investors  who are  self-employed,  "income" is generally  construed to mean
total  revenues  received  during the calendar year minus  significant  expenses
incurred in connection with earning such revenues.



                                       13

<PAGE>


 .              I hereby  represent  and warrant that I have such  knowledge  and
               experience in financial and business matters that I am capable of
               evaluating the merits and risks of any prospective  investment in
               the Company.

 .              Neither  I nor  any of my  associates  or  affiliates:  (i) are a
               member  or a person  associated  with a member  firm of the NASD,
               (ii) own any stock or other  securities  of any NASD  member,  or
               (iii) made subordinated loans to any NASD member.

 .              My answers to the  foregoing  questions  are true and complete to
               the best of my information and belief, and I will promptly notify
               the Company of any changes in the information I have provided.

 .              I also  understand and agree that,  although the Company will use
               its best efforts to keep the  information  provided in answers to
               this Questionnaire strictly confidential, the Company may present
               this Questionnaire and the information  provided in answers to it
               to such  parties  as it may  deem  advisable  if  called  upon to
               establish the availability  under any federal or state securities
               laws of an exemption from  registration of the private  placement
               or if the  contents  thereof  are  relevant  to any  issue in any
               action, suit, or proceeding to which the Company is a party or by
               which it or they are or may be bound.

 .              I realize that this Questionnaire does not constitute an offer by
               the  Company  to sell  the  Units  but is  merely a  request  for
               information.



                                  -------------------------------------
                                  Printed Name



                                  -------------------------------------
                                  Signature


                                  -------------------------------------
                                  Social Security Number or
                                  Employee Identification Number
Date and Place Executed:

Date:                             
       -------------
Place:                            
       -------------



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