SUBSCRIPTION AGREEMENT



                                       AND

                       PROSPECTIVE PURCHASER QUESTIONNAIRE

                          CALLINGCARD INDUSTRIES, INC.




<PAGE>


                             SUBSCRIPTION AGREEMENT

TO: CALLINGCARD INDUSTRIES, INC., "The Company", Seller


All investors are subject to the provisions of the subscription agreement and
completion of the prospectus purchaser questionnaire which includes the amount
of shares purchased, the price of the shares, the provisions of receiving the
share certificate(s), and representations and warranties that the purchaser is a
qualified investor who must have a minimum net worth of $250,000 and annual
individual income of $100,000 for each of the two predecessor years or a
combined household income with spouse of $150,000 per year for the two
predecessor years, or other substantial "sophisticated" investor indicators. The
purchaser must complete a prospectus purchaser questionnaire and must comply
with the minimum income and net worth provisions to be a "qualified" investor.

1. The undersigned hereby subscribes for the purchase of common shares of stock,
@$1.00 per share, of Callingcard industries, Inc. (the "Company") in accordance
with the terms and conditions of this Agreement.

2. This subscription is one of a limited number of such subscriptions for common
shares of stock of the Company. The execution of this Agreement of the
undersigned shall constitute an offer by the undersigned to subscribe for common
shares of stock in the amount specified below. The Seller, Callingcard
industries, Inc., shall have the right (in its sole discretion) to reject such
offer for any reason whatsoever, or, by executing a copy of this Agreement, to
accept such offer. If such offer is accepted, Callingcard industries, Inc. will
return an executed copy of this Agreement to the undersigned, along with a valid
share certificate from the Company's transfer agent, National Stock Transfer,
Inc., 1512 South 1100 East, Salt Lake City, Utah 84105. If this subscription is
rejected or if the offering is not consummated for any reason, the undersigned's
subscription payment will be returned, uncashed, as soon as practicable
following termination of the offering or the date of rejection, as applicable.
It is understood that this subscription is not binding on Callingcard
industries, Inc. unless and until it is accepted by Callingcard industries,
Inc., as evidenced by its execution of this Subscription Agreement where
indicated below.

3. The undersigned hereby makes the following representations and warranties:


     a. The undersigned has been furnished with and has carefully reviewed the
registration statement and documents attached thereto.


     b. All information provided to the Callingcard industries, Inc., including
that in the Prospective Purchaser Questionnaire, is true and correct and
complete in all respects as of the date hereof.

     c. The undersigned is at least twenty-one (21) years of age and sufficient
legal capacity to execute this Agreement.

     d. The undersigned has sufficient knowledge and expertise in business, and
financial matters to evaluate the merits and risk of an investment.

     e. The  undersigned  is a qualified investor as that term is defined above.

     f. The undersigned has analyzed and reviewed the information contained in
the Company Prospectus contained in the SB-2 Registration Statement and has had
an opportunity to ask questions of and receive answers from the Company, or any
person or persons acting on its behalf, concerning the terms and conditions of
this investment, and all such questions have been answered to the full
satisfaction of the undersigned.


<PAGE>

     g. The undersigned has adequate means of providing for his current needs
and possible personal contingencies and has no need for liquidity in this
investment, and his overall commitment to investments which are not readily
marketable is not disproportionate to his net worth, and his investment in the
shares will not cause such overall commitment to become excessive.

     h. The undersigned understands that the common shares of stock have been
registered under the Securities Act of 1933, as amended (the "Act") pursuant to
the completion of an SB-2 Registration Statement, but not with any state.

     i. The undersigned is acquiring the common shares of stock for his own
account for investment purposes only and is not purchasing the subject shares
for an undisclosed third party.

     j. If the undersigned is a corporation, partnership, trust, or other
entity, it represents:

                   (i) It is duly organized, validly existing, and in good
         standing under the laws of the United States of America, or elsewhere,
         and has all of the requisite power and authority to invest in the
         shares as provided herein.

                   (ii) Such investment does not result in any violation of, or
         conflict with, any term of the charter or bylaws of the undersigned or
         any instrument to which it is bound or any law or regulation applicable
         to it.

                   (iii) Such investment has been duly authorized by all the
         necessary action on behalf of the undersigned.

                   (iv) This Agreement has been duly executed and delivered on
         behalf of the undersigned and constitutes a legal, valid and binding
         agreement of the undersigned.

     The foregoing representations and warranties shall be true and accurate as
of the date hereof and as of the date of delivery of the purchase price to
Callingcard industries, Inc., and shall survive such delivery period.

4. Miscellaneous

     a. This Agreement, any amendments or replacements hereof, and the legality,
validity, and performance of the terms hereof, shall be governed by, and
enforced, determined and construed in accordance with, the laws of the State of
Nevada applicable to contracts, transactions and obligations entered into and to
be performed in such State.

     b. This Agreement contains the entire agreement between the parties. The
provisions of this Agreement may not be modified or waived except in writing.

     c. This Agreement and the rights, powers and duties set forth herein shall,
except as set forth herein, bind and inure to the benefit of the heirs,
executors, administrators, legal representatives, successors and assignes of the
parties hereto. The undersigned may not assign any of his rights or interests in
and under this Agreement without the prior written consent of the Callingcard
industries, Inc., and any attempted assignment without such consent shall be
void and without effect.

<PAGE>

     d. It is understood that this Subscription is offered on a subject top
prior sale basis and is not binding on Callingcard industries, Inc. until the
Company accepts it, which acceptance is at the sole discretion of Company, by
executing this Subscription Agreement where indicated.

5. Subscription. The undersigned hereby subscribes for the purchase of common
shares of stock of Callingcard industries, Inc. and encloses payment in the
amount of  ($1.00 per share) payable Callingcard industries, Inc., Special
Account"

                                TYPE OF OWNERSHIP

                                ______ Individual

                                ______ Joint Tenants with Right of Survivorship

                                ______ Tenants in Common

                                ______ Community Property

                                ______ Other


Executed this ______ day of________________, 2002, at _________________________


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


__________________________________________________
Print Name


__________________________________________________
 Signature of Investor


__________________________________________________
 Social Security or other identification number

If the Investor has indicated that the shares will be held as joint tenants,
tenants in common or as community property, please complete the following:


__________________________________________________
Print Name of Spouse or Other Investor


__________________________________________________
 Signature of Spouse or Other Investor


__________________________________________________
Social Security or other identification number

<PAGE>

If the Investor is a partnership, corporation or trust, complete the following:





__________________________________________________
Name of Partnership, Corporation or Trust

(affix seal, if any)


By:_______________________________________________



__________________________________________________
Print Name of Individual Signing



__________________________________________________
Capacity of Individual Signing




Accepted:


 Callingcard industries, Inc.


By:_______________________________________________



Title:____________________________________________



__________________________________________________
Date of Acceptance





<PAGE>



                       PROSPECTIVE PURCHASER QUESTIONNAIRE

TO: CALLINGCARD INDUSTRIES, INC.


To Whom It May Concern:

The information contained herein is being furnished to you in order for you to
determine whether the undersigned may purchase common shares of stock of
Callingcard industries, Inc., pursuant to an SB-2 Registration Statement, from
the Company. The undersigned herein states that he (she) is a qualified investor
and has knowledge and experience in financial and business matters and is
capable of evaluating the merits and risks of the proposed investment.

The undersigned further represents that (i) the information contained herein is
complete and accurate and may be relied upon by you and (ii) the undersigned
will notify you immediately of any material change in any of such information
occurring prior to the purchase of the subject common shares of stock.

The undersigned understands and agrees that this questionnaire will be kept
strictly confidential.

In accordance with the foregoing, the following representations and information
are hereby made and furnished by:




__________________________________________________
Print Name of Prospective Purchaser

__________________________________________________
Signature of Prospective Purchaser










<PAGE>


INSTRUCTIONS: Please answer all questions. If the answer to any questions is
"None" or "Not Applicable," please so state.


 1 Full Name _______________________________________

    Social Security Number ____________________________

    Age ________

    Occupation _____________________________________

    Citizenship___________________  Number of Dependents ___________

 Residential Address:

__________________________________________________


__________________________________________________



       Please indicate your preferred mailing address:

       (  ) Residential (  ) Business

2.   Was your income (from all sources) for each of the two latest complete
     calendar years more than (check one):

   ______$ 30,000     _____$ 50,000      _____$100,000        _____$150,000
   ______$200,000     _____$250,000     _____$300,000       _____$350,000

     (a) What percentage of your income as shown above was derived from sources
other than salary?

         _____________________%

     (b) Approximately what percentage of your income as shown above remained
after payment of Federal, state and local taxes, and after payment of all
ordinary and necessary living expenses?

         _____________________%

    (c) Does the above income represent your joint income with your spouse?

          Yes _______    No _______

3. Is your income from all sources anticipated for the current tax year in
excess of (check one):

   ______$ 30,000     _____$ 50,000     _____$100,000       _____$150,000
   ______$200,000     _____$250,000     _____$300,000       _____$350,000


     (a) Does the above income represent your joint income with your spouse?

          Yes _______    No _______


<PAGE>


4. Is your net worth as of the date hereof in excess of (check one):


   ______$ 30,000     _____$ 50,000     _____$100,000       _____$150,000
   ______$200,000     _____$250,000     _____$300,000       _____$350,000

     (a)  What percentage of your net worth as shown above is invested in
          restricted securities or investments in marketable securities (stock.
          bonds, debentures, or notes)?

        Restrictive securities     _______________%

        Marketable securities    _______________%

                                                                            %

     (b)  Do these net worth representations include your spouse's assets and
          liabilities?

          Yes _______    No _______

     (c)    What percentage of your net worth as shown above constitutes home,
            furnishings, and automobiles? _____________%


     (d)    What percentage of your net worth as shown above constitutes liquid
            assets (cash or assets readily convertible to cash)? _____________%

5.   For investors other than natural persons:

     (a)  Type of entity.  Corporation _______ Trust _______ Partnership _______
           Other (specify) ___________________

     (b)  Date or organization: ____________________

     (c)  Number of equity owners (stockholders, partners, beneficiaries, etc.):

     (d)    Was the entity formed for the primary purpose of investing in direct
            participation programs or other passive investments?

          Yes _______    No _______

6.   Please supply the following information with respect to the bank (or banks)
     at which you maintain a regular checking account:

    Name of Bank:_____________________________

    Address:__________________________________

    Telephone:________________________________

    Contact:__________________________________

7. (a) Are you aware that the securities proposed may require your capital
       investment be maintained for an indefinite period of time?

       Yes _______    No _______



<PAGE>


     (b)    Do you have any investments or contingent liabilities which you can
            reasonably anticipate could cause the need for sudden cash
            requirements in excess of cash readily available to you'.'

          Yes _______    No _______


          If "Yes," please explain.

          ______________________________________________________________________

          ______________________________________________________________________

          ______________________________________________________________________


8. Please list your business or professional educational background (schools
attended and degrees obtained):

     Schools                     Degree                       Dates Attended

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


9.    Please list any professional licenses or registrations including bar
      admissions, accounting certifications, real estate brokerage licenses, and
      SEC or state broker-dealer registrations, held by you:


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________




10.    Please list your principal employment and business activities during the
       last five years, as well as any relevant financial experience.

     Employer                   Position/Title             Employment Dates


________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________



11.    Please describe your experience as an investor, including amounts
       invested, in securities, particularly investments in development stage
       company's securities.

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


<PAGE>


12.  Have you participated in other development stage company's  securities?

     Yes _______    No _______

I understand that the Company will be relying on the accuracy and completeness
of my responses to the foregoing questions and I represent and warrant to the
Company as follows:

     i.   The answers to the above questions are complete and cornea and may be
          relied upon by the Company in determining whether the offering in
          which I propose to participate is exempt from registration under the
          Securities Act of 1933, as amended;

     ii.  I will notify the Company immediately of any material change in any
          statement made herein occurring prior to the closing of any purchase.

     iii. I, am a "qualified investor" as that term is defined above and have
          sufficient knowledge and experience in financial and business matters
          to evaluate the merits and risks of the prospective investments; I am
          able to bear the economic risk of the investment and currently could
          afford a complete loss of such investment



    IN WITNESS WHEREOF, I have executed this Prospective Purchaser Questionnaire
this _____ day of____________


_______________________________            _____________________________________
Prospective Purchaser                      Prospective Purchaser
Signature                                  Signature



_______________________________            _____________________________________
Print Name                                 Print Name

Sworn to me this _____ day of _____________, 200_

_______________________________
Notary Public


_______________________________
My commission expires:                            (Notarial Seal)