SUBSCRIPTION AGREEMENT
                                  INSTRUCTIONS

         Each subscriber must complete and sign the Subscription Agreement in
accordance with the following instructions. Subscribers must meet certain
requirements in order for One World Online.com, Inc. (the "Company"), a Nevada
corporation, to comply with the offering exemptions from registration and
qualification under the Federal Securities Act of 1933, as amended, and
applicable state securities laws. The Company will be relying on the accuracy
and completeness of information provided in the Subscription Agreement to
establish the qualifications of prospective investors and the Company's legal
right to sell these securities. The Subscription Agreement will at all times be
kept strictly confidential, unless necessary to establish the legality of a
prospective investor's participation in the offering. The Company should be
contacted immediately if there is any change in the information the prospective
investor has provided.

         1. Complete and sign the SUBSCRIPTION AGREEMENT.

         2. The following sets forth the number of signatures required for
different forms of ownership:

         Form of Ownership:              Signatures Required

         Individual:                     One signature required.

         Joint Tenants With
          Right of Survivorship:         Both parties must sign.

         Tenants in Common:              All parties must sign.

         Community Property:             One signature required if security will
                                         be held in one name; two signatures
                                         required if security will be held in
                                         both names.

         Corporation:                    Signature of authorized officer or
                                         officers required.

         Partnership:                    Signature of general partner required;
                                         additional signatures only if required
                                         by partnership agreement.

         Trust:                          Trustee's signature must indicate
                                         "Trustee for the __________ Trust."

         Other Entities:                 As required by the applicable document
                                         governing such entity.

<PAGE>

                             SUBSCRIPTION AGREEMENT

                           ONE WORLD ONLINE.COM, INC.
                4778 North 300 West, Suite 200, Provo, Utah 84604
                              PHONE: (801) 852-3540
                               FAX: (801) 852-3550

         THIS SUBSCRIPTION AGREEMENT ("Agreement") made this 22nd day of May,
2000, by and between One World Online.com, Inc., a Nevada corporation (the
"Company") and (the "Subscriber"), who, for and in consideration of the mutual
promises and covenants set forth herein, do hereto agree as follows:

         1. Subscription. The Subscriber hereby subscribes for one hundred
thousand (100,000) shares of Series A Convertible Preferred Stock (the "Shares")
at a price of $3.00 per Share, and agrees to make a capital contribution to the
Company in the amount of three hundred thousand dollars ($300,000). One hundred
thousand dollars ($100,000) of the subscription price is tendered herewith, and
the remaining subscription price shall be paid in accordance with the terms of
the Promissory Note attached hereto as Exhibit A. The subscription evidenced by
this Agreement ("Subscription") is an irrevocable offer by the Subscriber to
subscribe for the Shares offered by the Company, and, subject to the terms
hereof, shall become upon the acceptance thereof by the Company, a contract for
the sale of said Shares. Upon acceptance of this subscription by the Company,
the net proceeds will be available for immediate use by the Company. Agreements
and subscription funds should be sent to the Company.

         2. Acceptance. This Agreement is made subject to the Company's
discretionary right to accept or reject the subscription herein in whole or in
part, and the Subscriber will be promptly notified as to whether the
subscription has been accepted. If the Company shall for any reason reject all
or part of this Subscription, the amount paid by the Subscriber with respect to
the rejected Subscription, or part thereof, will be refunded, without interest.
Acceptance of this Subscription by the Company will be evidenced by the
execution hereof by an officer of the Company.

         3. Subscriber Representations. The Subscriber hereby represents and
warrants that:

                  (a) The Subscriber's representations in this Agreement are
complete and accurate to the best of the Subscriber's knowledge, and the Company
and any sales agent may rely upon them. The Subscriber will notify the Company
and any such agent immediately if any material change occurs in any of this
information before the sale of the Shares.

                  (b) The Subscriber is able to bear the economic risk of an
investment in the Shares for an indefinite period of time, can afford the loss
of the entire investment in the Shares, and will, after making an investment in
the securities, have sufficient means of providing for Subscriber's current
needs and possible future contingencies. Additionally, the Subscriber's overall
commitment to investments that are not readily marketable is not
disproportionate to Subscriber's net worth and this Subscription will not cause
such overall commitment to become excessive.

                  (c) The Shares subscribed for herein will not be sold by the
Subscriber without registration under applicable securities acts or a proper
exemption from such registration.

                  (d) The Shares subscribed for herein are being acquired for
the Subscriber's own account and risk, for investment purposes, and not on
behalf of any other person or with a view to, or for resale in connection with,
any distribution thereof within the meaning of the Securities Act of 1933. The
Subscriber is aware that there are substantial restrictions on the
transferability of the Shares.

                  (e) The Subscriber has had access to any and all information
concerning the Company that the Subscriber and the Subscriber's financial, tax
and legal advisors required or considered necessary to make a proper evaluation
of this investment. In making the decision to purchase the Shares herein
subscribed for, the Subscriber and his or her advisers have relied solely upon
their own independent investigations, and fully understand that there are no

                                       2
<PAGE>

guarantees, assurances or promises in connection with any investment hereunder
and understand that the particular tax consequences arising from this investment
in the Company will depend upon the individual circumstances of the Subscriber.
The Subscriber further understands that no opinion is being given as to any
securities or tax matters involving the offering.

                  (f) All of the representations and warranties of the
Subscriber contained herein and all information furnished by the Subscriber to
the Company are true, correct and complete in all respects, and the Subscriber
agrees to notify the Company immediately of any change in any representation,
warranty or other information set forth herein.

                  (g) The Subscriber also understands and agrees that stop
transfer instructions relating to the Shares will be placed in the Company's
stock transfer ledger, and that the certificates evidencing the Shares sold will
bear legends in substantially the following form:

                  The securities represented by this certificate have not been
                  registered under the Securities Act of 1933 (the "Act") and
                  are "restricted securities" as that term is defined in Rule
                  144 under the Act. The securities may not be offered for sale,
                  sold or otherwise transferred except pursuant to an effective
                  registration statement under the Act or pursuant to an
                  exemption from registration under the Act, the availability of
                  which is to be established to the satisfaction of the Company.

                  (h) The Subscriber knows that the Shares subscribed for herein
are offered and sold pursuant to exemptions from registration under the
Securities Act of 1933, and state securities law based, in part, on these
warranties and representations, which are the very essence of this Agreement,
and constitute a material part of the bargained-for consideration without which
this Agreement would not have been executed.

                  (i) The Subscriber has the capacity to protect Subscriber's
own interest in connection with this transaction or has a pre-existing personal
or business relationship with the Company or one or more of its officers,
directors or controlling persons consisting of personal or business contacts of
a nature and duration such as would enable a reasonably prudent purchaser to be
aware of the character, business acumen and general business and financial
circumstances of such person with whom such relationship exists.

                  (j) This Agreement when fully executed and delivered by the
Company will constitute a valid and legally binding obligation of the
Subscriber, enforceable in accordance with its terms. The Subscriber, if it is a
partnership, joint venture, corporation, trust or other entity, was not formed
or organized for the specific purpose of acquiring the Shares. The purchase of
the Shares by the Subscriber, if it is an entity investor, is a permissible
investment in accordance with the Subscriber's Articles of Incorporation,
by-laws, partnership agreement, declaration of trust or other similar charter
document, and has been duly approved by all requisite action by the entity's
owners, directors, officers or other authorized managers. The person signing
this document and all documents necessary to consummate the purchase of the
shares has all requisite authority to sign such documents on behalf of the
Subscriber, if it is an entity investor.

                  (k) The Shares offered hereby were not offered to the
Subscriber by way of general solicitation or general advertising and at no time
was the Subscriber presented with or solicited by means of any leaflet, public
promotional meeting, circular, newspaper or magazine article, radio or
television advertisement.

                  (l) If initialed below, the Subscriber represents that
Subscriber is an "accredited investor" as defined under Rule 501 of Regulation D
by reason of:

FOR INDIVIDUALS ONLY (INITIAL IF APPLICABLE):

________    1.          I had individual income (exclusive of any income
Initial                 attributable to my spouse) in excess of $200,000 in each
Here                    of the most recent two years and I reasonably expect to
                        have an individual income in excess of $200,000 for the
                        current year, or I had joint income with my spouse in
                        excess of $300,000 in each of those years and I
                        reasonably expect to have a joint income with my spouse
                        in excess of $300,000 for the current year.

                                       3
<PAGE>




________    2.          I have an individual net worth, or my spouse and I have
Initial                 a combined individual net worth, in excess of
Here                    $1,000,000. For purposes of this Agreement, "individual
                        net worth" means the excess of total assets at fair
                        market value, including home and personal property, over
                        total liabilities.

________    3.          I am qualified as an "accredited investor" pursuant to
Initial                 Rule 501(a) of Regulation D of the 1933 Act for the
Here                    following reason: ______________________________________
                        ________________________________________________________

FOR CORPORATIONS AND PARTNERSHIPS ONLY (INITIAL IF APPLICABLE):

________    1.          The undersigned hereby certifies that the Partnership or
Initial                 Corporation that he/she represents possesses total
Here                    assets in excess of $5,000,000 and was not formed for
                        the specific purpose of acquiring the securities offered
                        by Company.

________    2.          The undersigned hereby certifies personally, and on
Initial                 behalf of the Partnership or Corporation that he/she
Here                    represents, that all of the beneficial owners of equity
                        qualify individually as accredited investors under the
                        individual accredited investor test set forth above.

          FOR TRUSTS ONLY (INITIAL IF APPLICABLE):

________    1.          The undersigned hereby certifies that the trust which
Initial                 he/she represents possesses total assets in excess of
Here                    $5,000,000 and was not formed for the specific purpose
                        of acquiring the securities offered by Company, and that
                        the purchase of the securities is directed by a
                        sophisticated person as described in Rule 506(b)(2)(ii)
                        of the Act.

________    2.          The undersigned hereby certifies personally, and on
Initial                 behalf of the trust that he/she represents, that such
Here                    trust is a revocable trust that may be amended or
                        revoked at any time by the grantors, and all the
                        grantors are accredited individual investors under the
                        individual accredited investor test set forth above.

FOR TRUSTEES AND AGENTS (READ AND INITIAL BOTH STATEMENTS):

________    1.          The undersigned hereby acknowledges that he/she is
Initial                 acting as an agent or trustee for the following person
Here                    or entity:

________    2.          The undersigned hereby agrees to provide to Company,
Initial                 upon Company's request, the following documents:
Here

                        (a)         a copy of the trust agreement, power of
                                    attorney or other instrument granting the
                                    power and authority to execute and deliver
                                    the Agreement, or

                        (b)         an opinion of counsel verifying the
                                    undersigned's power and authority to execute
                                    and deliver the Agreement.

As evidence of the foregoing, the undersigned may be asked to complete a
Purchaser Questionnaire in the form attached hereto, the contents of which are
hereby certified to be correct.

         4. Entire Agreement. This Agreement contains the entire agreement
between the parties with respect to the matters covered thereby, and may only be
amended by a writing executed by all parties hereto.

         5. Survival of Representations. The representations, warranties,
acknowledgments and agreements made by the Subscriber shall survive the
acceptance of this Subscription and run in favor of, and for the benefit of, the
Company.

                                       4
<PAGE>

         6. Waiver. No waiver or modification of any of the terms of this
Agreement shall be valid unless in writing. No waiver of a breach of, or default
under, any provision hereof shall be deemed a waiver of such provision or of any
subsequent breach or default of the same or similar nature or of any other
provision or condition of this Agreement.

         7. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

         8. Notices. Except as otherwise required in this Agreement, any notice
required or permitted under this Agreement shall be given in writing and shall
be deemed effectively given upon personal delivery or upon deposit with the
United States Post Office, by registered or certified mail, postage prepaid,
addressed as follows:

                  To the Company:       4778 North 300 West, Suite 200,
                                        Provo, Utah 84604

                  To the Subscriber:    At the address set forth beneath the
                                        Subscriber's signature

         9. Non-Assignability. The obligations of the Subscriber hereunder shall
not be delegated or assigned to any other party without the prior written
consent of the Company.

         10. Form of Ownership. Please indicate the form of ownership that the
Subscriber desires for the Shares:

             -----          Individual

             -----          Joint Tenants with Right of Survivorship

             -----          Tenants in Common

             -----          Community Property

             -----          Trust

             -----          Corporation

             -----          Partnership

             -----          Other:


                                       5
<PAGE>

                         [Signature Page For Individual]

DATED this ___ day of _______, 2000.


                                         ----------------------------------
                                         (Signature)

                                         ----------------------------------
                                         (Name - Please Print)

                                         ----------------------------------
                                         (Primary Place of Residence)

                                         ----------------------------------
                                         (City, State and ZIP Code)

                                         ----------------------------------
                                         (Telephone Number - Residence)

                                         ----------------------------------
                                         (Telephone Number - Business)

                                         ----------------------------------
                                         (Social Security or Taxpayer I.D. No.)

ACCEPTED this ____ day of _______, 2000.

ONE WORLD ONLINE.COM, INC.



By___________________________________



                                       6
<PAGE>

                [Signature Page For Corporation or Other Entity]


DATED this ___ day of _______, 2000.


                                            ----------------------------------
                                            (Name of Entity)

                                            ----------------------------------
                                            (Signature of Authorized Person)

                                            ----------------------------------
                                            (Name and Title - Please Print)

                                            ----------------------------------
                                            (Business Address)

                                            ----------------------------------
                                            (City, State and ZIP Code)

                                            ----------------------------------
                                            (Telephone Number - Business)

                                            ----------------------------------
                                            (Taxpayer I.D. No.)

ACCEPTED this ____ day of _______, 2000.

ONE WORLD ONLINE.COM, INC.



By___________________________________



                                       7
<PAGE>

                                    EXHIBIT A
                                 PROMISSORY NOTE

$200,000                                                            May 22, 2000

         FOR VALUE RECEIVED, the undersigned promises and agrees to pay to the
order of One World Online.com, Inc. at 4778 North 300 West, Suite 200, Provo,
Utah 84604, or at such other place as the holder(s) hereof may designate in
writing, the principal sum of TWO HUNDRED THOUSAND DOLLARS ($200,000.00), in
lawful money of the United States of America, together with interest on the
unpaid balance thereof at a rate of eight percent (8%) per annum until paid.
Principal and all accrued interest shall be due in full on the third anniversary
of this Note ("Due Date").

         Any payments received before the Due Date shall first be applied toward
the payment and satisfaction of accrued interest, and the remainder shall be
applied toward the reduction of principal. Prepayment of principal may occur
hereunder at any time without penalty.

         Notwithstanding the foregoing, in the event any sums provided to be
paid hereunder, or under any instrument given to secure the payment of the
obligations evidence hereby, is not paid in full when due, the entirety of such
payment shall, from the period beginning upon the date of said instrument(s) and
continuing during the time it remains unpaid, both before and after judgment,
bear interest at a rate of eighteen percent (18%) per annum.

         In the event: (a) petition is filed seeking that the undersigned be
adjudged bankrupt; (b) the undersigned makes a general assignment for the
benefit of creditors; (c) the undersigned suffers the appointment of a receiver;
(d) the undersigned becomes insolvent; or (e) the undersigned undergoes
liquidation, termination, or dissolution, then in any, the entire remaining
unpaid balance of both principal and interest owing hereunder shall, at the
option of the holder hereof and without notice or demand, become immediately due
and payable. In any event, after acceleration of the maturity of the obligations
evidenced hereby any unpaid principal balance and accrued interest shall, until
paid and both before and after judgment, earn interest at a rate of eighteen
percent (18%) per annum. The acceptance of any payment after the occurrence of a
default or event giving rise to the right of acceleration provided for in this
paragraph shall not constitute a waiver of such right of acceleration with
respect to such default or event or any subsequent default or event.

         In the event any payment under this Note is not made, or any obligation
provided to be satisfied or performed under any instrument given to secure the
payment of the obligation evidenced hereby is not satisfied or performed, at the
time and in the manner required, the undersigned agrees to pay any and all costs
and expenses which may be incurred by the holder hereof in connection with the
enforcement of any of its rights under this Note or under any such other
instrument including court costs and reasonable attorneys' fees, whether
incurred with or without suit or before or after judgment.

         Notwithstanding any other provision contained in this Note or in any
instrument given to secure the payment of the obligation evidenced hereby: (a)
the rates of interest, charges, and penalties provided for herein and therein
shall in no event exceed the rates, charges and penalties which result in
interest being charged at a rate equaling the maximum allowed by law; and (b)
if, for any reasonable whatsoever, the holder hereof ever receives as interest
in connection with the transaction of which this Note is part an amount which
would result in interest being charged at a rate exceeding the maximum allowed
by law, such amount or portion thereof as would otherwise be excessive unpaid
principal balance then outstanding hereunder and not toward payment of interest.

         The makers, sureties, guarantors, and endorsers hereof severally waive
presentment for payment, protest, demand, notice of protest, notice of dishonor,
and notice of nonpayment, and expressly agree that this note, or any payment
hereunder, may be extended from time to time by the holder hereof without in any
way affecting the liability of such parties.

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