Atlantic Synergy, Inc.

                             SUBSCRIPTION AGREEMENT


      1.    General:

      This Subscription Agreement sets forth the terms under which the
undersigned ("Investor") will invest in Atlantic Synergy, Inc., Nevada
corporation. This Subscription is one of a limited number of subscriptions for
up to ____________ shares of common stock in the Corporation (the "Shares") at
$.25 per share for an aggregate amount of up to $___________ offered to a
limited number of Investors on behalf of the Corporation. Each Share is payable
in cash upon execution of this Subscription Agreement. Execution of this
Subscription Agreement by the Investor shall constitute an offer by the Investor
to subscribe for the Shares set forth in this Agreement on the terms and
conditions specified herein. The Corporation reserves the right to reject such
subscription offer, or, by executing a copy of this Subscription Agreement, to
accept such offer. If the Investor's offer is accepted, the Corporation will
execute this Subscription Agreement and return an executed copy of the
Subscription Agreement to the Investor. If the Investor's offer is rejected, the
payment accompanying this Subscription Agreement will be returned, with the
notice of rejection.

      2.    Disclosure

      We are solely responsible for all disclosure to you in connection with
your investment.

      3.    Acceptance of Subscription Agreement:

      It is understood and agreed by the undersigned that the Corporation will
have the unconditional right to reject this Subscription, in whole or in part,
if it believes that the undersigned is not an Accredited or otherwise qualified
Investor under Regulation D promulgated under the Securities Act of 1933, as
amended, or for any other reason.

      4.    Responsibility and Indemnification:

      The Corporation will exercise its best judgment in the conduct of all
matters arising under this Agreement. The undersigned acknowledges that he
understands the meaning and legal consequences of the representations and
warranties contained herein, and he hereby agrees to indemnify and hold harmless
the Corporation, the Corporation, their partners and employees, and any of their
affiliates and their officers, directors, shareholders and employees, or any
professional advisor or entity thereto, from and against any and all loss,
damage, liability or expense, including costs and reasonable attorney's fees, to
which said entities and persons may be put or which they may incur by reason of,
or in connection with, any misrepresentation made by the Investor, any breach of
any of his warranties, or his failure to fulfill any of his covenants or
agreements under this Agreement.

      5.    Survival of Representations, Warranties, Covenants and Agreements:

      The representations, warranties, covenants and agreements contained herein
shall survive the delivery of, and the payment for, the Shares.


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      6.    Investor's Representations, Warranties and Covenants:

      The Investor represents, warrants and covenants to the Corporation as
follows, realizing that it intends to rely on these representations, which shall
survive any acceptance of the subscription for the Shares:

      o     The undersigned acknowledges that he has been given full and fair
            access to all material information, including but not limited to all
            underlying documents in connection with this transaction as well as
            such other information as he or his Purchaser Representative, if
            retained, deems necessary or appropriate as a prudent and
            knowledgeable investor in evaluating the purchase of the Shares. The
            undersigned acknowledges that the Corporation has made available to
            him or his Purchaser Representative, if retained, the opportunity to
            obtain additional information to verify the accuracy of the
            information contained in the Information made available to the
            Investor and to evaluate the merits and risks of his investment. He
            acknowledges that he and his Purchaser Representative, if retained,
            have had the opportunity to ask questions of, and receive
            satisfactory answers from, the officers of the Corporation
            concerning the terms and conditions of the offering and the business
            of the Corporation and to verify the information contained in the
            Information made available to the Investor.

      o     The undersigned acknowledges that this transaction has not been
            scrutinized by the United States Securities and Exchange Commission
            or by any state securities commissions.

      o     He has adequate means of providing for his current and future needs
            and possible personal contingencies, and has no need for liquidity
            of his investment in the Shares.

      o     He can bear the economic risk of losing his entire investment in the
            Shares

      o     He is acquiring the Shares for his own account, for investment only
            and not with a view toward the resale, fractionalization, division
            or distribution thereof and he has no present plans to enter into
            any contract, undertaking, agreement or arrangement for any such
            resale, distribution, division or fractionalization thereof.

      o     He does not have an overall commitment to investments which are not
            readily marketable, including the Shares and other similar
            investments, disproportionate to his net worth.

      o     He understands that the offer and sale of the Shares is being made
            by means of a private placement of Shares and that he has read or
            reviewed and is familiar with the information made available to the
            Investor and this Agreement.

      o     He was previously informed that all documents, records and books
            pertaining to this investment were at all times available at the
            offices of the Corporation; that all such documents, records and
            books pertaining to this investment requested by the Investor have
            been made available to him and the persons he has retained to advise
            him; and that he has no questions concerning any aspect of the
            investment for which he has not previously received satisfactory
            answers.

      o     He and his agents or advisers have had an opportunity to ask
            questions of and receive answers from the Corporation, or a person


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            or persons acting on their behalf, concerning the terms and
            conditions of this Agreement and the transactions contemplated
            hereby and thereby, as well as the affairs of the Corporation and
            related matters.

      o     He has had an opportunity to obtain additional information necessary
            to verify the accuracy of the information referred to in this
            Agreement.

      o     HE UNDERSTANDS THAT THE SHARES ARE SPECULATIVE INVESTMENTS WHICH
            INVOLVE A HIGH DEGREE OF RISK OR LOSS BY HIM OF HIS ENTIRE
            INVESTMENT

      o     He, acting alone or with his representatives, has sufficient
            knowledge and expertise in the risks of investing in similar
            projects. He understands that an investment in the Corporation is
            not suitable for any person who does not so understand such risks.

      o     The Investor fully understands all tax aspects and risks associated
            with this investment or has consulted with his own financial or tax
            adviser who has advised him thereof and that the Investor has no
            questions with respect thereto; and that any tax effects which may
            be expected by the Corporation, are not susceptible to accurate
            prediction and depend upon the recognition of certain factual
            patterns and matters which may be subject to various
            interpretations, including ones which may substantially eliminate
            the tax consequences sought by the Corporation. moreover, new
            developments in rulings of the Internal Revenue Service, court
            decisions or legislative changes may have an adverse effect on one
            or more of the tax consequences sought by the Corporation. NO TAX
            OPINION IS BEING FURNISHED TO INVESTORS.

      o     HE UNDERSTANDS THAT ALTHOUGH THERE ARE REGISTRATION RIGHTS ATTACHED
            TO THIS SUBSCRIPTION AGREEMENT, THE TIMING AND THE EFFECTIVENESS OF
            THE RELATED SEC REGISTRATION STATEMENT ARE NOT CERTAIN. UNTIL
            REGISTERED, THE SHARES MAY NOT BE RESOLD EXCEPT UNDER PROVISIONS OF
            FEDERAL SECURITIES LAWS, WHICH SIGNIFICANTLY RESTRICT TRANSFER OF
            THE SHARES. UNTIL REGISTERED, THE SHARES WILL BEAR THE STANDARD
            TRANSFER RESTRICTION LEGEND.

      o     He will not transfer or assign this subscription. If this
            subscription is accepted, he agrees that the assignment and
            transferability of the Shares subscribed for and acquired by him
            will be governed by all applicable laws.

      o     This Agreement shall be binding upon the heirs, estate, legal
            representatives and assigns of the undersigned.

      o     All information which he has provided to the Corporation concerning
            his financial position and knowledge of financial business matters
            is correct and complete as of the date set forth at the end of this
            Agreement, and if there should be any material change in such
            information prior to acceptance of this Subscription Agreement by
            the Corporation, he will immediately provide the Corporation with
            such information.

      o     He is purchasing the Shares without relying on any offering


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            literature other than the information made available to the Investor
            and information set forth therein and herein.

      o     He is a bona fide resident of the State of set forth on the
            signature page of this Agreement, maintains his principal residence
            there, and is at least eighteen (18) years of age.


      7.    Suitability Questions:

            Please check the appropriate line below in order that the
            Corporation may determine if you are an Accredited Investor. NOTE:
            You do not need to be an Accredited Investor to acquire Shares in
            this offering.

            For Individuals only:

            o     An individual who has a net worth or, together with his
                  spouse, a joint net worth (i.e., in total assets in excess of
                  total liabilities) in excess of $1,000,000 __________

            o     An individual who has had in each of the two most recent
                  years, and reasonably expects to have during the current year
                  an individual income [for this purpose, a person's income is
                  the amount of his individual adjusted gross income (as
                  reported on a federal income tax return) increased by the
                  following amounts: (1) any deduction for a portion of long
                  term capital gains (Code Section 1202); (2) any deduction for
                  depletion (Section 611 et seq. of the Code); (3) any exclusion
                  for interest on tax-exempt municipal obligations (Section 103
                  of the Code); and (4) any losses of a partnership allocated to
                  the individual limited partner (as reported on Schedule E of
                  Form 1040)] in excess of $200,000, or a joint income with
                  spouse in excess of $300,000. __________

      For Non-Individuals Only:

            o     Any trust, with total assets in excess of $5,000,000, not
                  formed for the specific purpose of acquiring the securities
                  offered, whose purchase is directed by a sophisticated person
                  as described in Rule 506(b)(2)(ii). _________

      NOTE: If you are an individual, you may only be an Accredited Investor if
you meet the standards set forth above. If you are not a non-individual (such as
a corporation or trust), you may only qualify under the standards set forth in
above.

      For Corporations and Partnerships:

      o     A corporation, partnership, or other organization [if the Subscriber
            is a trust only a revocable grantor trust may qualify] (an
            "entity"), and either (i) each shareholder, partner, or equity owner
            (as appropriate) individually satisfies the net worth or income
            standards set forth in the foregoing clause 7(a)(i) or (ii), or (ii)
            the organization is (A) an institutional investor as defined in Rule
            501(a)(1) of the Securities and Exchange Commission, (B) a private
            business development company as defined in Section 202(a)(22) of the


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            Investment Advisers Act of 1940, or (C) an organization described in
            Section 501(c)(3) of the Code with assets in excess of $5,000,000.

      For Employee Benefit Plans or Non-Individuals Only:

      o     Any employee benefit plan within the meaning of the Employee
            Retirement Income Security Act of 1974 if the investment decision is
            made by a plan fiduciary, as defined in section 3(21) of such Act,
            which is either a bank, savings and loan association, insurance
            company, or registered investment advisor, or if the employee
            benefit plan has total assets in excess of $5,000,000 or, if a
            self-directed plan, with investment decisions made solely by persons
            that are accredited investors.

      o     Any trust, with total assets in excess of $5,000,000, not formed for
            the specific purpose of acquiring the securities offered, whose
            purchase is directed by a sophisticated person as described in Rule
            506(b) (2) (ii). __________

      All Accredited Investors must initial the following:

      I understand that the representations contained in this section 7 are made
for the purpose of qualifying me as an Accredited Investor as that term is
defined pursuant to Regulation D under the Securities Act of 1933, as amended,
for the purpose of inducing a sale of securities to me. I hereby represent that
the statement or statements initialed above are true and correct in all
respects. I understand that a false representation may constitute a violation of
law, and that any person who suffers damage as a result of a false
representation may have a claim against me for damages.

      All Accredited Investors must complete the following:

            In order to verify my Accredited Investor status, you may contact
the following individual who has the following relationship with me:

                           Name:    ____________________________

                           Telephone Number: ___________________

                           Relationship: _______________________
                          (such as attorney, banker or accountant)

ALL INVESTORS MUST ANSWER THE FOLLOWING QUESTIONS !

            b. Do you think you have sufficient knowledge and expertise in
investing that you are capable of evaluating the merits and risks associated
with investing in the Corporation?

               Yes ________     No  ___________   If so, why?   _____________

_____________________________________________________________________________

            c.1. Have you consulted your own tax advisor who has advised you of
all tax aspects associated with your investment in the Shares, such that you


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fully understand all such aspects and have no questions with respect thereto?

               Yes ________     No  ___________   If so, why?   _____________

_____________________________________________________________________________

                  c.2. If your answer was no to the preceding question, do you
have an Investment Advisor or Purchaser Representative you rely on for
investment advice?

               Yes _____ No  ______ If so, what is his name and address? ____

_____________________________________________________________________________

            d. Do you understand that you will not be able to resell the
Share(s) which you purchase, unless you do so in an exempt transaction or unless
you take steps to register the Share(s) under the Federal Securities Act of 1933
and applicable state securities laws and then only if the Corporation approves
the transfer?

               Yes ________     No  ___________

            e. Do you understand that there is no assurance of any financial
return on this investment and that you run the risk of losing your entire
investment?

               Yes ________     No  ___________

            f. Do you have sufficient income and net worth to withstand a loss
of your entire investment without suffering material adverse consequences?

               Yes ________     No  ___________

            g. Are you aware that you have the opportunity to inspect the
Corporation's financial records, documents, agreements and other records?

               Yes ________     No  ___________

               Did you do so?   Yes ________     No  ___________

            h. Do you understand that this investment is illiquid?

               Yes ________     No  ___________

            i. Are you acting for your own account?

               Yes ________     No  ___________ If No. complete the following:

                  (1) Capacity in which you are acting (agent, trustee or
otherwise):

                  (2) Name, address and telephone number(s) of person(s) you
represent:


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      8.    Notices:

      Any and all notices, designations, consents, offers, acceptances or any
other communication provided for herein shall be given in writing by registered
or certified mail which shall be addressed to the address appearing on the books
of the Corporation or to such other address as may be designated in writing.

      9.    Miscellaneous:

      This Agreement shall be governed by and construed and accordance with the
laws of the State of Nevada, both substantive and remedial. The section headings
contained herein are for reference Purposes only and shall not in any way affect
the meaning or interpretation of this Agreement. This Agreement shall be
enforceable in accordance with its terms and be binding upon and shall inure to
the benefit of the parties hereto and their respective successors, assigns,
executors and administrators, but this Agreement and the respective rights and
obligations of the parties hereunder shall not be assignable by any party hereto
without the prior written consent of the other. This Agreement represents the
entire understanding and agreement between the parties hereto with respect to
the subject matter hereof; supersedes all prior negotiations, letters and
understandings relating to the subject matter hereof; and cannot be amended,
supplemented or modified except by an instrument in writing signed by the party
against whom enforcement of any such amendment, supplement or modification is
sought. In the event of any litigation between the parties to this Agreement
relating to, or arising out of, this Agreement, the prevailing party shall be
entitled to an award of reasonable attorney's fees and costs, trial and
appellate levels. The failure or finding of invalidity of any provision of this
Agreement shall in no manner affect the right to enforce the other provisions of
same, and the waiver by any party of any breach of any provision of this
Agreement shall not be construed to be a waiver by such party of any subsequent
breach of any other provision.

      10.   Subscription Amount and Payments:

      Investor hereby subscribes for _________ (Number) of Shares for a total
purchase price of $___________________ (Number of Shares x $.25) and hereby
submits a check in the amount of $__________________ (Number of Shares x $.25
per Share) made payable to Atlantic Synergy, Inc.

      11.   Registration Rights:

      The Corporation shall grant to the Investor for any shares of common stock
issued pursuant to this Agreement piggyback registration rights on Form S-3 or
Form SB-2 or such other form as may be applicable pursuant to the Securities Act
of 1933 as amended. The Corporation shall pay all expenses in connection with
all registration of shares of common stock of the Investor. Notwithstanding the
foregoing, each of the Investor and the Corporation shall be responsible for
their own internal administrative and similar costs, which shall not constitute
registration expenses.

      12.   THE UNDERSIGNED HEREBY REPRESENTS HE HAS READ THIS ENTIRE
SUBSCRIPTION AGREEMENT AND RELATED DOCUMENTS.

      To the best of my knowledge and belief, the above information supplied by
me is true and correct in all respects.


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         TYPE OF INVESTMENT / INVESTOR:


_____ INDIVIDUAL      _____    JOINT TENANTS WITH RIGHTS OF SURVIVORSHIP


_____ TRUST           _____   TENANTS - IN - COMMON


_____ CORPORATION     _____   PARTNERSHIP




THE NAME OF THE OWNER OF THE SHARE(S) SHOULD BE MADE OUT ON THE CERTIFICATE IN
THE FOLLOWING MANNER (PLEASE PRINT):


_______________________________________________________________________________


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                                SIGNATURE PAGE TO
                           SUBSCRIPTION AGREEMENT FOR
                             Atlantic Synergy, Inc.


      IN WITNESS WHEREOF, the undersigned has executed this Subscription
Agreement this ____ day of ___________, 2004.

WITNESSES:


Investor #1 Signature________________________________________________________


Print or Type Name___________________________________________________________


Social Security Number_______________________________________________________


Street Address_______________________________________________________________


City, State, Zip_____________________________________________________________


Investor #2 Signature________________________________________________________


Print or Type Name___________________________________________________________


Social Security Number_______________________________________________________


Street Address_______________________________________________________________


City, State, Zip_____________________________________________________________


     AGREED AND ACCEPTED:

     Atlantic Synergy, Inc., a Nevada corporation

     By:_________________________________

     Its:________________________________

     Date:_______________________________


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