EXHIBIT 10.4
                      OMNICORDER TECHNOLOGIES, INCORPORATED

                             SUBSCRIPTION AGREEMENT


          SUBSCRIPTION AGREEMENT made as of this ____ day of _________ 2003,
between a publicly-traded company which will acquire all the assets and assume
all the liabilities of OmniCorder Technologies, Incorporated (the "Company"),
and the undersigned subscriber (the "Subscriber").

          The Company desires to provide financing for itself by issuing up to
$15,000,000 in shares of Common Stock at $1.375 per share as described in the
Memorandum (as such term is defined below). The Subscriber desires to purchase
the number of shares of Common Stock set forth on the signature page hereof.

          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 COMMON STOCK; REPRESENTATIONS BY THE SUBSCRIBER

     1.1 Subject to the terms and conditions hereinafter set forth, the
Subscriber hereby subscribes for and agrees to purchase the number of shares of
Common Stock from the Company set forth on the signature page hereof, and the
Company agrees to issue such Common Stock to the Subscriber at a purchase price
equal to the number of shares of Common Stock subscribed for times $1.375 per
share. The subscription price is payable by check made payable to the order of
"OmniCorder Technologies, Incorporated" or by wire transfer of immediately
available funds delivered contemporaneously herewith. The Common Stock purchased
by the Subscriber will be delivered by the Company promptly following the
Termination Date (as hereinafter defined).

     1.2 The Subscriber recognizes that the purchase of the shares of Common
Stock involves a high degree of risk and is suitable only for persons of
adequate financial means who have no need for liquidity in this investment in
that (i) he may not be able to liquidate his investment in the event of an
emergency; (ii) transferability is extremely limited; and (iii) in the event of
a disposition, he could sustain a complete loss of his entire investment.

     1.3 The Subscriber acknowledges that he is (i) a qualified investor, as
described herein, to qualify for the purchase of the Common Stock; (ii)
competent to understand and does understand the nature of the investment; and
(iii) able to bear the economic risk of this investment.

     1.4 The Subscriber represents that he is an "accredited investor," as such
term is defined in Rule 501 of Regulation D promulgated under the Securities Act
of 1933, as amended (the "Securities Act"). The definition of "accredited
investor" is set forth in the Company's Confidential Private Placement
Memorandum, dated October 2003 (as supplemented, the "Memorandum").

     1.5 The Subscriber acknowledges that he has significant prior investment
experience, including investment in non-listed and non-registered securities,
and that he recognizes the highly speculative nature of this investment.

     1.6 If the Subscriber is a corporation, partnership, limited liability
company, trust or other entity, the Subscriber represents that (i) it is
authorized and qualified to make its investment in the Company; (ii) it has not
been formed for the purpose of acquiring an interest in the Company; (iii) it
has


<PAGE>

not been in existence for less than 90 days prior to the date hereof; (iv)
the person signing this Agreement on behalf of such entity has been authorized
to do so; and (v) on a consolidated basis, it meets the net worth requirements
as set forth elsewhere herein, as evidenced in its most recent financial
statement, for an investment in the Company.

     1.7 The Subscriber hereby represents that he has been furnished by the
Company during the course of this transaction with the Memorandum and with all
publicly available information regarding the Company which he had requested or
desired to know; that all other publicly available documents which could be
reasonably provided have been made available for his inspection and review; and
that he 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.

     1.8 The Subscriber hereby acknowledges that the offering of the shares of
Common Stock has not been filed with or reviewed by the Securities and Exchange
Commission (the "SEC") because of the Company's representations that this is
intended to be a nonpublic offering pursuant to Section 4(2) and Rule 506 of
Regulation D promulgated under the Securities Act. The Subscriber represents
that the shares of Common Stock 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, transfer or otherwise dispose of any of the shares of
Common Stock unless they are registered under the Securities Act or unless an
exemption from such registration is available.

     1.9 The Subscriber understands that the shares of Common Stock have not
been registered under the Securities Act by reason of a claimed exemption under
the provisions of the Securities Act which depends, in part, upon his investment
intention. 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 the shares of Common Stock for a short period, for a deferred sale, for a
market rise, assuming that a market develops and is maintained, 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, transfer or disposition as a deferred sale to which the exemption
is not available.

     1.10 The Subscriber consents that the Company may, if it desires, permit
the transfer of the shares of Common Stock by the Subscriber out of his name
only when his request for transfer is accompanied by an opinion of counsel
reasonably satisfactory to the Company that the proposed sale, transfer or
disposition does not result in a violation of the Securities Act or any
applicable state "blue sky" laws (collectively, "Securities Laws"). The
Subscriber agrees to hold the Company and its directors, executive 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 sale, transfer or disposition of
the shares of Common Stock by the undersigned Subscriber in violation of any
Securities Laws or any misrepresentation herein.

     1.11 The Subscriber consents to the placement of a legend on the
certificates evidencing the shares of Common Stock stating that they have not
been registered under the Securities Act and setting forth or referring to the
restrictions on the sale, transfer or disposition thereof. The Subscriber is
aware that the Company will make a notation in its appropriate records with
respect to the restrictions on the sale, transfer or disposition of the shares
of Common Stock.

     1.12 The Subscriber acknowledges and agrees that the Company is relying on
the Subscriber's representations contained in this Agreement and the related
subscription documents in determining whether to accept this subscription. The
Subscriber hereby gives the Company authority to call his bank or place of
employment or otherwise review the financial standing of the Subscriber and it
is further


                                       2
<PAGE>

agreed that the Company reserves the unrestricted right to reject or
limit any subscription and to close the offer at any time.

     1.13 The Subscriber represents and warrants that all representations made
by the Subscriber hereunder are true and correct in all material respects as of
the date of execution hereof, and the Subscriber covenants that until the
closing on the shares of Common Stock subscribed for he shall inform the Company
immediately of any changes in any of the representations provided by the
Subscriber hereunder.

II. REPRESENTATIONS BY THE COMPANY

     The Company represents and warrants to the Subscriber as follows:

     2.1 The Company is a corporation duly organized, existing and in good
standing under the laws of the state of its incorporation and has the corporate
power to conduct its business.

     2.2 The execution, delivery and performance of this Agreement by the
Company has been duly approved by the Board of Directors of the Company.

     2.3 The shares of Common Stock have been duly and validly authorized and,
when issued in accordance with the terms hereof, will be duly and validly
issued, fully paid and non-assessable.

III. TERMS OF OFFERING

     3.1 The subscription period will begin as of October 1, 2003 and will
terminate upon the occurrence of the earlier of (a) the 90th day thereafter,
unless extended by the Company for a period of up to an additional 90 days, or
(b) the Company's acceptance of subscriptions for shares of Common Stock offered
and the receipt of payment therefor (the "Termination Date").

     3.2 The Subscriber hereby agrees to purchase the number of shares of Common
Stock from the Company set forth upon the signature page hereof payable by check
in the amount thereof made payable to "Greenberg Traurig, LLP, on behalf of
OmniCorder Technologies, Incorporated" or by wire transfer of immediately
available funds. If the Company declines to accept this subscription, the
Company will return such funds to the undersigned without interest thereon or
deduction therefrom.

     3.3 The Company has retained National Securities Corporation to coordinate
the offering as the Company's exclusive capital finder. See the Memorandum for a
description of the compensation payable to National Securities Corporation and
other terms of the offering.

IV. CERTAIN COVENANTS

     4.1 (a) Subject to the other provisions of this Section IV, the Company
shall use its best efforts to file, within 60 days after the Termination Date, a
registration statement (the "Registration Statement") under the Securities Act
covering all of the shares of Common Stock subscribed by the Subscriber
hereunder (the "Registrable Shares"). The Company shall use its best efforts to
have the Registration Statement declared effective by the SEC as soon as
possible and, in any event, within 180 days after the Termination Date.


                                       3
<PAGE>

     (b) In the event the registration effected by the Company pursuant to this
Section 4.1 relates to an underwritten offering of securities, the Subscriber's
right to registration pursuant to this Section 4.1 shall be conditioned upon its
(i) participation in such underwriting, (ii) inclusion of the Registrable Shares
therein and (iii) execution of all customary underwriting documents requested by
the underwriter with respect thereto (the "Underwriter").

     (c) All expenses (other than underwriting discounts and commissions,
brokerage fees, applicable transfer taxes and fees and expenses of counsel for
the selling shareholders) incurred in connection with registrations, filings or
qualifications pursuant to this Section 4.1, including, without limitation, all
registration, filing and qualification fees, printers' and accounting fees and
fees and disbursements of counsel for the Company. In addition, the Company will
pay its internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties),
the expense of any annual audit or quarterly review, the expense of any
liability insurance obtained by the Company and the expenses and fees for
listing or authorizing for quotation the securities to be registered on each
securities exchange, market or automated quotation system on which any shares of
Common Stock are then listed or quoted.

     (d) Each of the Company and the Subscriber will indemnify the other party
hereto against all claims, losses, damages and liabilities (or actions in
respect thereof) arising out of or based on any untrue statement (or alleged
untrue statement) by the indemnifying party of a material fact contained in any
prospectus or other document (including any related registration statement,
notification or the like) incident to any registration of the type described in
this Section 4.1, or any omission (or alleged omission) by the indemnifying
party to state in any such document a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse such indemnified party for any legal and any other expenses reasonably
incurred in connection with investigating and defending any such claim, loss,
damage, liability or action; provided that no party will be eligible for
indemnification hereunder to the extent that any such claim, loss, damage,
liability or expense arises out of or is based on any untrue statement or
omission based upon written information furnished by such party for use in
connection with such registration.

     (e) The Subscriber shall furnish to the Company or the Underwriter, as
applicable, such information regarding the Subscriber and the distribution
proposed by it as the Company may reasonably request in connection with any
registration or offering referred to in this Section 4.1. The Subscriber shall
cooperate as reasonably requested by the Company in connection with the
preparation of the registration statement with respect to such registration, and
for so long as the Company is obligated to file and keep effective such
registration statement, shall provide to the Company, in writing, for use in the
registration statement, all such information regarding the Subscriber and its
plan of distribution of the Registrable Shares included in such registration as
may be reasonably necessary to enable the Company to prepare such registration
statement, to maintain the currency and effectiveness thereof and otherwise to
comply with all applicable requirements of law in connection therewith.

V. NOTICES TO SUBSCRIBERS

     5.1 THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE
SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON
EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH
LAWS. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE
SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE
FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE
ACCURACY OR ADEQUACY OF THE MEMORANDUM. ANY REPRESENTATION TO THE CONTRARY IS
UNLAWFUL.


                                       4
<PAGE>

     5.2 THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND
RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE
SECURITIES ACT, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION
OR EXEMPTION THEREFROM. SUBSCRIBERS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO
BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

     5.3 SUBSCRIBERS SHOULD REVIEW THE MEMORANDUM WHEREIN NOTICES TO SUBSCRIBERS
RESIDING IN CERTAIN STATES ARE SET FORTH IN ACCORDANCE WITH SECURITIES LAWS OF
SUCH STATES.

VI. MISCELLANEOUS

     6.1 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 OmniCorder Technologies,
Incorporated, 12-8 Technology Drive, East Setauket, New York 11733, Attention:
Mr. Mark A. Fauci, President and Chief Executive Officer, and to the Subscriber
at his address indicated on the last page of this 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.

     6.2 This Agreement shall not be changed, modified, or amended except by a
writing signed by the parties to be charged, and this Agreement may not be
discharged except by performance in accordance with its terms or by a writing
signed by the party to be charged.

     6.3 This 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 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.

     6.4 This Agreement and its validity, construction and performance shall be
governed in all respects by the laws of the State of New York, without reference
to its rules and principles governing conflicts of laws.

     6.5 This Agreement may be executed in counterparts. Upon the execution and
delivery of this Agreement by the Subscriber, this Agreement shall become a
binding obligation of the Subscriber with respect to the purchase of the Common
Stock as herein provided.

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

                                  OMNICORDER TECHNOLOGIES, INCORPORATED
                                  (on behalf of the publicly-traded company)


                                  By:
                                     ----------------------------------------
                                     Name:
                                     Title:


                                  Date of Execution: _____________________, 2003


                                       5
<PAGE>

<TABLE>
<CAPTION>


<S>                                                  <C>
TO BE COMPLETED BY INDIVIDUAL SUBSCRIBERS            TO BE COMPLETED BY
                                                     CORPORATE, PARTNERSHIP, LLC OR
                                                     TRUST SUBSCRIBERS
-------------------------------------                -------------------------------------------
                                                     Name of Subscriber
                                                     [Please Print]

------------------------------------
Name of Subscriber(s)
[Please Print]

-------------------------------------                By:
                                                        -----------------------------------------
                                                          Authorized Signatory

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

-------------------------------------                -------------------------------------------
Address of Subscriber                                Name and Title of Authorized Signatory
                                                     [Please Print]

-------------------------------------                -------------------------------------------
Social Security Number of Subscriber                 Taxpayer Identification Number of Subscriber

-------------------------------------                -------------------------------------------
Number of Shares Subscribed For                      Number of Shares Subscribed For

-------------------------------------                -------------------------------------------
Total Purchase Price                                 Total Purchase Price

-------------------------------------                -------------------------------------------
Date of Execution                                    Date of Execution
</TABLE>


                                       6
<PAGE>

                      OMNICORDER TECHNOLOGIES, INCORPORATED

                             INVESTOR QUESTIONNAIRE


THIS QUESTIONNAIRE IS TO BE COMPLETED AND DELIVERED TO OMNICORDER TECHNOLOGIES,
INCORPORATED, C/O NATIONAL SECURITIES CORPORATION, 11150 SANTA MONICA BLVD.,
SUITE 380, LOS ANGELES, CALIFORNIA 90025. PRIOR TO ACCEPTANCE OF THE
SUBSCRIPTION BY THE COMPANY, CERTAIN CONDITIONS MUST BE MET.

INSTRUCTIONS: This Questionnaire is being given to each individual who has
expressed an interest in purchasing shares of Common Stock of a publicly-traded
company which will acquire all the assets and assume all the liabilities of
OmniCorder Technologies, Incorporated (the "Company"). Prior to your acceptance
by the Company as a subscriber, you must meet, among others, the standards
imposed by Regulation D as adopted by the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"), since the
shares of Common Stock have not been registered under the Securities Act and are
being sold in reliance upon the exemption provided by Section 4(2) of the
Securities Act and Rule 506 promulgated thereunder. The Company has established
general investor suitability requirements for all investors requiring that each
natural person or entity who subscribes for shares of Common Stock must be an
"accredited investor," as such term is defined in Regulation D under the
Securities Act. The Company, in its sole discretion, may increase the foregoing
requirements based upon more stringent requirements under state "Blue Sky" laws
or special circumstances. The undersigned acknowledges and agrees that the
Company is relying on the undersigned's representations contained in this
Questionnaire and the related subscription documents in determining whether to
accept the subscription.

Please contact Spencer G. Feldman, counsel to the Company, at Greenberg
Traurig, LLP, 200 Park Avenue, New York, New York 10166, (212) 801-9200, if you
have any questions in completing this Questionnaire.

If the answer to any question is "none" or "not applicable," please so
state.

Your answers will, at all times, be kept strictly confidential; however,
everyone who agrees to purchase the shares of Common Stock hereby agrees that
the Company may present this Questionnaire to such parties as it deems
appropriate in order to assure itself that the offer and sale of the shares of
Common Stock to you will not result in a loss of the exemption from registration
under the Securities Act, which is being relied upon by the Company in
connection with the sale of the shares of Common Stock.

Please complete this Questionnaire as thoroughly as possible and sign, date
and return one copy. In case of insufficient space, please use the reverse side
to assure that complete answers are submitted.

<PAGE>

Please print or type:

1.     NAME(S) IN WHICH SHARES OF COMMON STOCK ARE TO BE HELD:

          A.
             -------------------------------------------------------------------
             First Name       Initial      Last Name

          B.
             -------------------------------------------------------------------

          C.
             -------------------------------------------------------------------
             Entity

             (if a husband and wife are purchasing the shares of Common
             Stock, give the name of both the husband and the wife.)

2.     SOCIAL SECURITY NUMBER(S) or TAX IDENTIFICATION NUMBER(S):

          A.       ______________________________

          B.       ______________________________

          C.       ______________________________

3.        MANNER IN WHICH TITLE TO BE HELD (Please Check One):

          ________ Individual Ownership
          ________ Community Property
          ________ Tenants in Common
          ________ Joint Tenants with Rights of Survivorship
          ________ Partnership
          ________ Corporation
          ________ As Custodian, Executor or Trustee for _______________________

FOR INDIVIDUAL INVESTORS:

4.     Residential Address and Telephone Number:

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

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

          Date of Birth: (A) __________________             (B) ________________
          Occupation:  (A) __________________               (B) ________________
          Position:  (A) ____________________               (B) ________________
          Business Address and Telephone Number:

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

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

          Person or Persons to be Contacted at Place of Employment:

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

          Bank or Banks at Which Checking and/or Savings Accounts are Located:


                                       2
<PAGE>

          Name or Names of Banks:
                                 -----------------------------------------------
          Branch  ____________________  Address:
                                                --------------------------------
          or Addresses
                      ----------------------------------------------------------
          Persons at Bank or Banks to Contact and Telephone Number:
                                                                    ------------

5.     In Which State Do You Currently:

          A. Maintain your primary residence?
                                             -----------------------------------

          B. Maintain secondary residence, if any?
                                             -----------------------------------

          C. Vote?
                                             -----------------------------------

          D. File income tax returns?
                                             -----------------------------------

          E. Maintain a driver's license?
                                             -----------------------------------

         Number of years at primary residence listed above?
                                             -----------------------------------

6.     Please answer the following questions:

         A.       My net worth exceeds $_______________, and consists of the
                  following assets (in the case of natural persons, net worth
                  may be individual net worth or joint net worth with a spouse
                  and may be inclusive of home, home furnishings and
                  automobiles):

                  Cash:                                     $_______________
                  Marketable Securities:                    $_______________
                  Other (specify below):                    $_______________
                  Total Assets: $_______________ The above net worth takes into
                  account my current assets and other assets diminished by my
                  current liabilities and other liabilities including contingent
                  liabilities, such as threatened or pending lawsuits and
                  proceedings.

                  All assets included in the computations represent either real
                  estate, shares of stock or other securities or other personal
                  property to which legal and equitable title are solely in my
                  name or represent my proportionate interest therein.

                  All values are taken at the lower of cost or current market
                  value.

         B.       My individual gross income (or my joint gross income together
                  with my spouse) from business, wages and investments for the
                  immediately preceding calendar year was $_______________
                  ($_______________ joint) and for the year prior to that was
                  $_______________ ($_______________ joint). I estimate that my
                  individual (or joint) gross income for the present calendar
                  year will be approximately $_______________ ($_______________
                  joint).

         C.       I am aware that the proposed offering of the shares of Common
                  Stock will involve non-marketable, non-transferable securities
                  requiring my capital investment to be maintained for an
                  indefinite period of time.

                             Yes ________                   No ________

7.     Please indicate whether you are a director, officer, employee, owner of
       an interest in or an "affiliate" of any securities brokerage firm which
       is a member of the National Association of Securities Dealers, Inc. (An
       "affiliate," as defined in Rule 405 of the Securities Act, means one


                                       3
<PAGE>

          who directly or indirectly, through one or more intermediaries,
          controls or is controlled by or is under common control with such
          person.)

                             Yes ________ No ________

          If yes, please state the firm name and address and describe
          your relationship.

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

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

8.     Please indicate the highest academic degree held by you.

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

9.     Describe your principal business activities during the last five years.

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


10.       A.   Please indicate the names of partnerships in which you have made
               previous investments (unregistered private placements). (Note:
               Include herein the type of business conducted by the partnership
               such as real estate, oil, mineral or other kind or type of
               partnership business.)

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

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

          B.   Please indicate the name and business of corporate entities in
               which you have made investments (unregistered private
               placements).

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

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

11.       Please provide in the space below any additional information which
          would evidence that you have sufficient knowledge and experience in
          financial and business matters so that you are capable of evaluating
          the merits and risks of investing in non-transferable, restricted
          securities of a corporate entity.

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

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

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

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

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


                                       4
<PAGE>

FOR CERTAIN QUALIFIED ORGANIZATIONS:
<TABLE>
<CAPTION>

12.  Additional information for corporate, partnership, LLC or trust
     subscribers:

<S>      <C>    <C>
         A.     Name of organization or entity:
                                               --------------------------------------------
         B.     Business address:
                                 ----------------------------------------------------------
         C.     Telephone:  (_____)
                                    -------------------------------------------------------
         D.     Send communications to the attention of:
                                                         ----------------------------------
         E.     Date of organization:
                                     ------------------------------------------------------
         F.     State of organization:
                                       ----------------------------------------------------
         G.     Tax identification no.:
                                       ----------------------------------------------------
         H.     Form of organization:
                                     ------------------------------------------------------
         Corporation ________       Partnership ____________  LLC ____________
         Trust ______________       Other (Describe) ________
-------------------------------------------------------------------------------------------

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

         I.     If a corporation, the organization has _____ has not _____
                elected to be taxed as a small business corporation for
                federal income tax purposes under the provisions of Subchapter
                S of the Internal Revenue Code of 1986, as amended.

         J.     The organization is actively engaged in the conduct of a trade
                or business:

                             Yes ________                   No ________

         K.     Describe purpose of formation or principal trade or business
                activity:
                         ------------------------------------------------------------------

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

-------------------------------------------------------------------------------------------
</TABLE>



         L.     Was such entity formed for the purpose of purchasing the shares
                of Common Stock?

                             Yes ________                   No ________

13.  The corporate, partnership, limited liability company or trust subscriber
     represents and warrants that it is (check one):

         _______a. A corporation, partnership, Massachusetts or similar business
trust, or organization described in Section 501(c)(3) of the Internal Revenue
Code (tax exempt organization), not formed for the specific purpose of acquiring
the shares of Common Stock, having total assets in excess of $5,000,000.

         _______b. A bank, savings and loan association or other similar
institution (as defined in Sections 3(a)(2) and 3(a)(5)(A) of the Securities
Act).

         _______c. An insurance company (as defined in Section 2(13) of the
                   Securities Act).


         _______d. An investment company registered under the Investment
                   Company Act of 1940.


                                       5
<PAGE>

         _______e. A business development company (as defined in Section
2(a)(48) of the Investment Company Act of 1940) or a private business
development company (as defined in Section 202(a)(22) of the Investment Advisers
Act of 1940).

         _______f. A Small Business Investment Company licensed by the U.S.
Small Business Administration under Section 301(c) or (d) of the Small Business
Investment Act of 1958.

         _______g. A broker or dealer registered pursuant to Section 15 of the
Securities Exchange Act of 1934, as amended.

         _______h. A plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its political
subdivisions for the benefit of its employees, which plan has total assets in
excess of $5,000,000.

         _______i. An 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.

         _______j. An employee benefit plan within the meaning of the Employee
Retirement Income Security Act of 1974 having total assets in excess of
$5,000,000.

         _______k. A self-directed employee benefit plan within the meaning of
the Employee Retirement Income Security Act of 1974, with investment decisions
made solely by persons who are accredited investors as defined in Rule 501(a) of
Regulation D.

         _______l. A trust with total assets in excess of $5,000,000 not formed
for the specific purpose of acquiring the shares of Common Stock offered, whose
purchase is directed by a sophisticated person (i.e., a person who has such
knowledge and experience in financial and business matters that he is capable of
evaluating the merits and risks of an investment in the shares of Common Stock).

         _______m. An entity in which all of the equity owners are accredited
investors as defined in Rule 501(a) of Regulation D. (If subsection m is
checked, each equity owner must complete a subscriber's questionnaire).

14. Provide the following:

                  (1) If an S Corporation, the names of all officers, directors,
and stockholders.

                  (2) If a partnership, the names of all partners indicating
whether each person is a general partner or limited partner.

                  (3) Financial statements of corporate or partnership
subscriber, accompanied by certificate of an officer or general partner.

                  For each class of investor listed on the following page, this
signed Questionnaire must be accompanied by the following verification
documents:


                                       6
<PAGE>

          CORPORATE SUBSCRIBER

          A certified copy of a resolution of the corporation's board of
directors (i) designating the officer(s) of the corporation authorized to sign
on behalf of the corporation; and (ii) authorizing the contemplated investment.

          PARTNERSHIP AND LLC SUBSCRIBER

          A certificate signed by all the general partners or managing members
authorizing the general partner or managing member who signed the signature page
on behalf of the partnership or LLC to sign and to make the contemplated
investment on behalf of the partnership or LLC.

         TRUST SUBSCRIBER

          A certificate signed by all the trustees authorizing the trustee who
signed the signature page on behalf of the trust to sign and to make the
contemplated investment on behalf of the trust.

         CUSTODIAN SUBSCRIBER

          A certified copy of the instrument pursuant to which the custodian is
acting.

          I consent to the communication by the Company or its employees, agents
and affiliates or by any broker related to this transaction with any bank or
business reference set forth above.

          The foregoing statements are true and accurate to the best of my
information and belief, and I will notify the Company of any change in the
foregoing answers.

<TABLE>
<CAPTION>

<S>                                                            <C>
FOR INDIVIDUAL SUBSCRIBERS(S)                                  FOR CORPORATE, PARTNERSHIP, LLC OR
                                                               TRUST SUBSCRIBERS
(A)
   ------------------------------------                        ------------------------------------
     Name of Subscriber [Please Print]                         Name of Subscriber [Please Print]


   ------------------------------------                        -------------------------------------
Signature                                                      Authorized Signatory


(B)
   ------------------------------------                        -------------------------------------
   Name of Subscriber [Please Print]                           Name and Title of Authorized Signatory
                                                               [Please Print]


---------------------------------------
Signature
Date and Place of Execution:
Date:                                                          Place:
   ------------------------------------                        ------------------------------------
</TABLE>


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