Exhibit 10.1
                                                                    ------------
                             SUBSCRIPTION AGREEMENT

Basic Empire Corporation
211 West Wall Street
Midland, Texas 79701-4556


Ladies and Gentlemen:

         The   undersigned   subscriber   ("Subscriber")   hereby  tenders  this
Subscription  Agreement (this "Agreement") in accordance with and subject to the
terms and conditions set forth herein:

1.       Subscription.

         1.1 Subscriber  hereby subscribes for and agrees to purchase the number
of shares  (the  "Shares")  of  common  shares,  $.001 par value per share  (the
"Common  Shares"),  of  Basic  Empire  Corporation,  a Nevada  corporation  (the
"Company"),  indicated on the  signature  page  attached  hereto at the purchase
price set forth on such  signature page (the  "Purchase  Price"),  such Purchase
Price being equal to the product of (i) the number of Common  Shares  subscribed
for by the Subscriber and (ii) current fair market value of the shares of Common
Shares.  Subscriber  has made or will make payment by wire  transfer of funds in
accordance with instructions from the Company in the full amount of the Purchase
Price of the Common Shares for which Subscriber is subscribing (the "Payment").

         1.2 This  Agreement  is part of an isolated  offering of Common  Shares
being  conducted  by the  Company  in  reliance  upon  the  exemption  from  the
registration  requirements  of the  Securities  Act of 1933,  as  amended  ( the
"Act"), afforded by Section 4(2) thereunder.

         1.3 The Company will hold closing of the offering  (the  "Closing")  at
any mutually  agreeable time,  hereinafter  sometimes  referred to as a "Closing
Date."  Upon  receipt by the  Company of the  requisite  payment  for all Common
Shares to be purchased by the Subscriber, the Common Shares so purchased will be
issued in the name of the  Subscriber,  and the name of the  Subscriber  will be
registered  on the stock  transfer  books of the Company as the record  owner of
such Common Shares. The Company will promptly thereafter issue to the Subscriber
participating  in such  closing a stock  certificate  for the  Common  Shares so
purchased.

         1.4 Subscriber  hereby agrees to be bound hereby upon (i) execution and
delivery to the Company of the signature page to this Agreement and (ii) written
acceptance  on the  Closing  Date by the Company of  Subscriber's  subscription,
which shall be confirmed by faxing to the  Subscriber the signature page to this
Agreement that has been executed by the Company (the "Subscription").

2.       Offering Material.

         2.1  Subscriber  represents  and warrants  that it is in receipt of and
that  it has  carefully  read  all  documents  filed  by the  Company  with  the
Commission prior to the date of this Agreement.

         Said  documents   shall  be  referred  to  herein  as  the  "Disclosure
Documents."

3.       Conditions to Subscriber's Obligations.

         3.1 The obligation of Subscriber to close the transaction  contemplated
by this Agreement (the "Transaction") is subject to the satisfaction on or prior
to the Closing  Date of the  conditions  set forth in  Sections  3.2 through 3.5
hereof and the satisfaction of Section 3.6 on and as of the Closing Date.

         3.2 The Company shall have  executed  this  Agreement and delivered the
same to the Subscriber.

         3.3  The  Board  of  Directors  of  the  Company   shall  have  adopted
resolutions consistent with Section 4.1(e) below in a form reasonably acceptable
to the Subscriber.

         3.4  Subscriber  shall  have  received  copies  of  all  documents  and
information  which it may  have  reasonably  requested  in  connection  with the
Offering.


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         3.5 No stop order or  suspension  of trading shall have been imposed by
the Securities and Exchange  Commission (the "SEC"),  or any other  governmental
regulatory body with respect to public trading in Common Shares of the Company.

         3.6 The representations and warranties of the Company shall be true and
correct on and as of the Closing Date as though made on and as of such date.

4.       Representations and Warranties; Covenants; Survival.

         4.1 The Company represents and warrants to Subscriber that, at the date
of this Agreement and at the Closing Date on which  Subscriber  purchases Common
Shares:

                  (a) The  Company has the full power and  authority  to execute
and deliver  this  Agreement  and to perform  its  obligations  hereunder.  This
Agreement  constitutes the valid and legally binding  obligation of the Company,
enforceable in accordance  with its terms.  The Company need not give any notice
to, make any filings with, or obtain any authorization,  consent, or approval of
any government or  governmental  agency in order to consummate the  transactions
contemplated by this Agreement.

                  (b) The Company and each of its  subsidiaries are corporations
duly  organized,  validly  existing and in good standing under the laws of their
states of  incorporation,  with all requisite  corporate  power and authority to
carry on the business in which they are engaged and to own the  properties  they
own,  and the  Company  has all  requisite  power and  authority  to execute and
deliver this Agreement and to consummate the transactions  contemplated  hereby.
The Company and each of its  subsidiaries  are duly qualified and licensed to do
business and are in good standing in all jurisdictions where the nature of their
business  makes such  qualification  necessary,  except  where the failure to be
qualified or licensed  would not have a material  adverse effect on the business
of the Company and its subsidiaries, taken as a whole.

                  (c) Except as set forth in the Company's filings with the SEC,
there are no legal  actions  or  administrative  proceedings  or  investigations
instituted,  or to the best  knowledge  of the Company  threatened,  against the
Company,  that could reasonably be expected to have a material adverse effect on
the Company or any subsidiary,  any of the Common Shares, or the business of the
Company and its subsidiaries, or which concerns the transactions contemplated by
this Agreement.

                  (d) The Company, by appropriate and required corporate action,
has, or will have prior to the Closing,  duly  authorized  the execution of this
Agreement and the issuance and delivery of the Common Shares.  The Common Shares
are not subject to preemptive or other rights of any stockholders of the Company
and  when  issued  in  accordance  with  the  terms  of this  Agreement  and the
Certificate of Incorporation of the Company, as amended and currently in effect,
the Common Shares will be validly issued,  fully paid and nonassessable and free
and clear of all  pledges,  liens and  encumbrances.  The issuance of the Common
Shares hereunder will not trigger any outstanding antidilution rights.

                  (e)  Performance  of this  Agreement and  compliance  with the
provisions hereof will not violate any provision of any applicable law or of the
Certificate  of  Incorporation  or  Bylaws  of  the  Company,  or of  any of its
subsidiaries,  and, will not conflict with or result in any breach of any of the
terms,  conditions or provisions of, or constitute a default under, or result in
the creation or imposition of any lien,  charge or encumbrance  upon, any of the
properties or assets of the Company, or of any of its subsidiaries,  pursuant to
the  terms of any  indenture,  mortgage,  deed of trust  or other  agreement  or
instrument binding upon the Company, or any of its subsidiaries, other than such
breaches,  defaults or liens which would not have a material  adverse  effect on
the Company and its subsidiaries taken as a whole. The Company is not in default
under any provision of its charter or by-laws or other organizational  documents
or under any  provision of any  agreement or other  instrument  to which it is a
party  or by  which it is  bound  or of any  law,  governmental  order,  rule or
regulation  so as to affect  adversely  in any  material  manner its business or
assets or its condition, financial or otherwise.

                  (f) The Disclosure  Documents,  taken together, do not contain
any  untrue  statement  of a  material  fact or omit to  state a  material  fact
required  to be stated  therein to make the  statements  contained  therein  not
misleading.


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                  (g) The  Company has  provided  Subscriber  with all  material
public  information  in  connection  with the  business  of the  Company and the
transactions  contemplated by this Agreement,  and no representation or warranty
made, nor any document,  statement, or financial statement prepared or furnished
by the Company in connection  herewith contains any untrue statement of material
fact,  or omits to state a material  fact  necessary to make the  statements  or
facts contained herein or therein not misleading.

                  (h) This Agreement has been duly executed and delivered by the
Company  and  constitutes  a  valid  and  binding  obligation  of  the  Company,
enforceable against the Company in accordance with its terms.

                  (i) No registration, authorization, approval, qualification or
consent  of any  court or  governmental  authority  or agency  is  necessary  in
connection  with the execution  and delivery of this  Agreement or the offering,
issuance or sale of the Common Shares under this Agreement.

                  (j) The  Company is not now,  and after the sale of the Common
Shares under this Agreement and under all other  agreements and the  application
of the net  proceeds  from  the  sale  of the  Common  Shares  will  not be,  an
"investment  company" within the meaning of the Investment  Company Act of 1940,
as amended.

                  (k) The Company has filed all material tax returns required to
be filed, which returns are true and correct in all material  respects,  and the
Company is not in default in the payment of any taxes,  including  penalties and
interest,  assessments,  fees and other charges,  shown thereon due or otherwise
assessed,  other than those being contested in good faith and for which adequate
reserves have been provided or those currently  payable  without  interest which
were payable pursuant to said returns or any assessments with respect thereto.

                  (l) The Company has not taken any action  outside the ordinary
course of business  designed to or that might reasonably be expected to cause or
result in  stabilization  or  manipulation  of the price of the Common Shares to
facilitate   the  sale  or  resale  of  the  Common  Shares  in  any  manner  in
contravention of applicable securities laws.

                  (m)   Subject   to   the   accuracy   of   the    Subscriber's
representations and warranties in Section 7 of this Agreement,  the offer, sale,
and issuance of the Common Shares in conformity with the terms of this Agreement
constitute  transactions exempt from the registration  requirements of Section 5
of the Act and from the registration or  qualification  requirements of the laws
of any applicable state or United States jurisdiction.

                  (n) Neither the Company,  nor any of its  affiliates,  nor any
person acting on its or their behalf, has directly or indirectly made any offers
or sales in any  security  or  solicited  any offers to buy any  security  under
circumstances  that would require  registration  under the Securities Act of the
issuance  of the Shares to the  Subscriber.  The  issuance  of the Shares to the
Subscriber  will not be  integrated  with any other  issuance  of the  Company's
securities  (past,  current or future) for purposes of the  Securities  Act. The
Company will not make any offers or sales of any security (other than the Common
Shares) that would cause the offering of the Common Shares to be integrated with
any other offering of securities by the Company for purposes of any registration
requirement under the Securities Act or any applicable rules of Nasdaq.

                  (o) The Company is in material  compliance with all applicable
securities (or "Blue Sky") laws of the states of the United States in connection
with the issuance and sale of the Common Shares to Subscriber.

                  (p) The Company shall use all commercially  reasonable efforts
to keep the Common Shares quoted on the OTC Bulletin Board.

5.       Transfer and Registration Rights.

         5.1 Subscriber  acknowledges that it is acquiring the Common Shares for
its own  account and for the  purpose of  investment  and not with a view to any
distribution  or resale thereof within the meaning of the Act and any applicable
state or other securities laws ("State Acts"). Subscriber further agrees that it
will not sell, assign, transfer or otherwise dispose of any of the Common Shares
in  violation  of the  Act or  State  Acts  and  acknowledges  that,  in  taking
unregistered  Common Shares, it must continue to bear economic risk in regard to
its  investment  for an indefinite  period of time because of the fact that such
Common Shares have not been  registered  under the Act or State Acts and further


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realizes that such Common Shares cannot be sold unless  subsequently  registered
under  the  Act and  State  Acts  or an  exemption  from  such  registration  is
available.  Subscriber  further  recognizes that the Company is not assuming any
obligation to register such Common Shares.  Subscriber  also  acknowledges  that
appropriate legends reflecting the status of the Common Shares under the Act and
State Acts may be placed on the face of the  certificates for such Common Shares
at the time of their transfer and delivery to the holder thereof. This Agreement
is made with Subscriber in reliance upon Subscriber's above representations.

         5.2  Mandatory  Registration.  Upon  receipt of  written  demand by the
Subscriber,  the Company shall prepare,  and, as soon as  practicable  but in no
event later than 60 calendar  days after the date of such notice,  file with the
SEC a  Registration  Statement or  Registration  Statements (as is necessary) on
Form S-3 (or if such form is  unavailable,  such other form as is available  for
registration) covering the resale of all of the Shares. The initial Registration
Statement  prepared  pursuant  hereto  shall  register  for resale at least that
number of Company  common  stock  shares equal to the number of Shares as of the
date  immediately  preceding  the date the  Registration  Statement is initially
filed  with the SEC,  subject  to  adjustment.  The  Company  shall use its best
efforts to have the Registration Statement declared effective by the SEC as soon
as  practicable,  but in no event  later than 120  calendar  days after the date
notice is received.

5.3      Piggy Back Registration Rights.

         (a) If the Company  decides,  including  as  required  under any demand
registration rights agreement, to register any of its common stock or securities
convertible  into or exchangeable for common stock under the Securities Act on a
form which is suitable for an offering for cash or shares of the Company held by
third  parties and which is not a  registration  solely to implement an employee
benefit  plan, a  registration  statement on Form S-4 (or  successor  form) or a
transaction  to  which  Rule  145 or  any  other  similar  rule  of  the  SEC is
applicable,  the Company will promptly give written  notice to the Subscriber of
its intention to effect such a registration.  Subject to Section 4(b) below, the
Company  shall  include  all of the Shares  that the  Subscriber  requests to be
included in such a  registration  by a written  notice  delivered to the Company
within fifteen (15) days after the notice given by the Company.

         (b) If the registration, as described in Section 5.3(a) above, involves
an underwritten offering, the Company will not be required to register Shares in
excess of the amount that the principal underwriter reasonably and in good faith
recommends may be included in such offering (a "Cutback"), which recommendation,
and  supporting  reasoning,  shall be  delivered  to the  Subscriber.  If such a
Cutback  occurs,  the number of shares  that are  entitled  to  included  in the
registration and underwriting  shall be allocated in the following  manner:  (i)
first,  to the  Company  for any  securities  it  proposes  to sell  for its own
account,  (ii) second, to the Subscriber requiring such registration,  and (iii)
third,  to other  holders of stock of the Company  requesting  inclusion  in the
registration,  pro rata among the respective holders thereof on the basis of the
number  of  shares  for  which  each  such   requesting   holder  has  requested
registration.

         5.4 The Common  Shares  issued  pursuant to this  Agreement  may not be
transferred  except in a  transaction  which is in  compliance  with the Act and
State Acts.

6.       Closing.

         6.1 The Closing of the sale of the Common  Shares to  Subscriber  shall
take  place at the  offices  of the  Company  at such  time as the  Company  and
Subscriber shall mutually agree.

7.       Subscriber Representations.  Subscriber hereby represents, warrants and
acknowledges and agrees with the Company as follows:

         7.1  Subscriber  has been  furnished  with and has  carefully  read the
Disclosure Documents as set forth in Section 2.1 hereto and is familiar with the
terms of the Offering.  With respect to individual or partnership  tax and other
economic considerations  involved in this investment,  Subscriber is not relying
on the  Company  (or  any  agent  or  representative  of  any  of the  Company).
Subscriber has carefully  considered and has, to the extent Subscriber  believes
such discussion  necessary,  discussed with Subscriber's  legal, tax, accounting
and financial advisers the suitability of an investment in the Common Shares for
Subscriber's particular tax and financial situation.

         7.2 Subscriber has had an  opportunity  to inspect  relevant  documents
relating  to  the  organization  and  operations  of  the  Company.   Subscriber
acknowledges that all documents, records and books pertaining to this investment
which  Subscriber  has  requested  have been made  available  for  inspection by
Subscriber and Subscriber's attorney, accountant or other adviser(s).


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         7.3 Subscriber and/or Subscriber's advisor(s) has/have had a reasonable
opportunity  to ask questions of and receive  answers and to request  additional
relevant  information  from a person or persons  acting on behalf of the Company
concerning the offering.

         7.4 Subscriber is not  subscribing for the Common Shares as a result of
or  subsequent  to any  advertisement,  article,  notice or other  communication
published  in any  newspaper,  magazine  or  similar  media  or  broadcast  over
television or radio or presented at any seminar.

         7.5 Subscriber is an "accredited  investor," within the meaning of Rule
501(a) of Regulation D under the Securities Act ("Regulation D"). Subscriber, by
reason of  Subscriber's  business or  financial  experience  or the  business or
financial experience of Subscriber's  professional advisers who are unaffiliated
with and who are not  compensated  by the Company or any  affiliate of either of
them, directly or indirectly,  can be reasonably assumed to have the capacity to
protect   Subscriber's   own  interests  in  connection  with  the  transaction.
Subscriber  further  acknowledges that Subscriber has read the written materials
provided by the Company.

         7.6 Subscriber has adequate means of providing for Subscriber's current
financial  needs and  contingencies,  is able to bear the  substantial  economic
risks of an investment  in the Common  Shares for an indefinite  period of time,
has no need for liquidity in such  investment  and, at the present  time,  could
afford a complete loss of such investment.

         7.7 Subscriber has such knowledge and experience in financial,  tax and
business  matters  so as to  enable  Subscriber  to  use  the  information  made
available to Subscriber  in connection  with the offering to evaluate the merits
and  risks  of an  investment  in the  Common  Shares  and to make  an  informed
investment decision with respect thereto.

         7.8 Subscriber  acknowledges  that the Common Shares herein  subscribed
for have not been  registered  under the Act or under any State Act.  Subscriber
understands further that in absence of an effective Registration Statement,  the
Common Shares can only be sold  pursuant to some  exemption  from  registration,
such as Rule 144 of the Act, which requires,  among other  conditions,  that the
Common Shares must be held for a minimum of one (1) year.

         7.9 Subscriber recognizes that investment in the Common Shares involves
substantial risks. Subscriber acknowledges that Subscriber has reviewed the risk
factors   identified  within  the  Disclosure   Documents.   Subscriber  further
recognizes  that no Federal or state  agencies have passed upon this offering of
the Common  Shares or made any finding or  determination  as to the  fairness of
this investment.

         7.10 Subscriber  acknowledges  that each  certificate  representing the
Common Shares shall contain a legend substantially in the following form:

         THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
         ACT OF 1933 (THE  "SECURITIES  ACT") OR UNDER APPLICABLE STATE
         SECURITIES LAWS AND MAY NOT BE SOLD,  TRANSFERRED OR OTHERWISE
         DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT AND ANY
         APPLICABLE  STATE  SECURITIES  LAWS OR PURSUANT  TO  AVAILABLE
         EXEMPTIONS  FROM SUCH  REGISTRATION,  PROVIDED THAT THE SELLER
         DELIVERS TO THE COMPANY AN OPINION OF COUNSEL  (WHICH  OPINION
         AND  COUNSEL  ARE  REASONABLY  SATISFACTORY  TO  THE  COMPANY)
         CONFIRMING  THE  AVAILABILITY  OF  SUCH  EXEMPTION.  INVESTORS
         SHOULD  BE  AWARE  THAT  THEY  MAY BE  REQUIRED  TO  BEAR  THE
         FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF
         TIME.

         7.11 If this  Agreement  is  executed  and  delivered  on  behalf  of a
partnership,  corporation,  trust or estate: (i) such partnership,  corporation,
trust or  estate  has the full  legal  right and  power  and all  authority  and
approval  required  (a) to execute  and  deliver,  or  authorize  execution  and
delivery of, this Agreement and all other instruments  executed and delivered by
or on behalf of such  partnership,  corporation,  trust or estate in  connection
with the purchase of the Common Shares,  (b) to delegate authority pursuant to a
power of attorney  and (c) to purchase  and hold such  Common  Shares;  (ii) the
signature of the party signing on behalf of such partnership, corporation, trust
or estate is binding upon such partnership,  corporation,  trust or estate;  and


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(iii)  such  partnership,  corporation  or  trust  has not been  formed  for the
specific purpose of acquiring the Common Shares, unless each beneficial owner of
such  entity is  qualified  as an  "accredited  investor"  within the meaning of
Regulation  D and  has  submitted  information  substantiating  such  individual
qualification.

         7.12 If Subscriber is a retirement  plan or is investing on behalf of a
retirement plan,  Subscriber  acknowledges  that investment in the Common Shares
poses risks in addition to those  associated with other  investments,  including
the  inability to use losses  generated by an investment in the Common Shares to
offset taxable income.

8.       Understandings.

         Subscriber  understands,  acknowledges  and agrees  with the Company as
follows:

         8.1  Subscriber  hereby  acknowledges  and agrees  that upon  notice of
acceptance from the Company pursuant to Section 1.4, the Subscription  hereunder
is irrevocable by Subscriber, that, except as required by law, Subscriber is not
entitled to cancel,  terminate  or revoke this  Agreement or any  agreements  of
Subscriber  hereunder  and that  this  Subscription  Agreement  and  such  other
agreements  shall survive the death or  disability  of  Subscriber  and shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs,  executors,   administrators,   successors,   legal  representatives  and
permitted  assigns.  If Subscriber is more than one person,  the  obligations of
Subscriber   hereunder   shall  be  joint  and  several   and  the   agreements,
representations, warranties and acknowledgments herein contained shall be deemed
to be made  by and be  binding  upon  each  such  person  and his or her  heirs,
executors,  administrators,  successors,  legal  representatives  and  permitted
assigns.

         8.2 No federal or state agency has made any  findings or  determination
as to the  fairness  of the  terms  of  this  offering  for  investment  nor any
recommendations or endorsement of the Common Shares.

         8.3 The Offering is intended to be exempt from  registration  under the
Securities  Act by  virtue  of  Section  4(2)  of the  Securities  Act  and  the
provisions of Rule 506 of Regulation D thereunder

         8.4 It is  understood  that in order not to jeopardize  the  offering's
exempt status under  Section 4(2) of the  Securities  Act and  Regulation D, any
transferee  may, at a minimum,  be required to fulfill the investor  suitability
requirements thereunder.

         8.5 No person or entity acting on behalf,  or under the  authority,  of
Subscriber  is or will be entitled to any  broker's,  finder's or similar fee or
commission in connection with this Subscription.

         8.6  Subscriber  acknowledges  that the  information  furnished in this
Agreement by the Company to Subscriber  or its advisers in  connection  with the
Offering,  is  confidential  and  nonpublic  and  agrees  that all such  written
information  which is material and not yet publicly  disseminated by the Company
shall be kept in  confidence by  Subscriber  and neither used by Subscriber  for
Subscriber's personal benefit (other than in connection with this Subscription),
nor disclosed to any third party,  except  Subscriber's legal and other advisers
who shall be advised of the  confidential  nature of such  information,  for any
reason;  provided,  however,  that this  obligation  shall not apply to any such
information  that (i) is part of the public  knowledge or literature and readily
accessible  at the date hereof,  (ii) becomes a part of the public  knowledge or
literature and readily accessible by publication (except as a result of a breach
of this provision) or (iii) is received from third parties (except third parties
who disclose such information in violation of any confidentiality  agreements or
obligations,  including,  without limitation, any subscription agreement entered
into with the  Company).  The  representations,  warranties  and  agreements  of
Subscriber and the Company  contained herein and in any other writing  delivered
in  connection  with the  offering  shall be true and  correct  in all  material
respects on and as of the Closing Date of such Subscription as if made on and as
of the date the Company  executes this Agreement and shall survive the execution
and delivery of this Agreement and the purchase of the Common Shares.

         8.7 IN MAKING AN INVESTMENT  DECISION,  SUBSCRIBER MUST RELY ON ITS OWN
EXAMINATION  OF THE COMPANY AND THE TERMS OF THE OFFERING,  INCLUDING THE MERITS
AND RISKS INVOLVED.  THE COMMON SHARES HAVE NOT BEEN  RECOMMENDED BY ANY FEDERAL
OR STATE SECURITIES  COMMISSION OR REGULATORY  AUTHORITY.  ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.


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9.       Miscellaneous.

         9.1 Except as set forth  elsewhere  herein,  any notice or demand to be
given or served in connection  herewith shall be deemed to be sufficiently given
or served for all purposes by being sent as registered or certified mail, return
receipt requested,  postage prepaid, in the case of the Company, addressed to it
at the address set forth above.  As to the  Subscriber  to the address set forth
below:

                          Halter Financial Group, Inc.
                          12890 Hilltop Road
                          Argyle, Texas  76226
                          Attn: Timothy P. Halter, President

         9.2 This  Agreement  shall be enforced,  governed and  construed in all
respects in accordance with the laws of the State of Texas, and shall be binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors  and  assigns.  If any  provision  of this  Agreement  is  invalid or
unenforceable  under any applicable  statute or rule of law, then such provision
shall be deemed  inoperative  to the extent that it may conflict  therewith  and
shall be deemed to be modified to conform  with such statute or rule of law. Any
provision hereof that may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision hereof.

         9.3 In any action, proceeding or counterclaim brought to enforce any of
the  provisions of this Agreement or to recover  damages,  costs and expenses in
connection  with any breach of the  Agreement,  the  prevailing  party  shall be
entitled  to be  reimbursed  by the  opposing  party  for all of the  prevailing
party's  reasonable  outside  attorneys'  fees,  costs and  other  out-of-pocket
expenses incurred in connection with such action, proceeding or counterclaim.

         9.4 This Agreement  constitutes the entire  agreement among the parties
hereto with respect to the subject  matter  hereof.  There are no  restrictions,
promises,  warranties or  undertakings,  other than those set forth herein.  The
Company acknowledges that all material facts upon which it has relied in forming
its decision to enter into this  Agreement  are  expressly  set forth herein and
further  acknowledges  that the  Subscriber  has not  made any  representations,
express or implied, which are not set expressly set forth herein. This Agreement
supercedes all prior agreements and understandings among the parties hereto with
respect to the subject matter hereof.

         9.5 The Company shall  indemnify,  defend and hold harmless  Subscriber
and each of its agents, partners, members, officers, directors, representatives,
or affiliates  (collectively,  the "Subscriber Indemnities") against any and all
losses, liabilities,  claims and expenses,  including reasonable attorneys' fees
("Losses"),  sustained by Subscriber Indemnities resulting from, arising out of,
or connected with any material  inaccuracy in, breach of, or  nonfulfillment  of
any representation,  warranty, covenant or agreement made by or other obligation
of the Company  contained  in this  Agreement  or in any  document  delivered in
connection herewith.

         9.6 The Company shall not issue any public  statement or press release,
or  otherwise  disclose  in any manner the  identity of the  Subscriber  or that
Subscriber has purchased the Common Shares, without the prior written consent of
the Subscriber, except as may be required by applicable law.

10.      Signature. The signature page of this Agreement is contained as part of
the applicable Subscription Package, entitled "Signature Page."




                                       7
<PAGE>


                   SUBSCRIPTION AGREEMENT GENERAL INSTRUCTIONS
                   -------------------------------------------

General Instructions

         These  Subscription   Documents  contain  all  documents  necessary  to
subscribe for Common Shares, $.001 par value ("Common Shares"),  of Basic Empire
Corporation, a Nevada corporation (the "Company").

         You may subscribe for Common Shares by completing the Subscription
Agreement in the following manner:

         1. On line (a) of the signature  page state the number of Common Shares
you wish to purchase.

         2. On line (b) of the signature page state the total cost of the Common
Shares you wish to purchase.  To obtain the cost,  multiply the number of Common
Shares you desire to purchase by the  purchase  price per Common Share set forth
therein.

         3. Sign and state your address, telephone number and social security or
other taxpayer identification number on the lines provided on the signature page
to the Subscription  Agreement and deliver the completed  Subscription Agreement
with payment of the entire purchase price of the Common Shares subscribed for as
set forth below. Payment should be made in United States Dollars:

The Subscription Agreement Signature Page must be completed and signed. Send all
documents to:

                  Halter Financial Group, Inc.
                  12890 Hilltop Road
                  Argyle, Texas  76226
                  Attention:  Timothy P. Halter, President
                  Facsimile No.:  940-455-7337

         THE COMPLETED SUBSCRIPTION AGREEMENT SHOULD BE RETURNED IN ITS ENTIRETY
TO THE COMPANY ABOVE.

Acceptance of Delivery

         All questions as to the validity,  form, eligibility (including time of
receipt)  and  acceptance  of  the  completed  Subscription  Agreement  will  be
reasonably determined by the Company. The Company reserves the absolute right to
reject  the  completed  Subscription   Agreement,   in  its  sole  and  absolute
discretion.  The Company also reserves the right to waive any irregularities in,
or  conditions  of, the  submission  of completed  Subscription  Agreement.  The
Company shall be under no duty to give any  notification  of  irregularities  in
connection  with any  attempted  subscription  for  Common  Shares  or incur any
liability for failure to give such notification.  Until such irregularities have
been cured or waived,  no subscription for Common Shares shall be deemed to have
been made.  If the  Subscription  Agreement is not properly  completed and as to
which  defects  have not been cured or waived will be returned by the Company to
the Subscriber as soon as practicable.




                                       8
<PAGE>

                      SUBSCRIPTION AGREEMENT SIGNATURE PAGE

         The  undersigned  investor  hereby  certifies  that  he or she  (i) has
received and relied solely upon information provided by the Company, (ii) agrees
to all the terms and conditions of this Subscription Agreement,  (iii) meets the
suitability  standards  set forth in this  Subscription  Agreement and (iv) is a
resident of the state or foreign jurisdiction indicated below.

(a) The undersigned subscribes for 714,285 Common Shares.
(b) The total  cost of the  Common  Shares  subscribed  for,  at $.28 per Common
Share, is $200,000 (the "Purchase Price").

Halter Financial Group, Inc.     If other than Individual check one and indicate
-----------------------------    capacity of signatory under the signature:

                                 [_] Trust
                                 [_] Estate
-----------------------------    [_] Uniform Gifts to Minors Act of State of
Name of Subscriber (Print)       [_] Attorney-in-fact                        ---
                                 [X] Corporation
                                 [_] Other
                                          --------------------------------------



-----------------------------    If Joint Ownership, check one:
Name of Joint Subscriber
(if any) (Print)
                                 [_] Joint Tenants with Right of Survivorship
 /s/ Timothy P. Halter           [_] Tenants in Common
-----------------------------    [_] Tenants by Entirety
Signature of Subscriber          [_] Community Property


-----------------------------
Signature of Joint Subscriber
(if any)

President
-----------------------------
Capacity of Signatory
(if applicable)


-----------------------------    Backup Withholding Statement:
Social Security or               Please check this box only if the investor
Taxpayer Identification Number   is subject to:

                                 [_] backup withholding.
12890 Hilltop Road
-----------------------------
Address                          Foreign Person:
                                 Please check this box only if
                                 the investor is a:

Argyle     TX        76266       [_] nonresident  alien,  foreign  corporation,
-----------------------------        foreign  partnership,   foreign  trust  or
City      State     Zip Code         foreign estate.


Telephone (   )
Telecopy No. (940) 455-7337

The investor agrees to the terms of this Subscription Agreement and, as required
by the  Regulations  pursuant to the  Internal  Revenue  Code,  certifies  under
penalty  of  perjury   that  (1)  the  Social   Security   Number  or   Taxpayer
Identification Number and address provided above is correct, (2) the investor is
not subject to backup withholding  (unless the Backup Withholding  Statement box
is checked) either because he has not been notified that he is subject to backup
withholding  as a result of a failure to report all  interest  or  dividends  or
because  the  Internal  Revenue  Service has  notified  him that he is no longer
subject to backup  withholding  and (3) the investor  (unless the Foreign Person
box above is checked) is not a nonresident alien, foreign  partnership,  foreign
trust or foreign estate.

         THE SUBSCRIPTION FOR 714,285 COMMON SHARES OF BASIC EMPIRE  CORPORATION
BY THE ABOVE NAMED SUBSCRIBER(S) IS ACCEPTED AS OF MAY 25, 2004.

                                     BASIC EMPIRE CORPORATION

                                     By: /s/ Glenn A. Little
                                        ----------------------------------------
                                        Glenn A. Little, Chief Executive Officer




                                       9