CYBER DEFENSE SYSTEMS, INC.
                             SHARES OF COMMON STOCK

                             SUBSCRIPTION AGREEMENT

Gentlemen:

      Cyber Defense Systems, Inc., a Florida corporation (the "COMPANY"), hereby
confirms its agreement  with Equipment  Depot,  Inc. (the  "PURCHASER"),  as set
forth below.

            1. The  Securities.  Subject  to the  terms  and  conditions  herein
contained,  the Company proposes to issue and sell to the Purchaser an aggregate
of 2,000,000  shares (the  "SHARES") of its Common  Stock,  $0.001 par value per
share (the "COMMON STOCK"), at a price of $1.00 per share.

            The Shares being  purchased  from the Company are  sometimes  herein
collectively  referred to as the "SECURITIES."  This agreement  ("AGREEMENT") is
sometimes referred to as the "TRANSACTION DOCUMENTS."

            The Securities will be offered and sold to the Purchaser pursuant to
the  Registration  Statement  (Reg.  No.  333-12503)  declared  effective by the
Securities and Exchange Commission (the "SEC").

            In connection with the sale of the Securities,  the Company has made
available  (including  electronically  via the  Commission's  EDGAR  system)  to
Purchaser the Registration Statement and all other public filings that have been
made since.  (the  "DISCLOSURE  DOCUMENTS.") All references in this Agreement to
financial  statements and schedules and other  information which is "contained,"
"included" or "stated" in the Disclosure  Documents (or other references of like
import) shall be deemed to mean and include all such  financial  statements  and
schedules,  documents,  exhibits and other  information which is incorporated by
reference in the Disclosure Documents.

            The Disclosure  Documents as of their  respective dates did not, and
will not (after  giving  effect to any  updated  disclosures  therein) as of the
Closing  Date as defined in Section 3 below,  contain any untrue  statement of a
material fact or omit to state a material fact  necessary to make the statements
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading. The Disclosure Documents and the documents incorporated or deemed to
be incorporated by reference  therein,  at the time they were filed or hereafter
are filed with the Commission,  complied and will comply, at the time of filing,
in  all  material  respects  with  the  requirements  of the  Securities  Act as
applicable. The Purchaser acknowledges that it has been informed that there have
been  certain  developments  in the  Company's  business  since  the date of the
Registration  Statement,  including but not limited to the Company's acquisition
of Techsphere,  Inc. The Purchaser  acknowledges that it has had the opportunity
to ask any  questions  that it  desires  with the  Company's  President  William
Robinson.

<PAGE>

                  (a) The  Company  has been duly  incorporated  and is  validly
existing in good standing as a corporation under the laws of its jurisdiction of
incorporation,  with the  requisite  corporate  power and  authority  to own its
properties  and  conduct its  business  as now  conducted  as  described  in the
Disclosure  Documents  and  is  duly  qualified  to  do  business  as a  foreign
corporation in good standing in all other  jurisdictions  where the ownership or
leasing  of  its  properties  or  the  conduct  of its  business  requires  such
qualification,   except  where  the  failure  to  be  so  qualified  would  not,
individually  or in  the  aggregate,  have  a  material  adverse  effect  on the
business,  condition (financial or other),  properties,  prospects or results of
operations of the Company (any such event, a "MATERIAL ADVERSE  EFFECT").  As of
the Closing Date, the Company has 56,617,226  shares currently  outstanding (not
including  any shares sold in this  Offering)  (the  "COMPANY  CAPITALIZATION");
except as set forth in the  Disclosure  Documents  the Company does not have any
subsidiary  or own  directly or  indirectly  any of the  capital  stock or other
equity or long-term debt  securities of or have any equity interest in, or owner
of any  indebtedness  of any  other  person;  all of the  outstanding  shares of
capital stock of the Company have been duly authorized and validly  issued,  are
fully paid and  nonassessable and were not issued in violation of any preemptive
or  similar  rights  and are owned  free and clear of all  liens,  encumbrances,
equities,  and restrictions on transferability  (other than those imposed by the
Securities Act and the state securities or "Blue Sky" laws) or voting; except as
set forth in the  Disclosure  Documents,  except as set forth in the  Disclosure
Documents,  no options,  warrants or other rights to purchase  from the Company,
agreements  or other  obligations  of the  Company  to issue or other  rights to
convert any obligation  into, or exchange any securities  for, shares of capital
stock of or ownership  interests in the Company are  outstanding and there is no
agreement,  understanding  or  arrangement  among  the  Company  and  any of its
stockholders or any other person relating to the ownership or disposition of any
capital  stock of the Company or the election of directors of the Company or the
governance  of  the   Company's   affairs,   and,  if  any,   such   agreements,
understandings  and arrangements will not be breached or violated as a result of
the  execution  and  delivery  of,  or  the  consummation  of  the  transactions
contemplated by, the Transaction Documents.

                  (b)  The  Company  has  the  requisite   corporate  power  and
authority to enter into and execute,  deliver and perform its obligations  under
the Transaction Documents,  including,  without limitation, to transfer and sell
the Shares to  Purchaser.  Each of the  Transaction  Documents has been duly and
validly  authorized  by the Company  and,  when  executed  and  delivered by the
Company,  will constitute a valid and legally binding  agreement of the Company,
enforceable  against  the  Company in  accordance  with its terms  except as the
enforcement   thereof   may   be   limited   by  (A)   bankruptcy,   insolvency,
reorganization,  fraudulent conveyance,  moratorium or other similar laws now or
hereafter in effect relating to or affecting  creditors' rights generally or (B)
general  principles  of equity and the  discretion of the court before which any
proceeding  therefore may be brought  (regardless of whether such enforcement is
considered   in  a  proceeding   at  law  or  in  equity)   (collectively,   the
"ENFORCEABILITY EXCEPTIONS").

                                       2
<PAGE>

                  (c)  The  Company  has  sole  legal,  nominal  and  beneficial
ownership  and title to the  Shares,  free and clear of all  adverse  interests,
liens,  claims  and  encumbrances,  and has the sole right to vote or direct the
voting  of  the  Shares.   The  delivery  of  the  Certificate  or  certificates
representing  the Shares of the Company,  duly endorsed or  accompanied  by duly
executed  stock powers,  will transfer to the  Purchaser  good and  indefeasible
title to such shares,  free and clear of all liens,  proxies,  encumbrances  and
claims of every kind and the  Company  will  forever  warrant  and defend  (with
counsel acceptable to the Purchaser) such title, and indemnify the Purchaser for
all adverse claims,  demands,  or liability with respect to the validity of such
title or transfer thereof,  against any claimants thereto.  The Shares have been
duly  authorized  and, when issued upon payment  thereof in accordance with this
Agreement,  will have been validly  issued,  fully paid and  nonassessable.  The
Common Stock of the Company conforms to the description thereof contained in the
Disclosure  Documents.  The  stockholders  of the Company have no  preemptive or
similar rights with respect to the Common Stock.

                  (d)   No   consent,    approval,    authorization,    license,
qualification, exemption or order of any court or governmental agency or body or
third  party or other act is required  for the  performance  of the  Transaction
Documents  by the Company or for the  consummation  by the Company of any of the
transactions  contemplated  thereby,  or the  application of the proceeds of the
issuance of the  Securities  as  described  in this  Agreement,  except for such
consents, approvals,  authorizations,  licenses,  qualifications,  exemptions or
orders (i) as have been obtained on or prior to the Closing Date, or (ii) as are
not  required  to be  obtained  on or prior to the  Closing  Date  that  will be
obtained when required.

                  (e)  The  Company  or  any of its  operations,  is not  (i) in
material  violation  of its  articles  of  incorporation  or bylaws (or  similar
organizational Documents), (ii) in breach or violation of any statute, judgment,
decree, order, applicable law, rule or regulation applicable to it or any of its
properties or assets, or (iii) except as described in the Disclosure  Documents,
in default or breach (nor has any event occurred which with notice or passage of
time,  or both,  would  constitute  a default or breach) in the  performance  or
observance of any obligation,  agreement, covenant or condition contained in any
contract,  indenture,  mortgage,  deed of trust,  loan agreement,  note,  lease,
license, franchise agreement,  permit, certificate or agreement or instrument to
which it is a party or to which it is subject,  which  default or breach  would,
individually or in the aggregate,  have a Material Adverse Effect or which would
create any  liability,  obligation,  cost or expense to for Purchaser  after the
Closing.

                  (f) The execution,  delivery and performance by the Company of
the  Transaction   Documents  and  the   consummation  by  the  Company  of  the
transactions  contemplated thereby and the fulfillment of the terms thereof will
not (a)  violate,  conflict  with or  constitute  or  result in a breach of or a
default under (or an event that,  with notice or lapse of time,  or both,  would
constitute a breach of or a default  under) (b) result in the  imposition of any
lien  upon or with  respect  to any of the  properties  or  assets  now owned or
hereafter  acquired  by the  Company;  (c) give any  third  party  the  right to
terminate or accelerate  any obligation of Company under any of (i) the terms or
provisions of any contract, indenture,  mortgage, deed of trust, loan agreement,
note, lease, license,  franchise agreement,  permit, certificate or agreement or
instrument to which the Company is a party or to which any of its  properties or
assets are subject,  (ii) the articles of incorporation or bylaws of the Company
(or similar organizational  Documents) or (iii) any statute,  judgment,  decree,
order,  rule or  regulation  of any court or  governmental  agency or other body
applicable  to the  Company or their  respective  properties  or assets or which
violation,  conflict,  breach,  default or lien  would,  individually  or in the
aggregate, have a Material Adverse Effect.

                                       3
<PAGE>

                  (g) The audited consolidated  financial statements included in
the  Disclosure  Documents  are accurate  and  complete  and present  fairly the
consolidated financial position,  results of operations,  cash flows and changes
in  shareholders'  equity of the  entities,  at the dates and for the periods to
which they relate and have been prepared in accordance  with generally  accepted
accounting  principles  applied on a  consistent  basis;  the interim  unaudited
consolidated  financial  statements  included in the  Disclosure  Documents  are
accurate and complete and present fairly the  consolidated  financial  position,
results of operations  and cash flows of the entities,  at the dates and for the
periods to which they relate subject to year-end audit adjustments and have been
prepared in accordance with generally accepted accounting  principles applied on
a consistent basis with the audited  consolidated  financial statements included
therein;  the selected financial and statistical data included in the Disclosure
Documents  are accurate and complete and present  fairly the  information  shown
therein  and have been  prepared  and  compiled on a basis  consistent  with the
audited  financial  statements  included  therein,  except as  otherwise  stated
therein;  and each of the  auditors  previously  engaged by the Company or to be
engaged  in the  future  by  the  Company  is an  independent  certified  public
accountant  as  required  by  the  Securities  Act  for an  offering  registered
thereunder.

                  (h) Except as described in the Disclosure Documents,  there is
not pending or, to the knowledge of the Company,  threatened  any action,  suit,
proceeding,  inquiry or investigation,  governmental or otherwise,  to which the
Company  is a party,  or to which  their  respective  properties  or assets  are
subject,  before or brought by any court,  arbitrator or governmental  agency or
body, or any other party that, if  determined  adversely to the Company,  would,
individually  or in  the  aggregate,  have  a  Material  Adverse  Effect,  would
adversely  effect the  Company's  performance  under the  Agreement or which may
result in an obligation or liability on the Purchaser  after the closing of this
transaction  or which  have  created  or might  in the  future  create a lien or
adverse claim against the Shares,  that have not been  corrected or disclosed in
writing  to the  Purchaser,  nor are  there  any  threats  thereof  known to the
Company,  or that seeks to  restrain,  enjoin,  prevent the  consummation  of or
otherwise  challenge the issuance or sale of the Securities to be sold hereunder
or the application of the proceeds therefrom or the other transactions described
in the Disclosure Documents.

                  (i) The Company own or  possesses  adequate  licenses or other
rights to use all patents,  trademarks,  service marks, trade names,  copyrights
and know-how that are necessary to conduct their  businesses as described in the
Disclosure  Documents.  Neither the Company has received  any written  notice of
infringement of (or knows of any such infringement of) asserted rights of others
with respect to any patents, trademarks,  service marks, trade names, copyrights
or know-how that, if such assertion of  infringement or conflict were sustained,
would, individually or in the aggregate, have a Material Adverse Effect.

                  (j) The Company possesses all licenses, permits, certificates,
consents,  orders,  approvals and other  authorizations  from,  and has made all
declarations and filings with, all federal,  state, local and other governmental
authorities,  all  self-regulatory   organizations  and  all  courts  and  other
tribunals  presently  required or necessary to own or lease, as the case may be,
and to  operate  its  respective  properties  and  to  carry  on its  respective
businesses  as now or proposed to be  conducted  as set forth in the  Disclosure
Documents  ("PERMITS"),  except where the failure to obtain such  Permits  would
not,  individually or in the aggregate,  have a Material  Adverse Effect and the
Company has not received any notice of any proceeding  relating to revocation or
modification  of  any  such  Permit,  except  as  described  in  the  Disclosure
Documents.

                                       4
<PAGE>

                  (k) Subsequent to the respective dates as of which information
is given in the Disclosure  Documents and except as described  therein,  (i) the
Company has not incurred  any material  liabilities  or  obligations,  direct or
contingent, or entered into any material transactions not in the ordinary course
of  business  or (ii) the  Company  has not  purchased  any of their  respective
outstanding  capital stock, or declared,  paid or otherwise made any dividend or
distribution of any kind on any of their respective  capital stock or otherwise,
(iii) there has not been any material increase in the long-term  indebtedness of
the Company, (iv) there has not occurred any event or condition, individually or
in the aggregate,  that has a Material  Adverse Effect,  and (v) the Company has
not sustained any material loss or interference with respect to their respective
businesses or properties from fire, flood,  hurricane,  earthquake,  accident or
other calamity,  whether or not covered by insurance,  or from any labor dispute
or any legal or governmental proceeding.

                  (l) There  are no legal or  governmental  proceedings  nor are
there any  contracts or other  documents  required by the  Securities  Act to be
described in a prospectus  that are not described in the  Disclosure  Documents.
Except as described in the Disclosure  Documents,  the Company is not in default
or breach under any of the contracts described in the Disclosure Documents,  has
received a notice or claim of any such default or breach or has knowledge of any
breach of such contracts by the other party or parties thereto,  except for such
defaults or  breaches as would not,  individually  or in the  aggregate,  have a
Material Adverse Effect.

                  (m) The  Company  has  good and  marketable  title to all real
property described in the Disclosure Documents as being owned by it and good and
marketable title to the leasehold estate in the real property  described therein
as being  leased by it, free and clear of all liens,  charges,  encumbrances  or
restrictions,  except,  in each case, as described in the Disclosure  Documents.
All leases, contracts and agreements to which the Company is a party or by which
any of them is bound are valid and  enforceable  against the Company are, to the
knowledge  of the  Company,  valid and  enforceable  against  the other party or
parties thereto and are in full force and effect.

                  (n) The Company  has filed all  necessary  federal,  state and
foreign  income and franchise  tax returns,  except where the failure to so file
such  returns  would  not,  individually  or in the  aggregate,  have a Material
Adverse Effect, and has paid all taxes shown as due thereon;  and other than tax
deficiencies  which  the  Company  is  contesting  in good  faith  and for which
adequate  reserves  have been  provided in accordance  with  generally  accepted
accounting principles, there is no tax deficiency that has been asserted against
the  Company  that  would,  individually  or in the  aggregate,  have a Material
Adverse Effect.

                                       5
<PAGE>

                  (o) The Company is not or  immediately  after the Closing Date
will not be,  required  to  register  as an  "investment  company"  or a company
"controlled  by" an  "investment  company"  within the meaning of the Investment
Company Act of 1940, as amended (the "INVESTMENT COMPANY ACT").

                  (p) The Company or, to the knowledge of any of such  entities'
directors,  officers,  employees,  agents or  controlling  persons,  has  taken,
directly  or  indirectly,  any  action  designed,  or that might  reasonably  be
expected,  to cause or result in the  stabilization or manipulation of the price
of the Common Stock.

                  (q) Neither the  Company or any of its  respective  Affiliates
(as defined in Rule 501(b) of Regulation D under the  Securities  Act) directly,
or through  any agent,  engaged in any form of general  solicitation  or general
advertising  (as those terms are used in Regulation D under the Securities  Act)
in  connection  with the  offering  of the  Securities  or  engaged in any other
conduct that would cause such offering to be constitute a public offering within
the meaning of Section 4(2) of the Securities Act.  Assuming the accuracy of the
representations  and warranties of the Purchaser in Section 6 hereof,  it is not
necessary in connection  with the offer,  sale and delivery of the Securities to
the Purchaser in the manner  contemplated  by this  Agreement to register any of
the Securities under the Securities Act.

                  (r) Except as set forth in the Disclosure Documents,  there is
no strike,  labor  dispute,  slowdown or work stoppage with the employees of the
Company which is pending or, to the knowledge of the Company, threatened.

                  (s) The Company carries general liability  insurance  coverage
comparable to other companies of its size and similar business.

                  (t) The Company maintains internal  accounting  controls which
provide  reasonable  assurance that (A)  transactions are executed in accordance
with management's  authorization,  (B) transactions are recorded as necessary to
permit  preparation of its financial  statements and to maintain  accountability
for  its  assets,  (C)  access  to its  material  assets  is  permitted  only in
accordance  with  management's  authorization  and (D) the  values  and  amounts
reported  for its  material  assets are  compared  with its  existing  assets at
reasonable intervals.

                  (u) the  Company  currently  is not in  violation  of, and the
consummation of the transactions  contemplated by the Transaction Documents will
not violate, any rule of the National Association of Securities Dealers.

                  (v) The Shares have been  registered  under the Securities Act
of 1933, as amended in the Registration Statement, which Registration Statement,
was declared effective on August 7, 2005.

            2.  Purchase,  Sale and Delivery of the Shares.  On the basis of the
representations,  warranties,  agreements  and  covenants  herein  contained and
subject to the terms and  conditions  herein set forth,  the  Company  agrees to
issue and sell to the  Purchaser,  and  Purchaser  agrees to  purchase  from the
Company  2,000,000 Shares of Common Stock at a purchase price of $1.00 per Share
(the "PURCHASE  PRICE").  The Purchase  Price of $2,000,000  shall be payable by
Purchaser  granting a  $2,000,000  credit to the  Company for  Equipment  Assets
described in the  Equipment  Purchase  Agreement of May 31, 2004, as amended and
adended through the date hereof.

                                       6
<PAGE>

      One or more  certificates  in  definitive  form  for the  Shares  that the
Purchaser  has  agreed to  purchase  shall be  delivered  by or on behalf of the
Company, against payment by or on behalf of the Purchaser, of the Purchase Price
therefor by wire transfer of immediately  available  funds to the account of the
Company  previously  designated  by it in  writing  or by check  payable to "the
Company".  Delivery of the Shares  shall be made  promptly  after  payment  (the
"Closing Date").

            3.  Certain  Covenants  of the Company.  The Company  covenants  and
agrees with the Purchaser as follows:

                  (a) The  Company  will not  become,  at any time  prior to the
expiration  of three  years  after the  Closing  Date,  an  open-end  investment
company,  unit investment trust,  closed-end  investment  company or face-amount
certificate company that is or is required to be registered under the Investment
Company Act.

                  (b) The  proceeds  of the  Shares  will  be  used to  purchase
certain inventory from Purchaser.

                  (c) The  Company  will use its best  efforts to do and perform
all things  required to be done and performed by it under this Agreement and the
other Transaction  Documents and to satisfy all conditions precedent on its part
to the  obligations  of the  Purchaser  to purchase  and accept  delivery of the
Securities.

            4. Conditions of the Purchaser'  Obligations.  The obligation of the
Purchaser to purchase  and pay for the  Securities  is subject to the  following
conditions unless waived in writing by the Purchaser:

                  (a)  The   representations   and  warranties  of  the  Company
contained in this  Agreement  shall be true and correct in all  respects  (other
than  representations  and warranties with a Material Adverse Effect  qualifier,
which shall be true and correct as written) on and as of the Closing  Date;  the
Company shall have complied in all respects  with all  agreements  and satisfied
all conditions on its part to be performed or satisfied hereunder at or prior to
the Closing Date.

                  (b) None of the issuance and sale of the  Securities  pursuant
to this Agreement or any of the  transactions  contemplated  by any of the other
Transaction  Documents shall be enjoined  (temporarily  or  permanently)  and no
restraining  order or other  injunctive  order shall have been issued in respect
thereof; and there shall not have been any legal action,  order, decree or other
administrative proceeding instituted or, to the Company's knowledge,  threatened
against  the Company or against the  Purchaser  relating to the  issuance of the
Securities or the  Purchaser's  activities in connection  therewith or any other
transactions  contemplated by this Agreement, the other Transaction Documents or
the Disclosure Document.

                  (c) Prior to the close of this transaction,  the Company shall
give the  Purchaser  immediate  notice  of the  occurrence  of any  event or the
receipt by the Company of any notice or  knowledge  the effect of which would be
to make a representation  or warranty of the Company herein untrue or misleading
if made on or immediately  following the occurrence of such event or the receipt
of such notice or knowledge.  The Company  hereby agrees to protect,  indemnify,
and defend the  Purchaser,  and its nominee,  against and to hold the Purchaser,
and its nominee,  harmless from any and all costs,  claims,  losses,  attorneys'
fees,  liabilities,  and other expenses that the Purchaser,  or its nominee, may
incur or to which the Purchaser,  or its nominee,  may be exposed as a result of
the Company's  breach of or the falsity of any of the Company's  representations
or  warranties in this  Agreement or as a result of the  Company's  breach of or
failure to perform or observe any of the Company's covenants in this Agreement.

                                       7
<PAGE>

            5. Representations and Warranties of the Purchaser.

                  (a) Nothing in this  Agreement,  shall  prejudice or otherwise
limit the Purchaser's  right to sell or otherwise  dispose of all or any part of
such Shares under the  Registration  Statement and in compliance with applicable
state securities laws or under an exemption from such registration. By executing
this Agreement,  the Purchaser  further  represents that such Purchaser does not
have any  contract,  undertaking,  agreement or  arrangement  with any person to
sell,  transfer or grant  participation to any person with respect to any of the
Securities.

                  (b) The  Purchaser  is an  "accredited  investor"  within  the
meaning of Rule 501(a) of Regulation D under the  Securities  Act. The Purchaser
did not learn of the  opportunity  to  purchase  Shares  or any  other  security
issuable  by the  Company  through  any form of  general  advertising  or public
solicitation.

                  (c) The Purchaser  represents and warrants to the Company that
it has such knowledge,  sophistication  and experience in business and financial
matters  so  as to be  capable  of  evaluating  the  merits  and  risks  of  the
prospective  investment in the Securities,  having been  represented by counsel,
and has so evaluated the merits and risks of such investment and is able to bear
the economic risk of such investment and, at the present time, is able to afford
a complete loss of such investment.

                  (d) The Purchaser  represents and warrants to the Company that
(i) the  purchase  of the  Securities  to be  purchased  by it has been duly and
properly  authorized  and this Agreement has been duly executed and delivered by
it or on its behalf and constitutes the valid and legally binding  obligation of
the Purchaser,  enforceable  against the Purchaser in accordance with its terms,
subject  to  bankruptcy,   insolvency,   fraudulent  transfer,   reorganization,
moratorium  and similar laws of general  applicability  relating to or affecting
creditors'  rights  generally  and to general  principles  of  equity;  (ii) the
purchase of the  Securities  to be  purchased  by it does not  conflict  with or
violate its charter, by-laws or any law, regulation or court order applicable to
it; and (iii) the  purchase of the  Securities  to be  purchased  by it does not
impose any penalty or other onerous condition on the Purchaser under or pursuant
to any applicable law or governmental regulation.

                                       8
<PAGE>

                  (e) The Purchaser  represents and warrants to the Company that
neither it nor any of its  directors,  officers,  employees,  agents,  partners,
stockholders,  or controlling  persons has taken,  directly or  indirectly,  any
actions  designed,  or might  reasonably  be  expected to cause or result in the
stabilization or manipulation of the price of the Common Stock.

                  (f) The Purchaser  acknowledges it or its representatives have
reviewed  the  Disclosure  Documents  and  further  acknowledges  that it or its
representatives  have been afforded (i) the opportunity to ask such questions as
it has deemed necessary of, and to receive answers from,  representatives of the
Company  concerning  the terms and  conditions of the offering of the Securities
and the  merits  and  risks of  investing  in the  Securities;  (ii)  access  to
information about the Company and the Company's financial condition,  results of
operations, business, properties,  management and prospects sufficient to enable
it to evaluate its investment in the  Securities;  and (iii) the  opportunity to
obtain such additional  information  which the Company  possesses or can acquire
without  unreasonable effort or expense that is necessary to verify the accuracy
and completeness of the information contained in the Disclosure Documents.

                  (g) The Purchaser  represents and warrants to the Company that
it has based its investment  decision solely upon the  information  contained in
the Disclosure Documents and such other information as may have been provided to
it or its representatives by the Company in response to their inquiries, and has
not based its investment  decision on any research or other report regarding the
Company  prepared by any third party  ("THIRD  PARTY  Reports").  The  Purchaser
understands  and  acknowledges  that (i) the Company  does not endorse any Third
Party  Reports  and (ii) its actual  results  may differ  materially  from those
projected in any Third Party Report.

                  (h) The Purchaser  understands and  acknowledges  that (i) any
forward-looking  information  included in the Disclosure  Documents  supplied to
Purchaser   by  the  Company  or  its   management   is  subject  to  risks  and
uncertainties,  including  those  risks  and  uncertainties  set  forth  in  the
Disclosure  Documents;   and  (ii)  the  Company's  actual  results  may  differ
materially  from  those  projected  by the  Company  or its  management  in such
forward-looking information.

            6. Risks

            You should carefully  consider each of the risk factors set forth in
the Registration Statement.

            7. Termination.

                  (a) This Agreement may be terminated in the sole discretion of
the Company by notice to the Purchaser if at the Closing Date:

                        (i)  the  representations  and  warranties  made  by the
Purchaser in Section 5 are not true and correct in all material respects; or

                                       9
<PAGE>

                        (ii)  as to the  Company,  the  sale  of the  Securities
hereunder (i) is prohibited or enjoined by any  applicable  law or  governmental
regulation  or (ii)  subjects the Company to any penalty,  or in its  reasonable
judgment,  other onerous  condition  under or pursuant to any  applicable law or
government  regulation that would materially  reduce the benefits to the Company
of the sale of the Securities to the Purchaser, so long as such regulation,  law
or  onerous  condition  was  not in  effect  in such  form  at the  date of this
Agreement.

                  (b) This Agreement may be terminated in the sole discretion of
the Purchaser by notice to the Company given in the event that the Company shall
have failed,  refused or been unable to satisfy all conditions on its part to be
performed or satisfied hereunder on or prior to the Closing Date.

                  (c) This Agreement may be terminated by mutual written consent
of all parties.

            8. Notices.  All  communications  hereunder  shall be in writing and
shall be hand delivered,  mailed by first-class mail,  couriered by next-day air
courier or by facsimile and  confirmed in writing (i) if to the Company,  at the
addresses set forth below,  or (ii) if to a Purchaser,  to the address set forth
for such party as first set forth above or on the signature page hereto.

If to the Company:                          Cyber Defense Systems, Inc.
                                            10901 Roosevelt Boulevard
                                            S. Petersburg, Florida 33716 Attn:
                                            William Robinson

                                            with a copy to:
                                            Gersten Savage LLP
                                            101 East 52nd Street,
                                            New York, New York 10022
                                            Attn: Arthur S. Marcus, Esq.
                                            Telephone:  (212) 752-9700
                                            Facsimile:  (212) 980-5192

            All such  notices  and  communications  shall be deemed to have been
duly given:  (i) when  delivered by hand,  if  personally  delivered;  (ii) five
business  days after being  deposited in the mail,  postage  prepaid,  if mailed
certified  mail,  return receipt  requested;  (iii) one business day after being
timely delivered to a next-day air courier guaranteeing overnight delivery; (iv)
the date of  transmission  if sent via facsimile to the facsimile  number as set
forth in this  Section or the  signature  page  hereof  prior to 6:00 p.m.  on a
business day, or (v) the business day following the date of transmission if sent
via  facsimile  at a  facsimile  number  set  forth  in this  Section  or on the
signature  page hereof after 6:00 p.m. or on a date that is not a business  day.
Change of a party's address or facsimile  number may be designated  hereunder by
giving  notice  to all of the  other  parties  hereto  in  accordance  with this
Section.

            9. Survival  Clause.  The  respective  representations,  warranties,
agreements  and  covenants  of the Company and the  Purchaser  set forth in this
Agreement shall survive until the third anniversary of the Closing.

                                       10
<PAGE>

            10.  Fees  and  Expenses.  Each  of  the  parties  hereto  shall  be
responsible  for their own legal fees and  expenses.  If any action at law or in
equity is  necessary to enforce or interpret  the terms of this  Agreement,  the
prevailing party or parties shall be entitled to receive from the other party or
parties  reasonable  attorneys'  fees,  costs  and  necessary  disbursements  in
addition  to any other  relief to which the  prevailing  party or parties may be
entitled.

            11. Successors.  This Agreement shall inure to the benefit of and be
binding upon the Purchaser and the Company and their  respective  successors and
legal  representatives,  and nothing expressed or mentioned in this Agreement is
intended or shall be  construed  to give any other person any legal or equitable
right, remedy or claim under or in respect of this Agreement,  or any provisions
herein contained;  this Agreement and all conditions and provisions hereof being
intended to be and being for the sole and exclusive  benefit of such persons and
for the  benefit  of no other  person.  Except  as  otherwise  provided  in this
Agreement,  neither the Company nor the Purchaser  may assign this  Agreement or
any rights or  obligation  hereunder  without the prior  written  consent of the
other party.

            12. No Waiver;  Modifications in Writing. No failure or delay on the
part of the Company or the  Purchaser in exercising  any right,  power or remedy
hereunder  shall  operate as a waiver  thereof,  nor shall any single or partial
exercise  of any such  right,  power or remedy  preclude  any  other or  further
exercise  thereof or the  exercise  of any other  right,  power or  remedy.  The
remedies  provided  for  herein  are  cumulative  and are not  exclusive  of any
remedies  that may be  available  to the Company or the  Purchaser  at law or in
equity or otherwise.  No waiver of or consent to any departure by the Company or
the Purchaser  from any provision of this  Agreement  shall be effective  unless
signed in writing by the party  entitled to the benefit  thereof,  provided that
notice  of any such  waiver  shall be given to each  party  hereto  as set forth
below.  Except as otherwise  provided  herein,  no  amendment,  modification  or
termination of any provision of this Agreement shall be effective  unless signed
in  writing  by or on  behalf  of each of the  Company  and the  Purchaser.  Any
amendment,  supplement or modification of or to any provision of this Agreement,
any waiver of any provision of this Agreement,  and any consent to any departure
by the  Company  or the  Purchaser  from  the  terms  of any  provision  of this
Agreement shall be effective only in the specific  instance and for the specific
purpose for which made or given. Except where notice is specifically required by
this Agreement,  no notice to or demand on the Company in any case shall entitle
the  Company  to any other or  further  notice or  demand  in  similar  or other
circumstances.

            13. Entire  Agreement.  This  Agreement,  together with  Transaction
Documents,  constitutes  the  entire  agreement  among the  parties  hereto  and
supersedes  all  prior  agreements,  understandings  and  arrangements,  oral or
written,  among the parties hereto with respect to the subject matter hereof and
thereof.

            14.  Severability.  If any provision of this Agreement is held to be
invalid or unenforceable in any respect,  the validity and enforceability of the
remaining  terms  and  provisions  of  this  Agreement  shall  not in any way be
affected or impaired thereby.

            15.  APPLICABLE  LAW.  THE  VALIDITY  AND   INTERPRETATION  OF  THIS
AGREEMENT,  AND THE TERMS AND  CONDITIONS  SET FORTH HEREIN SHALL BE GOVERNED BY
AND  CONSTRUED  IN  ACCORDANCE  WITH THE LAWS OF THE STATE OF NEW YORK,  WITHOUT
GIVING  EFFECT TO  PROVISIONS  RELATING  TO  CONFLICTS  OF LAW TO THE EXTENT THE
APPLICATION OF THE LAWS OF ANOTHER  JURISDICTION WOULD BE REQUIRED THEREBY.  THE
PARTIES HEREBY  IRREVOCABLY  AND  UNCONDITIONALLY  AGREE THAT ACTIONS,  SUITS OR
PROCEEDINGS  ARISING OUT OF OR RELATING TO THIS AGREEMENT MAY BE BROUGHT ONLY IN
STATE OR FEDERAL  COURTS  LOCATED  IN THE CITY OF NEW YORK,  NEW YORK AND HEREBY
SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS FOR SUCH PURPOSE.

                                       11
<PAGE>

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

            17. No  Impairment.  The  Company  will  not,  by  amendment  of its
Certificate of Incorporation,  or through any reorganization,  recapitalization,
transfer  of  assets,  consolidation,  merger,  dissolution,  issue  or  sale of
securities or any other voluntary action,  avoid or seek to avoid the observance
or performance of any of the terms to be observed or performed  hereunder by the
Company, or take any action which would dilute or adversely affect the ownership
interest of Purchaser in the Company, but will at all times in good faith assist
in carrying out of all of the provisions of this Agreement, and to take all such
actions as may be  necessary or  appropriate  in order to protect and insure the
rights of Purchaser against impairment.

[the balance of this page intentionally left blank]




                                       12
<PAGE>


If the foregoing correctly sets forth our understanding, please indicate your
acceptance thereof in the space provided below for that purpose, whereupon this
Agreement shall constitute a binding agreement among the Company and the
Purchaser.

                                       13
<PAGE>


                    SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT

--------------------------------------------------------------------------------
Exact Name of Subscriber For Stock Certificate Purposes

--------------------------------------------------------------------------------
Street

--------------------------------------------------------------------------------
City, State, Zip Code

--------------------------------------------------------------------------------
 Amount of Subscription

Number of Shares Subscribed for:
                                ------------------------------------------------
Date:
     ---------------------------------------------------------------------------
Taxpayer Identification Number:

--------------------------------------------------------------------------------
(Social Security number for individuals)

STATUS (if not individual):

(  ) Trust                 (  ) Corporation
(  ) Partnership           (  ) Other
                                     ------------------------------
(  ) IRA                      (describe)

AGREED AND ACCEPTED:

PURCHASER:

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

ACCEPTED:
CYBER DEFENSE SYSTEMS, INC.

By
  ------------------------------

Date

                                       14