PHANTOM
        FIBER CORPORATION

      SUBSCRIPTION
        AGREEMENT

      


      SUBSCRIPTION
        AGREEMENT (this “Agreement”) made as of the last date set forth on the signature
        page hereof between Phantom Fiber Corporation, a Delaware corporation with
        offices located at 144 Front Street West, Suite 580, Toronto, Ontario, Canada
        M5J 2L7 (the “Company”), and the undersigned (the “Subscriber”).

      


      WHEREAS,
        pursuant to Section 4(2) of the Securities Act of 1933, as amended (the
“Securities Act”), and Rule 506 promulgated thereunder, the Company desires to
        sell up to 3,636,364 units (the “Units”) of the Company, in a private placement
        (the “Private Placement”) on the terms and conditions set forth herein;


      


      WHEREAS,
        each Unit shall have a subscription price of $0.55 and is comprised of: (i)
        one
        share of the Company’s common stock, $.001 par value per share (“Common Stock”),
        and a warrant to purchase one share of Common Stock with an exercise price
        of
        $1.10 per share, exercisable for a period of three years, in the form attached
        hereto as Exhibit
        A
        (the
“Warrants”); and

      


      WHEREAS,
        the Subscriber desires to purchase that number of Units set forth on the
        signature page hereof on the terms and conditions hereinafter set
        forth.

      


      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 SECURITIES; PURCHASE PRICE AND
                  CLOSING

              


      

      


      In
        consideration of and in express reliance upon the representations, warranties,
        covenants, terms and conditions of this Agreement, the Subscriber hereby
        irrevocably subscribes for and agrees to purchase from the Company such number
        of Units, and the Company agrees to sell to the Subscriber such number of
        Units,
        as is set forth on the signature page hereof. The closing of the purchase
        and
        sale of the Units under this Agreement shall take place at the offices of
        the
        Company (the “Closing”) at 10:00 a.m. on November 30, 2005 or at such time and
        on such date as the Subscriber and the Company may agree upon. At the Closing,
        the Company shall deliver or cause to be delivered to each Subscriber: (a)
        a
        certificate registered in the name of the Subscriber representing the number
        of
        shares of Common Stock as is set forth opposite the name of such Subscriber
        on
        the signature page hereof; (b) a Warrant registered in the name of the
        Subscriber to purchase such number of shares of Common Stock as is set forth
        opposite the name of such Subscriber on the signature page hereof; and (c)
        a
        copy of this Agreement countersigned by the Company. The Closing is expressly
        conditioned upon the Company signing and delivering a copy of this Agreement
        to
        the Subscriber.

      


      
        	 	
                II.

              	
                REPRESENTATIONS
                  BY AND COVENANTS OF
                  SUBSCRIBER

              


      

      


      The
        Subscriber represents, warrants and agrees as follows:

      


      
        
           

        

        
          1

          
            

          

        

        
           

        

      

      


      2.1 Reliance
        on Exemptions.
        The
        Subscriber acknowledges that the Private Placement has not been reviewed
        by the
        United States Securities and Exchange Commission (the “Commission”) or any state
        agency because it is intended to be a nonpublic transaction exempt from the
        registration requirements of the Securities Act and state securities laws.
        The
        Subscriber understands that the Company is relying upon the truth and accuracy
        of, and the Subscriber’s compliance with, the representations, warranties,
        agreements, acknowledgments and understandings of the Subscriber set forth
        herein in order to determine the availability of such exemption and the
        eligibility of the Subscriber to purchase the Units.

      


      2.2 Investment
        Purpose.
        The
        Subscriber represents that the Units are being purchased for its own account,
        for investment purposes only and not for distribution or resale to others
        in
        contravention of the registration requirements of the Securities Act. The
        Subscriber agrees that it will not sell or otherwise transfer the Units unless
        they are registered under the Securities Act or unless an exemption from
        such
        registration is available.

      


      2.3 Accredited
        Investor.
        The
        Subscriber represents and warrants that it is an “accredited investor” as such
        term is defined in Rule 501 of Regulation D promulgated under the Securities
        Act, and that it is able to bear the economic risk of any investment in the
        Units.
        The
        Subscriber represents that if an individual, he has adequate means of providing
        for his or her current needs and personal and family contingencies and has
        no
        need for liquidity in this investment in the Units. The Subscriber has no
        reason
        to anticipate any material change in his or her personal financial condition
        for
        the foreseeable future.
        The
        Subscriber further represents and warrants that the information furnished
        in the
        accompanying accredited investor questionnaire, which is attached hereto
        as
Exhibit
        B,
        is
        accurate and complete in all material respects.

      


      2.4 Interest
        in Units. The
        Subscriber represents that the funds provided for this investment in the
        Units
        are either separate property of the Subscriber, community property over which
        the Subscriber has the right of control, or are otherwise funds as to which
        the
        Subscriber has the sole right of management. The Subscriber is purchasing
        the
        Units with the funds of the Subscriber and not with the funds of any other
        person, firm, or entity and is acquiring the Units for the Subscriber’s account.
        No person other than the Subscriber has any beneficial interest in the Units
        being purchased hereunder.

      


      2.5 Risk
        of Investment.
        The
        Subscriber recognizes that the purchase of the Units involves a high degree
        of
        risk in that: (a) an investment in the Company is highly speculative and
        only
        investors who can afford the loss of their entire investment should consider
        investing in the Company and the Units; (b) transferability of the Units
        is
        limited; and (c) the Company may require substantial additional funds to
        operate
        its business and subsequent equity financings will dilute the ownership and
        voting interests of the Subscriber.

      


      2.6 Prior
        Investment Experience.
        The
        Subscriber acknowledges that it has prior investment experience and that
        it
        recognizes the highly speculative nature of this investment.

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      2.7 Information.
        The
        Subscriber acknowledges careful review of this Agreement as well as the
        Company’s filings with the Commission, as required pursuant to the Securities
        and Exchange Act of 1934, as amended (the “Exchange Act”), which are available
        on the Internet at www.sec.gov (collectively,
        the “Disclosure
        Materials”),
        all of
        which the Subscriber acknowledges have been provided to him. The Subscriber
        has
        been given the opportunity to ask questions of, and receive answers from,
        the
        Company concerning the terms and conditions of this Private
        Placement
        and the
        Disclosure Materials and
        to
        obtain such additional information, to the extent the Company possesses such
        information or can acquire it without unreasonable effort or expense, necessary
        to verify the accuracy of same as the Subscriber reasonably desires in order
        to
        evaluate the investment. The Subscriber understands the Disclosure Materials,
        and the Subscriber has had the opportunity to discuss any questions regarding
        any of the Disclosure Materials with his counsel or other advisors.
        Notwithstanding the foregoing, the only information upon which the Subscriber
        has relied is that set forth in the Disclosure Materials. The Subscriber
        has
        received no representations or warranties from the Company, its employees,
        agents or attorneys in making this investment decision other than as set
        forth
        in the Disclosure Materials. The Subscriber does not desire to receive any
        further information.

      


      2.8 No
        Representations.
        The
        Subscriber hereby represents that, except as expressly set forth in this
        Agreement, no representations or warranties have been made to the Subscriber
        by
        the Company or any agent, employee or affiliate of the Company, and in entering
        into this transaction the Subscriber is not relying on any information other
        than that contained in the Disclosure Materials and the results of independent
        investigation by the Subscriber.

      


      2.9 Tax
        Consequences.
        The
        Subscriber acknowledges that the Private Placement may involve tax consequences
        and that the contents of the Disclosure Materials do not contain tax advice
        or
        information. The Subscriber acknowledges that it must retain its own
        professional advisors to evaluate the tax and other consequences of an
        investment in the Units.

      


      2.10 Transfer
        or Resale.
        The
        Subscriber understands and hereby acknowledges that the Company is under
        no
        obligation to register the Units under the Securities Act except as contained
        herein. The Subscriber consents that the Company may, if it desires, permit
        the
        transfer of the Units out of the Subscriber’s name only when the Subscriber’s
        request for transfer is accompanied by an opinion of counsel reasonably
        satisfactory to the Company that neither the sale nor the proposed transfer
        results in a violation of the Securities Act or any applicable state “blue sky”
        laws. 

      


      2.11 Legends.
        The
        Subscriber understands that the certificates representing the securities
        comprising the Units, until such time as they have been registered under
        the
        Securities Act, shall bear a restrictive legend in substantially the following
        form (and a stop-transfer order may be placed against transfer of such
        certificates or other instruments):

      


      THE
        SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER
        THE
        SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS.
        THE
        SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I)
        IN THE
        ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER
        THE
        SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS,
        OR (B)
        AN OPINION OF COUNSEL, IN A REASONABLY ACCEPTABLE FORM, THAT REGISTRATION
        IS NOT
        REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS, OR (II) UNLESS
        SOLD
        PURSUANT TO RULE 144 UNDER SAID ACT.

      


      
        
           

        

        
          3

          
            

          

        

        
           

        

      

      The
        legend set forth above shall be removed and the Company shall issue a
        certificate without such legend to the holder of the Units upon which it
        is
        stamped, if (a) such securities are being sold pursuant to a registration
        statement under the Securities Act, (b) such holder delivers to the Company
        an
        opinion of counsel, in a reasonably acceptable form, to the Company that
        a
        disposition of the securities is being made pursuant to an exemption from
        such
        registration, or (c) such holder provides the Company with reasonable assurance
        that a disposition of the securities may be made pursuant to the Rule 144(k)
        under the Securities Act without any restriction as to the number of securities
        acquired as of a particular date that can then be immediately sold.

      


      2.12 No
        General Solicitation.
        The
        Subscriber represents that it was not induced to invest by any form of general
        solicitation or general advertising including, but not limited to, the
        following: (a) any advertisement, article, notice or other communication
        published in any newspaper, magazine or similar media or broadcast over the
        news
        or radio; and (b) any seminar or meeting whose attendees were invited by
        any
        general solicitation or advertising.

      


      2.13 Validity;
        Enforcement.
        If the
        Subscriber is a corporation, partnership, trust or other entity, the Subscriber
        represents and warrants that: (a) it is authorized and otherwise duly qualified
        to purchase and hold the Units; and (b) that this Agreement has been duly
        and
        validly authorized, executed and delivered and constitutes the legal, binding
        and enforceable obligation of the Subscriber.
        If the
        Subscriber is an individual, the Subscriber represents and warrants that
        this
        Agreement has been duly and validly executed and delivered and constitutes
        the
        legal, binding and enforceable obligation of the Subscriber.

      


      2.14 Address.
        The
        Subscriber hereby represents that the address of the Subscriber furnished
        by the
        Subscriber at the end of this Agreement is the Subscriber’s
        principal residence if the Subscriber is an individual or its principal business
        address if it is a corporation or other entity.

      


      
        	 	
                III.

              	
                REPRESENTATIONS
                  BY AND COVENANTS OF THE
                  COMPANY

              


      

      


      The
        Company represents, warrants and agrees as follows:

      


      3.1 Organization.
        The
        Company is duly organized and validly existing in good standing under the
        laws
        of the State of Delaware. The Company has full power and authority to own,
        operate and occupy its properties and to conduct its business as presently
        conducted, and is registered or qualified to do business and in good standing
        in
        each jurisdiction in which the nature of the business conducted by it or
        the
        location of the properties owned or leased by it requires such qualification
        and
        where the failure to be so qualified would have a material adverse effect
        upon
        the Company’s financial condition (a “Material Adverse Effect”), and no
        proceeding has been instituted in any such jurisdiction revoking, limiting
        or
        curtailing, or seeking to revoke, limit or curtail, such power and authority
        or
        qualification.

      


      
        
           

        

        
          4

          
            

          

        

        
           

        

      

      3.2 Due
        Authorization and Valid Issuance.
        The
        Company has all requisite power and authority to execute, deliver and perform
        its obligations under this Agreement, and when executed and delivered by
        the
        Company this Agreement will constitute a legal, valid and binding agreement
        of
        the Company enforceable against the Company in accordance with its terms,
        except
        as rights to indemnity and contribution may be limited by state or federal
        securities laws or the public policy underlying such laws, and except as
        enforceability may be limited by applicable bankruptcy, insolvency,
        reorganization, moratorium or similar laws affecting creditors’ and contracting
        parties’ rights generally, and except as enforceability may be subject to
        general principles of equity (regardless of whether such enforceability is
        considered in a proceeding in equity or at law). The securities which comprise
        the Units to be sold pursuant to this Agreement have been duly authorized,
        and
        when issued and paid for in accordance with the terms of this Agreement will
        be
        duly and validly issued, fully paid and nonassessable

      


      3.3 Noncontravention.
        The
        execution and delivery of this Agreement and the consummation of the
        transactions contemplated hereby will not: (a) conflict with or constitute
        a
        violation of, or default (with the passage of time or otherwise) under (i)
        any
        material bond, debenture, note or other evidence of indebtedness, lease,
        contract, indenture, mortgage, deed of trust, loan agreement, joint venture
        or
        other agreement or instrument to which the Company is a party or by which
        it or
        any of its properties are bound, (ii) the charter, bylaws or other
        organizational documents of the Company or any subsidiary, or (iii) any law,
        administrative regulation, ordinance or order of any court or governmental
        agency, arbitration panel or authority applicable to the Company or its
        properties, except for any such conflicts, violations or defaults that are
        not
        reasonably likely to have a Material Adverse Effect; or (b) result in the
        creation or imposition of any lien, encumbrance, claim, security interest
        or
        restriction whatsoever upon any of the material properties or assets of the
        Company or an acceleration of indebtedness pursuant to any obligation, agreement
        or condition contained in any material bond, debenture, note or any other
        evidence of indebtedness, indenture, mortgage, deed of trust or any other
        agreement or instrument to which the Company is a party or by which it is
        bound
        or to which any of the material property or assets of the Company is subject.
        No
        consent, approval, authorization or other order of, or registration,
        qualification or filing with, any regulatory body, administrative agency,
        or
        other governmental body in the United States or any other person is required
        for
        the execution and delivery of this Agreement and the valid issuance and sale
        of
        the Units to be sold hereunder, other than such as have been made or obtained,
        and except for any post-closing securities filings or notifications required
        to
        be made under federal or state securities laws.

      


      3.4 No
        Violation.
        The
        Company is not: (a) in violation of its charter, bylaws or other organizational
        document; (b) in violation of any law, administrative regulation, ordinance
        or
        order of any court or governmental agency, arbitration panel or authority
        applicable to the Company, which violation, individually or in the aggregate,
        would be reasonably likely to have a Material Adverse Effect; or (c) in default
        (and there exists no condition that, with the passage of time or otherwise,
        would constitute a default) in any material respect in the performance of
        a
        material agreement or instrument to which the Company is a party or by which
        the
        Company is bound or by which the properties of the Company are bound, that
        would
        be reasonably likely to have a Material Adverse Effect. The business of the
        Company is not being conducted, and shall not be conducted so long as the
        investors own any of the Units, in violation of any law, ordinance, rule,
        regulation, order, judgment or decree of any governmental entity, court or
        arbitration tribunal, except for possible violations the sanctions for which
        either singly or in the aggregate would not have a Material Adverse
        Effect.

      


      
        
           

        

        
          5

          
            

          

        

        
           

        

      

      3.5 Legal
        Proceedings.
        Except
        as otherwise disclosed in the Disclosure Materials, there is no action, suit,
        proceeding, or to the knowledge of the Company, inquiry or investigation
        before
        or by any court, public board, governmental agency or authority, or
        self-regulatory organization or body pending or, to the knowledge of the
        Company, threatened against or affecting the Company or any of its directors
        or
        officers in their capacities as such, wherein an unfavorable decision, ruling
        or
        finding would have a Material Adverse Effect or would adversely affect the
        Private Placement or that would adversely affect the validity or enforceability
        of, or the authority or ability of the Company to consummate the Private
        Placement.

      


      3.6 Governmental
        Permits, etc.
        The
        Company has all necessary franchises, licenses, certificates and other
        authorizations from any foreign, federal, state or local government or
        governmental agency, department, or body that are currently necessary for
        the
        operation of the business of the Company as currently conducted, except where
        the failure to currently possess could not reasonably be expected to have
        a
        Material Adverse Effect.

      


      3.7 Intellectual
        Property.
        (a) The Company owns or possesses sufficient rights to use all material
        patents, patent rights, trademarks, copyrights, licenses, inventions, trade
        secrets, trade names and know-how (collectively, “Intellectual Property”) as
        owned or possessed by it, or that are necessary for the conduct of its business
        as now conducted or as proposed to be conducted, except where the failure
        to
        currently own or possess would not have a Material Adverse Effect, (b) the
        Company has not received any notice of, or has any knowledge of, any asserted
        infringement by the Company of, any rights of a third party with respect
        to any
        Intellectual Property that, individually or in the aggregate, would have
        a
        Material Adverse Effect, and (c) the Company has not received any
        notice
        of, or has no knowledge of, infringement by a third party with respect to
        any
        Intellectual Property rights of the Company that, individually or in the
        aggregate, would have a Material Adverse Effect.

      


      3.8 Financial
        Statements.
        The
        financial statements of the Company included in the Company’s filings with the
        Commission have been prepared in accordance with U.S. generally accepted
        accounting principles, consistently applied, during the periods involved
        (except
        as may be otherwise indicated in such financial statements or the notes thereto,
        or in the case of unaudited interim statements, to the extent they do not
        include footnotes or are condensed or summary statements) and fairly present
        in
        all material respects the consolidated financial position of the Company
        and its
        consolidated subsidiaries as of the dates thereof and the consolidated results
        of their operations and cash flows for the periods then ended (subject, in
        the
        case of unaudited statements, to normal, immaterial year-end audit adjustments).
        Except as set forth in the financial statements of the Company included in
        the
        Company’s filings with the Commission, the Company has no liabilities,
        contingent or otherwise, other than (a) liabilities incurred subsequent to
        the
        date of such financial statements in the ordinary course of business consistent
        with past practice and (b) obligations under contracts and commitments incurred
        in the ordinary course of business and not required under U.S. generally
        accepted accounting principles to be reflected in such financial statements,
        in
        each case that, individually or in the aggregate, are not material to the
        financial condition, business, operations, properties, operating results
        or
        prospects of the Company and its subsidiaries taken on a whole.

      


      
        
           

        

        
          6

          
            

          

        

        
           

        

      

      3.9 Disclosure.
        None of
        the representations and warranties of the Company appearing in this Agreement
        contains, or on any closing date will contain, any untrue statement of a
        material fact or omits, or on any closing date will omit to state any material
        fact required to be stated herein or therein in order for the statements
        herein
        or therein, in light of the circumstances under which they were made, not
        to be
        misleading.

      


      3.10 Future
        Offering.
        In the
        event the Company conducts an equity financing (including debt with an equity
        component) (“Future Offering”) during the period ending forty-five (45) days
        after Closing, the Company shall provide the Subscriber the option to exchange
        the Units purchased hereby for an investment in the securities being offered
        in
        the Future Offering on the same terms as contemplated by such Future Offering
        based on the total purchase price set forth on the signature page hereof.
        This
        Section 3.10 shall not apply to any transaction involving: (a) issuances
        of
        securities in a firm commitment underwritten public offering (excluding a
        continuous offering pursuant to Rule 415 under the 1933 Act); or (b) issuances
        of securities as consideration for a merger, consolidation or purchase of
        assets, or in connection with any strategic partnership or joint venture
        (the
        primary purpose of which is not to raise equity capital), or in connection
        with
        the disposition or acquisition of a business, product or license by the Company.
        This Section 3.10 also shall not apply to the issuance of securities upon
        exercise or conversion of the Company’s options, warrants or other convertible
        securities outstanding as of the date hereof or to the grant of additional
        options or warrants, or the issuance of additional securities, under any
        Company
        stock option or restricted stock plan approved by the shareholders of the
        Company.

      


      
        	 	
                IV.

              	
                REGISTRATION
                  RIGHTS

              


      

      


      4.1 As
        promptly as possible, but in any event no later than ninety (90) days following
        the Closing, the Company shall prepare and file with the Commission a
        registration statement (the “Registration Statement”) on Form SB-2 (or other
        applicable form) covering the resale of all the shares of Common Stock
        comprising the Units and the shares of Common Stock issuable upon exercise
        of
        the Warrants (the “Registrable Securities”). The Company shall use its best
        efforts to cause the Registration Statement to be declared effective by the
        Commission as promptly as possible after the filing thereof and shall use
        its
        best efforts to keep the Registration Statement continuously effective under
        the
        Securities Act until the earlier of: (a) the date when all Registrable
        Securities covered by such Registration Statement have been sold publicly;
        or
        (b) the date when all Registrable Securities may be sold pursuant to Rule
        144(k)
        (the “Effectiveness Period”).

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

      4.2 In
        connection with the Company’s registration obligations hereunder, the Company
        shall: (a) prepare and file with the Commission such amendments, including
        post-effective amendments, to the Registration Statement and the prospectus
        used
        in connection therewith as may be necessary to keep the Registration Statement
        continuously effective as to the applicable Registrable Securities for the
        Effectiveness Period; (b) cause the related prospectus to be amended or
        supplemented by any required prospectus supplement, and as so supplemented
        or
        amended to be filed pursuant to Rule 424 promulgated under the Securities
        Act;
        (c) respond as promptly as reasonably possible to any comments received from
        the
        Commission with respect to the Registration Statement or any amendment thereto;
        and (d) comply in all material respects with the provisions of the Securities
        Act and the Exchange Act with respect to the disposition of all Registrable
        Securities covered by the Registration Statement during the applicable period
        in
        accordance with the intended methods of disposition by the sellers
        set
        forth in the Registration Statement as so amended or in such prospectus as
        so
        supplemented.

       

      4.3 The
        Company shall pay all fees and expenses incident to the performance of or
        compliance with this Article 4,
        including: (a) all registration and filing fees and expenses, including without
        limitation those related to filings with the Commission and in connection
        with
        applicable state securities or “blue sky” laws; and (b) printing expenses
        (including without limitation expenses of printing certificates for Registrable
        Securities and of printing prospectuses requested by the Subscriber).
        

      


      V. MISCELLANEOUS

      


      5.1 Notice.
        Any
        notices, consents, waivers or other communications required or permitted
        to be
        given under the terms of this Agreement must be in writing and will be deemed
        to
        have been delivered: (a) upon receipt, when delivered personally, (b) upon
        receipt, when sent by facsimile (provided confirmation of transmission is
        mechanically or electronically generated and kept on file by the sending
        party),
        or (c) one (1) business day after deposit with an overnight courier service,
        in
        each case properly addressed to the party to receive the same. The addresses
        and
        facsimile numbers for such communications shall be:

      


      If
        to the
        Company:

      


      Phantom
        Fiber Corporation

      144
        Front
        Street, Suite 580

      Toronto,
        Ontario

      Canada
        M5J 2L7

      Attn:
        Chief Executive Officer

      Facsimile:
        (416) 703-0900

      


      With
        a
        copy to (which shall not constitute notice):

      


      Sichenzia
        Ross Friedman Ference LLP

      1065
        Avenue of the Americas

      New
        York,
        New York 10018

      Attn:
        Gregory Sichenzia, Esq.

      Facsimile:
        (212) 930-9725 

      


      
        
           

        

        
          8

          
            

          

        

        
           

        

      

      If
        to the
        Subscriber, to its address and facsimile number set forth at the end of this
        Agreement, or to such other address and/or facsimile number and/or to the
        attention of such other person as specified by written notice given to the
        Company five (5) days prior to the effectiveness of such change. Written
        confirmation of receipt (a) given by the recipient of such notice, consent,
        waiver or other communication, (b) mechanically or electronically generated
        by
        the sender’s facsimile machine containing the time, date, recipient facsimile
        number and an image of the first page of such transmission, or (c) provided
        by
        an overnight courier service shall be rebuttable evidence of personal service,
        receipt by facsimile or receipt from an overnight courier service in accordance
        with clause (a), (b) or (c) above, respectively.

      


      5.2 Entire
        Agreement; Amendment.
        This
        Agreement supersedes all other prior oral or written agreements between the
        Subscriber, the Company, their affiliates and persons acting on their behalf
        with respect to the matters discussed herein, and this Agreement and the
        instruments referenced herein contain the entire understanding of the parties
        with respect to the matters covered herein and therein and, except as
        specifically set forth herein or therein, neither the Company nor the Subscriber
        makes any representation, warranty, covenant or undertaking with respect
        to such
        matters. No provision of this Agreement may be amended or waived other than
        by
        an instrument in writing signed by the Company and the Subscriber. 

      


      5.3 Severability.
        If any
        provision of this Agreement shall be invalid or unenforceable in any
        jurisdiction, such invalidity or unenforceability shall not affect the validity
        or enforceability of the remainder of this Agreement in that jurisdiction
        or the
        validity or enforceability of any provision of this Agreement in any other
        jurisdiction.

      


      5.4 Governing
        Law; Jurisdiction; Waiver of Jury Trial.
        All
        questions concerning the construction, validity, enforcement and interpretation
        of this Agreement shall be governed by the internal laws of the State of
        New
        York, without giving effect to any choice of law or conflict of law provision
        or
        rule (whether of the State of New York or any other jurisdictions) that would
        cause the application of the laws of any jurisdictions other than the State
        of
        New York. Each party hereby irrevocably submits to the non-exclusive
        jurisdiction of the state and federal courts sitting in the County of New
        York,
        State of New York for the adjudication of any dispute hereunder or in connection
        herewith or with any transaction contemplated hereby or discussed herein,
        and
        hereby irrevocably waives, and agrees not to assert in any suit, action or
        proceeding, any claim that it is not personally subject to the jurisdiction
        of
        any such court, that such suit, action or proceeding is brought in an
        inconvenient forum or that the venue of such suit, action or proceeding is
        improper. Each party hereby irrevocably waives personal service of process
        and
        consents to process being served in any such suit, action or proceeding by
        mailing a copy thereof to such party at the address for such notices to it
        under
        this Agreement and agrees that such service shall constitute good and sufficient
        service of process and notice thereof. Nothing contained herein shall be
        deemed
        to limit in any way any right to serve process in any manner permitted by
        law.
        Each party hereby irrevocably waives any right it may have, and agrees not
        to
        request, a jury trial for the adjudication of any dispute hereunder or in
        connection with or arising out of this Agreement or any transaction contemplated
        hereby.

      


      
        
           

        

        
          9

          
            

          

        

        
           

        

      

      5.5 Headings.
        The
        headings of this Agreement are for convenience of reference and shall not
        form
        part of, or affect the interpretation of, this Agreement.

      


      5.6 Successors
        And Assigns.
        This
        Agreement shall be binding upon and inure to the benefit of the parties and
        their respective successors and assigns. The Company shall not assign this
        Agreement or any rights or obligations hereunder without the prior written
        consent of the holders of at least a majority the Units then outstanding,
        except
        by merger or consolidation. The Subscriber shall not assign its rights hereunder
        without the consent of the Company, which consent shall not be unreasonably
        withheld.

      


      5.7 No
        Third Party Beneficiaries.
        This
        Agreement is intended for the benefit of the parties hereto and their respective
        permitted successors and assigns, and is not for the benefit of, nor may
        any
        provision hereof be enforced by, any other person.

      


      5.8 Survival.
        The
        representations and warranties of the Subscriber and the Company contained
        in
        Articles II and III and the agreements set forth this Article V shall survive
        closing for a period of two years.

      


      5.9 Further
        Assurances.
        Each
        party shall do and perform, or cause to be done and performed, all such further
        acts and things, and shall execute and deliver all such other agreements,
        certificates, instruments and documents, as the other party may reasonably
        request in order to carry out the intent and accomplish the purposes of this
        Agreement and the consummation of the transactions contemplated
        hereby.

      


      5.10 No
        Strict Construction.
        The
        language used in this Agreement will be deemed to be the language chosen
        by the
        parties to express their mutual intent, and no rules of strict construction
        will
        be applied against any party.

      


      5.11 Legal
        Representation.
        The
        Subscriber acknowledges that: (a) it has read this Agreement and the exhibits
        hereto; (b) it understands that the Company has been represented in the
        preparation, negotiation, and execution of this Agreement by Sichenzia Ross
        Friedman Ference LLP, counsel to the Company; and (c) it understands the
        terms
        and consequences of this Agreement and is fully aware of its legal and binding
        effect.

      


      5.12 Counterparts.
        This
        Agreement may be executed in two or more identical counterparts, all of which
        shall be considered one and the same agreement and shall become effective
        when
        counterparts have been signed by each party and delivered to the other party;
        provided that a facsimile signature shall be considered due execution and
        shall
        be binding upon the signatory thereto with the same force and effect as if
        the
        signature were an original, not a facsimile signature.

      


      [Signature
        page follows.]


      
        
           

        

        
          10

          
            

          

        

        
           

        

      


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

       

      
        	
                Konstantine
                  J.
                  Lucas                                                   
                  

                Name
                  of Subscriber

              	 	
                No.
                  of Units: 500,000                              
                  

                Purchase
                  Price: $275,000                       
                   

              
	 	 	 
	
                /s/
                  Konstantine J.
                  Lucas                                             
                  

                Signature

              	 	
                 

              
	
                ______________________________________

                Name
                  (If Subscriber is an entity, trust or other organization) (Please
                  Print)

              	 	
                 

              
	
                ______________________________________

                Title
                  (If Subscriber is an entity, trust or other organization) (Please
                  Print)

              	 	
                 

              
	 	 	 
	
                ______________________________________

                ______________________________________

                ______________________________________

                Address
                  of Subscriber

              	 	 
	
                 

                _____________________________________

                Taxpayer
                  Identification Number of Subscriber

              	 	 
	 	 	 
	 	 	
                Subscription
                  Accepted:

                 

                This
                  8
                  day of DEC,
                  2005

                 

                PHANTOM
                  FIBER CORPORATION

              
	 	 	
                 

                By:
                  /s/
                  Jeff
                  Halloran                                 
                  

                Name:
                  Jeff Halloran

                Title:
                  Chief Executive Officer

              


      

      



      
        
           

        

        
          11

          
            

          

        

        
           

        

      


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

       

      
        	
                 

                Mark
                  J.
                  Nuovo                                                             
                  

                Name
                  of Subscriber

              	 	
                No.
                  of Units: 181,818                               
                  

                Purchase
                  Price: $100,000                        
                   

              
	 	 	
                 

              
	
                /s/
                  Mark J.
                  Nuovo                                                        
                  

                Signature

              	 	 
	 	 	 
	
                ______________________________________

                Name
                  (If Subscriber is an entity, trust or other organization) (Please
                  Print)

              	 	 
	
                ______________________________________

                Title
                  (If Subscriber is an entity, trust or other organization) (Please
                  Print)

              	 	 
	 	 	 
	
                ______________________________________

                ______________________________________

                ______________________________________

                Address
                  of Subscriber

              	 	 
	
                 

                ______________________________________

                Taxpayer
                  Identification Number of Subscriber

              	 	 
	 	 	 
	 	 	
                Subscription
                  Accepted:

                 

                This
                  8
                  day of DEC,
                  2005

                 

                PHANTOM
                  FIBER CORPORATION

              
	 	 	
                 

                By:
                  /s/
                  Jeff
                  Halloran                             
                  

                Name:
                  Jeff Halloran

                Title:
                  Chief Executive Officer

              


      

      



      
        
           

        

        
          12

          
            

          

        

        
           

        

      


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

       

      
        	
                ______________________________________

                Name
                  of Subscriber

              	 	
                No.
                  of Units: 110,000                                 
                  

                Purchase
                  Price: $60,500                           
                   

              
	 	 	 
	
                ______________________________________

                Signature

              	 	
                 

              
	 	 	 
	
                The
                  Sunderland Family
                  Trust                                      
                  

                Name
                  (If Subscriber is an entity, trust or other organization) (Please
                  Print)

              	 	
                 

              
	 	 	 
	
                The
                  Sunderland Family
                  Trust                                      

                Title
                  (If Subscriber is an entity, trust or other organization) (Please
                  Print)

              	 	
                 

              
	 	 	
                 

              
	
                /s/
                  Ronald B.
                  Sunderland                                             
                  

                 

                /s/ Dinae
                  Sunderland                                               
                       

                 

                ______________________________________

                Address
                  of Subscriber

              	 	
                 

              
	
                 

                ______________________________________

                Taxpayer
                  Identification Number of Subscriber

              	 	
                 

              
	 	 	
                 

              
	 	 	
                Subscription
                  Accepted:

                 

                This
                  8
                  day of DEC,
                  2005

                 

                PHANTOM
                  FIBER CORPORATION

              
	 	 	
                 

                By:
                  /s/
                  Jeff
                  Halloran                                 
                  

                Name:
                  Jeff Halloran

                Title:
                  Chief Executive Officer

              


      


      
        
           

        

        
          13

          
            

          

        

        
           

        

      


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

       

      
        	
                Pamela
                  Ritchie                                                            
                  

                Name
                  of Subscriber

              	 	
                No.
                  of Units: 30,000                                  
                  

                Purchase
                  Price: $16,500.00                      
                   

              
	 	 	 
	
                /s/
                  Pamela
                  Ritchie                                                       

                Signature

              	 	
                 

              
	 	 	 
	
                ______________________________________

                Name
                  (If Subscriber is an entity, trust or other organization) (Please
                  Print)

              	 	
                 

              
	 	 	 
	
                ______________________________________

                Title
                  (If Subscriber is an entity, trust or other organization) (Please
                  Print)

              	 	
                 

              
	 	 	
                 

              
	
                ______________________________________

                ______________________________________

                ______________________________________

                Address
                  of Subscriber

              	 	
                 

              
	
                 

                ______________________________________

                Taxpayer
                  Identification Number of Subscriber

              	 	
                 

              
	 	 	
                 

              
	 	 	
                Subscription
                  Accepted:

                 

                This
                  8
                  day of DEC,
                  2005

                 

                PHANTOM
                  FIBER CORPORATION

              
	 	 	
                 

                By:
                  /s/
                  Jeff
                  Halloran                                   
                  

                Name:
                  Jeff Halloran

                Title:
                  Chief Executive Officer

              


      

      



      
        
           

        

        
          14

          
            

          

        

        
           

        

      


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

       

      
        	
                Harry
                  Forman                                                                
                  

                Name
                  of Subscriber

              	 	
                No.
                  of Units: 20,000                                  
                  

                Purchase
                  Price: $11,000                          
                   

              
	 	 	 
	
                /s/
                  Harry
                  Forman                                                           

                Signature

              	 	
                 

              
	 	 	 
	
                ______________________________________

                Name
                  (If Subscriber is an entity, trust or other organization) (Please
                  Print)

              	 	
                 

              
	 	 	 
	
                ______________________________________

                Title
                  (If Subscriber is an entity, trust or other organization) (Please
                  Print)

              	 	
                 

              
	 	 	
                 

              
	
                ______________________________________

                ______________________________________

                ______________________________________

                Address
                  of Subscriber

              	 	
                 

              
	
                 

                ______________________________________

                Taxpayer
                  Identification Number of Subscriber

              	 	
                 

              
	 	 	
                 

              
	 	 	
                Subscription
                  Accepted:

                 

                This
                  8
                  day of DEC,
                  2005

                 

                PHANTOM
                  FIBER CORPORATION

              
	 	 	
                 

                By:
                  /s/
                  Jeff
                  Halloran                                
                  

                Name:
                  Jeff Halloran

                Title:
                  Chief Executive Officer

              


      


      
        
           

        

        
          15

          
            

          

        

        
           

        

      


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

       

      
        	
                John
                  Cramer Sharon
                  Hawkins                                  
                     

                Name
                  of Subscriber

              	 	
                No.
                  of Units: 10,000                              
                  

                Purchase
                  Price: $5,500                          
                  

              
	 	 	 
	
                /s/
                  John Cramer     /s/
                  Sharon
                  Hawkins            
                    

                Signature

              	 	
                 

              
	 	 	 
	
                ______________________________________

                Name
                  (If Subscriber is an entity, trust or other organization) (Please
                  Print)

              	 	
                 

              
	 	 	 
	
                ______________________________________

                Title
                  (If Subscriber is an entity, trust or other organization) (Please
                  Print)

              	 	
                 

              
	 	 	
                 

              
	
                ______________________________________

                ______________________________________

                ______________________________________

                Address
                  of Subscriber

              	 	
                 

              
	
                 

                ______________________________________

                Taxpayer
                  Identification Number of Subscriber

              	 	
                 

              
	 	 	 
	 	 	
                Subscription
                  Accepted:

                 

                This
                  8
                  day of DEC,
                  2005

                 

                PHANTOM
                  FIBER CORPORATION

              
	 	 	
                 

                By:
                  /s/
                  Jeff
                  Halloran                                 
                  

                Name:
                  Jeff Halloran

                Title:
                  Chief Executive Officer

              


      

      



      
        
           

        

        
          16

          
            

          

        

        
           

        

      


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

       

      
        	
                Timothy
                  J. Livak

                Name
                  of Subscriber

              	 	
                No.
                  of Units: 127,273                              
                  

                Purchase
                  Price: $70,000                         
                   
                   

              
	 	 	 
	
                /s/
                  Timothy J. Livak

                Signature

              	 	
                 

              
	 	 	 
	
                ______________________________________

                Name
                  (If Subscriber is an entity, trust or other organization) (Please
                  Print)

              	 	
                 

              
	 	 	 
	
                ______________________________________

                Title
                  (If Subscriber is an entity, trust or other organization) (Please
                  Print)

              	 	
                 

              
	 	 	
                 

              
	
                ______________________________________

                ______________________________________

                ______________________________________

                Address
                  of Subscriber

              	 	
                 

              
	
                 

                ______________________________________

                Taxpayer
                  Identification Number of Subscriber

              	 	
                 

              
	 	 	
                 

              
	 	 	
                Subscription
                  Accepted:

                 

                This
                  8
                  day of DEC,
                  2005

                 

                PHANTOM
                  FIBER CORPORATION

              
	 	 	
                 

                By:
                  /s/
                  Jeff
                  Halloran                                               
                  

                Name:
                  Jeff Halloran

                Title:
                  Chief Executive Officer

              


      

      



      
        
           

        

        
          17

          
            

          

        

        
           

        

      


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

       

      
        	
                Mark
                  DeVitre                                                                 
                  

                Name
                  of Subscriber

              	 	
                No.
                  of Units: 10,000                                     
                  

                Purchase
                  Price: 5,500                                  
                   

              
	 	 	 
	
                /s/
                  Mark
                  DeVitre                                                           
                  

                Signature

              	 	
                 

              
	 	 	 
	
                ______________________________________

                Name
                  (If Subscriber is an entity, trust or other organization) (Please
                  Print)

              	 	
                 

              
	 	 	 
	
                ______________________________________

                Title
                  (If Subscriber is an entity, trust or other organization) (Please
                  Print)

              	 	
                 

              
	 	 	 
	
                ______________________________________

                ______________________________________

                ______________________________________

                Address
                  of Subscriber

              	 	
                 

              
	
                 

                ______________________________________

                Taxpayer
                  Identification Number of Subscriber

              	 	
                 

              
	 	 	
                 

              
	 	 	
                Subscription
                  Accepted:

                 

                This
                  8
                  day of DEC,
                  2005

                 

                PHANTOM
                  FIBER CORPORATION

              
	 	 	
                 

                By:
                  /s/
                  Jeff
                  Halloran                              
                   

                Name:
                  Jeff Halloran

                Title:
                  Chief Executive Officer

              


      


      
        
           

        

        
          18

          
            

          

        

        
           

        

      


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

       

      
        	
                Robert
                  Kantor                                                                
                  

                Name
                  of Subscriber

              	 	
                No.
                  of Units: 140,000                             
                  

                Purchase
                  Price: 77,000                          
                   

              
	 	 	 
	
                /s/
                  Robert
                  Kantor                                                          

                Signature

              	 	
                 

              
	 	 	 
	
                ______________________________________

                Name
                  (If Subscriber is an entity, trust or other organization) (Please
                  Print)

              	 	
                 

              
	 	 	 
	
                ______________________________________

                Title
                  (If Subscriber is an entity, trust or other organization) (Please
                  Print)

              	 	 
	 	 	 
	
                ______________________________________

                ______________________________________

                ______________________________________

                Address
                  of Subscriber

              	 	 
	
                 

                ______________________________________

                Taxpayer
                  Identification Number of Subscriber

              	 	 
	 	 	 
	 	 	
                Subscription
                  Accepted:

                 

                This
                  8
                  day of DEC,
                  2005

                 

                PHANTOM
                  FIBER CORPORATION

              
	 	 	
                 

                By:
                  /s/
                  Jeff
                  Halloran                                   
                  

                Name:
                  Jeff Halloran

                Title:
                  Chief Executive Officer

              


      

      



      
        
           

        

        
          19

          
            

          

        

        
           

        

      


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

       

      
        	
                Russo
                  Living Trust 5/1/98

                Michael
                  Russo,
                  Trustee                                              
                  

                Name
                  of Subscriber

              	 	
                No.
                  of Units: 20,000                                        
                  

                Purchase
                  Price: $0.55  
                  $11,000                     
                   

              
	 	 	 
	
                /s/
                  Michael
                  Russo                                                        
                  

                Signature

              	 	
                 

              
	 	 	 
	
                Russo
                  Living Trust
                  5/1/98                                           
                  

                Name
                  (If Subscriber is an entity, trust or other organization) (Please
                  Print)

              	 	
                 

              
	 	 	 
	
                Michael
                  Russo,
                  Trustee                                               
                  

                Title
                  (If Subscriber is an entity, trust or other organization) (Please
                  Print)

              	 	 
	 	 	 
	 	 	 
	
                ______________________________________

                ______________________________________

                ______________________________________

                Address
                  of Subscriber

              	 	 
	
                 

                ______________________________________

                Taxpayer
                  Identification Number of Subscriber

              	 	 
	 	 	 
	 	 	
                Subscription
                  Accepted:

                 

                This
                  8
                  day of DEC,
                  2005

                 

                PHANTOM
                  FIBER CORPORATION

              
	 	 	
                 

                By:
                  /s/
                  Jeff
                  Halloran                                   
                  

                Name:
                  Jeff Halloran

                Title:
                  Chief Executive Officer

              


      

      



      
        
           

        

        
          20

          
            

          

        

        
           

        

      


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

       

      
        	
                Financial
                  Trading Consultants Pension
                  Plan         

                Name
                  of Subscriber

              	 	
                No.
                  of Units: 100,000                                 
                  

                Purchase
                  Price: $55,000                             
                  

              
	 	 	 
	
                /s/
                  Howard
                  Shapiro                                                     
                  

                Signature

              	 	
                 

              
	 	 	 
	
                _____________________________________

                Name
                  (If Subscriber is an entity, trust or other organization) (Please
                  Print)

              	 	
                 

              
	 	 	 
	
                _____________________________________

                Title
                  (If Subscriber is an entity, trust or other organization) (Please
                  Print)

              	 	
                 

              
	 	 	 
	
                ______________________________________

                ______________________________________

                ______________________________________

                Address
                  of Subscriber

              	 	 
	
                 

                ______________________________________

                Taxpayer
                  Identification Number of Subscriber

              	 	 
	 	 	 
	 	 	
                Subscription
                  Accepted:

                 

                This
                  ___ day of _______________, 2005

                 

                PHANTOM
                  FIBER CORPORATION

              
	 	 	
                 

                By:__________________________________

                Name:
                  Jeff Halloran

                Title:
                  Chief Executive Officer

              


      

      



      
        
           

        

        
          21

          
            

          

        

        
           

          
          

        

      


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

       

      
        	
                Howard
                  Shapiro                                                           
                  

                Name
                  of Subscriber

              	 	
                No.
                  of Units: 100,000                                  
                  

                Purchase
                  Price: $55,000                            
                   

              
	 	 	 
	
                /s/
                  Howard
                  Shapiro                                                     
                  

                Signature

              	 	
                 

              
	 	 	 
	
                _____________________________________

                Name
                  (If Subscriber is an entity, trust or other organization) (Please
                  Print)

              	 	 
	 	 	 
	
                _____________________________________

                Title
                  (If Subscriber is an entity, trust or other organization) (Please
                  Print)

              	 	 
	 	 	 
	
                ______________________________________

                ______________________________________

                ______________________________________

                Address
                  of Subscriber

              	 	 
	
                 

                ______________________________________

                Taxpayer
                  Identification Number of Subscriber

              	 	 
	 	 	 
	 	 	
                Subscription
                  Accepted:

                 

                This
                  ___ day of _______________, 2005

                 

                PHANTOM
                  FIBER CORPORATION

              
	 	 	
                 

                By:__________________________________

                Name:
                  Jeff Halloran

                Title:
                  Chief Executive Officer

              


      

      



      
        
           

        

        
          22

          
            

          

        

        
           

        

      


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

       

      
        	
                Meuqer
                  Masters International Pension
                  Plan           
                  

                Name
                  of Subscriber

              	 	
                No.
                  of Units: 100,000                                 
                  

                Purchase
                  Price: $55,000                             

              
	 	 	 
	
                /s/
                  Howard
                  Shapiro                                                      
                  

                Signature

              	 	
                 

              
	 	 	 
	
                _____________________________________

                Name
                  (If Subscriber is an entity, trust or other organization) (Please
                  Print)

              	 	 
	 	 	 
	
                _____________________________________

                Title
                  (If Subscriber is an entity, trust or other organization) (Please
                  Print)

              	 	 
	 	 	 
	
                ______________________________________

                ______________________________________

                ______________________________________

                Address
                  of Subscriber

              	 	 
	
                 

                ______________________________________

                Taxpayer
                  Identification Number of Subscriber

              	 	 
	 	 	 
	 	 	
                Subscription
                  Accepted:

                 

                This
                  ___ day of _______________, 2005

                 

                PHANTOM
                  FIBER CORPORATION

              
	 	 	
                 

                By:__________________________________

                Name:
                  Jeff Halloran

                Title:
                  Chief Executive Officer

              


      

      



      
        
           

        

        
          23

          
            

          

        

        
           

          
          

        

      


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

       

      
        	
                Linda
                  Abrams                                                                
                  

                Name
                  of Subscriber

              	 	
                No.
                  of Units: 90,909                                                 
                  

                Purchase
                  Price: $50,000                                           
                  

              
	 	 	 
	
                /s/
                  Linda
                  Abrams                                                          
                  

                Signature

              	 	
                 

              
	 	 	 
	
                ______________________________________

                Name
                  (If Subscriber is an entity, trust or other organization) (Please
                  Print)

              	 	 
	 	 	 
	
                ______________________________________

                Title
                  (If Subscriber is an entity, trust or other organization) (Please
                  Print)

              	 	 
	 	 	 
	
                ______________________________________

                ______________________________________

                ______________________________________

                Address
                  of Subscriber

              	 	 
	
                 

                ______________________________________

                Taxpayer
                  Identification Number of Subscriber

              	 	 
	 	 	 
	 	 	
                Subscription
                  Accepted:

                 

                This
                  8
                  day of DEC,
                  2005

                 

                PHANTOM
                  FIBER CORPORATION

              
	 	 	
                 

                By:
                  /s/
                  Jeff
                  Halloran                                     
                  

                Name:
                  Jeff Halloran

                Title:
                  Chief Executive Officer

              


      

      



      
        
           

        

        
          24

          
            

          

        

        
           

        

      



      ACCREDITED
        INVESTOR QUESTIONNAIRE

      


      The
        Subscriber warrants and represents to the Company that it qualifies as an
        “accredited investor,” as such term is defined
        in Rule
        501(a) of Regulation D under the Securities Act of 1933, as amended (the
        “Securities Act”), by virtue of the fact that the Subscriber meets the following
        criteria at the time of the sale of the Securities to the Subscriber (Subscriber
        must initial the applicable categories below): 

      I.
        ACCREDITED INVESTOR STATUS

      


      A. Individual
        Investors:
        (Initial
        one or more of the following statements)

      


      1. ____ I
        certify
        that I am an accredited investor because I have had individual income (exclusive
        of any income earned by my spouse) of more than $200,000 in each of the two
        most
        recent calendar years and I reasonably expect to have an individual income
        in
        excess of $200,000 for the current year.

      


      2. ____ I
        certify
        that I am an accredited investor because I have had joint income with my
        spouse
        in excess of $300,000 in each of the two most recent calendar years and I
        reasonably expect to have joint income with my spouse in excess of $300,000
        for
        the current year.

      


      3. ____ I
        certify
        that I am an accredited investor because I have an individual net worth,
        or my
        spouse and I have a joint net worth, in excess of $1,000,000.

      


      4. ____ I
        certify
        that I am an accredited investor because I am a director, executive officer,
        or
        general partner of the issuer of the securities being offered or sold, or
        any
        director, executive officer, or general partner of a general partner of that
        issuer.

      


      B. Partnerships,
        Corporations, Trusts or Other Entities:
        (Initial one of the following statements)

      


      1.
        The
        undersigned hereby certifies that it is an accredited investor because it
        is:

      


      a. ______ any
        corporation, partnership, or Massachusetts or similar business trust, not
        formed
        for the specific purpose of acquiring the securities offered, with total
        assets
        in excess of $5,000,000; 

      


      b. ______ a
        trust
        with total assets in excess of $5,000,000, not formed for the specific purpose
        of acquiring the securities offered, whose purchase is directed by a 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 securities
        offered as described in Rule 506(b)(2)(ii) under the Securities Act;


      


      c. ______ an
        employee benefit plan within the meaning of the Employee Retirement Income
        Security Act of 1974, whose investment decisions are made by a plan fiduciary,
        as defined in Section 3 (21) of such act, which is either a bank, savings
        and
        loan association, an insurance company or registered investment
        adviser;

      


      
        
           

        

        
           

          
            

          

        

        
           

        

      

      d. ______ 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 that are accredited investors;

      


      e. ______ an
        employee benefit plan within the meaning of the Employee Retirement Income
        Security Act of 1974 with total assets in excess of $5,000,000;

      


      f. ______ any
        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, with total assets in excess of $5,000,000;

      


      g. ______ an
        organization described in Section 501(c)(3) of the Internal Revenue Code
        of
        1986, as amended, not formed for the specific purpose of acquiring the
        securities offered, with total assets in excess of $5,000,000;

      


      h. ______ a
        private
        business development company as defined in Section 202(a)(22) of the Investment
        Advisers Act of 1940; 

      


      i. ______ any
        bank
        as defined in Section 3(a)(2) of the Securities Act or any savings and loan
        association or other institution as defined in Section 3(a)(5)(A) of the
        Securities Act whether acting in its individual or fiduciary capacity;


      


      j. ______ any
        broker or dealer registered pursuant to Section 15 of the Securities Exchange
        Act of 1934, as amended;

      


      k. ______ any
        insurance company as defined in Section 2(a)(13) of the Securities
        Act;

      


      l. ______ any
        investment company registered under the Investment Company Act of 1940 or
        a
        business development company as defined in Section 2(a)(48) of the Investment
        Company Act of 1940;

      


      m. ______ any
        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;
        or

      


      2. ____ The
        undersigned hereby certifies that it is an accredited investor because it
        is an
        entity in which each of the equity owners qualifies as an accredited investor
        under items A(1), (2) or (3) or item B(1) above.

      


      [REMAINDER
        OF PAGE INTENTIONALLY LEFT BLANK]

      


      
        
           

        

        
          2

          
            

          

        

        
           

        

      

      


      Please
        indicate whether Purchaser is an INDIVIDUAL, or if purchased as JOINT TENANTS,
        as TENANTS IN COMMON, or as COMMUNITY PROPERTY:

       

      Date:
                                            
        ,
        2005

       

      
        	
                _____________________________

                Subscriber(s) 

                 

                _____________________________

                Print Name(s)

                 

                _____________________________

                Print Title

                 

                _____________________________

                Signature(s)  

              	
                
                  _____________________________

                  Subscriber(s) 

                   

                  _____________________________

                  Print Name(s)

                   

                  _____________________________

                  Print Title

                   

                  _____________________________

                  Signature(s)  

                

              


      

       

      _____________________________

      _____________________________

      _____________________________

      Address

      


      


      
        
           

        

        
          3