Form of Subscription Agreement


    Exhibit
      10.6

    


    SUBSCRIPTION
      AGREEMENT

    


    PRINCETON
      SECURITY TECHNOLGOIES, INC.

    


    This
      Agreement shall constitute the irrevocable offer of the undersigned to purchase
      shares of Common Stock in Princeton Security Technologies, Inc. a Nevada
      Corporation (the “Company”). The purchase price per share of Common Stock is
      $0.40. On execution by both parties, this Agreement shall become a bilateral
      agreement binding on both the undersigned and the Company. Each part of this
      Agreement must be completed by the undersigned and, by execution below, the
      undersigned acknowledges that he or she understands that the Company and the
      other investors are relying on the accuracy and completeness hereof in complying
      with the obligations under applicable securities laws. 

    


    On
      the
      foregoing, it is hereby agreed as follows: 

    


    1. Subscription.
      The
      undersigned hereby irrevocably subscribes for the purchase of the number of
      share of Common Stock set forth above the undersigned's signature to this
      Agreement. The undersigned is tendering to the Company: 

    


    (a) Executed
      original of this Agreement; and

    


    (b) Executed
      original of the completed suitability letter included in the subscription
      documents;

    


    2. General
      Representations of Subscriber.
      The
      undersigned hereby represents and warrants as follows: 

    


    (a) The
      undersigned is over the age of 21 years. 

    


    (b) The
      undersigned acknowledges that neither the United States Securities and Exchange
      Commission nor the securities commission of any state or other federal agency
      has made any determination as to the merits of purchasing the shares of Common
      Stock. 

    


    (c) The
      undersigned has received and read the Prospectus dated ______________, 2007,
      with respect to the purchase of shares of Common Stock and understands the
      risks
      of an investment in the Company, including the risks set forth under the caption
      "RISK FACTORS" in the Prospectus. The undersigned acknowledges that an
      investment in the Company involves a high degree of risk. The undersigned
      acknowledges that, except as set forth in the Prospectus, no representations
      or
      warranties have been made to him, or to his advisors, by the Company, or by
      any
      person acting on behalf of the Company, with respect to the proposed business
      of
      the Company, or any other aspects or consequences of the purchase of shares
      of
      Common Stock and/or an investment in the Company, and that he or she has not
      relied upon any information concerning the offering, written or oral, other
      than
      that contained in the Prospectus.

    


    (d) The
      undersigned, either alone or with the assistance of one or more advisers
      selected and engaged by him or her, has such knowledge and experience in
      business and financial matters that he or she is capable of evaluating the
      Company, its business operations, and the risks and merits of an investment
      in
      the Company. 


    
      
        
        

      

      
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    (e) The
      undersigned has been provided with all materials and information requested
      by
      the undersigned or his or her representatives, including any information
      requested to verify any information furnished, and the undersigned has been
      provided the opportunity for direct communication with the Company and its
      representatives regarding the purchase made hereby, including the opportunity
      to
      ask questions of and receive answers from the executive officers and directors
      of the Company. 

    


    (f) All
      information which the undersigned has provided to the Company or its agents
      or
      representatives concerning the undersigned's suitability to invest in the
      Company is complete, accurate, and correct as of the date of the signature
      on
      the last page of this Agreement. Such information includes, but is not limited
      to, information concerning the undersigned's personal financial affairs,
      business position, and the knowledge and experience of the undersigned and
      the
      undersigned's advisers. 

    


    (g) The
      undersigned has adequate means of providing for his or her current needs and
      possible personal contingencies and has no need now, and anticipates no need
      in
      the foreseeable future, to sell any of the shares of Common Stock for which
      the
      undersigned hereby subscribes. The undersigned is able to bear the economic
      risks of this investment, and, consequently, without limiting the generality
      of
      the foregoing, is able to hold the shares of Common Stock for an indefinite
      period of time, and has a sufficient net worth to sustain a loss of the entire
      investment, in the event such loss should occur.

    


    (h) The
      undersigned is a resident of the state identified in the address set forth
      hereinafter and has reviewed the applicable legend set forth respecting
      residents of such state in the forepart of the Prospectus.

    


    (i) The
      undersigned acknowledges that this Agreement may be accepted or rejected in
      whole or in part by the Company and that, to the extent the subscription may
      be
      rejected, the accompanying subscription payment will be refunded without payment
      of interest and without deduction of expenses.

    


    The
      Company will notify the subscriber of the acceptance of this subscription.
      The
      total amount payable shall be the number of shares of Common Stock subscribed
      for multiplied by the offering price of $0.40 per share of Common
      Stock.

    


    AGREED
      AND ENTERED INTO this ____ day of ____________, _____.

    Number
      of
      shares of Common Stock to be Purchased  _______________

    Dollar
      amount at $0.40 per share of Common Stock: _________________

    
 

    MAKE
      CHECKS PAYABLE TO PRINCETON SECURITY TECHNOLOGIES, INC. ESCROW ACCOUNT
AT
      ESCROW SPECIALIST 

    ESCROW
      SPECIALIST FBO PRINCETON SECURITY TECHNOLOGIES, INC.
      ESCROW

    

      
        	
                _____________________________________

              	 	_______________________________________ 
	
                Signature

              	 	
                Signature
                  of Joint Subscriber, If Any

              
	 	 	 
	 	 	_______________________________________ 
	 	 	
                Type
                  or Print Name of Subscriber(s) in Exact Form

                to
                  be Used on Records of the Company

              
	 	 	 
	 	 	_______________________________________ 
	 	 	
                Tax
                  Identification Number or Social Security
                  Number

              


      

    

     

    Address:

    ________________________________

    Number
      and Street

    
      ________________________________

    

    City,
      State, and Zip


    
      
        
        

      

      
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    ACCEPTANCE
      OF SUBSCRIPTION

    


    The
      foregoing subscription is hereby accepted this ____ day of __________, _______.
      

    


    Princeton
      Security Technologies, Inc.

    


    By 
      ___________________________________

              
      Duly Authorized Officer

     

     

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