SUBSCRIPTION AGREEMENT

                                PTI HOLDING INC.
                            (a Delaware corporation)



PTI Holding Inc.
One Executive Boulevard,
Yonkers, NY 10701


Ladies and Gentlemen:

         I hereby  subscribe for the purchase of Two Million One Hundred Seventy
Three Thousand Nine Hundred Thirteen  (2,173,  913) shares (the "Shares") of the
Common Stock, $.01 par value per share, of PTI Holding Inc. (the "Company"),  at
a price of $.46 per share, or an aggregate  purchase price of  $1,000,000.00(the
"Purchase Price").

        This Agreement  represents the  subscription  by the undersigned for the
Shares.  Execution  of  this  Subscription  Agreement  (the  "Agreement")  shall
constitute an offer by the  undersigned to subscribe for the Shares on the terms
specified herein.

        Section 1. Purchase of the Shares.  Subject to the terms and  conditions
of  this  Agreement  and  in  reliance  upon  the  representations,  warranties,
covenants and agreements  contained  herein,  at the Closing (as herein defined)
the  undersigned  shall  purchase from the Company,  and the Company shall issue
sell and deliver, the Shares for the Purchase Price.

        1.1 Closing. The "Closing Date" shall be August 15, 2000.

        1.2 Payment of the Purchase Price.  At the Closing,  in full payment for
the Shares to be issued and delivered,  the  undersigned  shall pay the Purchase
Price by cash, check, or wire transfer.

        1.3 The  Undersigned's  Conditions  Precedent.  The  obligations  of the
undersigned  under this Agreement to proceed with the transactions  contemplated
hereby are  subject  to the  fulfillment  of the  following  condition  prior to
closing,  and the Company shall use its best efforts to cause such  condition to
be fulfilled:  all defaults under all  agreements and  instruments in connection
with the  Company's  financing,  currently  outstanding,  shall be waived by the
Company's current financing and lending sources ("the Lenders"), and the Lenders
shall  consent to this  Agreement,  on terms and by written  waiver and  consent
reasonably satisfactory in form and substance to the undersigned.

        1.4 Undersigned's  Right to "Put" the Shares. The undersigned shall have
the right to "Put" to the  Company,  and upon proper  exercise of such Put,  the
Company shall repurchase the Shares at the Put Price, as herein defined. The Put
Price shall be equal to the  Purchase  Price  multiplied  by 0.9.  The Put Price
shall be  allocated  pro rata  among the Shares or any  security  into which the
Shares are converted or exchanged. The Put shall not be exercisable for a period
of two years from the date hereof. The undersigned shall not exercise the Put at
any time that such  exercise  shall  cause the  Company  to be in default of any
covenants  contained in its then current  financing  agreements.  The Put may be
exercised in whole or in part from time to time.

                1.4.1  Exercise of the Put.  The  undersigned  shall  notify the
Company in  writing  of the  election  to  exercise  and set forth the number of
Shares with  respect to such  exercise.  The "Put Date" for closing  shall be 20
business days after notice of exercise at 10:00 a.m.,  and the place for payment
of the Put Price shall be the Company's offices,  at the address first set forth
above,  unless  another date is agreed upon by the Company and the  undersigned.
Payment  of the Put  Price  shall  be made by the  Company  by  delivery  to the
undersigned  of  a  certified  or  bank  check  payable  to  the  order  of  the
undersigned. On the Put Date, the undersigned shall deliver certificates for the
Shares  together  with  a  stock  power,   executed  in  blank,  with  signature
guaranteed.  If any certificates for the Shares shall have been lost,  stolen or
destroyed, the undersigned shall sign and deliver to the Company an affidavit of
loss attesting to such loss, theft or destruction,  and indemnifying the Company
for all loss or damages  incurred in connection  therewith.  All costs,  fees or
taxes attributable to such exercise shall be the responsibility of the Company.


        Section 2.  Representations  and Warranties of the Company.  The Company
represents and warrants to the undersigned as follows, and acknowledges that the
undersigned  is relying upon such  representations  and warranties in connection
with the execution, delivery and performance of this Agreement,  notwithstanding
any investigation made by the undersigned or on his behalf.

        2.1 Consents, Authorizations and Binding Effect.

                (a)  The  Company  is  a  corporation  duly  organized,  validly
existing and in good standing  under the laws of the state of its  incorporation
and is  qualified  to  transact  business  and is in good  standing as a foreign
corporation in the jurisdictions where it is required to qualify.

                (b) This  Agreement  has been duly executed and delivered by the
Company and constitutes the legal,  valid and binding obligation of the Company,
enforceable  in  accordance  with  its  terms.   The  execution,   delivery  and
performance of this Agreement does not and will not:

                (i)  conflict  with,  result  in the  breach  of,  constitute  a
        default,  with or without notice and/or lapse of time, under,  result in
        being declared void or voidable any provision of, or result in any right
        to  terminate  or cancel any  contract,  lease or agreement to which the
        Company or any of its properties is bound;

                (ii)  constitute a violation of any  statute,  judgment,  order,
        decree or  regulation  or rule of any court,  governmental  authority or
        arbitrator applicable or relating to the Company;

                (iii) result in the acceleration of any debt or other obligation
of the Company; or

                (iv)  conflict  with or violate any  provision of the  Company's
        certificate of incorporation or by-laws, in each case as amended through
        the date hereof.

        2.2  Judgments.  No  judgments  exist  against the Company or any of the
Company's assets.

        2.3 Litigation and Compliance.

                (a) There  are no  actions,  suits,  claims  or  proceedings  or
governmental or  administrative  investigations  pending or, to the knowledge of
the Company,  threatened,  nor, to the  knowledge  of the Company,  is there any
reasonable basis for any such action,  suit, claim or proceeding (i) by, against
or  otherwise  involving  any of the Company or any of the  Company's  officers,
directors, employees or agents or any asset or property of others leased or used
by the Company  pursuant to an  agreement  which,  if decided  adversely  to the
Company,  would have a  materially  adverse  effect on the  company's  financial
condition or (ii) which  questions or challenges  the validity of this Agreement
or any action taken or to be taken pursuant to this Agreement.

                (b) The Company is in  substantial  compliance  with,  is not in
default or  violation in any material  respect  under,  and has not been charged
with or received any notice at any time of any  violation by it of, any statute,
law,  ordinance,  regulation,  decree or order  applicable  to the  business  or
operations of the Company.

                (c) None of the Company nor the transactions  contemplated under
this  Agreement  is  subject  to any  judgment,  order or decree  entered in any
lawsuit or proceeding applicable to the business and operations of the Company.

                (d) The Company has duly filed all reports and returns  required
to  be  filed  by  it  with  governmental   authorities  and  has  obtained  all
governmental permits and licenses and other governmental consents.

        2.4  Securities.  The Shares,  when sold  pursuant to the terms  hereof,
        shall  constitute  duly  authorized,  validly  issued,  fully  paid  and
        nonassessable shares of the Company's common stock.


        Section  3.  Representations  and  Warranties  of the  Undersigned.  The
Undersigned  represents and warrants to the Company as follows, and acknowledges
that the  Company  is  relying  upon  such  representations  and  warranties  in
connection  with the  execution,  delivery and  performance  of this  Agreement,
notwithstanding any investigation made by the Company or on its behalf.

        3.1 Risk Factors.  The  undersigned  has reviewed and fully  understands
each  of the  RISK  FACTORS,  attached  hereto  as  EXHIBIT  A,  involved  in an
investment  in the  Company  and agrees  that the  undersigned's  execution  and
delivery of this  Subscription  Agreement shall constitute an  acknowledgment by
the undersigned that: (i) the undersigned has read and understands all such RISK
FACTORS;  (ii) if the  undersigned  has  received or  reviewed a business  plan,
offering  memorandum or projection of future performance of the Company,  he has
not relied upon such  documents as the basis of, or an  influencing  factor with
respect to, his decision to subscribe to invest in the Company;  and (iii) there
is no basis for  projecting  the  profits or losses  that might  result from the
Company's operations.

        3.2 Not Dependent  upon  Investment.  The  undersigned  (i) has adequate
means  of  providing   for  the   undersigned's   current   needs  and  possible
contingencies,  apart from any income  that the  undersigned  might earn from an
investment in the Company,  and the undersigned has no need for liquidity of the
undersigned's  investment  in the Company,  (ii) can bear the  economic  risk of
losing the undersigned's  entire investment therein,  and (iii) has, alone, such
knowledge and  experience  that the  undersigned  is capable of  evaluating  the
relative risks and merits of this investment.

        3.3  Subscriber's Status.
                3.3.1 The undersigned,  if an individual,  is more than 21 years
old. The  undersigned  has consulted with tax and legal counsel  selected by the
undersigned,  and has reviewed with such counsel the Company's  Annual Report on
Form 10-K for the year  ended12/31/99  and Quarterly Report on Form 10-Q for the
quarter ended 3/31/00 (the A34 Docs"), and this Subscription Agreement,  and the
merits of an  investment  in the Company.  The  undersigned,  together with such
persons,  has  sufficient  knowledge  and  experience  in business and financial
matters to evaluate  the merits and the risks of an  investment  in the Company,
and the undersigned,  fully aware of the risks involved,  has determined that an
investment  in the  Company  is  consistent  with the  undersigned's  investment
objectives.  The  undersigned  is relying  solely on the  undersigned's  own tax
advisors  with  respect to the tax  factors  relating  to an  investment  in the
Company.

                3.3.2 The  undersigned  is an Accredited  Investor as defined in
Rule 501 of the  Securities Act of 1933, as amended (the "Act") and satisfies at
least one of the following categories:

                (a) a corporation, partnership, trust or llc, not formed for the
                specific purpose of acquiring the securities offered, with total
                assets in excess of $5,000,000;

                (b) a director, or executive officer of the Company;

                (c) a natural person whose  individual  net worth,  or joint net
                worth  with that  person's  spouse  at the time of his  purchase
                exceeds $1,000,000;

                (d) a natural  person who had an individual  income in excess of
                $200,000  in each of the two most recent  years or joint  income
                with that person's spouse in excess of $300,000 in each of those
                years and has a  reasonable  expectation  of  reaching  the same
                income level in the current year; and

                (e) an entity in which all of the equity  owners are  accredited
investors.

                3.3.3 The subscriber,  if an entity, is duly organized,  validly
existing  and in good  standing  under  the  under  the laws of the state of its
organization.

                3.3.4 The  undersigned,  if signing on behalf of an entity,  has
been duly authorized to execute and deliver this  agreement,  and such agreement
has been duly  authorized by such entity's  governing body and  constitutes  the
legal, valid and binding obligation of such entity.

        3.4   Subscriber's   Address.   The  address  set  forth  below  is  the
undersigned's  true and correct  residence,  and the  undersigned has no present
intention of becoming a resident of any other state or jurisdiction.

        3.5  Familiarity  with  Company.   All  documents,   records  and  books
pertaining  to an investment in the Company  requested by the  undersigned  have
been made  available  or delivered  to, and have been  examined by, him, and the
undersigned  has had an opportunity to ask questions of and receive answers from
the  principals  of the  Company  concerning  the terms and  conditions  of this
investment;  provided, however, that the undersigned acknowledges that he is not
relying upon any  information,  representation,  warranty or promise that is not
contained herein.

        3.6 No Purchaser  Representative.  The  undersigned has not utilized the
services  of  a  "Purchaser  Representative"  (  as  defined  in  Regulation  D,
promulgated under the Act).

        3.7 No Public Sales Efforts. The Undersigned is not entering into this
Subscription  Agreement as a result of or subsequent to: (i) any  advertisement,
article, notice or other communication  published in any newspaper,  magazine or
other  publication  or broadcast over  television or radio;  (ii) any seminar or
meeting open to the public;  or (iii) any  solicitation  of a subscription  by a
person not previously  known to him in connection with investments in securities
generally.

        3.8 No Representations. The undersigned confirms that no representations
or  warranties  have been made to the  undersigned  by the Company or any of its
principals,  officers or voting  members or any agent,  employee or affiliate of
any of them, and that in entering into this  transaction  the undersigned is not
relying upon information, other than as expressly set forth in Section 1 herein,
the 34 Docs and the results of the undersigned's own independent  investigation.
The   undersigned   hereby  also   confirms  that  he  did  not  rely  upon  any
representation  or warranty  contained  in any  business  plan,  projection,  or
offering  documents  with  respect  to a  prior  distribution  of the  Company's
securities which may have been distributed by the Company or affiliates thereof,
and that in entering into this  transaction  the undersigned is not relying upon
information contained in any such documents.

        Section 4. Shares Not Registered.  The undersigned  understands that the
Shares are not  registered  under the Act,  and must be held by the  undersigned
indefinitely  unless  they  are  subsequently  registered  under  the  Act or an
exemption from such registration is available.  The undersigned understands that
the resale of such  Shares  will be  restricted  so that such resale may be made
only in  accordance  with the  appropriate  exemptions  (including  holding such
Shares for periods of time specified in Rule 144  promulgated  under the Act and
compliance with the other provisions  thereof,  if such exemption is available),
or  registration  under  the Act.  The  undersigned  is aware of the risks of an
investment  in  restricted  securities  and has no need for any income  from his
investment in the Shares and can afford to lose his entire investment.

        Section 5.  Restrictive Legend. The undersigned understands that all
        certificates evidencing Shares will bear a legend substantially in the
        following form:

        The securities  represented by this certificate have not been registered
        under  the  Securities  Act of 1933,  as  amended,  or under  any  state
        securities laws. These securities may not be sold, transferred,  pledged
        or  hypothecated in the absence of an effective  registration  statement
        for the  securities  under said Act or an  opinion of counsel  and other
        assurances  satisfactory  to the Company prior to the  transaction  that
        registration under said Act is not required.

        Section 6.  Restrictions on Transfer. The undersigned hereby agrees as
follows:

                (a) If the  undersigned,  or any subsequent  holder,  desires to
transfer  any of the  Shares,  such  transfer  may be made only  either (i) upon
publication by the Securities and Exchange  Commission (the  "Commission")  of a
ruling, interpretation, opinion or "no action letter" based upon facts presented
to said  Commission,  or (ii) upon  receipt  by the  Company  of an  opinion  of
counsel,  in either  case to the  effect  that the  proposed  transfer  will not
violate the  provisions  of the Act, the  Securities  Exchange  Act of 1934,  as
amended, or the rules and regulations promulgated under either such act.

                (b)  Prior to any such  proposed  transfer,  and as a  condition
thereto,  the undersigned,  or any subsequent holder,  will, if requested by the
Company,  deliver to the Company an investment  letter setting forth  investment
representations  of the  proposed  transferee  and  such  proposed  transferee's
covenant to comply with the  transfer  provisions  set forth in this  Section 4,
signed by the proposed transferee.

                (c) The Company may place a stop order with its  transfer  agent
and  registrar,  if any,  with respect to any of the Shares or any  certificates
into which such Shares are exchanged.

        Section  7.  Further  Actions.  Each  party  shall  execute  such  other
documents  and  instruments  as shall be  requested  by the other party in order
fully to accomplish the purposes of this Agreement.

        Section  8.  Entire  Agreement.   This  Agreement  contains  the  entire
agreement among the parties hereto with respect to the transactions contemplated
by this Agreement and supersedes all prior  arrangements or understandings  with
respect thereto.

        Section 9.  Construction.

                (a)  The   descriptive   headings  of  this  Agreement  are  for
convenience  only and shall not control or affect the meaning or construction of
any provision of this Agreement.

                (b) Any pronoun  herein  shall  include  all genders  and/or the
plural or singular as appropriate from the context.

        Section  10.  Assignability.  This  Agreement  shall  not be  assignable
otherwise than by operation of law by any party hereto without the prior written
consent of the other parties,  and any purported  assignment  without such prior
written consent shall be null and void,  except that the Company may assign this
Agreement in connection with a sale of all or substantially all of its assets.

        Section 11. Notices.  All notices or other  communications given or made
hereunder shall be deemed given if in writing and delivered personally or mailed
by registered  or certified  mail,  return  receipt  requested,  or by overnight
courier procuring a return receipt,  postage prepaid,  to the undersigned at the
address set forth below and to the Company at the address first set forth above.

        Section 12.  Counterparts.  This Agreement may be executed in multiple
counterparts all of which taken together shall constitute one and the same
instrument.

Dated: July 25, 2000


                                                          Very truly yours,




                                                          MEREDITH BIRRITTELLA









                                                        ADDRESS FOR ALL NOTICES:








                                                          SSN or other  Taxpayer
I.D.


ACCEPTED:
PTI HOLDING INC.


By:
      Name:
      Title:


<PAGE>


                             SUBSCRIPTION AGREEMENT

                                PTI HOLDING INC.

                            (a Delaware corporation)



PTI Holding Inc.
One Executive Boulevard,
Yonkers, NY 10701


Ladies and Gentlemen:

         I hereby  subscribe for the purchase of Two Million One Hundred Seventy
Three Thousand Nine Hundred Thirteen  (2,173,  913) shares (the "Shares") of the
Common Stock, $.01 par value per share, of PTI Holding Inc. (the "Company"),  at
a price of $.46 per share, or an aggregate  purchase price of  $1,000,000.00(the
"Purchase Price").

        This Agreement  represents the  subscription  by the undersigned for the
Shares.  Execution  of  this  Subscription  Agreement  (the  "Agreement")  shall
constitute an offer by the  undersigned to subscribe for the Shares on the terms
specified herein.

        Section 1. Purchase of the Shares.  Subject to the terms and  conditions
of  this  Agreement  and  in  reliance  upon  the  representations,  warranties,
covenants and agreements  contained  herein,  at the Closing (as herein defined)
the  undersigned  shall  purchase from the Company,  and the Company shall issue
sell and deliver, the Shares for the Purchase Price.

        1.1 Closing. The "Closing Date" shall be August 15, 2000.

        1.2 Payment of the Purchase Price.  At the Closing,  in full payment for
the Shares to be issued and delivered,  the  undersigned  shall pay the Purchase
Price by cash, check, or wire transfer.

        1.3 The  Undersigned's  Conditions  Precedent.  The  obligations  of the
undersigned  under this Agreement to proceed with the transactions  contemplated
hereby are  subject  to the  fulfillment  of the  following  condition  prior to
closing,  and the Company shall use its best efforts to cause such  condition to
be fulfilled:  all defaults under all  agreements and  instruments in connection
with the  Company's  financing,  currently  outstanding,  shall be waived by the
Company's current financing and lending sources ("the Lenders"), and the Lenders
shall  consent to this  Agreement,  on terms and by written  waiver and  consent
reasonably satisfactory in form and substance to the undersigned.


        1.4 Undersigned's  Right to "Put" the Shares. The undersigned shall have
the right to "Put" to the  Company,  and upon proper  exercise of such Put,  the
Company shall repurchase the Shares at the Put Price, as herein defined. The Put
Price shall be equal to the  Purchase  Price  multiplied  by 0.9.  The Put Price
shall be  allocated  pro rata  among the Shares or any  security  into which the
Shares are converted or exchanged. The Put shall not be exercisable for a period
of two years from the date hereof. The undersigned shall not exercise the Put at
any time that such  exercise  shall  cause the  Company  to be in default of any
covenants  contained in its then current  financing  agreements.  The Put may be
exercised in whole or in part from time to time.

                1.4.1  Exercise of the Put.  The  undersigned  shall  notify the
Company in  writing  of the  election  to  exercise  and set forth the number of
Shares with  respect to such  exercise.  The "Put Date" for closing  shall be 20
business days after notice of exercise at 10:00 a.m.,  and the place for payment
of the Put Price shall be the Company's offices,  at the address first set forth
above,  unless  another date is agreed upon by the Company and the  undersigned.
Payment  of the Put  Price  shall  be made by the  Company  by  delivery  to the
undersigned  of  a  certified  or  bank  check  payable  to  the  order  of  the
undersigned. On the Put Date, the undersigned shall deliver certificates for the
Shares  together  with  a  stock  power,   executed  in  blank,  with  signature
guaranteed.  If any certificates for the Shares shall have been lost,  stolen or
destroyed, the undersigned shall sign and deliver to the Company an affidavit of
loss attesting to such loss, theft or destruction,  and indemnifying the Company
for all loss or damages  incurred in connection  therewith.  All costs,  fees or
taxes attributable to such exercise shall be the responsibility of the Company.


        Section 2.  Representations  and Warranties of the Company.  The Company
represents and warrants to the undersigned as follows, and acknowledges that the
undersigned  is relying upon such  representations  and warranties in connection
with the execution, delivery and performance of this Agreement,  notwithstanding
any investigation made by the undersigned or on his behalf.

        2.1 Consents, Authorizations and Binding Effect.

                (a)  The  Company  is  a  corporation  duly  organized,  validly
existing and in good standing  under the laws of the state of its  incorporation
and is  qualified  to  transact  business  and is in good  standing as a foreign
corporation in the jurisdictions where it is required to qualify.

                (b) This  Agreement  has been duly executed and delivered by the
Company and constitutes the legal,  valid and binding obligation of the Company,
enforceable  in  accordance  with  its  terms.   The  execution,   delivery  and
performance of this Agreement does not and will not:

                (i)  conflict  with,  result  in the  breach  of,  constitute  a
        default,  with or without notice and/or lapse of time, under,  result in
        being declared void or voidable any provision of, or result in any right
        to  terminate  or cancel any  contract,  lease or agreement to which the
        Company or any of its properties is bound;


                (ii)  constitute a violation of any  statute,  judgment,  order,
        decree or  regulation  or rule of any court,  governmental  authority or
        arbitrator applicable or relating to the Company;

                (iii) result in the acceleration of any debt or other obligation
of the Company; or

                (iv)  conflict  with or violate any  provision of the  Company's
        certificate of incorporation or by-laws, in each case as amended through
        the date hereof.

        2.2  Judgments.  No  judgments  exist  against the Company or any of the
Company's assets.

        2.3 Litigation and Compliance.

                (a) There  are no  actions,  suits,  claims  or  proceedings  or
governmental or  administrative  investigations  pending or, to the knowledge of
the Company,  threatened,  nor, to the  knowledge  of the Company,  is there any
reasonable basis for any such action,  suit, claim or proceeding (i) by, against
or  otherwise  involving  any of the Company or any of the  Company's  officers,
directors, employees or agents or any asset or property of others leased or used
by the Company  pursuant to an  agreement  which,  if decided  adversely  to the
Company,  would have a  materially  adverse  effect on the  company's  financial
condition or (ii) which  questions or challenges  the validity of this Agreement
or any action taken or to be taken pursuant to this Agreement.

                (b) The Company is in  substantial  compliance  with,  is not in
default or  violation in any material  respect  under,  and has not been charged
with or received any notice at any time of any  violation by it of, any statute,
law,  ordinance,  regulation,  decree or order  applicable  to the  business  or
operations of the Company.

                (c) None of the Company nor the transactions  contemplated under
this  Agreement  is  subject  to any  judgment,  order or decree  entered in any
lawsuit or proceeding applicable to the business and operations of the Company.

                (d) The Company has duly filed all reports and returns  required
to  be  filed  by  it  with  governmental   authorities  and  has  obtained  all
governmental permits and licenses and other governmental consents.

        2.4  Securities.  The Shares,  when sold  pursuant to the terms  hereof,
        shall  constitute  duly  authorized,  validly  issued,  fully  paid  and
        nonassessable shares of the Company's common stock.

        Section  3.  Representations  and  Warranties  of the  Undersigned.  The
Undersigned  represents and warrants to the Company as follows, and acknowledges
that the  Company  is  relying  upon  such  representations  and  warranties  in
connection  with the  execution,  delivery and  performance  of this  Agreement,
notwithstanding any investigation made by the Company or on its behalf.


        3.1 Risk Factors.  The  undersigned  has reviewed and fully  understands
each  of the  RISK  FACTORS,  attached  hereto  as  EXHIBIT  A,  involved  in an
investment  in the  Company  and agrees  that the  undersigned's  execution  and
delivery of this  Subscription  Agreement shall constitute an  acknowledgment by
the undersigned that: (i) the undersigned has read and understands all such RISK
FACTORS;  (ii) if the  undersigned  has  received or  reviewed a business  plan,
offering  memorandum or projection of future performance of the Company,  he has
not relied upon such  documents as the basis of, or an  influencing  factor with
respect to, his decision to subscribe to invest in the Company;  and (iii) there
is no basis for  projecting  the  profits or losses  that might  result from the
Company's operations.

        3.2 Not Dependent  upon  Investment.  The  undersigned  (i) has adequate
means  of  providing   for  the   undersigned's   current   needs  and  possible
contingencies,  apart from any income  that the  undersigned  might earn from an
investment in the Company,  and the undersigned has no need for liquidity of the
undersigned's  investment  in the Company,  (ii) can bear the  economic  risk of
losing the undersigned's  entire investment therein,  and (iii) has, alone, such
knowledge and  experience  that the  undersigned  is capable of  evaluating  the
relative risks and merits of this investment.

        3.3  Subscriber's Status.
                3.3.1 The undersigned,  if an individual,  is more than 21 years
old. The  undersigned  has consulted with tax and legal counsel  selected by the
undersigned,  and has reviewed with such counsel the Company's  Annual Report on
Form 10-K for the year  ended12/31/99  and Quarterly Report on Form 10-Q for the
quarter ended 3/31/00 (the A34 Docs"), and this Subscription Agreement,  and the
merits of an  investment  in the Company.  The  undersigned,  together with such
persons,  has  sufficient  knowledge  and  experience  in business and financial
matters to evaluate  the merits and the risks of an  investment  in the Company,
and the undersigned,  fully aware of the risks involved,  has determined that an
investment  in the  Company  is  consistent  with the  undersigned's  investment
objectives.  The  undersigned  is relying  solely on the  undersigned's  own tax
advisors  with  respect to the tax  factors  relating  to an  investment  in the
Company.

                3.3.2 The  undersigned  is an Accredited  Investor as defined in
Rule 501 of the  Securities Act of 1933, as amended (the "Act") and satisfies at
least one of the following categories:

                (a) a corporation, partnership, trust or llc, not formed for the
                specific purpose of acquiring the securities offered, with total
                assets in excess of $5,000,000;

                (b) a director, or executive officer of the Company;

                (c) a natural person whose  individual  net worth,  or joint net
                worth  with that  person's  spouse  at the time of his  purchase
                exceeds $1,000,000;

                (d) a natural  person who had an individual  income in excess of
                $200,000  in each of the two most recent  years or joint  income
                with that person's spouse in excess of $300,000 in each of those
                years and has a  reasonable  expectation  of  reaching  the same
                income level in the current year; and

                (e) an entity in which all of the equity  owners are  accredited
investors.

                3.3.3 The subscriber,  if an entity, is duly organized,  validly
existing  and in good  standing  under  the  under  the laws of the state of its
organization.

                3.3.4 The  undersigned,  if signing on behalf of an entity,  has
been duly authorized to execute and deliver this  agreement,  and such agreement
has been duly  authorized by such entity's  governing body and  constitutes  the
legal, valid and binding obligation of such entity.

        3.4   Subscriber's   Address.   The  address  set  forth  below  is  the
undersigned's  true and correct  residence,  and the  undersigned has no present
intention of becoming a resident of any other state or jurisdiction.

        3.5  Familiarity  with  Company.   All  documents,   records  and  books
pertaining  to an investment in the Company  requested by the  undersigned  have
been made  available  or delivered  to, and have been  examined by, him, and the
undersigned  has had an opportunity to ask questions of and receive answers from
the  principals  of the  Company  concerning  the terms and  conditions  of this
investment;  provided, however, that the undersigned acknowledges that he is not
relying upon any  information,  representation,  warranty or promise that is not
contained herein.

        3.6 No Purchaser  Representative.  The  undersigned has not utilized the
services  of  a  "Purchaser  Representative"  (  as  defined  in  Regulation  D,
promulgated under the Act).

        3.7 No Public Sales Efforts. The Undersigned is not entering into this
Subscription  Agreement as a result of or subsequent to: (i) any  advertisement,
article, notice or other communication  published in any newspaper,  magazine or
other  publication  or broadcast over  television or radio;  (ii) any seminar or
meeting open to the public;  or (iii) any  solicitation  of a subscription  by a
person not previously  known to him in connection with investments in securities
generally.

        3.8 No Representations. The undersigned confirms that no representations
or  warranties  have been made to the  undersigned  by the Company or any of its
principals,  officers or voting  members or any agent,  employee or affiliate of
any of them, and that in entering into this  transaction  the undersigned is not
relying upon information, other than as expressly set forth in Section 1 herein,
the 34 Docs and the results of the undersigned's own independent  investigation.
The   undersigned   hereby  also   confirms  that  he  did  not  rely  upon  any
representation  or warranty  contained  in any  business  plan,  projection,  or
offering  documents  with  respect  to a  prior  distribution  of the  Company's
securities which may have been distributed by the Company or affiliates thereof,
and that in entering into this  transaction  the undersigned is not relying upon
information contained in any such documents.

        Section 4. Shares Not Registered.  The undersigned  understands that the
Shares are not  registered  under the Act,  and must be held by the  undersigned
indefinitely  unless  they  are  subsequently  registered  under  the  Act or an
exemption from such registration is available.  The undersigned understands that
the resale of such  Shares  will be  restricted  so that such resale may be made
only in  accordance  with the  appropriate  exemptions  (including  holding such
Shares for periods of time specified in Rule 144  promulgated  under the Act and
compliance with the other provisions  thereof,  if such exemption is available),
or  registration  under  the Act.  The  undersigned  is aware of the risks of an
investment  in  restricted  securities  and has no need for any income  from his
investment in the Shares and can afford to lose his entire investment.

        Section 5.  Restrictive Legend. The undersigned understands that all
certificates evidencing Shares will bear a legend substantially in the following
form:

        The securities  represented by this certificate have not been registered
        under  the  Securities  Act of 1933,  as  amended,  or under  any  state
        securities laws. These securities may not be sold, transferred,  pledged
        or  hypothecated in the absence of an effective  registration  statement
        for the  securities  under said Act or an  opinion of counsel  and other
        assurances  satisfactory  to the Company prior to the  transaction  that
        registration under said Act is not required.

        Section 6.  Restrictions on Transfer. The undersigned hereby agrees as
follows:

                (a) If the  undersigned,  or any subsequent  holder,  desires to
transfer  any of the  Shares,  such  transfer  may be made only  either (i) upon
publication by the Securities and Exchange  Commission (the  "Commission")  of a
ruling, interpretation, opinion or "no action letter" based upon facts presented
to said  Commission,  or (ii) upon  receipt  by the  Company  of an  opinion  of
counsel,  in either  case to the  effect  that the  proposed  transfer  will not
violate the  provisions  of the Act, the  Securities  Exchange  Act of 1934,  as
amended, or the rules and regulations promulgated under either such act.

                (b)  Prior to any such  proposed  transfer,  and as a  condition
thereto,  the undersigned,  or any subsequent holder,  will, if requested by the
Company,  deliver to the Company an investment  letter setting forth  investment
representations  of the  proposed  transferee  and  such  proposed  transferee's
covenant to comply with the  transfer  provisions  set forth in this  Section 4,
signed by the proposed transferee.

                (c) The Company may place a stop order with its  transfer  agent
and  registrar,  if any,  with respect to any of the Shares or any  certificates
into which such Shares are exchanged.

        Section  7.  Further  Actions.  Each  party  shall  execute  such  other
documents  and  instruments  as shall be  requested  by the other party in order
fully to accomplish the purposes of this Agreement.


        Section  8.  Entire  Agreement.   This  Agreement  contains  the  entire
agreement among the parties hereto with respect to the transactions contemplated
by this Agreement and supersedes all prior  arrangements or understandings  with
respect thereto.

        Section 9.  Construction.

                (a)  The   descriptive   headings  of  this  Agreement  are  for
convenience  only and shall not control or affect the meaning or construction of
any provision of this Agreement.

                (b) Any pronoun  herein  shall  include  all genders  and/or the
plural or singular as appropriate from the context.

        Section  10.  Assignability.  This  Agreement  shall  not be  assignable
otherwise than by operation of law by any party hereto without the prior written
consent of the other parties,  and any purported  assignment  without such prior
written consent shall be null and void,  except that the Company may assign this
Agreement in connection with a sale of all or substantially all of its assets.

        Section 11. Notices.  All notices or other  communications given or made
hereunder shall be deemed given if in writing and delivered personally or mailed
by registered  or certified  mail,  return  receipt  requested,  or by overnight
courier procuring a return receipt,  postage prepaid,  to the undersigned at the
address set forth below and to the Company at the address first set forth above.

        Section 12.  Counterparts.  This Agreement may be executed in multiple
counterparts all of which taken together shall constitute one and the same
instrument.

Dated: July 25, 2000


                                                          Very truly yours,




                                                          WARREN SCHAEFFER







                                                        ADDRESS FOR ALL NOTICES:





                                                          SSN or other  Taxpayer
I.D.


ACCEPTED:
PTI HOLDING INC.


By:
      Name:
      Title:


<PAGE>


EXHIBIT A
RISK
FACTORS


        An investment in the Common Stock offered hereby  involves a high degree
of risk.  Common Stock should not be purchased by a person who cannot afford the
loss of his or her entire  investment.  The following risks should be considered
carefully in evaluating  the Company and its business prior to purchasing any of
the Common Stock offered hereby.


        1. New  Acquisitions.  On August 5, 1997,  the Company  consummated  the
merger of Flents Products Co., Inc., a New York corporation  ("FPC"),  which was
principally  engaged in the business of the  manufacture of wax earplugs and the
marketing and sale of earplugs and other safety and medical supplies, such as an
eye drop delivery system,  styptic devices,  and air-filter masks, with and into
the Company's  wholly owned  subsidiary,  Flents  Products Co., Inc., a Delaware
corporation ("Flents").

         On April 14, 1999,  Flents  consummated an asset  acquisition of Karlen
Manufacturing,  Inc. ("Karlen").  The Company acquired  substantially all of the
net  operating  assets  of  Karlen.  The  Karlen  operation,  which  is based in
Michigan,  is in the business of  manufacturing,  marketing and selling personal
health and beauty care items,  including some products  similar to those sold by
Flents. The purchase price was $17,750,000, excluding acquisition costs.

       To  finance  the  Karlen  acquisition,  at  the  Closing,  the  Company's
subsidiaries borrowed approximately $16,000,000 for the acquisition, in addition
to such subsidiaries ordinary working capital financing.

       Interest expense,  net of interest income,  for the Company for the three
months ended March 31, 2000 was  $704,202,  compared to net interest  expense of
$264,572 for the three months ended March 31, 1999. The increase in net interest
expense from 1999 to 2000 was due  primarily to the financing  costs  associated
with the acquisition of Karlen. Net interest expense for Flents was $494,223 for
the three months ended March 31, 2000,  and $93,488 for the quarter  ended March
31, 1999.

       The Company had a net loss of ($206,628)  for the year ended December 31,
1999 compared to the  Company's net income for the year ended  December 31, 1998
of  $2,492,229.  The  reduction  in  earnings  from  1998  to 1999  resulted  in
significant part from and the financing costs associated with the acquisition of
Karlen.

       The Company had a net loss of ($553,943) for the three months ended March
31, 2000  compared to the  Company's net income for the three months ended March
31, 1999 of $485,063.  The reduction in earnings  resulted in  significant  part
from the financing costs associated with the acquisition of Karlen.

       If the  acquired  companies  do not perform as  expected,  the  Company's
operating  results  in the  short and long term  could be  materially  adversely
affected. Additionally, the Company is likely to experience undercapitalization,
cash  shortages,  set backs in product  development  and other  risks  common to
expanding businesses.

       2.  Recent  Losses.  The  Company  operated at a loss for the fiscal year
ended  December 1999 and the most recent  quarter ended March 31, 2000 (See Risk
Factor #1 "New  Acquisitions"  above). The Company believes that such losses are
attributable to the cost of the acquisitions, increased finance charges relating
to the  acquisitions,  reduced  margins on goods sold and the increased  cost of
human resources.  If the Company does not improve its operating results, then it
will need  additional  financing to fund its losses.  In such case, no assurance
can be given that such  financing  will be available or, if  available,  that it
will be on terms favorable to the Company.

       3.  Competition.  The safety sport  helmet  industry is dominated by Bell
Sports Corporation  ("Bell"),which the Company estimates has approximately a 65%
market share in the United States. In addition to Bell, significant  competitors
include Troxol, Specialized and Trek as well as other small manufacturers.

       Bell and other competitors have significantly greater financial and other
resources than the Company.  However, the Company's ability to compete with Bell
is  highlighted  by its success at Toys R Us and Target,  where it has  replaced
Bell as the  largest  vendor.  The  Company  believes  it has  become the second
largest manufacturer of bicycle helmets and accessories selling through the mass
merchant channel.  However,  with greater resources,  the Company's  competitors
could expand  production,  reduce  margins or undertake  aggressive  advertising
campaigns.  Any of these actions by a competitor could have an adverse affect on
the Company's business.

       4. Dependence upon Major  Customers.  A large portion of the helmet sales
in the United States are due to the mandatory  helmet  legislation that has been
adopted in many states. Mass merchants have accounted for a large portion of the
purchases  motivated by such legislation  because of their low retail prices for
bicycle helmets. The Company's helmets are sold chain-wide in Toys R Us, Target,
Sam's Clubs,  Sports  Authority and other regional mass merchants.  During 1999,
the Company's sales to its single largest customer constituted approximately 42%
of its gross  revenues,  compared  to 58% in 1998.  Sales to its second  largest
customer  accounted for 25% of gross revenues in 1999,  compared to 28% in 1998.
The loss of either of these  customers  would have a material  adverse effect on
the Company's business.

       Additionally,  some mass merchants at times condition future purchases on
the Company's  acceptance of returns of unsold goods. Such returns can be resold
by the Company only at sharp discounts.  The  unpredictability  of the volume of
returns and the amount of  discounts  required to resell such goods could have a
serious adverse effect on the profitability of the Company.


                  5.  Need for  Additional  Financing.  On April 14,  1999,  the
Company negotiated new financing  agreements with a bank. Under the terms of the
new financing  agreement,  the bank has issued separate financing agreements for
each  of  the  Company's   operating   subsidiaries,   Protective   Technologies
International  Inc. (A PTI") and Flents.  Each  company now has a line of credit
collateralized by such company's  inventory,  receivables and other assets,  and
guaranteed by the Company as well as a separate term loan.

       The line of credit  agreements  require  the  Company and each of PTI and
Flents to comply with certain affirmative  covenants,  including the maintenance
of maximum  leverage  ratios,  minimum fixed charge ratios and minimum net worth
amounts,  all as defined  in the  agreements.  PTI failed to meet the  leverage,
fixed charge and net worth covenants for PTI for 1999, and the bank waived them.
PTI is unlikely to meet the affirmative  covenants in 2000, and, unless the bank
waives  such  covenants,  PTI will be in  default.  The  Company  needs to raise
additional  equity  funds to avoid  default  under  the  credit  agreements.  No
assurance can be given that such financing will be available to the Company, or,
if it is  available,  that it will be on  terms  favorable  to the  Company.  If
additional  funds are  unavailable,  the Company will default  under such credit
agreements,  and no assurance  can be given that the bank will continue to waive
such  defaults.  A default by PTI could induce the bank to accelerate  the loan,
requiring PTI to seek alternate  financing.  No assurance can be given that such
financing will be available to the PTI, or, if it is available,  that it will be
on terms favorable to PTI.

         In addition,  certain negative  covenants (which are all defined in the
agreement)  call for the Company to obtain the bank's  consent prior to business
acquisitions, debt guarantees, sales or transfers of accounts receivable, loans,
total annual capital  expenditures  in excess of $300,000  (which was waived for
1999),  dividend  declarations or payments,  distributions of assets,  incurring
certain debt, and liens against assets. These covenants could hamper the Company
in making future acquisitions, which could negatively affect future earnings.

         6.  Dependence  Upon Key Personnel  and  Executive  Pay. The Company is
dependent upon the services of Meredith Birrittella, its Chief Executive Officer
and Chairman,  and Warren  Schaeffer,  Secretary of the Company and President of
PTI. The loss or  interruption  of the  services of either of these  individuals
would have a material adverse effect on the Company.

         7. Trademarks.  The Company markets its bicycle  helmets,  bicycles and
bicycle products under the brand names Protective TechnologiesTM PTITM Hydrogen7
and Aerial  Assault7.  The Company markets its ear care products under the brand
names Comfees7 and Quiet Please!7. The Company believes that such trademarks are
helpful to the Company's  ability to market its  products.  To the extent it has
not  already  done so,  the  Company  plans to apply  for  registration  of such
trademarks.  No  assurance  can be  given  that  the  Company  will  be  able to
successfully  defend its trademarks if forced to litigate their  enforceability.
If the  Company  were to lose the use of such  trademarks,  its  sales  could be
adversely affected.

        In addition, the Company has licenses to market different helmet models
under the trademarks Spice Girls Playskool,  Tonka,  Barbie,  Lisa Frank,  Hello
Kitty,  Power Rangers,  and Furby, The Company believes that such trademarks are
helpful to the Company's ability to market its products. However, sales of these
products may be affected by the popularity attached to the underlying trademark,
and many of these  trademarks  may  sharply  decline in  popularity  if consumer
trends change.  Moreover, each of these licenses can be terminated or may expire
in the near future.  If the Company were to lose the use of such  licenses,  its
sales could be adversely affected.

         The Company has entered into a 10-year  licensing  agreement  with Greg
LeMond for which the Company will  manufacture and market  high-end  helmets and
bicycle  accessories.  The  Company  has  guaranteed  that it will make  minimum
royalty  payments of $500,000 per year under such  license.  This program is the
Company's  first attempt at marketing  high-end  products.  The  acceptance  and
success of this product  line can not be  reasonably  forecast.  If such line is
unsuccessful, it could negatively affect future earnings.

         8.  Reliance  on Foreign  Manufacturers.  The  Company  sources out the
manufacturing  of all bicycle  accessory  products to certain  manufacturers,  a
number of which are foreign  corporations.  Access to the foreign  manufacturers
could be adversely affected by economic or political instability in such foreign
countries  and by currency  fluctuations;  however,  the Company  believes  that
adequate alternate sources of supply exist. The Company has not entered into any
written agreement with any manufacturer,  foreign or domestic. In the event of a
loss of a supplier,  the Company's operations could be seriously disrupted until
other manufacturers are found.

         9. Control by Current Management. The current management of the Company
currently owns, including various vested and unvested options to purchase Common
Stock of the Company,  approximately  23.9% of the outstanding  shares of Common
Stock of the  Company.  The  balance  of shares are  widely  held.  Accordingly,
management  controls  the  Company  and has the power to elect a majority of the
directors,  appoint corporate officers and approve certain actions requiring the
approval of a majority of the Company's stockholders. This control could pose an
obstacle  to a  purchase  of the  Company  that  might  be  desirable  to  other
stockholders.

         10.  No  Dividends.   The  Company  has  not  paid   dividends  to  its
shareholders  since  its  inception  and does not plan to pay  dividends  in the
foreseeable  future.  The Company  currently  intends to retain any  earnings to
finance the growth of the Company.

         11.  Certain   Anti-Takeover   Provisions;   Preferred  Stock.  Certain
provisions of the Certificate of Incorporation of the Company could make it more
difficult  for a third  party to acquire  control of the  Company,  even if such
change in control  would be  beneficial  to  stockholders.  The  Certificate  of
Incorporation  allows the Company to issue preferred  stock without  stockholder
approval.  Such  issuances  could make it more  difficult  for a third  party to
acquire the  Company.  The  Certificate  of  Incorporation  also  provides for a
classified  board of directors,  which would  prevent a third party  acquiring a
majority of the Common Stock from immediately electing a new board of directors.
These  provisions may be used to entrench  current  management at the expense of
acquisition offers that might be beneficial to other shareholders.

         12.  Limitation on Directors'  Liabilities under Delaware Law. Pursuant
to the Company's  Certificate of Incorporation and under Delaware law, directors
of the Company are not liable to the Company or its  shareholders  for  monetary
damages for breach of fiduciary duty,  except for liability in connection with a
breach of duty of  loyalty,  for acts or  omissions  not in good  faith or which
involve  intentional  misconduct  or a knowing  violation  of law,  for dividend
payments or stock repurchases  illegal under Delaware law or for any transaction
in which a director has derived an improper personal benefit.

         13.  Rules  Limiting  Broker-Dealer  Sales  of  Company  Shares.  It is
possible  that the  Company's  Common Stock will be covered by a Securities  and
Exchange Commission rule that imposes additional sales practice  requirements on
broker-dealers  who sell such  securities  to  persons  other  than  established
customers and accredited investors (generally institutions with assets in excess
of  $5,000,000 or  individuals  with net worth in excess of $1,000,000 or annual
income  exceeding  $200,000,   or  $300,000  jointly  with  their  spouse).  For
transactions  covered  by the  rule,  the  broker-dealer  must  make  a  special
suitability  determination for the purchaser and receive the purchaser's written
agreement  to the  transaction  prior to the sale.  This rule  could  affect the
Company's  ability to sell its  securities and  discourage  broker-dealers  from
dealing in the Company's stock.

         14.  Management  Discretion  in Use of  Proceeds.  The  proceeds of the
Offering  will be  allocated  predominately  for  marketing  and sales,  and for
general and  administrative  and working capital purposes.  However,  management
will have broad discretion over the application and allocation of the use of the
net proceeds.