Exhibit
            10.1

            

            IPTIMIZE,
            INC.

            

            Private
            Placement of Common Stock

            

            (2003
            Offering)

            

            SUBSCRIPTION
            AGREEMENT AND

            CONFIDENTIAL INVESTOR QUESTIONNAIRE

            

            
                    THIS
            SUBSCRIPTION AGREEMENT is entered into as of this _____ day of
            _____________________, between IPtimize, Inc., a Colorado corporation
            with its principal offices at 4949 S. Syracuse St., Suite 450, Denver, Colorado 80237;
            phone: 303-268-3600 (the “Company”), and the undersigned (the
            “Subscriber”).

            

            
                    WHEREAS,
            the Company seeks an investment of up to $500,000 in exchange for up to 3,000,000
            shares (“ownership interests” or the “Shares”) of the
            Company’s Common Stock (collectively the “Offering”) on the terms and
            conditions hereinafter set forth. Such Offering is comprised of two parts: (i) up to
            $100,000 in Convertible Bridge Notes, convertible into up to 500,000 Common Stock
            Shares and an additional up to 500,000 Warrants at $0.01; and (ii) the Common Stock
            Offering of up to $400,000, offering up to 2,000,000 at $0.20 per Share.

            

            
                    WHEREAS,
            the Subscriber desires to participate in the Offering, on the terms set forth
            herein;

            

            
                    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 SHARES AND REPRESENTATIONS BY AND COVENANTS OF
                    SUBSCRIBER 


            

            

            
                    1.1
                    Subject to the terms and conditions hereof,
            the Subscriber hereby subscribes for and agrees to purchase from the Company
            _____________ Shares as defined above at $0.20 per Share for a total purchase
            price of $______________ (the “Purchase Price”) payable in currency of the
            United States payable to IPtimize, Inc. or by wire transfer of funds.

            

                
                1.2        The Subscriber
            recognizes that the purchase of Shares involves a high degree of risk in that (i) the
            Company is in the development stage, has not completed development of all of its
            proposed service products and may require further investment funds in addition to the
            proceeds of this private placement; (ii) 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 Shares; (iii) investors may not be
            able to liquidate their investment; (iv) transferability of the Shares is extremely
            limited; and (v) in the event of a disposition of Shares, an investor could sustain the
            loss of his entire investment, as well as other risk factors.

            

            1

            
            


            
            

            

                
                1.3        The Subscriber
            represents that he or she is an “accredited investor” as such term is
            defined in Rule 501 of Regulation D promulgated under the United States Securities Act
            of 1933, as amended (the “Act”), as indicated by the Subscriber’s
            responses to the Confidential Investor Questionnaire contained in Article VI hereof,
            and that the Subscriber is able to bear the economic risk of an investment in the
            Shares.

            

                
                1.4        The Subscriber
            acknowledges that Subscriber either: (i) has a preexisting personal or business
            relationship with the Company or with one or more of its officers, directors or
            controlling persons; or (ii) by reason of the Subscriber’s business or financial
            experience, including investment in non-listed and non-registered securities, or the
            business or financial experience of the Subscriber’s professional advisors who
            are unaffiliated with and who are not compensated by the Company or any affiliate or
            selling agent of the Company, directly or indirectly — could reasonably be
            assumed to have the capacity to protect the Subscriber’s own interests in
            connection with an investment in the Shares. The Subscriber further acknowledges that
            he or she has the capacity to evaluate the merits and risks of such an investment and
            that the Subscriber recognizes the highly speculative nature of this
            investment.

            

                
                1.5        The Subscriber
            acknowledges receipt and careful review of the documents provided herewith (the
            “Offering Documents” attached as Exhibit A) and hereby represents that the
            Subscriber has been furnished by the Company during the course of this transaction with
            all information regarding the Company which the Subscriber had requested or desired to
            know; that all documents which could be reasonably provided, including the
            Company’s internal business plans, operating projections, have been made
            available for the Subscriber’s inspection and review; that such information and
            documents have, in Subscriber’s opinion, afforded the Subscriber generally with
            the same substantive information that would be provided to the Subscriber in a
            registration statement filed under the Act; that the Subscriber has been afforded the
            opportunity to ask questions of and receive answers from duly authorized officers or
            other representatives of the Company concerning the terms and conditions of the
            Offering and the Offering Documents; and that Subscriber has been provided any
            additional information which the Subscriber had requested.

            

                
                1.6        The Subscriber
            acknowledges that this Offering may involve tax consequences, and that the contents of
            the Offering Documents do not contain tax advice or information. The Subscriber
            acknowledges that the Subscriber must retain the Subscriber’s own professional
            advisors to evaluate the tax and other consequences of an investment in the
            Shares.

            

                
                1.7        The Subscriber
            acknowledges that this Offering has not been reviewed by the United States Securities
            and Exchange Commission (“SEC”). The Subscriber represents that the Shares
            being purchased by the Subscriber are being purchased for the Subscriber’s own
            account, for investment and not for distribution or resale to others. The Subscriber
            agrees that the Subscriber will not sell or otherwise transfer the Shares unless they
            are registered under the Act or unless an exemption from such registration is
            available.

            

                
                1.8        The Subscriber
            understands that the Shares have not been registered under the Act by reason of a
            claimed exemption under the provisions of the Act which depends, in part, upon the
            Subscriber’s investment intention. In that connection, the Subscriber understands
            that it is the position of the SEC that the statutory basis for such exemption would
            not be present if the Subscriber’s representation merely meant that the
            Subscriber’s present intention was to hold such securities for a short period,
            such as the capital gains period of tax statutes, for a deferred sale, for a market
            rise, assuming that a market develops, or for any other similarly fixed period. The
            Subscriber realizes that, in the view of the SEC, a purchase now with an intent to
            resell would represent a purchase with an intent inconsistent with the
            Subscriber’s representation to the Company, and the SEC might regard such a sale
            or disposition as a sale to which such exemptions are not available.

            

            2

            
            


            
            

            

                1.9
                   The Subscriber understands that there is no
            public market for the Shares or the underlying Common Stock into which Shares are
            convertible. The Subscriber understands that even if a public market develops for the
            Common Stock issuable upon conversion of the Shares, Rule 144 (the
            “Rule”) promulgated under the Act requires, among other conditions, a
            one-year holding period prior to the resale (in limited amounts) of securities acquired
            in a non-public offering without having to satisfy the registration requirements under
            the Act. The Subscriber understands that the Company makes no representation or
            warranty regarding its fulfillment in the future of any reporting requirements under
            the Securities Exchange Act of 1934, as amended, or its dissemination to the public of
            any current financial or other information concerning the Company, as is required by
            the Rule as one of the conditions of its availability. The Subscriber understands and
            hereby acknowledges that the Company is under no obligation to register the Shares or
            the Common Stock issuable upon conversion of the Shares under the Act, with the
            exception of certain limited registration rights set forth in Article IV hereof. The
            Subscriber consents that the Company, if it desires, may permit the transfer of the
            Shares 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 Act or
            any applicable state “blue sky” laws (collectively “Securities
            Laws”) and subject to the provisions of Section 1.10 hereof. The Subscriber
            agrees to hold the Company and its directors, officers and controlling persons and
            their respective heirs, representatives, successors and assigns harmless and to
            indemnify them against all liabilities, costs and expenses incurred by them as a result
            of any misrepresentation made by the Subscriber contained herein or in the Confidential
            Investor Questionnaire contained in Article VI hereof or any sale or distribution
            by the undersigned Subscriber in violation of any Securities Laws.

            

            
                    1.10
            The Subscriber consents to the placement of a legend on any certificate or other
            document evidencing the Shares stating that they have not been registered under the Act
            and setting forth or referring to the restrictions on transferability and sale
            thereof.

            

            
                    1.11
            The Subscriber understands that the Company will review this Subscription Agreement and
            the Confidential Investor Questionnaire contained herein and hereby is given authority
            by the undersigned, if an individual, to call his or her bank or place of employment or
            otherwise review the financial standing of the Subscriber insofar as is relevant to the
            Subscriber’s representations herein; and it is further agreed that the Company
            reserves the unrestricted right to reject or limit any subscription and to close any
            offer of Shares at any time. The Subscriber further understands that the Company
            reserves the right to oversubscribe the Offering at its sole discretion.

            

            3

            
            


            
            

            

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

            

                
                1.13        The
            Subscriber hereby represents and warrants that, except as set forth in the Offering
            Documents, no representations or warranties have been made to the Subscriber by the
            Company or any agent, employee, representative or affiliate of the Company and that, in
            entering into this transaction and subscribing for Shares, the Subscriber is not
            relying on any information, other than that contained in the Offering Documents and the
            results of Subscriber’s independent investigation.

            

                
                1.14        The Subscriber
            acknowledges that at such time, if ever, as the Shares are registered, sales of such
            securities will be subject to Securities Laws, which may require, among other
            requirements, any securities to be sold through a registered broker-dealer or in
            reliance upon an exemption from registration. In the event such Common Stock is
            registered in the event of an initial public offering, the Subscriber will be granted
            “piggy back” registration rights, subject to the approval of the
            Underwriter.

            

                
                1.15        The
            Subscriber acknowledges that the Company, at its discretion, may elect to engage the
            services of one or more broker/dealers registered with the National Association of
            Securities Dealers (“NASD”) and may pay such broker/dealers up to ten
            percent (10%) of the gross proceeds of the Offering in commissions.

            

            
                    1.16 The
            Subscriber acknowledges that the officers and directors of the Company may participate
            in this Offering and may purchase some or all of the Minimum or Maximum
            Offering.

            

            	
                      	II.
                    	TERMS OF
                    SUBSCRIPTION 


            

            

                
                2.1        The
            Subscriber hereby authorizes and directs the Company to deliver the securities to be
            issued to such Subscriber pursuant to this Subscription Agreement to the residential or
            business address indicated in the Confidential Investor Questionnaire included
            herein.

            

                
                2.2               The
            Subscriber hereby authorizes and directs the Company to return any funds for unaccepted
            subscriptions to the same account from which the funds were drawn, including any
            customer account maintained with the Placement Agent.

            

                
                2.3        If the
            Subscriber is not a United States person, such Subscriber hereby represents that he,
            she or it has satisfied itself as to the full observance of the laws of its
            jurisdiction in connection with any invitation to subscribe for the Shares or any use
            of this Agreement, including (i) the legal requirements within its jurisdiction for the
            purchase of the Shares, (ii) any foreign exchange restrictions applicable to such
            purchase, (iii) any governmental or other consents that may need to be obtained, and
            (iv) the income tax and other tax consequences, if any, that may be relevant to the
            purchase, holding, redemption, sale or transfer of the Shares. The Subscriber
            represents and warrants that the Subscriber’s subscription and payment for, and
            the Subscriber’s continued beneficial ownership of the Shares, will not violate
            any applicable securities or other laws of the Subscriber’s
            jurisdiction.

            

            4

            
            


            
            

            

            	
                      	III.
                    	
                           
                    MISCELLANEOUS 


            

            

                
                3.1        Any notice
            or other communication given hereunder shall be deemed sufficient if in writing and
            sent by registered or certified mail, return receipt requested. Notices sent to the
            Company shall be addressed to the Company’s office at 4949 S. Syracuse St.,
            Suite 450, Denver, Colorado 80237, or fax at (303) 268-3639. Notices sent to
            the Subscriber shall be addressed to the Subscriber’s address indicated on the
            last page of this Subscription Agreement. Notices shall be deemed to have been given on
            the date of mailing, except notices of change of address, which shall be deemed to have
            been given when received.

            

                
                3.2        This
            Subscription Agreement shall not be changed, modified or amended except by a writing
            signed by the parties to be charged, and this Subscription Agreement may not be
            discharged except by performance in accordance with its terms or by a writing signed by
            the party to be charged.

            

                
                3.3        This
            Subscription Agreement shall be binding upon and inure to the benefit of the parties
            hereto and to their respective heirs, legal representatives, successors and assigns.
            This Subscription Agreement sets forth the entire agreement and understanding between
            the parties as to the subject matter hereof and merges and supersedes all prior
            discussions, agreements and understandings of any and every nature among
            them.

            

                
                3.4        Notwithstanding
            the place where this Subscription Agreement may be executed by any of the parties
            hereto, the parties expressly agree that all the terms and provisions hereof shall be
            construed in accordance with and governed by the laws of the State of
            Colorado.

            

                
                3.5        Each of the
            Company and the Subscriber agree that any action or proceeding based hereon, or arising
            out of the Memorandum hereunder, shall be brought and maintained exclusively in the
            courts of the State of Colorado located in the County of Arapahoe or in the United
            States District Court for the District of Colorado. The Company and the Subscriber each
            hereby irrevocably submit to the jurisdiction of the courts of the State of Colorado
            located in the County of Arapahoe and of the United States District Court for the
            District of Colorado for the purpose of any such action or proceeding as set forth
            above and irrevocably agree to be bound by any judgment rendered thereby in connection
            with such action or proceeding. Each of the Company and the Subscriber hereby
            irrevocably waive, to the fullest extent permitted by law, any objection which either
            may have, or at any time hereafter may have, to the laying of venue of any such action
            or proceeding brought in any such court referred to above and any claim that any such
            action or proceeding has been brought in an inconvenient forum.

            

            5

            
            


            
            

            

                
                3.6        This
            Subscription Agreement may be executed in counterparts and may be executed by
            facsimile. Upon the execution and delivery of this Subscription Agreement by the
            Subscriber, this Subscription Agreement shall become a binding obligation of the
            Subscriber with respect to the purchase of Shares as herein provided; subject, however,
            to the right hereby reserved to the Company to enter into the same agreements with
            other subscribers and to add and/or to delete other persons as subscribers.

            

                
                3.7        The holding
            of any provision of this Subscription Agreement to be invalid or unenforceable by a
            court of competent jurisdiction shall not affect any other provision of this
            Subscription Agreement, which shall remain in full force and effect.

            

                
                3.8        It is agreed
            that a waiver by either party of a breach of any provision of this Subscription
            Agreement shall not operate, or be construed, as a waiver of any subsequent breach by
            that same party.

            

                
                3.9        The parties
            to this Subscription Agreement agree to execute and deliver all such further documents,
            agreements and instruments and take such other and further action as may be necessary
            or appropriate to carry out more fully the purposes and intent of this Subscription
            Agreement.

            

                
                3.10        The Company
            agrees not to disclose the names, addresses or any other information about the
            Subscriber, except as required by law, provided that the Company may use information
            relating to the Subscriber in any registration statement under the Act.

            

            (REMAINDER OF
            THIS PAGE INTENTIONALLY LEFT BLANK)

            

            

            

            

            

            

            6

            
            


            
            

            

            	
                      	IV.
                    	
                           
                    CONFIDENTIAL INVESTOR QUESTIONNAIRE 


            

            

                
                4.1        Subscriber
            Categories. The Subscriber represents and warrants that he, she or it comes within
            one category marked below, and that for any category marked, he, she or it has
            truthfully set forth, where applicable, the factual basis or reason the Subscriber
            comes within that category. ALL INFORMATION IN RESPONSE TO THIS SECTION WILL BE KEPT
            STRICTLY CONFIDENTIAL. The undersigned agrees to furnish any additional information
            which the Company deems necessary in order to verify the answers set forth
            below.

            

            	Category A
                    _____	The
                    undersigned is an individual (not a partnership, corporation, etc.) whose
                    individual net worth, or joint net worth with his or her spouse, presently
                    exceeds $1,000,000. 


            

            

            	
                      	
                    Explanation:
                    	In
                    calculating net worth you may include equity in personal property and real
                    estate, including your principal residence, cash, short-term investments, stock
                    and securities. Equity in personal property and real estate should be based on
                    the fair market value of such property less debt secured by such
                    property. 


            

            

            	Category B
                    _____	The
                    undersigned is an individual (not a partnership, corporation, etc.) who had an
                    income in excess of $200,000 in each of the two most recent years, or joint
                    income with his or her spouse in excess of $300,000 in each of those years (in
                    each case including foreign income, tax exempt income and full amount of
                    capital gains and losses but excluding any income of other family members and
                    any unrealized capital appreciation) and has a reasonable expectation of
                    reaching the same income level in the current year. 


            

            

            	Category C
                    _____	The
                    undersigned is a director or executive officer of the Company which is issuing
                    and selling the Shares. 


            

            

            	Category D
                    _____	The
                    undersigned is a bank; a savings and loan association; insurance company;
                    registered investment company; registered business development company;
                    licensed small business investment company (“SBIC”); or employee
                    benefit plan within the meaning of Title I of ERISA and (a) the investment
                    decision is made by a plan fiduciary which is either a bank, savings and loan
                    association, insurance company or registered investment advisor, or (b) the
                    plan has total assets in  excess of $5,000,000 or is a self
                    directed plan with investment decisions made solely by persons that are
                    accredited investors. 


            

            	 	
                    _____________________________________________


                    _____________________________________________

                           (describe entity) 


            

            

            7

            
            


            
            

            

            	Category E
                    _____ 	The
                    undersigned is a private business development company as defined in section
                    202(a)(22) of the Investment Advisors Act of 1940. 


            

            	 	
                    _____________________________________________


                    _____________________________________________

                           (describe entity) 


            

            

            	Category F
                    _____	The
                    undersigned is either a corporation, partnership, Massachusetts business trust,
                    or non-profit organization within the meaning of Section 501(c)(3) of the
                    Internal Revenue Code, in each case not formed for the specific purpose of
                    acquiring the Shares and with total assets in excess of $5,000,000.
                    


            

            	 	
                    _____________________________________________


                    _____________________________________________

                           (describe entity) 


            

            

            	Category G
                    _____	The
                    undersigned is a trust with total assets in excess of $5,000,000, not formed
                    for the specific purpose of acquiring the Shares, where the purchase is
                    directed by a “sophisticated person” as defined in Regulation
                    506(b)(2)(ii). 


            

            

            	Category H
                    _____	The
                    undersigned is an entity (other than a trust) all the equity owners of which
                    are “accredited investors” within one or more of the above
                    categories. If relying upon this Category alone, each equity owner must
                    complete a separate copy of this Agreement. 


            

            

            	 	
                    _____________________________________________


                    _____________________________________________

                           (describe entity) 


            

            

            	Category I
                    _____	The
                    undersigned is not within any of the categories above and is therefore not an
                    accredited investor. 


            

            

            The undersigned covenants and
            agrees that the undersigned will notify the Company at any time on or prior to the
            Company’s acceptance of this subscription in the event that the representations
            and warranties in this Agreement shall cease to be true, accurate and
            complete.

            

            	
                      	4.2
                    	
                    Suitability. (Please
                    answer each question) 


            

            

            	
                      	(a)
                    	For an
                    individual Subscriber, please describe your current employment,
                    including the company by which you are employed and its principal
                    business: 


            

            

            	 	
                    _____________________________________________


                    _____________________________________________

                    _____________________________________________

                    


            

            

            8

            
            


            
            

            

            	
                      	(b)
                    	For an
                    individual Subscriber, please describe any college or graduate degrees
                    held by you: 


            

            

            	 	
                    _____________________________________________


                    _____________________________________________

                    _____________________________________________

                    


            

            

            	
                      	(c)
                    	For
                    all Subscribers, please check types of prior investments: 


            


            	
                    	
                    	
                    	
                    
	
                    	U.S.
                    Government ____

                    Securities

                    Publicly Traded ____

                    Corporate

                    Real Estate ____

                    Investments 	
                    	Private
                    Placements ____

                    

                    Mutual ____

                    Funds

                    Other (describe) ____ 


            

            

            	
                      	(d)
                    	For
                    all Subscribers, please state whether you have participated in other
                    private placements before: 


            

            

            	 	
                          
                          
                          YES_____    
                    NO_____ 


            

            

            	
                      	(e)
                    	For
                    all Subscribers, please indicate frequency of such prior participation
                    in private placements: 


            


            	
                    	
                    	
                    	
                    	
                    
	
                    	
                                


                     Frequently

                    Occasionally

                    Never 	
                    Public Companies

                    _____

                    _____

                    _____ 	
                    Private
                    Companies

                    _____

                    _____

                    _____ 	
                    Companies

                    _____

                    _____

                    _____ 


            

            

            	
                      	4.3
                    	Manner
                    In Which Title to be Held. (Circle one) 


            

            

            	
                      	(a)
                    	Individual
                    Ownership 


            

            	
                      	(b)
                    	Community
                    Property 


            

            	
                      	(c)
                    	Joint
                    Tenant with Right of Survivorship (both parties must sign) 


            

            	
                      	(d)
                    	
                    Partnership* 


            

            	
                      	(e)
                    	Tenants in
                    Common 


            

            	
                      	(f)
                    	
                    Company* 


            

            	
                      	(g)
                    	
                    Trust* 


            

            	
                      	(h)
                    	
                    Other 


            

            

            * If Shares are being
            subscribed for by an entity, the attached Certificate of Signatory must also be
            completed.

            

            	
                      	4.4
                    	NASD
                    Affiliation: 


            

            

            	 	Are you
                    associated with an NASD member firm? (Please check one) 


            

            

            YES_____
               NO_____

            

            9

            
            


            
            

            

            	 	If Yes,
                    please describe: 


            

            

            	
                      	(1)
                    	The NASD
                    defines a “person associated with a member” or “associated
                    person of a member” as being every sole proprietor, general or limited
                    partner, officer, director or branch manager of any member, or any natural
                    person occupying a similar status or performing similar functions, or any
                    natural person engaged in the investment banking or securities business who is
                    directly or indirectly controlling or controlled by such member (for example,
                    any employee), whether or not any such person is registered or exempt from
                    registration with the NASD. Thus, “person associated with a member”
                    or “associated person of a member” includes a sole proprietor,
                    general or limited partner, officer, director or branch manager of an
                    organization of any kind (whether a corporation, partnership or other business
                    entity) which itself is either a “member” or a “Person
                    associated with a member” or “associated person of a member.”
                    In addition, an organization of any kind is a “person associated with a
                    member” or “associated person of a member” if its sole
                    proprietor or any one of its general or limited partners, officers, directors
                    or branch managers is a “member,” “person associated with a
                    member” or “associated person of a member.” 


            

            

            	
                      	(2)
                    	The NASD
                    defines a “member” as being any individual, partnership,
                    corporation or other legal entity that is a broker or dealer admitted to
                    membership in the NASD. 


            

            

            * If Subscriber is a
            Registered Representative with an NASD member firm, have the following acknowledgment
            signed by the appropriate party:

            

            The undersigned NASD member firm
            acknowledges receipt of the notice required by Rule 3050 of the NASD Conduct Rules or
            any successor rules or regulations.

            

            	 	
                    _______________________________________________


                    Name of NASD Member Firm

                    

                    By:   __________________________________

                              Authorized Officer

                    

                    Date:   _____________________ 


            

            

                
                4.5        Reliance.
            The undersigned is informed of the significance to the Company of the foregoing
            representations and answers contained in the Confidential Investor Questionnaire
            contained in this Article V and such answers have been provided under the assumption
            that the Company will rely on them.

            

            

            10

            
            


            
            

            

            IPTIMIZE,
            INC.

            

            Private
            Placement of Common Stock Shares

            

            (2003
            Offering)

            

            INVESTOR
            INFORMATION PAGE

            

            NUMBER OF SHARES
            ________________ x $0.20 = $________________


            	
                    	
                    
	
                    ______________________________________


                    Name (both if purchasing jointly)

                                                          


                     ______________________________________

                    Home Address

                                                          


                     ______________________________________

                    Home City, State and Zip Code

                                                          


                     ______________________________________

                    Home Telephone

                                                          


                     ______________________________________

                    Home Telephone-Other

                                                          


                     ______________________________________

                    Home Facsimile

                                                          


                     ______________________________________

                    Home E-Mail

                                                          


                     ______________________________________

                    Tax ID# or Social Security #

                                                          


                     ______________________________________

                    Other 	
                    ____________________________________


                    Business or Entity Name

                     

                     ____________________________________

                    Business Address

                     

                     ____________________________________

                    Business City, State and Zip Code

                     

                     ____________________________________

                    Business Telephone

                     

                     ____________________________________

                    Business Telephone-Other

                     

                     ____________________________________

                    Business Facsimile

                     

                     ____________________________________

                    Business E-Mail

                     

                     ____________________________________

                    Employer ID# or License #

                     

                     ____________________________________

                    Other 


            

            

            Name in which securities should
            be issued: ____________________________________

            
            


            
            

            

            IPTIMIZE, INC.
            SUBSCRIPTION AGREEMENT

            

            Private
            Placement of Common Stock Shares

            

            (2003
            Offering)

            

            INVESTOR
            SIGNATURE PAGE

            

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

            

            NUMBER OF SHARES
            _________________ x $0.20 = $________________


            	
                    	
                    
	
                    _________________________


                    Signature

                                              


                                               


                     _________________________

                    Name Typed or Printed 	
                    __________________________________


                    Signature (if purchasing jointly)

                                                      


                                                       


                     __________________________________

                    Name Typed or Printed 


            

            

            Name in which securities should
            be issued: ____________________________________

            

            This Subscription Agreement is
            agreed to and accepted as of ________________________

            

            IPTIMIZE, INC.


            	
                    	
                    
	
                    _________________________


                    John R. Evans

                    Chairman and Chief Executive

                    Officer 	
                    __________________________________


                    Jeffrey A. Veres

                    President and Chief Operating

                    Officer 


            

            12