Exhibit
            10.2

            

            Name: ________________

            Offeree No. _________

            

            
            

            

            SUBSCRIPTION
            AGREEMENT

            FOR SUBSCRIBERS

            OF UNITS

            OF

            

            

            

            

            

            

            

            IPTIMIZE,
            INC.

            

            

            

            

            

            

            

            November
            2005

            

            NEITHER THE SECURITIES AND
            EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THE
            SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS SUBSCRIPTION PACKAGE. ANY
            REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

            

            1

            
            


            
            

            

            
            INSTRUCTIONS:

            

            	
                      	I.
                    	Items to be
                    delivered by all Subscribers: 


            

            

            	
                      	a.
                    	One (1)
                    completed and executed Subscription Agreement. 


            

            

            	
                      	b.
                    	Payment in
                    the amount of subscription, by wire transfer of funds or check. All
                    checks should be made payable to “IPtimize, Inc.”
                    


            

            

            FOR WIRE INSTRUCTIONS
            CONTACT:

            

            Account: IPtimize, Inc.

            Account #: 4128005867

            Routing #: 102003154

            Amount: state amount to be invested

            Vectra Bank - Southwest Branch

            1380 S. Federal Blvd.

            Denver, Colorado 80219

            Bank Telephone: (720) 947-7100

            IPtimize Telephone: (303) 268-3628

            

            ALL DOCUMENTS SHOULD BE RETURNED
            BY MAIL TO:

            

            IPtimize — Nevada

            3888 W. Sahara Ave., #130

            Las Vegas, NV 89102

            Phone: 702-966-2929 Fax:      702-220-5371

            Attn: Robert Bondonno

            VP — Business Development

            

            2

            
            


            
            

            

            THE SECURITIES OFFERED HEREBY
            MAY ONLY BE OFFERED OR SOLD TO “ACCREDITED INVESTORS” WHO MEET THE
            SUITABILITY STANDARDS FOR INVESTMENT AS EXPRESSED IN THIS SUBSCRIPTION AGREEMENT AND
            THE QUALIFIED PURCHASER QUESTIONNAIRE.

            

            

            AN INVESTMENT MADE IN THE
            SECURITIES OFFERED HEREBY IS SPECULATIVE AND SUITABLE ONLY FOR PERSONS WHO HAVE
            SUBSTANTIAL FINANCIAL RESOURCES, WHO HAVE NO NEED FOR LIQUIDITY IN THIS INVESTMENT AND
            WHO UNDERSTAND OR HAVE BEEN ADVISED WITH RESPECT TO THE TAX CONSEQUENCES OF, AND RISK
            FACTORS ASSOCIATED WITH, THIS INVESTMENT AND WHO ARE ABLE TO BEAR THE SUBSTANTIAL
            ECONOMIC RISK OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME AND WITHSTAND A TOTAL
            LOSS OF THEIR INVESTMENT.

            

            

            THIS DOCUMENT DOES NOT
            CONSTITUTE AN OFFER OR SOLICITATION IN ANY STATE OR OTHER JURISDICTION IN WHICH SUCH AN
            OFFER OR SOLICITATION IS NOT AUTHORIZED.

            

            

            PROSPECTIVE INVESTORS ARE NOT
            TO CONSTRUE THE CONTENTS OF THIS SUBSCRIPTION AGREEMENT AS LEGAL OR TAX ADVICE. EACH
            PROSPECTIVE INVESTOR SHOULD CONSULT AND RELY UPON ITS OWN COUNSEL, ACCOUNTANT OR
            BUSINESS ADVISOR AS TO LEGAL, TAX, AND RELATED MATTERS CONCERNING ITS
            INVESTMENT.

            

            

            NO PERSON HAS BEEN AUTHORIZED
            TO MAKE ANY REPRESENTATIONS OR FURNISH ANY INFORMATION WITH RESPECT TO OUR COMPANY OR
            THE SECURITIES OTHER THAN THE REPRESENTATIONS AND INFORMATION SET FORTH IN THIS
            SUBSCRIPTION AGREEMENT AND ANY OTHER DOCUMENTS OR OTHER INFORMATION FURNISHED BY
            US.

            

            

            WE WILL MAKE AVAILABLE, PRIOR
            TO THE CONSUMMATION OF THE OFFERING, TO EACH PROSPECTIVE INVESTOR, ITS PURCHASER
            REPRESENTATIVE(S), OR BOTH, THE OPPORTUNITY TO ASK QUESTIONS OF, AND RECEIVE ANSWERS
            FROM, US OR A PERSON ACTING ON OUR BEHALF CONCERNING THE TERMS AND CONDITIONS OF THIS
            OFFERING, OUR COMPANY OR ANY OTHER RELEVANT MATTERS, AND TO OBTAIN ANY ADDITIONAL
            INFORMATION, TO THE EXTENT THAT WE POSSESS SUCH INFORMATION OR CAN ACQUIRE IT WITHOUT
            UNREASONABLE EFFORT OR EXPENSE.

            

            

            THIS OFFER MAY BE WITHDRAWN
            AT ANY TIME BEFORE THE CLOSING DATE OF THIS OFFERING (AS DEFINED HEREIN) AND IS
            SPECIFICALLY MADE SUBJECT TO THE TERMS DESCRIBED IN THIS SUBSCRIPTION AGREEMENT. WE
            RESERVE THE RIGHT TO REJECT ANY SUBSCRIPTION IN WHOLE OR IN PART OR TO ALLOT TO ANY
            PROSPECTIVE INVESTOR LESS THAN THE NUMBER OF MEMBERSHIP INTERESTS SUBSCRIBED FOR BY
            SUCH INVESTOR.

            

            

            3

            
            


            
            

            

            THIS SUBSCRIPTION AGREEMENT
            HAS BEEN PREPARED BY US SOLELY FOR THE BENEFIT OF INVESTORS INTERESTED IN THIS PROPOSED
            PRIVATE PLACEMENT OF COMMON STOCK AND WARRANTS. DISTRIBUTION OF THIS DOCUMENT TO ANY
            PERSON OTHER THAN SUCH OFFEREE AND THOSE PERSONS RETAINED TO ADVISE SUCH PERSONS WITH
            RESPECT THERETO IS UNAUTHORIZED, AND ANY REPRODUCTION OF THIS DOCUMENT, IN WHOLE OR IN
            PART, OR THE DIVULGENCE OF ANY OF ITS CONTENTS, WITHOUT OUR PRIOR WRITTEN CONSENT, IS
            PROHIBITED.

            

            

            EACH OFFEREE, BY ACCEPTING
            DELIVERY OF THIS DOCUMENT, AGREES TO RETURN IT AND ALL RELATED EXHIBITS AND OTHER
            DOCUMENTS TO US IF: (i) THE OFFERREE DOES NOT INTEND TO SUBSCRIBE FOR THE PURCHASE OF
            SECURITIES; (ii) THE OFFEREE’S SUBSCRIPTION IS NOT ACCEPTED; OR (iii) THE
            OFFERING IS TERMINATED.

            

            

            THE OFFERING IS BEING MADE IN
            RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT FOR AN OFFER AND
            SALE OF SECURITIES WHICH DOES NOT INVOLVE A PUBLIC OFFERING. EACH PURCHASER OF THE
            SECURITIES OFFERED HEREBY, IN MAKING ITS PURCHASE, WILL BE DEEMED TO HAVE MADE CERTAIN
            ACKNOWLEDGMENTS, REPRESENTATIONS, AND AGREEMENTS AS SET FORTH HEREIN. PURCHASERS SHOULD
            BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISK OF THEIR INVESTMENT FOR
            AN INDEFINITE PERIOD OF TIME AND MAY LOSE THEIR TOTAL INVESTMENT.

            

            

            THE INFORMATION CONTAINED
            HEREIN HAS BEEN PROVIDED BY US AND OTHER SOURCES IDENTIFIED HEREIN, BUT THERE CAN BE NO
            ASSURANCE AS TO THE ACCURACY OR COMPLETENESS OF SUCH INFORMATION. NO REPRESENTATION OR
            WARRANTY, EXPRESS OR IMPLIED, IS MADE BY US AS TO THE ACCURACY OR COMPLETENESS OF SUCH
            INFORMATION, AND NOTHING CONTAINED HEREIN IS OR SHOULD BE RELIED UPON AS A PROMISE OR
            REPRESENTATION BY US. WE MAKE NO REPRESENTATIONS AS TO OUR FUTURE PERFORMANCE,
            INCLUDING, BUT NOT LIMITED TO, ANY PROTECTIONS CONCERNING OUR FUTURE OPERATING RESULTS
            OR MARKET ACCEPTANCE OF OUR PRODUCTS AND/OR SERVICES.

            

            

            EACH PROSPECTIVE PURCHASER OF
            THE UNITS MUST COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS IN FORCE IN ANY
            JURISDICTION IN CONNECTION WITH THE SUBSEQUENT OFFER OR SALE OF ANY SECURITIES
            PURCHASED PURSUANT TO THIS SUBSCRIPTION AGREEMENT. IN MAKING AN INVESTMENT DECISION,
            PROSPECTIVE PURCHASERS MUST RELY ON THEIR OWN EXAMINATION OF US AND OUR PROSPECTS AND
            THE TERMS OF THIS OFFERING, INCLUDING THE MERITS OF THE INVESTMENT AND THE RISKS
            INVOLVED.

            

            

            4

            
            


            
            

            

            THIS SUBSCRIPTION AGREEMENT
            CONTAINS SUMMARIES BELIEVED TO BE ACCURATE IN ALL MATERIAL RESPECTS AS TO THE TERMS OF
            CERTAIN DOCUMENTS DESCRIBED HEREIN, BUT REFERENCE IS HEREBY MADE TO THE ACTUAL
            DOCUMENTS (COPIES OF WHICH WILL BE MADE AVAILABLE TO PROSPECTIVE PURCHASERS UPON
            REQUEST TO US FOR COMPLETE INFORMATION WITH RESPECT THERETO) AND ALL SUCH SUMMARIES ARE
            QUALIFIED IN THEIR ENTIRETY BY SUCH REFERENCE.

            

            

            THIS SUBSCRIPTION AGREEMENT
            (TOGETHER WITH ANY AMENDMENTS OR SUPPLEMENTS AND ANY OTHER INFORMATION THAT MAY BE
            FURNISHED TO YOU BY US) INCLUDES OR MAY INCLUDE CERTAIN STATEMENTS, ESTIMATES AND
            FORWARD-LOOKING PROJECTIONS WITH RESPECT TO OUR ANTICIPATED FUTURE PERFORMANCE. SUCH
            STATEMENTS, ESTIMATES AND FORWARD-LOOKING PROJECTIONS REFLECT VARIOUS ASSUMPTIONS OF
            OUR MANAGEMENT THAT MAY OR MAY NOT PROVE TO BE CORRECT AND INVOLVE VARIOUS RISKS AND
            UNCERTAINTIES.

            

            

            THIS DOCUMENT DOES NOT
            PURPORT TO BE ALL-INCLUSIVE OR CONTAIN ALL INFORMATION THAT YOU MAY DESIRE IN
            INVESTIGATING US. YOU MUST RELY ON YOUR OWN EXAMINATION OF US AND THE TERMS OF THIS
            OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED IN MAKING AN INVESTMENT DECISION WITH
            RESPECT TO THE SECURITIES OFFERED HEREBY. PRIOR TO MAKING AN INVESTMENT DECISION
            REGARDING THE UNITS, YOU SHOULD CONSULT YOUR OWN COUNSEL, ACCOUNTANTS AND OTHER
            ADVISORS AND CAREFULLY REVIEW AND CONSIDER YOUR INVESTMENT AND THIS SUBSCRIPTION
            AGREEMENT.

            

            NASAA
            Uniform Legend

            

            IN MAKING AN INVESTMENT
            DECISION INVESTORS MUST RELY ON THEIR OWN EXAMINATION OF US AND THE TERMS OF THE
            OFFERING, INCLUDING THE MERITS AND RISKS INVOLVED. THESE SECURITIES HAVE NOT BEEN
            RECOMMENDED BY ANY FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY.
            FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED
            THE ADEQUACY OF THIS DOCUMENT, ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
            OFFENCE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
            MAY NOT BE TRANSFERRED OR RESOLVED EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF
            1933, AS AMENDED, AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR
            EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY WILL BE REQUIRED TO BEAR THE
            FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

            

            

            5

            
            


            
            

            

            
            

            

            Private
            Placement of Common Stock

            

            ($1,500,000 Unit
            Offering)

            

            SUBSCRIPTION
            AGREEMENT AND

            CONFIDENTIAL INVESTOR QUESTIONNAIRE

            

            
                    THIS
            SUBSCRIPTION AGREEMENT is entered into as of this _______ day of ______________
            2005, 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”).

            

            IPtimize, Inc. (referred to
            herein as the “Company”, “we”, “our” or
            “us”) is offering to those persons who are “accredited
            investors” as defined under Rule 501 of Regulation D under the Securities Act of
            1933, as amended (the “Securities Act”) and applicable state securities
            laws and who also satisfy the suitability criteria set forth under “Terms of the
            Offering,” 50 Units (the “Units”) at an offering price of $30,000 per
            Unit (the “Offering Price”), which equals $0.30 per share purchased. Each
            Unit consists of 100,000 shares (the “Shares”) of the Company’s
            common stock, par value $0.01 per share (the “Common Stock”) and 100,000
            common stock purchase warrants (the “Warrants”) to purchase 100,000 shares
            of Common Stock at an exercise price of $0.75 per share, subject to certain
            adjustments, exercisable for a term of three (3) years from the Expiration Date (as
            defined). We may sell fractional Units at our discretion.

            

            The Units are being offered on a
            no-minimum, $1,500,000 maximum, best-efforts basis. The minimum investment in this
            offering is $30,000 (or One Unit), subject to the Company’s right to accept
            subscriptions in lesser amounts. The offering will terminate on December 31, 2005,
            unless extended by the Company at its sole discretion, without notice.

            

            
                    Each
            share of Common Stock and Warrant underlying the Units Interest shall be restricted and
            shall not be transferable except in accordance with the provisions of the Securities
            Act of 1933, as amended (the “Act”) and the rules and regulations
            promulgated thereunder by the Securities Exchange Commission. Each Subscriber should
            thoroughly review the Risk Factors of the Company and this Offering set forth in the
            Confidential Offering Memorandum.

            

            The undersigned (or its
            authorized representative) understands that it may cancel this subscription by means of
            a written notice received by the Company at any time before the Company has accepted
            the subscription. The undersigned further understands that this subscription is not
            binding until the Company accepts it, which acceptance is at the sole discretion of the
            Company, by executing this Agreement where indicated. The Company may accept this
            subscription in whole or in part. If the Company accepts this subscription only in
            part, the Company shall cause to be returned to the undersigned any amounts paid by the
            undersigned, but not accepted on behalf of the Company. Upon acceptance by the Company
            of the subscription, the subscription will become irrevocable unless the law of the
            state of residence of the undersigned provides otherwise. If the Company does not
            accept the Subscription, this Agreement shall be null and void, the Company shall cause
            to be returned to the undersigned any amounts paid by the undersigned, and the Company
            and the undersigned shall have no further obligation to each other
            hereunder.

            

            6

            
            


            
            

            

            
                    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

            

            
                    As
            an inducement to the Company to accept the subscription, the Subscriber represents and
            warrants (which representations and warranties shall be deemed continuing and shall
            survive the execution, delivery and performance of this Agreement and the Closing) as
            follows:

            

            
                    1.1
                Subject to the terms and conditions hereof, the Subscriber
            hereby subscribes for and agrees to purchase from the Company _____________ Units as
            defined above at $30,000 per Unit, which equals $0.30 per share of Common Stock
            purchased. Each Unit consists of 100,000 shares of the Company’s Common Stock,
            and Warrants to purchase 100,000 shares of Common Stock 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 Units 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 Units;
            (iii) investors may not be able to liquidate their investment; (iv) transferability of
            the Shares and Warrants is extremely limited; and (v) in the event of a disposition of
            Shares and/or Warrants, an investor could sustain the loss of his entire investment, as
            well as other risk factors.

            

            
                    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 Units.

            

            
                    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 Units. 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. The
            Subscriber is not subscribing for any Interests as a result of or subsequent to any
            advertisement, article, notice or other communication published in any newspaper,
            magazine or similar media or broadcast over television or radio, any seminar or
            meeting, or any solicitation of a subscription by a person not previously known to the
            Subscriber in connection with investments in securities generally.

            

            7

            
            


            
            

            

            
                    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 Units.

            

            
                    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 and Warrants 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 and/or Warrants unless they are registered under the Act or unless an
            exemption from such registration is available.

            

            
                    1.8    The
            Subscriber understands that the Units, Shares, Warrants and the shares of Common Stock
            underlying the Warrants, 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.

            

            8

            
            


            
            

            

            
                    1.9    The
            Subscriber understands that there is no public market for the Units, Shares, Warrants
            and the shares of Common Stock underlying the Warrants,. The Subscriber understands
            that even if a public market develops for the Units, Shares, Warrants and the shares of
            Common Stock underlying the Warrants,, 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 Units, Shares,
            Warrants and the shares of Common Stock underlying the Warrants. The Subscriber
            consents that the Company, if it desires, may permit the transfer of the Units, Shares,
            Warrants and the shares of Common Stock underlying the Warrants, 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 Units, Shares, Warrants and the shares of Common Stock underlying the
            Warrants, 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.

            

            
                    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 Units, the Subscriber is not relying
            on any information, other than that contained in the Offering Documents and the results
            of Subscriber’s independent investigation.

            

            9

            
            


            
            

            

            
                    1.14    The
            Subscriber acknowledges that at such time, if ever, as the Units, Shares, Warrants and
            the shares of Common Stock underlying the Warrants, 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.

            

            
                    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.

            

                
                1.17.        The
            Subscriber:

            

            (a)    
            Within the last five years, has not been convicted of any criminal offense in
            connection with the offer, purchase or sale of any security, or involving fraud or
            deceit;

            

            (b)     Is
            not currently subject to any state or federal administrative enforcement order or
            judgment, entered within the last five years, finding fraud or deceit in connection
            with the purchase or sale of any security; or

            

            (c)     Is
            not currently subject to any order, judgment or decree of any court of competent
            jurisdiction, entered with the last five years, temporarily, preliminarily or
            permanently restraining or enjoining such party from engaging in or continuing to
            engage in any conduct or practice involving fraud or deceit in connection with the
            purchase or sale of any security.

            

            
                    1.18
                The undersigned (or its authorized representative) understands
            that the Units are being purchased without the furnishing of any offering literature or
            prospectus other than this Agreement and the Offering Memorandum. 

            

            
                      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.

            

            10

            
            


            
            

            

            
                    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, if
            applicable.

            

            
                    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 Units 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 Units, Shares, Warrants and the shares of Common Stock underlying
            the Warrants,. The Subscriber represents and warrants that the Subscriber’s
            subscription and payment for, and the Subscriber’s continued beneficial ownership
            of the Units, Shares, Warrants and the shares of Common Stock underlying the Warrants,,
            will not violate any applicable securities or other laws of the Subscriber’s
            jurisdiction.

            

                
               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.

            

            11

            
            


            
            

            

            
                    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)

            

            12

            
            


            
            

            

            	
                      	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) 


            

            

            13

            
            


            
            

            

            	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: 


            

            

            	 	
                    _____________________________________________


                    _____________________________________________

                    _____________________________________________

                    


            

            

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


            

            

            	 	
                    _____________________________________________


                    _____________________________________________

                    _____________________________________________

                    


            

            

            14

            
            


            
            

            

            	
                      	(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_____

            

            15

            
            
            


            
            

            

            	 	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.

            

            16

            
            


            
            

            

            IPTIMIZE,
            INC.

            

            Private
            Placement of Common Stock Shares

            

            ($1,500,000 Unit
            Offering)

            

            INVESTOR
            INFORMATION PAGE

            

            NUMBER OF UNITS ________________
            x $30,000 = $________________


            	
                    	
                    
	
                    ______________________________________


                    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: ____________________________________

            

            17

            
            


            
            

            

            IPTIMIZE,
            INC.

            SUBSCRIPTION AGREEMENT

            

            Private
            Placement of Common Stock Shares

            

            ($1,500,000 Unit
            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 UNITS
            _________________ x $30,000 = $________________


            	
                    	
                    
	
                    _________________________


                    Signature

                                              


                                               


                     _________________________

                    Name Typed or Printed 	
                    __________________________________


                    Signature (if purchasing jointly)

                                                      


                                                       


                     __________________________________

                    Name Typed or Printed 


            

            

            18

            
            


            
            

            

            IPTIMIZE, INC.
            SUBSCRIPTION AGREEMENT

            

            Private
            Placement of Common Stock Shares

            

            ($1,500,000 Unit
            Offering)

            

            COMPANY
            ACCEPTANCE PAGE

            

            SUBSCRIPTION AGREEMENT ACCEPTED
            AND AGREED TO:

            

            	Principal
                    Amount	$
                    ______________ 


            

            

            	Number of
                    Units: 	
                    ___________________
                    


            

            

            	Name of
                    Subscriber: 	
                    ____________________________________
                    


            

            

            IPTIMIZE, INC.


            	
                    	
                    
	
                    _________________________


                    John R. Evans

                    Chairman and Chief Executive Officer 	
                    __________________________________


                    Clinton J. Wilson

                    President 


            

            19