SUBSCRIPTION
      AGREEMENT

     

    THIS
      SUBSCRIPTION AGREEMENT
      (this
“Agreement”),
      dated
      as of October __, 2007, by and among 3DIcon Corporation, an Oklahoma corporation
      (the “Company”),
      and
      the subscribers identified on the signature page hereto (each a “Subscriber”
and
      collectively “Subscribers”).

     

    WHEREAS,
      the
      Company and the Subscribers are executing and delivering this Agreement in
      reliance upon an exemption from securities registration afforded by the
      provisions of Section 4(2), Section 4(6) and/or Regulation D (“Regulation
      D”)
      as
      promulgated by the United States Securities and Exchange Commission (the
“Commission”)
      under
      the Securities Act of 1933, as amended (the “1933
      Act”).

     

    WHEREAS,
      the
      parties desire that, upon the terms and subject to the conditions contained
      herein, the Company shall issue and sell to the Subscribers, as provided herein,
      and the Subscribers, in the aggregate, shall purchase for a minimum of $250,000
      (the "Purchase
      Price")
      of
      shares of the Company's common stock, $.0002 par value (the "Common
      Stock")
      at a
      per share price equal to 75% of the average of the Average Closing Prices during
      the five (5) days prior to the Signing Date as reported by Bloomberg, L.P.,
      and
      share purchase warrants (the “Warrants”)
      in the
      form attached hereto as Exhibit
      A,
      to
      purchase shares of Common Stock (the “Warrant
      Shares”).
      The
      shares of Common Stock (the “Shares”),
      the
      Warrants and the Warrant Shares are collectively referred to herein as the
      "Securities";
      and

     

    NOW,
      THEREFORE,
      in
      consideration of the mutual covenants and other agreements contained in this
      Agreement the Company and the Subscribers hereby agree as follows:

     

    1. Conditions
      To Closing.
      Subject
      to the satisfaction or waiver of the terms and conditions of this Agreement,
      on
      the “Closing
      Date”
(as
      defined in Section 2 below), each Subscriber shall purchase and the Company
      shall sell to each Subscriber the Shares and Warrants designated on the
      signature page hereto for the portion of the Purchase Price set forth on the
      signature page hereto. Each purchaser hereby acknowledges that he or she may
      be
      the sole Subscriber. On or before the Closing Date, each Subscriber shall
      deliver to the Company such Subscriber’s portion of the Purchase Price, an
      executed copy of this Agreement and a completed Investor Questionnaire. The
      payment will be delivered pursuant to the following wire transfer
      instructions:

    


    
      	
              Wire
                to:

            	
              Arvest
                Bank

            
	
               

            	
              Tulsa,
                OK 

            
	 	 
	
              Acount
                Name:

            	
              3DIcon
                Corporation

            
	
              Account
                #:

            	
              19499288

            
	
              Routing
                #:

            	
              103112976

            


    

     

    2. Closing.
      The
      consummation of the transactions contemplated herein shall take place upon
      the
      satisfaction of all conditions to Closing set forth in this Agreement
      (“Closing
      Date”),
      provided, however, that such Closing will occur on or before October 15,
      2007.

    


    3. Warrants.
      On the
      Closing Date, the Company will issue and deliver Warrants to the Subscribers.
      One Class A Warrant will be issued for each two Shares issued on the Closing
      Date. The
      per
      Warrant Share exercise price to acquire a Warrant Share upon exercise of a
      Class
      A Warrant shall be equal to $0.40 from September __, 2007 through September
      __,
      2008 and shall be equal to $0.50 from September __, 2008 through September
      __,
      2009. 


    
      
        
          (Subscription
            Agreement)

        

      

      
        1

        
          

        

      

      
        
        

      

    

    


    4. Subscriber's
      Representations and Warranties.
      Each
      Subscriber hereby represents and warrants to and agrees with the Company only
      as
      to such Subscriber that:

    


    (a) Organization
      and Standing of the Subscribers.
      If the
      Subscriber is an entity, such Subscriber is a corporation, partnership or other
      entity duly incorporated or organized, validly existing and in good standing
      under the laws of the jurisdiction of its incorporation or organization and
      has
      the requisite corporate power to own its assets and to carry on its
      business.

    


    (b) Authorization
      and Power.
      Each
      Subscriber has the requisite power and authority to enter into and perform
      this
      Agreement and to purchase the Shares and Warrants being sold to it hereunder.
      The execution, delivery and performance of this Agreement by such Subscriber
      and
      the consummation by it of the transactions contemplated hereby and thereby
      have
      been duly authorized by all necessary corporate or partnership action, and
      no
      further consent or authorization of such Subscriber or its Board of Directors,
      stockholders, partners, members, as the case may be, is required. This Agreement
      has been duly authorized, executed and delivered by such Subscriber and
      constitutes, or shall constitute when executed and delivered, a valid and
      binding obligation of the Subscriber enforceable against the Subscriber in
      accordance with the terms thereof.

    


    (c) No
      Conflicts.
      The
      execution, delivery and performance of this Agreement and the consummation
      by
      such Subscriber of the transactions contemplated hereby or relating hereto
      do
      not and will not (i) result in a violation of such Subscriber’s charter
      documents or bylaws or other organizational documents or (ii) conflict with,
      or
      constitute a default (or an event which with notice or lapse of time or both
      would become a default) under, or give to others any rights of termination,
      amendment, acceleration or cancellation of any agreement, indenture or
      instrument or obligation to which such Subscriber is a party or by which its
      properties or assets are bound, or result in a violation of any law, rule,
      or
      regulation, or any order, judgment or decree of any court or governmental agency
      applicable to such Subscriber or its properties (except for such conflicts,
      defaults and violations as would not, individually or in the aggregate, have
      a
      material adverse effect on such Subscriber). Such Subscriber is not required
      to
      obtain any consent, authorization or order of, or make any filing or
      registration with, any court or governmental agency in order for it to execute,
      deliver or perform any of its obligations under this Agreement or to purchase
      the Securities in accordance with the terms hereof, provided that for purposes
      of the representation made in this sentence, such Subscriber is assuming and
      relying upon the accuracy of the relevant representations and agreements of
      the
      Company herein.

     

    (d) Information
      on Company.
      The
      Subscriber has been furnished with or has had access at the EDGAR Website of
      the
      Commission to the Company's 424(b)(3) Prospectus, the Company’s Form 10-QSB for
      the period ended June 30, 2007 as filed with the Commission and all periodic
      reports with the Commission thereafter, but not later than five business days
      before the Closing Date (hereinafter referred to as the "Reports").
      In
      addition, the Subscriber has received in writing from the Company such other
      information concerning its operations, financial condition and other matters
      as
      the Subscriber has requested in writing (such other information is collectively,
      the "Other
      Written Information"),
      and
      considered all factors the Subscriber deems material in deciding on the
      advisability of investing in the Securities. 

     

    
      
        
          (Subscription
            Agreement)

        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    (e) Information
      on Subscriber.
      The
      Subscriber will be, on the Closing Date and upon exercise of the Warrants,
      an
      "accredited
      investor",
      as
      such term is defined in Regulation D promulgated by the Commission under the
      1933 Act, is experienced in investments and business matters, has made
      investments of a speculative nature and has purchased securities of United
      States publicly-owned companies in private placements in the past and, with
      its
      representatives, has such knowledge and experience
      in financial, tax and other business matters as to enable the Subscriber to
      utilize the information made available by the Company to evaluate the merits
      and
      risks of and to make an informed investment decision with respect to the
      proposed purchase, which represents a speculative investment. The Subscriber
      has
      the authority and is duly and legally qualified to purchase and own the
      Securities. The Subscriber is able to bear the risk of such investment for
      an
      indefinite period and to afford a complete loss thereof. The information set
      forth on the signature page hereto regarding the Subscriber is
      accurate. 
      The
      Subscriber is not required to be registered as a broker-dealer under Section
      15
      of the Securities Exchange Act of 1934, as amended (the "1934 Act") and the
      Subscriber is not a broker-dealer.

     

    (f) Investment
      Purpose.
      As of
      the date hereof, the Subscriber is purchasing the Securities for its own account
      and not with a present view towards the public sale or distribution thereof,
      except pursuant to sales registered or exempted from registration under the
      1933
      Act; provided,
      however,
      that by
      making the representations herein, the Subscriber does not agree to hold any
      of
      the Securities for any minimum or other specific term and reserves the right
      to
      dispose of the Securities at any time in accordance with or pursuant to a
      registration statement or an exemption under the 1933 Act.

     

    (g) Reliance
      on Exemptions.
      The
      Subscriber understands that the Securities are being offered and sold to it
      in
      reliance upon specific exemptions from the registration requirements of United
      States federal and state securities laws and that the Company is relying upon
      the truth and accuracy of, and the Subscriber’s compliance with, the
      representations, warranties, agreements, acknowledgments and understandings
      of
      the Subscriber set forth herein in order to determine the availability of such
      exemptions and the eligibility of the Subscriber to acquire the
      Securities.

     

    (h) Purchase
      of Shares and Warrants.
      On the
      Closing Date, the Subscriber will purchase the Shares and Warrants as principal
      for its own account for investment only and not with a view toward, or for
      resale in connection with, the public sale or any distribution
      thereof.

     

    (i) Compliance
      with Securities Act.
      The
      Subscriber understands and agrees that the Securities have not been registered
      under the 1933 Act or any applicable state securities laws, by reason of their
      issuance in a transaction that does not require registration under the 1933
      Act
      (based in part on the accuracy of the representations and warranties of
      Subscriber contained herein), and that such Securities must be held indefinitely
      unless a subsequent disposition is registered under the 1933 Act or any
      applicable state securities laws or is exempt from such registration.
In
      any
      event, and subject to compliance with applicable securities laws, the Subscriber
      may enter into lawful hedging transactions with third parties, which may in
      turn
      engage in short sales of the Securities in the course of hedging the position
      they assume and the Subscriber may also enter into short positions or other
      derivative transactions relating to the Securities, or interests in the
      Securities, and deliver the Securities, or interests in the Securities, to
      close
      out their short or other positions or otherwise settle short sales or other
      transactions, or loan or pledge the Securities, or interests in the Securities,
      to third parties that in turn may dispose of these Securities.

     

     (j) Shares
      Legend.
      The
      Shares and the Warrant Shares shall bear the following or similar
      legend:

     

    "THE
      SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED. THESE SHARES MAY NOT BE SOLD, OFFERED FOR
      SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION
      STATEMENT UNDER SUCH SECURITIES ACT OR ANY APPLICABLE STATE SECURITIES LAW
      OR AN
      OPINION OF COUNSEL REASONABLY SATISFACTORY TO 3DICON CORPORATION THAT SUCH
      REGISTRATION IS NOT REQUIRED."


    
      
        
          (Subscription
            Agreement)

        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    (k) Warrants
      Legend.
      The
      Warrants shall bear the following 

     

    or
      similar legend:

     

    "THIS
      WARRANT AND THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT
      BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT
      AND
      THE COMMON SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD,
      OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE
      REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT OR ANY APPLICABLE
      STATE
      SECURITIES LAW OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO 3DICON
      CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED."

     

    (l) Communication
      of Offer.
      The
      offer to sell the Securities was directly communicated to the Subscriber by
      the
      Company. At no time was the Subscriber presented with or solicited by any
      leaflet, newspaper or magazine article, radio or television advertisement,
      or
      any other form of general advertising or solicited or invited to attend a
      promotional meeting.

     

    (m) Authority;
      Enforceability.
      This
      Agreement and other agreements delivered together with this Agreement or in
      connection herewith have been duly authorized, executed and delivered by the
      Subscriber and are valid and binding agreements enforceable in accordance with
      their terms, subject to bankruptcy, insolvency, fraudulent transfer,
      reorganization, moratorium and similar laws of general applicability relating
      to
      or affecting creditors’ rights generally and to general principles of equity;
      and Subscriber has full corporate power and authority necessary to enter into
      this Agreement and such other agreements and to perform its obligations
      hereunder and under all other agreements entered into by the Subscriber relating
      hereto.

    


    (n) Restricted
      Securities.
      Subscriber understands that the Securities have not been registered under the
      1933 Act and such Subscriber will not sell, offer to sell, assign, pledge,
      hypothecate or otherwise transfer any of the Securities unless pursuant to
      an
      effective registration statement under the 1933 Act. Notwithstanding anything
      to
      the contrary contained in this Agreement, such Subscriber may transfer (without
      restriction and without the need for an opinion of counsel) the Securities
      to
      its Affiliates (as defined below) provided that each such Affiliate is an
“accredited investor” under Regulation D and such Affiliate agrees to be bound
      by the terms and conditions of this Agreement. For the purposes of this
      Agreement, an “Affiliate”
of
      any
      person or entity means any other person or entity directly or indirectly
      controlling, controlled by or under direct or indirect common control with
      such
      person or entity. For purposes of this definition, “control”
means
      the power to direct the management and policies of such person or firm, directly
      or indirectly, whether through the ownership of voting securities, by contract
      or otherwise.

    


    (o) No
      Governmental Review.
      Each
      Subscriber understands that no United States federal or state agency or any
      other governmental or state agency has passed on or made recommendations
      or endorsement of the Securities or the suitability of the investment in the
      Securities nor have such authorities passed upon or endorsed the merits of
      the
      offering of the Securities.


    
      
        
          (Subscription
            Agreement)

        

      

      
        4

        
          

        

      

      
        
        

      

    


    (p) Correctness
      of Representations.
      Each
      Subscriber represents as to such Subscriber that the foregoing representations
      and warranties are true and correct as of the date hereof and, unless a
      Subscriber otherwise notifies the Company prior to the Closing Date shall be
      true and correct as of the Closing Date.

    


    (q) Survival.
      The
      foregoing representations and warranties shall survive the Closing Date for
      a
      period of three years.

     

    5. Company
      Representations and Warranties.
      The
      Company represents and warrants to and agrees with each Subscriber
      that:

     

    (a) Due
      Incorporation.
      Except
      as set forth on Schedule 5(a), the Company and each of its Subsidiaries is
      a
      corporation or other entity duly incorporated or organized, validly existing
      and
      in good standing under the laws of the jurisdiction of its incorporation or
      organization and has the requisite corporate power to own its properties and
      to
      carry on its business as presently
      conducted. The Company and each of its Subsidiaries is duly qualified as a
      foreign corporation to do business and is in good standing in each jurisdiction
      where the nature of the business conducted or property owned by it makes such
      qualification necessary, other than those jurisdictions in which the failure
      to
      so qualify would not have a Material Adverse Effect. For purposes of this
      Agreement, a “Material
      Adverse Effect”
shall
      mean a material adverse effect on the financial condition, results of
      operations, properties or business of the Company and its Subsidiaries taken
      as
      a whole. For purposes of this Agreement, “Subsidiary”
means,
      with respect to any entity at any date, any corporation, limited or general
      partnership, limited liability company, trust, estate, association, joint
      venture or other business entity of which more than 50% of (i) the
      outstanding capital stock having (in the absence of contingencies) ordinary
      voting power to elect a majority of the board of directors or other managing
      body of such entity, (ii) in the case of a partnership or limited liability
      company, the interest in the capital or profits of such partnership or limited
      liability company or (iii) in the case of a trust, estate, association,
      joint venture or other entity, the beneficial interest in such trust, estate,
      association or other entity business is, at the time of determination, owned
      or
      controlled directly or indirectly through one or more intermediaries, by such
      entity. All the Company’s Subsidiaries as of the Closing Date are set forth on
Schedule
      5(a)
      hereto.

     

    (b) Outstanding
      Stock.
      All
      issued and outstanding shares of capital stock of the Company has been duly
      authorized and validly issued and are fully paid and nonassessable.

     

    (c) Authority;
      Enforceability.
      This
      Agreement, the Shares, the Warrants,, and any other agreements delivered
      together with this Agreement or in connection herewith (collectively
“Transaction
      Documents”)
      have
      been duly authorized, executed and delivered by the Company and are valid and
      binding agreements enforceable in accordance with their terms, subject to
      bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and
      similar laws of general applicability relating to or affecting creditors' rights
      generally and to general principles of equity. The Company has full corporate
      power and authority necessary to enter into and deliver the Transaction
      Documents and to perform its obligations thereunder.

     

     (d) Consents.
      No
      consent, approval, authorization or order of any court, governmental agency
      or
      body or arbitrator having jurisdiction over the Company, or any of its
      Affiliates, the Bulletin Board nor the Company's shareholders is required for
      the execution by the Company of the Transaction
      Documents and compliance and performance by the Company of its obligations
      under
      the Transaction Documents, including, without limitation, the issuance and
      sale
      of the Securities.


    
      
        
          (Subscription
            Agreement)

        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     (e) The
      Securities.
      The
      Securities upon issuance:

     

    (i) are,
      or
      will be, free and clear of any security interests, liens, claims or other
      encumbrances, subject to restrictions upon transfer under the 1933 Act and
      any
      applicable state securities laws;

    


    (ii) have
      been, or will be, duly and validly authorized and on the date of issuance of
      the
      Shares and upon exercise of the Warrants, the Shares and Warrant Shares will
      be
      duly and validly issued, fully paid and nonassessable or if registered pursuant
      to the 1933 Act, and resold pursuant to an effective registration statement
      will
      be free trading and unrestricted);

     

    (iii) will
      not
      have been issued or sold in violation of any preemptive or other similar rights
      of the holders of any securities of the Company;

     

    (iv) will
      not
      subject the holders thereof to personal liability by reason of being such
      holders; and

     

    (v) will
      not
      result in a violation of Section 5 under the Act.

     

    (f) Litigation.
      There
      is no pending or, to the best knowledge of the Company, threatened action,
      suit,
      proceeding or investigation before any court, governmental agency or body,
      or
      arbitrator having jurisdiction over the Company, or any of its Affiliates that
      would affect the execution by the Company or the performance by the Company
      of
      its obligations under the Transaction Documents. Except as disclosed on the
      Disclosure Schedule
      or in
      the Reports, there is no pending or, to the best knowledge of the Company,
      basis
      for or threatened action, suit, proceeding or investigation before any court,
      governmental agency or body, or arbitrator having jurisdiction over the Company,
      or any of its Affiliates which litigation if adversely determined would have
      a
      Material Adverse Effect.

     

     (g) No
      Market Manipulation.
      The
      Company and its Affiliates have not taken, and will not take, directly or
      indirectly, any action designed to, or that might reasonably be expected to,
      cause or result in stabilization or manipulation of the price of the Common
      Stock to
      facilitate the sale or resale of the Securities or affect the price at which
      the
      Securities may be issued or resold.

     

    (h) Information
      Concerning Company.
      Since
      the date of the financial statements included in the Reports (“Latest
      Financial Date”),
      and
      except as modified in the Other Written Information or in the Schedules hereto,
      there has been no Material Adverse Event relating to the Company's business,
      financial condition or affairs not disclosed in the Reports. The Reports,
      including the financial statements contained therein, do not contain any untrue
      statement of a material fact or omit to state a material fact required to be
      stated therein or necessary to make the statements therein not misleading in
      light of the circumstances when made.

     

    (i) Stop
      Transfer.
      The
      Company will not issue any stop transfer order or other order impeding the
      sale,
      resale or delivery of any of the Securities, except as may be required by any
      applicable federal or state securities laws and unless contemporaneous notice
      of
      such instruction is given to the Subscriber.

     

    (j) Defaults.
      The
      Company is not in violation of its articles of incorporation or bylaws. The
      Company is (i) not in default with respect to any order of any court, arbitrator
      or governmental body or subject to or party to any order of any court or
      governmental authority arising out of any action, suit or proceeding under
      any
      statute or other law respecting antitrust, monopoly, restraint of trade, unfair
      competition or similar matters, or (ii) to the Company’s knowledge not in
      violation of any statute, rule or regulation of any governmental authority
      which
      violation would have a Material Adverse Effect.

     

    
      
        
          (Subscription
            Agreement)

        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    (k) Not
      Integrated Offering.
      Neither
      the Company, nor any of its Affiliates, nor any person acting on its or their
      behalf, has directly or indirectly made any offers or sales of any security
      or
      solicited any offers to buy any security under circumstances that would cause
      the offer of the Securities pursuant to this Agreement to be integrated with
      prior offerings by the Company for purposes of the 1933 Act or any applicable
      stockholder approval provisions, including, without limitation, under the rules
      and regulations of the OTC Bulletin Board (“Bulletin
      Board”)
      or any
      Principal Market [as defined in Section 9(b)] which would impair the exemptions
      relied upon in this Offering or the Company’s ability to timely comply with its
      obligations hereunder. Nor will the Company or any of its Affiliates take any
      action or steps that would cause the offer or issuance of the Securities to
      be
      integrated with other offerings which would impair the exemptions relied upon
      in
      this Offering or the Company’s ability to timely comply with its obligations
      hereunder. The Company will not conduct any offering other than the transactions
      contemplated hereby that will be integrated with the offer or issuance of the
      Securities, which would impair the exemptions relied upon in this Offering
      or
      the Company’s ability to timely comply with its obligations
      hereunder.

     

    (l) No
      General Solicitation.
      Neither
      the Company, nor any of its Affiliates, nor to its knowledge, any person acting
      on its or their behalf, has engaged in any form of general solicitation or
      general advertising (within the meaning of Regulation D under the 1933 Act)
      in
      connection with the offer or sale of the Securities.

     

    (m) Listing.
      The
      Common Stock is quoted on the Bulletin Board under the symbol: TDCP.OB. The
      Company has not received any oral or written notice that the Common Stock is
      not
      eligible nor will become ineligible for quotation on the Bulletin Board nor
      that
      the Common Stock does not meet all requirements for the continuation of such
      quotation and the Company satisfies all the requirements for the continued
      quotation of the Common Stock on the Bulletin Board.

     

    (n) No
      Undisclosed Liabilities.
      The
      Company has no liabilities or obligations which are material, individually
      or in
      the aggregate, which are not disclosed in the Reports and Other Written
      Information, other than those incurred in the ordinary course of the Company’s
      businesses since the Latest Financial Date and which, individually or in the
      aggregate, would reasonably be expected to have a Material Adverse
      Effect,
      except
      as disclosed on Schedule
      5(q).

     

    (o) No
      Undisclosed Events or Circumstances.
      Since
      the Latest Financial Date, no event or circumstance has occurred or exists
      with
      respect to the Company or its businesses, properties, operations or financial
      condition, that, under applicable law, rule or regulation, requires public
      disclosure or announcement prior to the date hereof by the Company but which
      has
      not been so publicly announced or disclosed in the Reports.

     

    (p) Capitalization.
      The
      authorized and outstanding capital stock of the Company as of the date of this
      Agreement and the Closing Date (not including the Securities) are set forth
      on
Schedule
      5(d).
      Except
      as set forth on Schedule
      5(d),
      there
      are no options, warrants, or rights to subscribe
      to, securities, rights or obligations convertible into or exchangeable for
      or
      giving any right to subscribe for any shares of capital stock of the Company
      or
      any of its Subsidiaries. All of the outstanding shares of Common Stock of the
      Company have been duly and validly authorized and issued and are fully paid
      and
      nonassessable.

     

    
      
        
          (Subscription
            Agreement)

        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (q) Dilution.
      The
      Company's executive officers and directors understand the nature of the
      Securities being sold hereby and recognize that the issuance of the Securities
      will have a potential dilutive effect on the equity holdings of other holders
      of
      the Company’s equity or rights to receive equity of the Company. The board of
      directors of the Company has concluded, in its good faith business judgment
      that
      the issuance of the Securities is in the best interests of the Company. The
      Company specifically acknowledges that its obligation to issue the Warrant
      Shares upon exercise of the Warrants is binding upon the Company and enforceable
      regardless of the dilution such issuance may have on the ownership interests
      of
      other shareholders of the Company or parties entitled to receive equity of
      the
      Company.

     

    (r) No
      Disagreements with Accountants and Lawyers.
      There
      are no disagreements of any kind presently existing, or reasonably anticipated
      by the Company to arise, between the Company and the accountants and lawyers
      formerly or presently employed by the Company, including but not limited to
      disputes or conflicts over payment owed to such accountants and lawyers, nor
      have there been any such agreements during the two years prior to the Closing
      Date.

    


    (s) DTC
      Status.
      The
      Company’s transfer agent is a participant in and the Common Stock is eligible
      for transfer pursuant to the Depository Trust Company Automated Securities
      Transfer Program. The name, address, telephone number, fax number, contact
      person and email address of the Company transfer agent is set forth on
Schedule
      5(v)
      hereto.


    


    (t) Investment
      Company.
      Neither
      the Company nor any Affiliate is an “investment company” within the meaning of
      the Investment Company Act of 1940, as amended.

    


    (u) Subsidiary
      Representations.
      The
      Company makes each of the representations contained in Sections 5(a), (b),
      (d),
      (f), (h), (k), (m), (q) through (s), (u) and (w) of this Agreement, as same
      relate to each Subsidiary of the Company.

    


    (v) Company
      Predecessor.
      All
      representations made by or relating to the Company of a historical or
      prospective nature and all undertaking described in Sections 9.1(g) through
      9.1(l) shall relate and refer to the Company, its predecessors, and the
      Subsidiaries.

    


    (w) Correctness
      of Representations.
      The
      Company represents that the foregoing representations and warranties are true
      and correct as of the date hereof in all material respects, and, unless the
      Company otherwise notifies the Subscribers prior to the Closing Date, shall
      be
      true and correct in all material respects as of the Closing Date.

     

    (x) Survival.
      The
      foregoing representations and warranties shall survive the Closing Date for
      a
      period of three years.

     

    6. Regulation
      D Offering.
      The
      offer and issuance of the Securities to the Subscribers is being made pursuant
      to the exemption from the registration provisions of the 1933 Act afforded
      by
      Section 4(2) or Section 4(6) of the 1933 Act and/or Rule 506 of Regulation
      D
      promulgated thereunder. On the Closing Date, the Company will provide an opinion
      reasonably acceptable to Subscriber
      from the Company's legal counsel opining on the availability of an exemption
      from registration under the 1933 Act as it relates to the offer and issuance
      of
      the Securities and other matters reasonably requested by Subscribers. A form
      of
      the legal opinion is annexed hereto as Exhibit
      B.
      The
      Company will provide, at the Company's expense, such other legal opinions in
      the
      future as are reasonably necessary for the issuance and/or resale of the Shares
      and Warrant Shares pursuant to an effective registration statement, Rule 144
      under the 1933 Act, or an exemption from registration.

     

    
      
        
          (Subscription
            Agreement)

        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    
      7. Reserved.
        


       

      8. Reserved

       

    

    9. Covenants
      of the Company.
      The
      Company covenants and agrees with the Subscribers as follows:

     

    (a) Stop
      Orders.
      The
      Company will advise the Subscribers within two hours after it receives notice
      of
      issuance by the Commission, any state securities commission or any other
      regulatory authority of any stop order or of any order preventing or suspending
      any offering of any securities of the Company, or of the suspension of the
      qualification of the Common Stock of the Company for offering or sale in any
      jurisdiction, or the initiation of any proceeding for any such
      purpose.

     

    (b) Listing.
      The
      Company shall promptly secure the listing of the Shares and the Warrant Shares
      upon each national securities exchange, or electronic or automated quotation
      system upon which they are or become eligible for listing and shall maintain
      such listing so long as any Shares or Warrants are outstanding. The Company
      will
      maintain the listing of its Common Stock on the American Stock Exchange, Nasdaq
      SmallCap Market, Nasdaq National Market System, Bulletin Board, or New York
      Stock Exchange (whichever of the foregoing is at the time the principal trading
      exchange or market for the Common Stock (the “Principal
      Market”)),
      and
      will comply in all respects with the Company's reporting, filing and other
      obligations under the bylaws or rules of the Principal Market, as applicable.
      The Company will provide the Subscribers copies of all notices it receives
      notifying the Company of the threatened and actual delisting of the Common
      Stock
      from any Principal Market. As of the date of this Agreement and the Closing
      Date, the Bulletin Board is and will be the Principal Market.

     

    (c) Market
      Regulations.
      The
      Company shall notify the Commission, the Principal Market and applicable state
      authorities, in accordance with their requirements, of the transactions
      contemplated by this Agreement, and shall take all other necessary action and
      proceedings as may be required and permitted by applicable law, rule and
      regulation, for the legal and valid issuance of the Securities to the
      Subscribers and promptly provide copies thereof to Subscriber.

     

    (d) Filing
      Requirements.
      From
      the date of this Agreement and until the sooner of (i) three (3) years after
      the
      Closing Date, or (ii) until all the Shares and Warrant Shares have been resold
      or transferred by all the Subscribers pursuant to the Registration Statement
      or
      pursuant to Rule 144, the Company will (A) cause its Common Stock to continue
      to
      be subject to the reporting obligations of Section 15(d), 12(b) or 12(g) of
      the
      1934 Act, (B) comply in all respects with its reporting and filing obligations
      under the 1934 Act, (C) comply with all reporting requirements that are
      applicable to an issuer subject to Section 15(d) of the 1934 Act, or, if a
      class
      of its securities is registered under Section 12(b) or 12(g) of the 1934 Act,
      to
      all reporting requirements that are applicable to an issuer with a class of
      shares registered pursuant to Section 12(b) or 12(g) of the 1934 Act, as
      applicable, and (D) comply with all requirements related to any registration
      statement filed pursuant to this Agreement. The Company will use its
      best
      efforts not to take any action or file any document (whether or not permitted
      by
      the 1933 Act or the 1934 Act or the rules thereunder) to terminate or suspend
      such registration or to terminate or suspend its reporting and filing
      obligations under said acts or until three (3) years after the Closing Date.
      Until the earlier of the resale of the Common Stock and the Warrant Shares
      by
      each Subscriber or three (3) years after the Warrants have been exercised,
      the
      Company will use its best efforts to continue the listing or quotation of the
      Common Stock on a Principal Market and will comply in all respects with the
      Company's reporting, filing and other obligations under the bylaws or rules
      of
      the Principal Market. The Company agrees to timely file a Form D with respect
      to
      the Securities if required under Regulation D and to provide a copy thereof
      to
      each Subscriber promptly after such filing.

     

    
      
        
          (Subscription
            Agreement)

        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (e) Use
      of
      Proceeds.
      The
      proceeds of the Offering will be employed by the Company for the purposes set
      forth on Schedule
      9(e)
      hereto.


     

    (f) Reservation.
      Prior
      to the Closing Date, the Company undertakes to reserve, pro rata,
      on
      behalf of each holder of Shares or Warrants, from its authorized but unissued
      common stock, a number of common shares equal to the Shares and Warrant Shares
      issuable upon exercise of the Warrants. Failure to have sufficient shares
      reserved pursuant to this Section 9(f) for three (3) consecutive business days
      or ten (10) days in the aggregate shall be a material default of the Company’s
      obligations under this Agreement.

     

    (g) Non-Public
      Information.
      The
      Company covenants and agrees that neither it nor any other person acting on
      its
      behalf will provide any Subscriber or its agents or counsel with any information
      that the Company believes constitutes material non-public information, unless
      prior thereto such Subscriber shall have agreed in writing to receive such
      information. The Company understands and confirms that each Subscriber shall
      be
      relying on the foregoing representations in effecting transactions in securities
      of the Company. The Company will offer to the Subscriber an opportunity to
      review and comment on the Registration Statement thereto between three and
      five
      business days prior to the proposed filing date thereof. 

     

    10. Covenants
      of the Company and Subscriber Regarding Indemnification.

     

    (a) The
      Company agrees to indemnify, hold harmless, reimburse and defend the
      Subscribers, the Subscribers' officers, directors, agents, Affiliates, control
      persons, and principal shareholders, against any claim, cost, expense,
      liability, obligation, loss or damage (including reasonable legal fees) of
      any
      nature, incurred by or imposed upon the Subscriber or any such person which
      results, arises out of or is based upon (i) any material misrepresentation
      by
      Company or breach of any warranty by Company in this Agreement or in any
      Exhibits or Schedules attached hereto, or other agreement delivered pursuant
      hereto; or (ii) after any applicable notice and/or cure periods, any breach
      or
      default in performance by the Company of any material covenant or undertaking
      to
      be performed by the Company hereunder, or any other agreement entered into
      by
      the Company and Subscriber relating hereto. Any or all of the foregoing are
      deemed Events of Default.

     

    (b) Each
      Subscriber agrees to indemnify, hold harmless, reimburse and defend the Company
      and each of the Company’s officers, directors, agents, Affiliates, control
      persons against any claim, cost, expense, liability, obligation, loss or damage
      (including reasonable legal fees) of any nature, incurred by or imposed upon
      the
      Company or any such person which results, arises out of or is based upon (i)
      any
      material misrepresentation by such Subscriber in this Agreement or in any
      Exhibits or Schedules
      attached hereto, or other agreement delivered pursuant hereto; or (ii) after
      any
      applicable notice and/or cure periods, any breach or default in performance
      by
      such Subscriber of any covenant or undertaking to be performed by such
      Subscriber hereunder, or any other agreement entered into by the Company and
      Subscribers, relating hereto.

     

    (c) In
      no
      event shall the liability of any Subscriber or permitted successor hereunder
      or
      under any Transaction Document or other agreement delivered in connection
      herewith be greater in amount than the dollar amount of the net proceeds
      actually received by such Subscriber upon the sale of Registrable Securities
      (as
      defined herein).

    


    
      
        
          (Subscription
            Agreement)

        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      (d) The
        procedures set forth in Section 11.6 shall apply to the indemnification set
        forth in Sections 10(a) and 10(b) above.

       

      11. Reserved.

       

    

    12. Reserved.

     

    13. Miscellaneous.

     

    (a) Notices.
      All
      notices, demands, requests, consents, approvals, and other communications
      required or permitted hereunder shall be in writing and, unless otherwise
      specified herein, shall be (i) personally served, (ii) deposited in the mail,
      registered or certified, return receipt requested, postage prepaid, (iii)
      delivered by reputable air courier service with charges prepaid, or (iv)
      transmitted by hand delivery, telegram, or facsimile, addressed as set forth
      below or to such other address as such party shall have specified most recently
      by written notice. Any notice or other communication required or permitted
      to be
      given hereunder shall be deemed effective (a) upon hand delivery or delivery
      by
      facsimile, with accurate confirmation generated by the transmitting facsimile
      machine, at the address or number designated below (if delivered on a business
      day during normal business hours where such notice is to be received), or the
      first business day following such delivery (if delivered other than on a
      business day during normal business hours where such notice is to be received)
      or (b) on the second business day following the date of mailing by express
      courier service, fully prepaid, addressed to such address, or upon actual
      receipt of such mailing, whichever shall first occur. The addresses for such
      communications shall be: (i) if to the Company, to: 3DIcon Corporation, 7507
      S.
      Sandusky, Tulsa, OK, 74136, Attn: Martin Keating, Chief Executive Officer,
      telecopier: (918) 492-5367, with a copy by telecopier only to: Sichenzia Ross
      Friedman Ference LLP, 61 Broadway, New York, NY 10006, Attn: Gregory Sichenzia,
      Esq., telecopier: (212) 930-9725, (ii) if to the Subscribers, to: the one or
      more addresses and telecopier numbers indicated on the signature pages
      hereto.

     

    (b) Nothing
      contained herein or in any document referred to herein or delivered in
      connection herewith shall be deemed to establish or require the payment of
      a
      rate of interest or other charges in excess of the maximum permitted by
      applicable law. In the event that the rate of interest or dividends required
      to
      be paid or other charges hereunder exceed the maximum permitted by such law,
      any
      payments in excess of such maximum shall be credited against amounts owed by
      the
      Company to the Subscriber and thus refunded to the Company.

     

    (c) Entire
      Agreement; Assignment.
      This
      Agreement and other documents delivered in connection herewith represent the
      entire agreement between the parties hereto with respect to the subject matter
      hereof and may be amended only by a writing executed by both parties. Neither
      the Company
      nor the Subscribers have relied on any representations not contained or referred
      to in this Agreement and the documents delivered herewith. No right or
      obligation of the Company shall be assigned without prior notice to and the
      written consent of the Subscribers. 

     

    (d) 
      Counterparts/Execution.
      This
      Agreement may be executed in any number of counterparts and by the different
      signatories hereto on separate counterparts, each of which, when so executed,
      shall be deemed an original, but all such counterparts shall constitute but
      one
      and the same instrument. This Agreement may be executed by facsimile signature
      and delivered by facsimile transmission.

     

    
      
        
          (Subscription
            Agreement)

        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    (e) Law
      Governing this Agreement.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York without regard to conflicts
      of laws principles
      that would result in the application of the substantive laws of another
      jurisdiction. Any action brought by either party against the other concerning
      the transactions contemplated by this Agreement shall be brought only in the
      state courts of New York or in the federal courts located in the state of New
      York. The
      parties and the individuals executing this Agreement and other agreements
      referred to herein or delivered in connection herewith on behalf of the Company
      agree to submit to the jurisdiction of such courts and waive trial by
      jury.
      The
      prevailing party shall be entitled to recover from the other party its
      reasonable attorney's fees and costs. In the event that any provision of this
      Agreement or any other agreement delivered in connection herewith is invalid
      or
      unenforceable under any applicable statute or rule of law, then such provision
      shall be deemed inoperative to the extent that it may conflict therewith and
      shall be deemed modified to conform with such statute or rule of law. Any such
      provision which may prove invalid or unenforceable under any law shall not
      affect the validity or enforceability of any other provision of any
      agreement.

     

    (f) Specific
      Enforcement, Consent to Jurisdiction.
      The
      Company and Subscriber acknowledge and agree that irreparable damage would
      occur
      in the event that any of the provisions of this Agreement were not performed
      in
      accordance with their specific terms or were otherwise breached. It is
      accordingly agreed that the parties shall be entitled to one or more preliminary
      and final injunctions to prevent or cure breaches of the provisions of this
      Agreement and to enforce specifically the terms and provisions hereof, this
      being in addition to any other remedy to which any of them may be entitled
      by
      law or equity. Subject to Section 13(e) hereof, each of the Company, Subscriber
      and any signator hereto in his personal capacity hereby waives, and agrees
      not
      to assert in any such suit, action or proceeding, any claim that it is not
      personally subject to the jurisdiction in New York of such court, that the
      suit,
      action or proceeding is brought in an inconvenient forum or that the venue
      of
      the suit, action or proceeding is improper. Nothing in this Section shall affect
      or limit any right to serve process in any other manner permitted by
      law.

     

    (g) Independent
      Nature of Subscribers.  
        The
      Company acknowledges that the obligations of each Subscriber under the
      Transaction Documents are several and not joint with the obligations of any
      other Subscriber, and no Subscriber shall be responsible in any way for the
      performance of the obligations of any other Subscriber under the Transaction
      Documents. The
      Company acknowledges that each Subscriber has represented that the decision
      of
      each Subscriber to purchase Securities has been made by such Subscriber
      independently of any other Subscriber and independently of any information,
      materials, statements or opinions as to the business, affairs, operations,
      assets, properties, liabilities, results of operations, condition (financial
      or
      otherwise) or prospects of the Company which may have been made or given by
      any
      other Subscriber or by any agent or employee of any other Subscriber, and no
      Subscriber or any of its agents or employees shall have any liability to any
      Subscriber (or any other person) relating to or arising from any such
      information, materials, statements or opinions.  The
      Company acknowledges that nothing
      contained in any Transaction Document, and no action taken by any Subscriber
      pursuant hereto or thereto shall be deemed to constitute the Subscribers as
      a
      partnership, an association, a joint venture or any other kind of entity, or
      create a presumption that the Subscribers are in any way acting in concert
      or as
      a group with respect to such obligations or the transactions contemplated by
      the
      Transaction Documents.  The Company acknowledges that each Subscriber shall
      be entitled to independently protect and enforce its rights, including without
      limitation, the rights arising out of the Transaction Documents, and
      it shall not be necessary for any other Subscriber to be joined as an additional
      party in any proceeding for such purpose.  The Company acknowledges that it
      has elected to provide all Subscribers with the same terms and Transaction
      Documents for the convenience of the Company and not because Company was
      required or requested to do so by the Subscribers.  The Company
      acknowledges that such procedure with respect to the Transaction Documents
      in no
      way creates a presumption that the Subscribers are in any way acting in concert
      or as a group with respect to the Transaction Documents or the transactions
      contemplated thereby.

     

     

    
      
        
          (Subscription
            Agreement)

        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      (f) Damages.
        In the
        event the Subscriber is entitled to receive any liquidated damages pursuant
        to
        the Transactions, the Subscriber may elect to receive the greater of actual
        damages or such liquidated damages.

       

    

    (g) Consent.
      As used
      in the Agreement and except as otherwise specifically stated, “consent of the
      Subscribers” or similar language means the consent of holders of not less than
      50.1% of the total of the Shares issued owned by Subscribers on the date consent
      is requested.

     

    (h) Equal
      Treatment.
      No
      consideration shall be offered or paid to any person to amend or consent to
      a
      waiver or modification of any provision of the Transaction Documents unless
      the
      same consideration is also offered and paid to all the Subscribers and their
      permitted successors and assigns.

    


    [THIS
      SPACE INTENTIONALLY LEFT BLANK]



    
      
        
          (Subscription
            Agreement)

        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    SIGNATURE
      PAGE TO SUBSCRIPTION AGREEMENT 

     

    


    Please
      acknowledge your acceptance of the foregoing Subscription Agreement by signing
      and returning a copy to the undersigned whereupon it shall become a binding
      agreement between us.

    


    
      	
              3DIcon
                Corporation

            
	
              an
                Oklahoma corporation

            
	 	 
	
              By:

            	 
	
              Name:

            	
              Martin
                Keating

            
	
              Title:

            	
              CEO

            
	 	 
	
              Dated:
                September ___, 2007

            


    

     

    
      	
              SUBSCRIBER

            	 	
              PURCHASE
                

              PRICE

            	 	
              SHARES
                OF COMMON STOCK

            	 	
              CLASS
                E 

              WARRANTS

            	 	
              CLASS
                F 

              WARRANTS

            
	
              Name
                of Subscriber:  ________________________________

               

              Address:
                ________________________________

               

              ________________________________

               

              Fax
                No.: ________________________________

               

              ________________________________

              (Signature)

              By:
                

               

            	 	 	 	 	 	 	 	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    LIST
      OF EXHIBITS AND SCHEDULES

     

    
      	
              Attachment
                1

            	
              Disclosure
                Schedule

            
	 	 
	
              Exhibit
                A

            	
              Form
                of Class A Warrants

            
	 	 
	 	 
	
              Schedule
                5(a)

            	
              Subsidiaries

            
	 	 
	
              Schedule
                5(d)

            	
              Additional
                Issuances / Capitalization

            
	 	 
	
              Schedule
                5(q)

            	
              Undisclosed
                Liabilities

            
	 	 
	
              Schedule
                5(v)

            	
              Transfer
                Agent

            
	 	 
	
              Schedule
                9(e)

            	
              Use
                of Proceeds