EXHIBIT 10.39

                           SUBSCRIPTION AGREEMENT AND
                               EXECUTION DOCUMENTS
                      UNIVERSAL COMMUNICATION SYSTEMS, INC.
                                  COMMON STOCK

                               ____________ SHARES

         Enclosed herewith are the documents necessary to subscribe for Shares
of Common Stock, $.001 par value per share (the "Shares"), of Universal
Communication Systems, Inc. ("UCSI" or the "Company"). Set forth herein are
instructions for the execution of the enclosed documents.

                                TABLE OF CONTENTS

How to subscribe
         A.       Instructions
         B.       Communications

Subscription Agreement (2 copies)
         Appendix A-Consideration to be Delivered
         Appendix B-Accredited Investor Certificate


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                                HOW TO SUBSCRIBE

A. Instructions.

     Each person considering subscribing the Shares should review the following
instructions:

     Subscription Agreement: Two copies of the form Subscription Agreement and
Appendixes A and B attached to the Subscription Agreement should be completed,
executed and delivered to the company at the address set forth below. The
Company will execute both copies of the Subscription Agreement and return one to
you for your records.

     The company shall have the right to accept or reject any subscription, in
whole or in part.

     An acknowledgement of the acceptance of your subscription for Shares will
be returned to you promptly after acceptance.

     Payment: Payment of $______ for each Share subscribed for shall be made by
delivery at the Closing (as defined in Section 3 of the Subscription Agreement)
of cash to the Company at the address set forth below to an account specified by
the Company.

B. Communications.

     All documents and checks should be forwarded to:

                  Universal Communication Systems, Inc.
                  407 Lincoln Road, Ste 12F
                  Miami Beach, FL 33139
                  Attention:  Chief Financial Officer

          THE SHARES COMMON STOCK OF UNIVERSAL COMMUNICATION SYSTEMS, INC. HAVE
     NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS
     OF ANY STATE. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE
     SHARES DESCRIBED HEREIN.

          THE PURCHASE OF SHARES COMMON STOCK OF UNIVERSAL COMMUNICATION
     SYSTEMS, INC. INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY
     BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.

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                             SUBSCRIPTION AGREEMENT

Universal Communication Systems, Inc.
407 Lincoln Road, Ste 12F
Miami Beach, FL 33139

Gentlemen:

         The undersigned understands that Universal Communication Systems, Inc.
(the "Company"), is offering for sale up to __________ Shares of its Common
Stock, $.001 par value per share (the "Shares"), having the rights, privileges
and preferences as set forth in the Certificate of Designations (the
"Certificate") attached hereto as Exhibit A. The undersigned further understands
that the offering is being made without registration of the Shares under the
Securities Act of 1933, as amended (the "Securities Act"), and is being made
only to "accredited investors" (as defined in Rule 501 of Regulation D under the
Securities Act).

         1.   Subscription: Subject to the terms and conditions hererof and the
              provisions of the Memorandum, the undersigned hereby irrevocably
              subscribes for that number of Shares set forth in Appendix A
              hereto at a price per share of $_______, which is payable as
              described in Section 4 hereof.

         2.   Acceptance of Subscription and Issuance of Shares. It is
              understood and agreed that the Company shall have the sole right,
              at its complete discretion, to accept or reject this subscription,
              in whole or in part, for any reasons and that the same shall be
              deemed to be accepted by the Company only when it is signed by a
              duly authorized officer of the Company and delivered to the
              undersigned at the Closing referred to in Section 3 hereof.
              Notwithstanding anything in this Agreement to the contrary, the
              Company shall have no obligation to issue any of the Shares to any
              person who is a resident of a jurisdiction in which the issuance
              of Shares to him would constitute a violation of the securities,
              "blue sky" or other similar laws of such jurisdiction
              (collectively referred to as the "State Securities Laws").

         3.   The Closing. The closing of the purchase and sale of the Shares
              (the "Closing") shall take place at such time and place as the
              Company shall designate by notice to the undersigned.

         4.   Payment for Shares. Payment for the Shares shall be received by
              the Company from the undersigned by cashier's check or wire
              transfer of immediately available funds at or prior to the
              Closing, in an amount as set forth in Appendix A hereto. The
              Company shall deliver the Shares to the undersigned at the
              Closing.

         5.   Representations and Warranties of the Company. As of the Closing,
              the Company represents and warrants that:

              (a) The Company is duly incorporated, validly existing and in good
                  standing under the laws of the State of Nevada, with full
                  power and authority to conduct its business as it is currently
                  being conducted and to own its own assets; and has secured any
                  other authorizations, approvals, permits and orders required
                  by law for the conduct by the Company of its business as it is
                  currently being conducted.

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              (b) The Company has duly authorized the issuance and sale of the
                  Shares upon the terms of their offer by all requisite
                  corporate action.

              (c) The Shares, when issued and paid for, will represent validly
                  authorized, duly issued and fully paid and nonassessable
                  Shares of the Company, and the issuance thereof will not
                  conflict with the certificate of incorporation or bylaws of
                  the Company nor with any outstanding warrant, option, call,
                  preemptive right or commitment of any type relating to the
                  Company's capital stock. The Shares shall have the rights,
                  preferences and privileges set forth in the Certificate.

              (d) No representation or warranty by the Company in this
                  Agreement, and no statement by an officer of the Company
                  contained in any document, certificate or other writing
                  furnished to the undersigned in connection with the
                  transactions contemplated hereby, when taken as a whole,
                  contains any untrue statement of a material fact or omits to
                  state any material fact necessary to make statements herein or
                  therein not misleading in light of the circumstances in which
                  they are made.

         6.   Representations, Warranties and Covenants of the Undersigned. The
              undersigned hereby represents and warrants to and covenants with
              the Company and each officer, director and agent of the Company
              that:

              (a) General:

                  (i)   The undersigned has all requisite authority to enter
                        into this Agreement and to perform all the obligations
                        required to be performed by the undersigned hereunder.

                  (ii)  The undersigned is a resident of the state or country
                        set forth on the signature page hereto and is not
                        acquiring the Shares as an agent or otherwise for any
                        person.

              (b) Information Concerning the Company:

                  (i)   The undersigned has been given the opportunity to obtain
                        any information necessary to verify the accuracy of the
                        information contained in documents supplied by the
                        Company and has been furnished all such information so
                        requested.

                  (ii)  The undersigned understands that, unless he notifies the
                        Company in writing to the contrary at or before the
                        Closing, all the undersigned's representations and
                        warranties contained in this Agreement will be deemed to
                        have been reaffirmed and confirmed as of the Closing,
                        taking into account all information received by the
                        undersigned.

                  (iii) The undersigned understands that the purchase of the
                        Shares involves various risks, including those outlined
                        in this Agreement.

                  (iv)  The undersigned understands that no federal or state
                        agency has passed upon the Shares or made any finding or
                        determination concerning the fairness or advisability of
                        this investment.
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              (c) Status of the Undersigned:

                  (i)   The undersigned has such knowledge, skill and experience
                        in business, financial and investment matters so that he
                        is capable of evaluating the merits and risks of an
                        investment in the Shares. To the extent necessary, the
                        undersigned has retained, at his own expense, and relied
                        upon, appropriate professional advice regarding the
                        investment, tax and legal merits and consequences of
                        this Agreement and owning Shares.

                  (ii)  The undersigned is an "accredited investor" as defined
                        in Rule 501 (a) under the Securities Act. The
                        undersigned agrees to furnish any additional information
                        requested to assure compliance with applicable federal
                        and state securities laws in connection with the
                        purchase and sale of the Shares. The undersigned
                        acknowledges that he has completed the Accredited
                        Investor Certificate contained in Appendix B and the
                        information contained therein is complete and accurate
                        as of the date thereof and is hereby affirmed as of the
                        date hereof.

              (d) Restrictions on Transfer or Sale of Shares:

                  (i)   The undersigned is acquiring The Shares solely for his
                        own beneficial Account, for investment purposes, and not
                        with a view to, or for resale in connection with, any
                        distribution of the Shares. The undersigned understands
                        that the Shares have not been registered under the
                        Securities Act or any State Securities Laws by reason of
                        specific exemptions under the provisions thereof which
                        depend in part upon the investment intent of the
                        undersigned and of the other representations made by the
                        undersigned in this Agreement. The undersigned
                        understands that the Company is relying upon the
                        representations and agreements contained in this
                        agreement (and any supplemental information) for the
                        purpose of determining whether this transaction meets
                        the requirements for such exemptions.

                  (ii)  The undersigned understands that the Shares are
                        "restricted securities" under applicable federal
                        securities laws and that the Securities Act and the
                        rules of the Securities and Exchange Commission (the
                        "Commission") provide in substance that the undersigned
                        may dispose of the Shares only pursuant to an effective
                        registration statement under the Securities Act or an
                        exemption therefrom, and the undersigned understands
                        that the Company has no obligation or intention to
                        register any of the Shares (except for the registration
                        rights granted hereunder), or to take action so as to
                        permit sales pursuant to the Securities Act (including
                        Rule 144 thereunder). Accordingly, the undersigned
                        understands that under the Commission's rules, the
                        undersigned may dispose of the Shares principally only
                        in "private placements" which are exempt from
                        registration under the Securities Act, in which event
                        the transferee will acquire "restricted securities"
                        subject to the same limitations as in the hands of the
                        undersigned. As a consequence, the undersigned
                        understands that he must bear the economic risks of the
                        investment in the Shares for an indefinite period of
                        time.

                  (iii) The undersigned agrees: (A) that he will not sell,
                        assign, pledge, give, transfer or otherwise dispose of
                        the Shares or any interest therein, or make any offer or


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                        attempt to do any of the foregoing, except pursuant to
                        registration of the Shares, as applicable, under the
                        Securities Act and all applicable State Securities Laws
                        or in a transaction which is exempt from the
                        registration provisions of the Securities Act and all
                        applicable State Securities Laws; (B) that the
                        certificate(s) for the Shares will bear a legend making
                        reference to the foregoing restrictions; and (C) that
                        the Company and any transfer agent for the Shares shall
                        not be required to give effect to any purported transfer
                        of such shares except upon compliance with the foregoing
                        restrictions.

                  (iv)  The undersigned has not offered or sold any portion of
                        his Shares with others or of reselling or otherwise
                        disposing of any portion of his Shares either currently
                        or after the passage of a fixed or determinable period
                        of time or upon the occurrence or nonoccurrence of any
                        predetermined event or circumstance.

                  (v)   The undersigned acknowledges that neither the
                        Corporation nor any other person offered to sell the
                        Shares to it by means of any form of general
                        advertising, such as media advertising or seminars.

                  (vi)  The undersigned acknowledges that the Seller has the
                        right in its sole and Absolute discretion to abandon
                        this private placement at any time prior to the
                        completion of the offering and to return the previously
                        paid subscription price of the Shares without interest
                        thereon, to the respective subscribers.

                  (vii) The undersigned has not used any person as a "Purchaser
                        Representative" within the meaning of the SEC Regulation
                        D to represent it in determining whether it should
                        purchase the Shares.

         7.   Conditions to Obligations of the Undersigned and the Company. The
              obligations of the undersigned to purchase and pay for the number
              of Shares specified herein and of the Company to sell the Shares
              are subject to the satisfaction at or prior to the Closing of the
              following conditions precedent: the representations and warranties
              of the Company contained in Section 5 hereof and of the
              undersigned contained in Section 6 hereof shall be true and
              correct on and as of the Closing in all respects with the same
              effect as though such representations and warranties had been made
              on and as of the Closing.

         8.   Obligations Irrevocable. The obligations of the undersigned
              hereunder shall be irrevocable, except with the consent of the
              Company, until December 31, 2002.

         9.   Legend. Each certificate for Shares (sold pursuant to this
              Agreement) will be imprinted with a legend in substantially the
              following form:

         "THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR
         ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD OR TRANSFERRED OR
         OFFERED FOR SALE OR TRANSFER UNLESS A REGISTRATION STATEMENT UNDER THE
         SECURITIES ACT AND OTHER APPLICABLE SECURITIES LAWS WITH RESPECT TO
         SUCH SECURITIES IS THEN IN EFFECT, OR IN THE OPINION OF THE COUNSEL,
         SUCH REGISTRATION UNDER THE SECURITIES ACT AND OTHER APPLICABLE
         SECURITIES LAWS IS NOT REQUIRED."

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         10.  Brokers. Subscriber has not entered into any agreement to pay any
              broker's or finder's fee to any Person with respect to this
              Agreement or the transactions contemplated hereby.

         11.  Waiver, Amendment. Neither this Agreement nor any provisions
              hereof shall be modified, changed, discharged or terminated except
              by an instrument in writing, signed by the party against whom any
              waiver, charge, discharge or termination is sought.

         12.  Assignability. Neither this Agreement nor any right, remedy,
              obligation or liability arising hereunder or by reason hereof
              shall be assignable by either the Company or the undersigned
              without the prior written consent of the other party.

         13.  Applicable Law. This Agreement shall be governed by and construed
              in accordance with the laws of the State of Nevada.

         14.  Section and Other Headings. The section and other headings
              contained in this agreement are for reference purposes only and
              shall not affect the meaning or interpretation of this Agreement.

         15.  Counterparts. This Agreement may be executed in any number of
              counterparts, each of which when so executed and delivered shall
              be deemed to be an original and all of which together shall be
              deemed to be one and the same agreement.

         16.  Notices. All notices and other communications provided for herein
              shall be in writing and shall be deemed to have been duly given if
              delivered personally or sent by registered or certified mail,
              return receipt requested, postage prepaid:

              (a) If to the Company, to it at the following address:

                  Universal Communication Systems, Inc.
                  407 Lincoln Road, Ste 12F
                  Miami Beach, FL 33139
                  Attention:  Chief Financial Officer

              (b) If to the undersigned, to him at the following page hereto;

                  _____________________________
                  _____________________________
                  _____________________________

              Or at such other address as either party shall have specified by
              notice in writing to the other.

         17.  Binding Effect. The provisions of this Agreement shall be binding
              upon and accrue to the benefit of the parties hereto and their
              respective heirs, legal representatives, successors and assigns.

<PAGE>

         18.  Survival. All representations, warranties and covenants contained
              in this Agreement shall survive (i) the acceptance of the
              subscription by the Company, (ii) changes in the transactions,
              documents and instruments which are not material or which are to
              the benefit of the undersigned, and (iii) the death or disability
              of the undersigned.

         19.  Notification of Changes. The undersigned hereby covenants and
              agrees to notify the Company upon the occurrence of any event
              prior to the closing of the purchase of the Shares pursuant to
              this Agreement which would cause any representation, warranty or
              covenant of the undersigned contained in this Agreement to be
              false or incorrect.

         IN WITNESS THEREOF, the undersigned has executed this Subscription
Agreement this ________ day of ___________________ 20__.


                                            ____________________________________
                                            Signature

                                            ____________________________________
                                            Print Name

                                            ____________________________________
                                            Number and Street

                                            ____________________________________
                                            City, State and Zip

                                            ____________________________________
                                            Subscriber's Social Security Number
                                            or Tax Identification Number

                                            ____________________________________
                                            Signature of Co-owner if applicable

If Joint Ownership, check one (all parties must sign above):

(    )  Joint Tenants with Right of Survivorship     (    )  Tenants in Common

(    )  Community Property

If Fiduciary or Corporation, check one:

(    )  Trust  (    )  Estate  (    )  Power of Attorney  (    )  Corporation


                                          UNIVERSAL COMMUNICATION SYSTEMS, INC.


                                          By:___________________________________
                                                 Name: _________________________
                                                 Title:_________________________

Accepted as of ____________________________ _____

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                                   APPENDIX A

                          CONSIDERATION TO BE DELIVERED

Shares of Common Stock to be Acquired                Amount to be paid
-------------------------------------                -----------------

__________  Shares of Common Stock at
______ per share                                     _____________


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                                   APPENDIX B

                         ACCREDITED INVESTOR CERTIFICATE

         The undersigned Investor hereby certifies that he is an Accredited
Investor as that term is defined in Regulation D adopted pursuant to the
Securities Act of 1933 (the "Act"). The specific category(s) of Accredited
Investor applicable to the undersigned is checked below.

     _____    a.  An individual whose individual net worth, or joint net worth
              with that individual's spouse, exceeds $1,000,000 (including the
              value of homes, home furnishings and personal automobiles);

     _____    b.  An individual who had an individual income in excess of
              $200,000 in the previous two years or joint income with that
              person's spouse in excess of $300,000 in each of those years and
              who reasonably expects to reach the same income level in the
              current year. For purposes of this offering, individual income
              shall equal adjusted gross income, as reported in the investor's
              federal income tax return, less any income attributable to a
              spouse or to a property owned by the spouse, and as may be further
              adjusted in accordance with the rules, regulations and releases of
              the Commission;

      _____   c.  A bank as defined in Section 3 (a) (2) of the Securities Act
              of 1933, as amended (the "Act") , or a savings and loan
              association or other institution as defined in Section 3 (a) (5)
              (A) of the Act, whether acting in its individual or fiduciary
              capacity; an insurance company as defined in Section 2 (13) of the
              Act; an investment company registered under the Investment Company
              Act of 1940 (the "1940 Act") or a business development company as
              defined in Section 2 (a) (48) of the 1940 act; A Small Business
              Investment Company licensed by the U.S. Small Business
              Administration under Section 301 (c) or (d) of the Small Business
              Investment Act of 1958; or an employee benefit plan within the
              meaning of Title I of the Employee Retirement Income Security Act
              of 1974 ("ERISA"), if the investment decision is made by a plan
              fiduciary, as defined in Section 3 (21) of ERISA, which is either
              a bank, savings and loan association, insurance company or
              registered investment advisor, or if the employee benefit plan has
              total assets in excess of $5,000,000 or if a self-directed plan,
              with investment decisions made solely by persons that are
              accredited investors;

      _____   d.  Private business development company as defined in Section
              202 (a) (22) of the Investment Advisers Act of 1940;

     _____    e.  An organization described in Section 501 (c) (3) of the
              Internal Revenue Code, corporation, Massachusetts or similar
              business trust, or partnership, not formed for the specific
              purpose of acquiring the Shares, with total assets in excess of
              $5,000,000;

<PAGE>

      _____   f.  An individual who is a director or executive officer of the
                  Company; or

      _____   g.  An entity in which all of the equity owners are accredited
              investors as set forth above.

              IN WITNESS WHEREOF, the undersigned has executed this Accredited
         Investor Certificate this __________ day of ____________________, ____.


                                             ___________________________________
                                             Signature

                                             ___________________________________
                                             Printed Name