Common use of Independent Nature of Subscribers Clause in Contracts

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.

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 other 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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.

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 (including, but not limited to, the (i) inclusion of a Subscriber in the SB-2 Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.

Independent Nature of Subscribers. The Company acknowledges that the obligations of each the Subscriber under the Transaction Documents are several and not joint with the obligations of any other Subscriber who is also purchasing Securities in the transaction (collectively, with the Subscriber, referred to as the “Subscribers”), and no Subscriber none of the Subscribers shall be responsible in any way for the performance of the obligations of any of the other Subscriber Subscribers under the Transaction Documents. The Company acknowledges that each Subscriber has represented that the decision of each Subscriber of the Subscribers to purchase Securities has been made by each of such Subscriber Subscribers independently of any of the other Subscriber Subscribers 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 of the other Subscriber Subscribers or by any agent or employee of any of the other SubscriberSubscribers, and no Subscriber none of the Subscribers or any of its agents or employees shall have any liability to any Subscriber of the Subscribers (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 of the Subscribers pursuant hereto or thereto (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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 of the Subscribers 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 of the other Subscriber Subscribers to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that it has elected to provide all of the 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.

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement a registration statement and (ii) review by, and consent to, such Registration Statement registration statement by a Subscriber) 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.

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 other 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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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 the 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.

Independent Nature of Subscribers. The Company acknowledges that the obligations of each the Subscriber under the Transaction Documents are several and not joint with the obligations of any other Subscriber who is also purchasing Securities in the transaction (collectively, with the Subscriber, referred to as the "Subscribers"), and no Subscriber none of the Subscribers shall be responsible in any way for the performance of the obligations of any of the other Subscriber Subscribers under the Transaction Documents. The Company acknowledges that each Subscriber has represented that the decision of each Subscriber of the Subscribers to purchase Securities Units has been made by each of such Subscriber Subscribers independently of any of the other Subscriber Subscribers 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 of the other Subscriber Subscribers or by any agent or employee of any of the other SubscriberSubscribers, and no Subscriber none of the Subscribers or any of its agents or employees shall have any liability to any Subscriber of the Subscribers (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 of the Subscribers pursuant hereto or thereto (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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 of the Subscribers 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 of the other Subscriber Subscribers to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that it has elected to provide all of the 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.

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. [THIS SPACE INTENTIONALLY LEFT BLANK]

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 o 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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. [THIS SPACE INTENTIONALLY LEFT BLANK]

Independent Nature of Subscribers. The Company acknowledges that the obligations of each Subscriber under the Transaction Documents hereunder 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 Documentshereunder. The Company acknowledges that each Subscriber has represented that the decision of each Subscriber to purchase Securities the Units has been made by such Subscriber independently of any other Subscriber and independently of any information, materials, statements 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 that 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 statements, or opinions. The Company acknowledges that nothing contained in any Transaction Documentherein, and no action taken by any Subscriber pursuant hereto or thereto (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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 Documentshereby. The Company acknowledges that each Subscriber shall be entitled to independently protect and enforce its rightsrights independently, including without limitation, the rights arising out of the Transaction Documentsherein, 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 form of Subscription Agreement 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 hereto 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 hereto or the transactions contemplated therebyhereby.

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, operations or 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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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 (subject to the required voting or other percentages reflected in the applicable 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.

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 (including, but not limited to, the (i) inclusion of a Subscriber in the SB-2 Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. [THIS SPACE INTENTIONALLY LEFT BLANK]

Independent Nature of Subscribers. The Company acknowledges that the obligations of each Subscriber under the Transaction Documents this Agreement 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 Documentsthis Agreement. 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 or other person of entity 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 other 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 Documentthis Agreement, and no action taken by any Subscriber pursuant hereto or thereto (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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 Documentsthis Agreement. 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 Documentsthis Agreement, 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 and each Subscriber acknowledges that it has elected to provide all Subscribers with the same terms and Transaction Documents this Agreement 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 this Agreement 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 this Agreement uments or the transactions contemplated therebyhereby.

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 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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. [THIS SPACE INTENTIONALLY LEFT BLANK] Signature Page for Individuals:

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. [THIS SPACE INTENTIONALLY LEFT BLANK] Signature Page for Individuals:

Independent Nature of Subscribers. The Company acknowledges that the obligations of each Subscriber under the Transaction Documents this Agreement 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 Documentsthis Agreement. 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 or other person of entity 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 other 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 Documentthis Agreement, and no action taken by any Subscriber pursuant hereto or thereto (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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 Documentsthis Agreement. 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 Documentsthis Agreement, 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 and each Subscriber acknowledges that it has elected to provide all Subscribers with the same terms and Transaction Documents this Agreement 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 this Agreement 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 this Agreement or the transactions contemplated therebyhereby.

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. [THIS SPACE INTENTIONALLY LEFT BLANK] 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. VALCENT PRODUCTS INC. an Alberta, Canada corporation By: _________________________________ Name: Xxxxxxx X. Xxxx Title: President Dated: July _____, 2005 SUBSCRIBER NOTE PRINCIPAL _____________________________________ (Signature) By: $

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 an 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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement Statement, and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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 Subscribes with the same terms and Transaction Documents for the convenience of the Company and not because the Company was required or requested to do so by b y 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.

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. [THIS SPACE INTENTIONALLY LEFT BLANK] SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (A) 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. VALCENT PRODUCTS INC. an Alberta, Canada corporation By:_________________________________ Name: Xxxxxxx X. Xxxx Title: President Dated: July _____, 2005 SUBSCRIBER NOTE PRINCIPAL ALPHA CAPITAL AKTIENGESELLSCHAFT Pradafant 7 9490 Furstentums Vaduz, Lichtenstein Fax: 000-00-00000000 _____________________________________ (Signature) By: $200,000.00 SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (B) 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. VALCENT PRODUCTS INC. an Alberta, Canada corporation By:_________________________________ Name: Xxxxxxx X. Xxxx Title: President Dated: July _____, 2005 SUBSCRIBER NOTE PRINCIPAL PLATINUM PARTNERS GLOBAL MACRO FUND, LP Attn: Xxxx Xxxxxxxxx 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Fax: (000) 000-0000 _____________________________________ (Signature) By: $250,000.00 SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (C) 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. VALCENT PRODUCTS INC. an Alberta, Canada corporation By:_________________________________ Name: Xxxxxxx X. Xxxx Title: President Dated: July _____, 2005 SUBSCRIBER NOTE PRINCIPAL XXXXX X. XXXX 0000 Xxxxxxx Xxxxxx Xxxxxxx, XX 00000 Fax: (000) 000-0000 _____________________________________ (Signature) $10,000.00

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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)

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 SubscriberSubscribers, and no Subscriber shall not be responsible in any way for the performance of the obligations of any other Subscriber under the Transaction DocumentsSubscribers. 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 Subscribers 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 Subscribers or by any agent or employee of any other SubscriberSubscribers, and no neither Subscriber or nor any of its agents or employees shall have any liability to any Subscriber other Subscribers (or any person other personthan the Company) 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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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 Documentsthis Agreement or similar agreements entered into with other Subscribers. 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 Subscribers 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 SubscribersSubscriber. 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.

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 DocumentsDocument. 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 other 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 (includingthereto, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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 Each Subscriber acknowledges that each no other Subscriber shall has acted as agent for such Subscriber in connection with such Subscriber making its investment hereunder and that no other Subscriber will be entitled to independently protect and enforce acting as agent of such Subscriber in connection with monitoring such Subscriber’s investment in the Securities or enforcing its rights, including without limitation, the rights arising out of under the Transaction Documents. Each Subscriber confirms that such Subscriber has independently participated with, or had the right and it shall not be necessary for any other Subscriber opportunity to be joined as an additional party participate with, the Company in any proceeding for such purposethe negotiation of the transaction contemplated hereby with the advice of its own counsel and advisors. 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 the 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.

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. 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. SOUTH TEXAS OIL COMPANY a Nevada corporation By:_________________________________ Name: Xxxxxx Xxxxxxxx Title: President Dated: July _____, 2005

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (A) 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. BIOELECTRONICS CORPORATION a Maryland corporation By: /s/ Axxxxx X. Xxxxxx Name: Axxxxx X. Xxxxxx Title: President Dated: December 8, 2005 SUBSCRIBER INITIAL CLOSING SECOND CLOSING NOTE PRINCIPAL NOTE PRINCIPAL ALPHA CAPITAL AKTIENGESELLSCHAFT $400,000.00 $133,334.00 Pxxxxxxxx 0 0000 Xxxxxxxxxxx Vaduz, Lichtenstein Fax: 000-00-00000000 /s/ Kxxxxx Xxxxxxxx (Signature) By: Kxxxxx Xxxxxxxx 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. BIOELECTRONICS CORPORATION a Maryland corporation By: /s/ Axxxxx X. Xxxxxx Name: Axxxxx X. Xxxxxx Title: President Dated: December 8, 2005 SUBSCRIBER INITIAL CLOSING SECOND CLOSING NOTE PRINCIPAL NOTE PRINCIPAL WHALEHAVEN CAPITAL FUND LIMITED $250,000.00 $83,333.00 3xx Xxxxx, 00 Xxx-Xxxxxxx Xxxx Xxxxxxxx, Xxxxxxx XX00 Fax: (000) 000-0000 /s/ Exxx Xxxxxxxxxxx (Signature) By: Exxx Xxxxxxxxxxx, Director 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. BIOELECTRONICS CORPORATION a Maryland corporation By: /s/ Axxxxx X. Xxxxxx Name: Axxxxx X. Xxxxxx Title: President Dated: December 8, 2005 SUBSCRIBER INITIAL CLOSING SECOND CLOSING NOTE PRINCIPAL NOTE PRINCIPAL HARBORVIEW MASTER FUND LP $100,000.00 $33,333.00 800 Xxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, XX 00000 Fax: (000) 000-0000 /s/ (Signature) By: Navigator Mangement Ltd. Title: Authorized Signatory LIST OF EXHIBITS AND SCHEDULES Exhibit A Form of Note Exhibit B1 Form of Class A Warrant Exhibit B2 Form of Class B Warrant Exhibit C Escrow Agreement Exhibit D Form of Security Agreement Exhibit E Form of Collateral Agent Agreement Exhibit F Form of Legal Opinion Exhibit G Form of Form 8-K or Public Announcement Exhibit H Form of Limited Standstill Agreement Schedule 5(d) Additional Issuances / Capitalization Schedule 5(f) Piggy Back Registration Rights Schedule 5(h) Litigation Schedule 5(q) Undisclosed Liabilities Schedule 8 Broker Schedule 9(e) Use of Proceeds Schedule 9.1(q) Limited Standstill Providers EXHIBIT H LIMITED STANDSTILL AGREEMENT This AGREEMENT (the "Agreement") is made as of the ___ day of December, 2005, by the signatories hereto (each a "Holder"), in connection with his ownership of shares of BioElectronics Corporation, a Maryland corporation (the "Company").

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. 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. SIVAULT SYSTEMS, INC. a Nevada corporation By:_________________________________ Name: Title: Dated: November _____, 2004 --------------------------------------------------------- -------------------------------- ---------------------------------- SUBSCRIBER INITIAL CLOSING NOTE (INITIAL SECOND CLOSING NOTE (SECOND CLOSING PURCHASE PRICE) CLOSING PURCHASE PRICE) --------------------------------------------------------- -------------------------------- ---------------------------------- LONGVIEW EQUITY FUND, LP San Francisco, CA 94111 Fax: (415) 981-5300 -------------------------------------- (Xxxxxture) Xx: Xxxxx X. Xoleson, Investment Advisor --------------------------------------------------------- -------------------------------- ---------------------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (B) 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. SIVAULT SYSTEMS, INC. a Nevada corporation By:_________________________________ Name: Title: Dated: November _____, 2004 --------------------------------------------------------- -------------------------------- ---------------------------------- SUBSCRIBER INITIAL CLOSING NOTE (INITIAL SECOND CLOSING NOTE (SECOND CLOSING PURCHASE PRICE) CLOSING PURCHASE PRICE) --------------------------------------------------------- -------------------------------- ---------------------------------- LONGVIEW FUND, LP 600 Montgomery Street, 44th Floor San Francisco, CA 94111 Fax: (415) 000-0000 -------------------------------------- (Signature) Xx: X. Xxxxxxx Rudolph, Investment Advisor --------------------------------------------------------- -------------------------------- ---------------------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (C) 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. SIVAULT SYSTEMS, INC. a Nevada corporation By:_________________________________ Name: Title: Dated: November _____, 2004 --------------------------------------------------------- -------------------------------- ---------------------------------- SUBSCRIBER INITIAL CLOSING NOTE (INITIAL SECOND CLOSING NOTE (SECOND CLOSING PURCHASE PRICE) CLOSING PURCHASE PRICE) --------------------------------------------------------- -------------------------------- ---------------------------------- LONGVIEW INTERNATIONAL EQUITY FUND, LP 600 Montgomery Street, 44th Floor San Francisco, CA 94111 Fax: (415) 000-0000 -------------------------------------- (Signature) Xx: Xxxxx X. Xoleson, Investment Advisor --------------------------------------------------------- -------------------------------- ---------------------------------- LIST OF EXHIBITS AND SCHEDULES ------------------------------ Exhibit A Form of A Warrant Exhibit B Escrow Agreement Exhibit C Form of Legal Opinion Exhibit D Form of Public Announcement or Form 8-K Exhibit E Shares Escrow Agreement Exhibit F Limited Standstill Agreement Exhibit G Security Agreement (Company) Exhibit H Security Agreement (Subsidiary) Exhibit I Subsidiary Guaranty Exhibit J Collateral Agent Agreement Schedule 5(d) Disclosure Schedule Schedule 5(d)(cont'd) Options, Warrants or Rights Schedule 5(q) Undisclosed Liabilities Schedule 5(s) Capitalization Schedule 9.1(e) Use of Proceeds Schedule 9.1(q) Limited Standstill Providers Schedule 11.1 Other Securities to be Registered

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. Remainder of Page Intentionally Omitted; Signature Pages to Follow

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. [THIS SPACE INTENTIONALLY LEFT BLANK] 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. GTC TELECOM CORP. a Nevada corporation By: /s/ S. Xxxx Xxxxxx Name: S. Xxxx Xxxxxx Title: CEO Dated: May 23, 2005 SUBSCRIBER NOTE PAYMENT INITIAL CLASS A CLASS B PRINCIPAL AFTER SHARES WARRANTS WARRANTS ORIGINAL ISSUE DISCOUNT ALPHA CAPITAL $352,941.00 $300,000.00 705,882 2,117,646 1,764,705 AKTIENGESELLSCHAFT Xxxxxxxxx 0 0000 Xxxxxxxxxxx Xxxxx, Lichtenstein Fax: 000-00-00000000 /s/ Signature illegible (Signature) By: SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (B) 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. GTC TELECOM CORP. a Nevada corporation By: /s/ S. Xxxx Xxxxxx Name: S. Xxxx Xxxxxx Title: CEO Dated: May 23, 2005 SUBSCRIBER NOTE PAYMENT INITIAL CLASS A CLASS B PRINCIPAL AFTER SHARES WARRANTS WARRANTS ORIGINAL ISSUE DISCOUNT DCOFI MASTER LDC $352,941.00 $300,000.00 705,882 2,117,646 1,764,705 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Fax: (000) 000-0000 /s/Xxxxxxx X. Xxxx (Signature) By: Xxxxxxx X. Xxxx Authorized Signatory SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (C) 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. GTC TELECOM CORP. a Nevada corporation By: /s/ S. Xxxx Xxxxxx Name: S. Xxxx Xxxxxx Title: CEO Dated: May 23, 2005 SUBSCRIBER NOTE PAYMENT INITIAL CLASS A CLASS B PRINCIPAL AFTER SHARES WARRANTS WARRANTS ORIGINAL ISSUE DISCOUNT SCG CAPITAL, LLC $147,059.00 $125,000.00 294,118 882,354 735,295 00000 Xxxxxxxx Xxxxxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 Attn: Xxxxxx Xxxxxx, President Fax: (000) 000-0000 /s/ Xxxxxx Xxxxxx (Signature) By: Xxxxxx Xxxxxx 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. GTC TELECOM CORP. a Nevada corporation By: /s/ S. Xxxx Xxxxxx Name: S. Xxxx Xxxxxx Title: CEO Dated: May 23, 2005 SUBSCRIBER NOTE PAYMENT INITIAL CLASS A CLASS B PRINCIPAL AFTER SHARES WARRANTS WARRANTS ORIGINAL ISSUE DISCOUNT SILVER OAK INVESTMENTS, INC. $176,470.00 $150,000.00 352,940 1,058,820 882,350 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, XX 00000 Fax: (000) 000-0000 /s/ Xxxxx Xxxx (Signature) By: Xxxxx Xxxx GTC TELECOM CORP. a Nevada corporation By: /s/ S. Xxxx Xxxxxx Name: S. Xxxx Xxxxxx Title: CEO Dated: May 23, 2005 SUBSCRIBER NOTE PAYMENT INITIAL CLASS A CLASS B PRINCIPAL AFTER SHARES WARRANTS WARRANTS ORIGINAL ISSUE DISCOUNT XXXXX INTERNATIONAL LTD. $58,824.00 $50,000.00 117,648 352,944 294,120 53rd Street Xxxxxxxxxxxx Xxxxxxx Xxxxx Xxxxx, 00xx Xxxxx, Xxxxxx Xxxxxxxx of Panama Fax: (000) 000-0000 /s/ Xxxxxxx Xxxxx (Signature) By: Xxxxxxx Xxxxx, Officer LIST OF EXHIBITS AND SCHEDULES Exhibit A1 Form of Class A Warrant Exhibit A2 Form of Class B Warrant Exhibit B Escrow Agreement Exhibit C1 Security Agreement (Company) Exhibit C2 Security Agreement (Subsidiary) Exhibit D Collateral Agent Agreement Exhibit E Form of Legal Opinion Exhibit F Form of Public Announcement or Form 8-K Exhibit G Form of Limited Standstill Agreement Schedule 5(a) Subsidiaries Schedule 5(d) Additional Issuances / Capitalization Schedule 5(q) Undisclosed Liabilities Schedule 8 Broker Schedule 9(e) Use of Proceeds Schedule 9(q) Providers of Limited Standstill Agreements Schedule 11.1 Other Securities to be Registered

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 (including, but not limited to, the (i) inclusion of a Subscriber in the SB-2 Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. [THIS SPACE INTENTIONALLY LEFT BLANK] SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (A) 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. INNOVATIVE FOOD HOLDINGS, INC. a Florida corporation By: Name: Jxx Xxxxxxxx Title: CEO & President Dated: February _____, 2005 SUBSCRIBER INITIAL CLOSING PURCHASE PRICE SECOND CLOSING PURCHASE PRICE ALPHA CAPITAL AKTIENGESELLSCHAFT Pradafant 7 9490 Furstentums Vaduz, Lichtenstein Fax: 000-00-00000000 ___________________________ (Signature) By: $ 350,000.00 $ 120,000.00 SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (B) 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. INNOVATIVE FOOD HOLDINGS, INC. a Florida corporation By: Name: Jxx Xxxxxxxx Title: CEO & President Dated: February _____, 2005 SUBSCRIBER INITIAL CLOSING PURCHASE PRICE SECOND CLOSING PURCHASE PRICE WHALEHAVEN CAPITAL FUND LIMITED 3xx Xxxxx, 00 Xxx-Xxxxxxx Xxxx Xxxxxxxx, Xxxxxxx HM08 Fax: (000) 000-0000 ___________________________ (Signature) By: $ 50,000.00 $ 30,000.00

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. [THIS SPACE INTENTIONALLY LEFT BLANK] 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. TREND MINING COMPANY a Delaware corporation By:__________________________________ Name: Thomas Loucks Tixxx: Xxxxxxxxt & CEO Dated: January _____, 2005 --------------------------------------------------------- ------------------ -------------------- -------------------- SUBSCRIBER NOTE PRINCIPAL CLASS A CLASS B WARRANTS WARRANTS --------------------------------------------------------- ------------------ -------------------- -------------------- LONGVIEW EQUITY FUND, LP $250,000.00 333,333 416,667 600 Montgomery Street, 44th Floor San Francisco, CA 94111 Fax: (415) 000-0000 -------------------------------------- (Signature) Bx: Xxxxx X. Xxleson, Investment Advisor --------------------------------------------------------- ------------------ -------------------- -------------------- SUBSCRIBER NOTE PRINCIPAL CLASS A CLASS B WARRANTS WARRANTS --------------------------------------------------------- ------------------ -------------------- -------------------- LONGVIEW FUND, LP $400,000.00 533,333 666,667 600 Montgomery Street, 44th Floor ($150,000 - Xxx Xxxxxxxxx, CA 94111 cancellatixx xx Xxx: (000) 000-0000 12/8/04 Note anx $250,000 cash) -------------------------------------- (Signature) By: S. Michael Rudolph, Investment Advisor --------------------------------------------------------- ------------------ -------------------- -------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (B) 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. TREND MINING COMPANY a Delaware corporation By:__________________________________ Name: Thomas Loucks Tixxx: Xxxxxxxxt & CEO Dated: January _____, 2005 --------------------------------------------------------- ------------------ -------------------- -------------------- SUBSCRIBER NOTE PRINCIPAL CLASS A CLASS B WARRANTS WARRANTS --------------------------------------------------------- ------------------ -------------------- -------------------- LONGVIEW INTERNATIONAL EQUITY FUND, LP $150,000.00 200,000 250,000 600 Montgomery Street, 44th Floor San Francisco, CA 94111 Fax: (415) 000-0000 -------------------------------------- (Signature) Bx: Xxxxx X. Xxleson, Investment Advisor --------------------------------------------------------- ------------------ -------------------- -------------------- SUBSCRIBER NOTE PRINCIPAL CLASS A CLASS B WARRANTS WARRANTS --------------------------------------------------------- ------------------ -------------------- -------------------- CAMDEN INTERNATIONAL $250,000.00 333,333 416,667 Charlotte House, Charlotte Street ($100,000 - X.X. Xxx X 0000 xxxxxxxxxxxx xx Nassau, Bahamas 12/8/04 Note and Fax: 415-835-8320 $150,000 cash) -------------------------------------- (Xxxxxxxxx) By: --------------------------------------------------------- ------------------ -------------------- -------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (C) 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. TREND MINING COMPANY a Delaware corporation By:__________________________________ Name: Thomas Loucks Tixxx: Xxxxxxxxt & CEO Dated: January _____, 2005 --------------------------------------------------------- ------------------ -------------------- -------------------- SUBSCRIBER NOTE PRINCIPAL CLASS A CLASS B WARRANTS WARRANTS --------------------------------------------------------- ------------------ -------------------- -------------------- ALPHA CAPITAL AKTIENGESELLSCHAFT $250,000.00 333,333 416,667 Pradafant 7 9490 Furstentums Vaduz, Lichtenstein Fax: 011-42-32323190 -------------------------------------- (Signature) Xx: LIST OF EXHIBITS AND SCHEDULES Attachment 1 Disclosure Schedule Exhibit A 1 Form of Class A Warrant Exhibit A 2 Form of Class B Warrant Exhibit B Escrow Agreement Exhibit C Security Agreement Exhibit D Collateral Agent Agreement Exhibit E Form of Legal Opinion Exhibit F Form of Public Announcement or Form 8-K Exhibit G Limited Standstill Agreement Schedule 5(d) Additional Issuances Schedule 5(s) Capitalization Schedule 9.1(e) Use of Proceeds Schedule 9.1(q) Limited Standstill Providers

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. [THIS SPACE INTENTIONALLY LEFT BLANK] 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. FAMILY ROOM ENTERTAINMENT CORPORATION a New Mexico corporation By:_________________________________ Name: Xxxxxx Xxxxx Title: President & CEO Dated: November _____, 2004 SUBSCRIBER NOTE PRINCIPAL CLASS A WARRANTS CLASS B WARRANTS LONGVIEW EQUITY FUND, LP 000 Xxxxxxxxxx Xxxxxx, 44th Floor San Francisco, CA 94111 Fax: (000) 000-0000 ______________________________________ (Signature) By: Xxxxx X. Xxxxxxx, Investment Advisor $700,000 2,333,333 5,833,333 SUBSCRIBER NOTE PRINCIPAL CLASS A WARRANTS CLASS B WARRANTS LONGVIEW FUND, LP 000 Xxxxxxxxxx Xxxxxx, 44th Floor San Francisco, CA 94111 Fax: (000) 000-0000 ______________________________________ (Signature) By: S. Xxxxxxx Xxxxxxx, Investment Advisor $350,000 1,166,667 2,916,667

Independent Nature of Subscribers. The Company acknowledges that the obligations of each the Subscriber under the Transaction Documents are several and not joint with the obligations of any other Other Subscriber, and no the Subscriber shall not be responsible in any way for the performance of the obligations of any other Other Subscriber under the Transaction Documents. The Company acknowledges that each Subscriber has represented that the decision of each the Subscriber to purchase Securities securities pursuant to this Agreement has been made by such the Subscriber independently of any other 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 or of its Subsidiaries which may have been made or given by any other Other Subscriber or by any agent or employee of any other Other Subscriber, and no neither the Subscriber or nor any of its agents or employees shall have any liability to any Other Subscriber (or any other person) relating to or arising from any such information, materials, statements or opinions. The Company acknowledges that nothing contained herein, or in any Transaction Document, and no action taken by any the Subscriber pursuant hereto or thereto (includingthereto, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) shall be deemed to constitute the Subscribers Subscriber as being in a partnership, an association, a joint venture or any other kind of entityentity with any Other Subscriber or any other person, or create a presumption that the Subscribers are Subscriber is in any way acting in concert or as a group with any other person with respect to such obligations or the transactions contemplated by the Transaction Documents. The Company acknowledges that each the Subscriber shall be entitled to independently protect and enforce its the Subscriber’s rights, including including, without limitation, the rights arising out of this Agreement or out of the other Transaction Documents, and it shall not be necessary for any other 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.

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. [THIS SPACE INTENTIONALLY LEFT BLANK] 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. AIRTRAX INC. a New Jersey corporation By:/s/ Xxxxx Xxxxx --------------- Name: Xxxxx Xxxxx Title: President and CEO Dated: February 11, 2005 ---------------------------------------- -------------------- -------------------- ------------------- SUBSCRIBER NOTE PRINCIPAL CLASS A CLASS B WARRANTS WARRANTS ---------------------------------------- -------------------- -------------------- ------------------- XXXXXXXXXXX LIMITED PARTNERSHIP $200,000.00 00 Xxxxxx Xxxxxx Xxxxxx Toronto, Ontario M5R 1B2, Canada Fax: (000) 000-0000

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 (including, but not limited to, the (i) inclusion of a Subscriber in the SB-2 Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. [THIS SPACE INTENTIONALLY LEFT BLANK] 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. BRAVO! FOODS INTERNATIONAL CORP. a Delaware corporation By:________________________________ Name: Roy Warren Title: CEO Dated: January _____, 2005 -------------------------------------------------------------------------------- SUBSCRIBER INITIAL CLOSING NOTE SECOND CLOSING NOTE (INITIAL CLOSING (SECOND CLOSING PURCHASE PRICE) PURCHASE PRICE) ------------------------------------- --------------------- -------------------- ALPHA CAPITAL AKTIENGESELLSCHAFT $250,000.00 $250,000.00 Pradafant 7 9490 Furstentums Xxxxx, Xxxxxxxxxxxx Xxx: 000-00-00323196 ------------------------------------- (Signature) ------------------------------------- Print Name and Title -------------------------------------------------------------------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (B) 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. BRAVO! FOODS INTERNATIONAL CORP. a Delaware corporation By:________________________________ Name: Roy Warren Title: CEO Dated: January _____, 2005 -------------------------------------------------------------------------------- SUBSCRIBER INITIAL CLOSING NOTE SECOND CLOSING NOTE (INITIAL CLOSING (SECOND CLOSING PURCHASE PRICE) PURCHASE PRICE) ------------------------------------- --------------------- -------------------- LONGVIEW FUND, LP $250,000.00 $250,000.00 600 Montgomery Street, 44th Fxxxx Xxx Xxxxxxxxx, CA 94111 Fax: (415) 981-5300 ------------------------------------ (Signature) By: S. Michael Rudolph, Investment Axxxxxx -------------------------------------------------------------------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (C) 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. BRAVO! FOODS INTERNATIONAL CORP. a Delaware corporation By:________________________________ Name: Roy Warren Title: CEO Dated: January _____, 2005 -------------------------------------------------------------------------------- SUBSCRIBER INITIAL CLOSING NOTE SECOND CLOSING NOTE (INITIAL CLOSING (SECOND CLOSING PURCHASE PRICE) PURCHASE PRICE) ------------------------------------- --------------------- -------------------- LONGVIEW EQUITY FUND, LP $375,000.00 $375,000.00 600 Montgomery Street, 44th Fxxxx Xxx Xxxxxxxxx, CA 94111 Fax: (415) 981-5300 ------------------------------------ (Signature) By: Wayne H. Coleson, Investment Xxxxxxx -------------------------------------------------------------------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (D) 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. BRAVO! FOODS INTERNATIONAL CORP. a Delaware corporation By:________________________________ Name: Roy Warren Title: CEO Dated: January _____, 2005 -------------------------------------------------------------------------------- SUBSCRIBER INITIAL CLOSING NOTE SECOND CLOSING NOTE (INITIAL CLOSING (SECOND CLOSING PURCHASE PRICE) PURCHASE PRICE) -------------------------------------- --------------------- ------------------- LONGVIEW INTERNATIONAL EQUITY FUND, LP $125,000.00 $125,000.00 600 Montgomery Street, 44th Fxxxx Xxx Xxxxxxxxx, CA 94111 Fax: (415) 981-5300 -------------------------------------- (Signature) By: Wayne H. Coleson, Investment Xxxxxxx -------------------------------------------------------------------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (E) 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. BRAVO! FOODS INTERNATIONAL CORP. a Delaware corporation By:________________________________ Name: Roy Warren Title: CEO Dated: January _____, 2005 -------------------------------------------------------------------------------- SUBSCRIBER INITIAL CLOSING NOTE SECOND CLOSING NOTE (INITIAL CLOSING (SECOND CLOSING PURCHASE PRICE) PURCHASE PRICE) ------------------------------------- --------------------- -------------------- WHALEHAVEN CAPITAL FUND LIMITED $150,000.00 $150,000.00 3rd Floor, 14 Par-Laville Roax Xxxxxxxx, Xxxxxxx XX00 Xxx: (000) 000-0000 ------------------------------------ (Signature) By: -------------------------------------------------------------------------------- LIST OF EXHIBITS AND SCHEDULES Exhibit A Form of A Warrant Exhibit B Escrow Agreement Exhibit C Form of Legal Opinion Exhibit D Form of Public Announcement or Form 8-K Schedule 5(d) Additional Issuances Schedule 5(e) Due Incorporation / Qualification of Business Exceptions Schedule 5(q) Undisclosed Liabilities Schedule 5(s) Capitalization Schedule 8 Due Diligence Fee Schedule 9(e) Use of Proceeds Schedule 11.1 Other Securities to be Registered SCHEDULE 8 DUE DILIGENCE FEE Recipient of Due Diligence Fee:

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 (including, but not limited to, the (i) inclusion of a Subscriber in the SB-2 Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. [THIS SPACE INTENTIONALLY LEFT BLANK] SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (A) 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. INNOVATIVE FOOD HOLDINGS, INC. a Florida corporation By: Name: Xxx Xxxxxxxx Title: CEO & President Dated: February _____, 2005 SUBSCRIBER INITIAL CLOSING PURCHASE PRICE SECOND CLOSING PURCHASE PRICE ALPHA CAPITAL AKTIENGESELLSCHAFT Pradafant 7 9490 Furstentums Vaduz, Lichtenstein Fax: 000-00-00000000 ___________________________ (Signature) By: $350,000.00 $120,000.00

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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) 39 [THIS SPACE INTENTIONALLY LEFT BLANK] (Subscription Agreement) 40

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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. [THIS SPACE INTENTIONALLY LEFT BLANK] (Subscription Agreement) 29 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. COMPANY: VOIP, INC. a Texas corporation By: /s/ Steven Ivester ----------------------------------------- Steven Ivester, CEO SUBSCRIBERS: /s/ Stonestreet Limited Partnership ----------------------------------------- /s/ Whalehaven Capital Fund Ltd. ----------------------------------------- /s/ Ellis International Ltd. ----------------------------------------- /s/ Bristol Investment Fund, Ltd. ----------------------------------------- /s/ Alpha Capital Aktiengesellschaft ----------------------------------------- (Subscription Agreement) 30 LIST OF EXHIBITS AND SCHEDULES Exhibit A1 Form of Class C Warrant Exhibit A2 Form of Class D Warrant Exhibit B Escrow Agreement Exhibit C1 Security Agreement (Company) Exhibit C2 Security Agreement (Subsidiary) Exhibit D Collateral Agent Agreement Exhibit E Form of Legal Opinion Exhibit F Form of Public Announcement or Form 8-K Exhibit G Form of Limited Standstill Agreement Schedule 5(a) Subsidiaries Schedule 5(d) Additional Issuances / Capitalization Schedule 5(q) Undisclosed Liabilities Schedule 8(a) Finder Schedule 9(e) Use of Proceeds Schedule 9(q) Providers of Limited Standstill Agreements Schedule 11.1 Other Securities to be Registered EXHIBIT G LIMITED STANDSTILL AGREEMENT This AGREEMENT (the "Agreement") is made as of the 5th day of July, 2005, by the signatories hereto (each a "Holder"), in connection with his ownership of shares of VoIP, Inc., a Texas corporation (the "Company").

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.

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 will 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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (iiregistration statement) review by, and consent to, such Registration Statement by a Subscriber) shall will be deemed to constitute the Subscribers as a partnership, an association, a joint venture or any other kind of entityventure, 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 will be entitled to independently protect and enforce its rights, including without limitation, the rights arising out of the Transaction Documents, and it shall will 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 the 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.

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. [THIS SPACE INTENTIONALLY LEFT BLANK] 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. VALCENT PRODUCTS INC. an Alberta, Canada corporation By:_________________________________ Name: Dxxxxxx X. Xxxx Title: President Dated: July _____, 2005 SUBSCRIBER NOTE PRINCIPAL _____________________________________ (Signature) By: $

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (A) -------------------------------------------- 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. SVC FINANCIAL SERVICES, INC. a Colorado corporation By:_________________________________ Name: Christopher Haigh Title: President and CEO Dated: September __, 2005 ----------------------------------------------------------------------------- SUBSCRIBER INITIAL CLOSING NOTE SECOND CLOSING NOTE PRINCIPAL PRINCIPAL ----------------------------------------------------------------------------- ALPHA CAPITAL AKTIENGESELLSCHAFT $375,000.00 $375,000.00 Pradafant 7 9490 Furstentums Xxxxx, Xxxxxxxxxxxx Xxx: 000-00-00323196 --------------------------------- (Signature) By: ----------------------------------------------------------------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (B) -------------------------------------------- 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. SVC FINANCIAL SERVICES, INC. a Colorado corporation By:_________________________________ Name: Christopher Haigh Title: President and CEO Dated: September __, 2005 ----------------------------------------------------------------------------- SUBSCRIBER INITIAL CLOSING NOTE SECOND CLOSING NOTE PRINCIPAL PRINCIPAL -------------------------------- --------------------- ---------------------- WHALEHAVEN CAPITAL FUND LIMITED $375,000.00 $375,000.00 3rd Floor, 14 Par-Laville Roax Xxxxxxxx, Xxxxxxx XX00 Xxx: (000) 000-1373 -------------------------------- (Signature) By: ----------------------------------------------------------------------------- LIST OF EXHIBITS AND SCHEDULES ------------------------------ Exhibit A Form of Note Exhibit B Form of Warrant Exhibit C Escrow Agreement Exhibit D Form of Security Agreement Exhibit E Form of Guaranty Agreement Exhibit F Form of Collateral Agent Agreement Exhibit G Form of Legal Opinion Exhibit H Form of Form 8-K or Public Announcement Exhibit I Form of Limited Standstill Agreement Schedule 1(c) Second Closing Milestone Schedule 5(a) Subsidiaries Schedule 5(d) Additional Issuances / Capitalization Schedule 5(q) Undisclosed Liabilities Schedule 9(e) Use of Proceeds EXHIBIT I LIMITED STANDSTILL AGREEMENT This AGREEMENT (the "Agreement") is made as of the ___ day of September, 2005, by the signatories hereto (each a "Holder"), in connection with his ownership of shares of SVC Financial Services, Inc., a Colorado corporation (the "Company").

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. [THIS SPACE INTENTIONALLY LEFT BLANK] 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. IBSG INTERNATIONAL, INC. a Florida corporation By:_________________________________ Name: Xxxxxxx Xxxxxx Title: President Dated: March _____, 2005 SUBSCRIBER NOTE PRINCIPAL CLASS A WARRANTS CLASS B WARRANTS ALPHA CAPITAL AKTIENGESELLSCHAFT $ 575,000.00 Xxxxxxxxx 0 0000 Xxxxxxxxxxx Xxxxx, Lichtenstein Fax: 000-00-00000000 ________________ (Signature) By: 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. IBSG INTERNATIONAL, INC. a Florida corporation By:_________________________________ Name: Xxxxxxx Xxxxxx Title: President Dated: March _____, 2005 SUBSCRIBER NOTE PRINCIPAL CLASS A WARRANTS CLASS B WARRANTS WHALEHAVEN CAPITAL FUND LIMITED $ 300,000.00 0xx Xxxxx, 00 Xxx-Xxxxxxx Xxxx Xxxxxxxx, Xxxxxxx XX00 Fax: (000) 000-0000 _______________________ (Signature) By: 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. IBSG INTERNATIONAL, INC. a Florida corporation By:_________________________________ Name: Xxxxxxx Xxxxxx Title: President Dated: March _____, 2005 SUBSCRIBER NOTE PRINCIPAL CLASS A WARRANTS CLASS B WARRANTS XXXXXX XXXX $ 25,000.00 000 Xxxx 0xx Xxxxxx Xxxxxxxx, Xxx Xxxx 00000 Fax: (000) 000-0000 (Signature) 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. IBSG INTERNATIONAL, INC. a Florida corporation By:_________________________________ Name: Xxxxxxx Xxxxxx Title: President Dated: March _____, 2005 SUBSCRIBER NOTE PRINCIPAL CLASS A WARRANTS CLASS B WARRANTS DOUBLE U MASTER FUND LP $ 100,000.00 X/x Xxxxxxxxx Xxxxxxxxxx Xxx. Xxxxxx Xxxxx, Xxxxxxxxxx Drive P.O. Box 972 Road Town, Tortola British Virgin Islands Attn: Xxxxxx Xxxx Fax: (000) 000-0000 _______________________ (Signature) By: LIST OF EXHIBITS AND SCHEDULES Exhibit A1 Form of Class A Warrant Exhibit A2 Form of Class B Warrant Exhibit B Escrow Agreement Exhibit C Security Agreement Exhibit D Collateral Agent Agreement Exhibit E Form of Legal Opinion Exhibit F Form of Public Announcement or Form 8-K Exhibit G Form of Limited Standstill Agreement Schedule 5(d) Additional Issuances / Capitalization Schedule 5(q) Undisclosed Liabilities Schedule 5(x) Subsidiaries Schedule 9.1(e) Use of Proceeds Schedule 9.1(q) Providers of Limited Standstill Agreement

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. 21

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. [THIS SPACE INTENTIONALLY LEFT BLANK] 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. CANWEST PETROLEUM CORPORATION a Colorado corporation By: ___________________________ Name: Thornton J. Donaldson Title: CEO Dated: __________, 2005 -------------------------------------------------------------------------------- SUBSCRIBER NOTE PRINCIPAL -------------------------------------------------------------------------------- $____________ _____________________________________ (Signature) By: -------------------------------------------------------------------------------- LIST OF EXHIBITS AND SCHEDULES Exhibit A Form of Note Exhibit B Form of Security Agreement Exhibit C Form of Warrant Exhibit D Escrow Agreement Exhibit E Use of Proceeds Schedule 5(d) Additional Issuances / Capitalization Schedule 8(a) Finder's Fee and Recipients SCHEDULE 8(a)

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement any registration statement and (ii) review by, and consent to, such Registration Statement registration statement by a Subscriber) 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 purposepurpose by virtue of it being a fellow Subscriber. 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.. [THIS SPACE INTENTIONALLY LEFT BLANK] SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (A) -------------------------------------------- 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. NCT GROUP, INC. A Delaware Corporation By: Mxxxxxx X. Xxxxxxxx ---------------------------------- Name: Mxxxxxx X. Xxxxxxxx Title: Chairman & Chief Executive Officer Dated: July 23, 2004 -------------------------------------- ------------------- ----------------- SUBSCRIBER PURCHASE PRICE WARRANTS ISSUABLE ON CLOSING DATE -------------------------------------- ------------------- ----------------- $400,000.00 5,555,556 /s/ Kxxxxx Xxxxxxxx -------------------------------------- (Signature) ALPHA CAPITAL AKTIENGESELLSCHAFT Pxxxxxxxx 0 0000 Xxxxxxxxxxx Xxxxx, Lichtenstein Fax: 000-00-00000000 -------------------------------------- -------------------- ----------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (B) -------------------------------------------- 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. NCT GROUP, INC. A Delaware Corporation By: Mxxxxxx X. Xxxxxxxx ---------------------------------- Name: Mxxxxxx X. Xxxxxxxx Title: Chairman & Chief Executive Officer Dated: July 23, 2004 -------------------------------------- -------------------- ----------------- SUBSCRIBER PURCHASE PRICE WARRANTS ISSUABLE ON CLOSING DATE -------------------------------------- -------------------- ----------------- $500,000.00 6,944,445 /s/ S. Mxxxxxx Xxxxxxx -------------------------------------- (Signature) LONGVIEW FUND LP 600 Xxxxxxxxxx Xxxxxx, 44th Floor San Francisco, CA 94111 Attn: S. Mxxxxxx Xxxxxxx Fax: (000) 000-0000 -------------------------------------- -------------------- ----------------- LIST OF EXHIBITS AND SCHEDULES ------------------------------ Exhibit A Form of Escrow Agreement Exhibit B Form of Warrant Exhibit C Form of Legal Opinion Exhibit D Form of Security Agreement Exhibit E Form of Collateral Agent Agreement Schedule 5(d) Additional Issuances Schedule 5(h) Litigation Schedule 5(m) Defaults Schedule 5(q) Undisclosed Liabilities Schedule 5(s) Capitalization Schedule 8 Finders Schedule 11.1 Other Securities to be Registered

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (A) 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. BIOELECTRONICS CORPORATION a Maryland corporation By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: President Dated: December 8, 2005 SUBSCRIBER INITIAL CLOSING SECOND CLOSING NOTE PRINCIPAL NOTE PRINCIPAL ALPHA CAPITAL AKTIENGESELLSCHAFT $400,000.00 $133,334.00 Xxxxxxxxx 0 0000 Xxxxxxxxxxx Vaduz, Lichtenstein Fax: 000-00-00000000 /s/ Xxxxxx Xxxxxxxx (Signature) By: Xxxxxx Xxxxxxxx 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. BIOELECTRONICS CORPORATION a Maryland corporation By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: President Dated: December 8, 2005 SUBSCRIBER INITIAL CLOSING SECOND CLOSING NOTE PRINCIPAL NOTE PRINCIPAL WHALEHAVEN CAPITAL FUND LIMITED $250,000.00 $83,333.00 0xx Xxxxx, 00 Xxx-Xxxxxxx Xxxx Xxxxxxxx, Xxxxxxx XX00 Fax: (000) 000-0000 /s/ Xxxx Xxxxxxxxxxx (Signature) By: Xxxx Xxxxxxxxxxx, Director 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. BIOELECTRONICS CORPORATION a Maryland corporation By: /s/ Xxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx Title: President Dated: December 8, 2005 SUBSCRIBER INITIAL CLOSING SECOND CLOSING NOTE PRINCIPAL NOTE PRINCIPAL HARBORVIEW MASTER FUND LP $100,000.00 $33,333.00 000 Xxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, XX 00000 Fax: (000) 000-0000 /s/ (Signature) By: Navigator Mangement Ltd. Title: Authorized Signatory

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 (including, but not limited to, the (i) inclusion of a Subscriber in the F-1 Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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. [THIS SPACE INTENTIONALLY LEFT BLANK] SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT (A) Please acknowledge your acceptance of the foregoing Securities Purchase Agreement by signing and returning a copy to the undersigned whereupon it shall become a binding agreement between us. RADIATE RESEARCH, INC. a Canadian Federal corporation By:_________________________________ Name: Title: Dated: October _____, 2005 --------------------------------------------- -------------------- -------------------- ------------------- ------------------- SUBSCRIBER INITIAL CLOSING WARRANTS ISSUABLE SECOND CLOSING WARRANTS ISSUABLE SHARES (INITIAL ON INITIAL CLOSING SHARES (SECOND ON SECOND CLOSING CLOSING PURCHASE DATE CLOSING PURCHASE DATE PRICE) PRICE) --------------------------------------------- -------------------- -------------------- ------------------- ------------------- BAYSIDE ASSOCIATES, LTD. 56,000 Shares 80,000 Warrants 224,000 Shares 320,000 Warrants $4,200USD $16,800USD By:_______________________________ Margareta Hedstrom, Auxxxxxxxx Xxxxxxxxx ADDRESS: Hunkins Waterfront Plaza X.X. Xxx 000 Xxxx Xxxxxx, Xxxxx, Xxxx Xxxxxx --------------------------------------------- -------------------- -------------------- ------------------- ------------------- SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT (B) Please acknowledge your acceptance of the foregoing Securities Purchase Agreement by signing and returning a copy to the undersigned whereupon it shall become a binding agreement between us. RADIATE RESEARCH, INC. a Canadian Federal corporation By:_________________________________ Name: Title: Dated: October _____, 2005 --------------------------------------------- -------------------- -------------------- ------------------- ------------------- SUBSCRIBER INITIAL CLOSING WARRANTS ISSUABLE SECOND CLOSING WARRANTS ISSUABLE SHARES (INITIAL ON INITIAL CLOSING SHARES (SECOND ON SECOND CLOSING CLOSING PURCHASE DATE CLOSING PURCHASE DATE PRICE) PRICE) --------------------------------------------- -------------------- -------------------- ------------------- ------------------- MANILLO INVESTORS, LTD. 56,000 Shares 80,000 Warrants 224,000 Shares 320,000 Warrants $4,200USD $16,800USD By:_______________________________ Megan Agha, Authorized Sigxxxxxx XXDRESS: 37 Shepherd Street, Xxxxxx. X0X 0XX. Xxxxxx Xxxxxxx --------------------------------------------- -------------------- -------------------- ------------------- ------------------- SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT (C) Please acknowledge your acceptance of the foregoing Securities Purchase Agreement by signing and returning a copy to the undersigned whereupon it shall become a binding agreement between us. RADIATE RESEARCH, INC. a Canadian Federal corporation By:______________________________ Name: Title: Dated: October _____, 2005 --------------------------------------------- -------------------- -------------------- ------------------- ------------------- SUBSCRIBER INITIAL CLOSING WARRANTS ISSUABLE SECOND CLOSING WARRANTS ISSUABLE SHARES (INITIAL ON INITIAL CLOSING SHARES (SECOND ON SECOND CLOSING CLOSING PURCHASE DATE CLOSING PURCHASE DATE PRICE) PRICE) --------------------------------------------- -------------------- -------------------- ------------------- ------------------- CASTLEGATE GROUP, LTD. 56,000 Shares 80,000 Warrants 224,000 Shares 320,000 Warrants $4,200USD $16,800USD By:_______________________________ Barry Taleghany, Xxxxxxxxxx Xxxxatory ADDRESS: Suite 4002a, Central Plaza 00 Xxxxxxx Xxxx Xxxxxxx, Xxxx Xxxx XXGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT (D) Please acknowledge your acceptance of the foregoing Securities Purchase Agreement by signing and returning a copy to the undersigned whereupon it shall become a binding agreement between us. RADIATE RESEARCH, INC. a Canadian Federal corporation By:______________________________ Name: Title: Dated: October _____, 2005 --------------------------------------------- -------------------- -------------------- ------------------- ------------------- SUBSCRIBER INITIAL CLOSING WARRANTS ISSUABLE SECOND CLOSING WARRANTS ISSUABLE SHARES (INITIAL ON INITIAL CLOSING SHARES (SECOND ON SECOND CLOSING CLOSING PURCHASE DATE CLOSING PURCHASE DATE PRICE) PRICE) --------------------------------------------- -------------------- -------------------- ------------------- ------------------- KENSINGTON GROUP, LTD. 56,000 Shares 80,000 Warrants 224,000 Shares 320,000 Warrants $4,200USD $16,800USD By:_______________________________ James Loughran, Xxxxxxxxxx Xxxnatory ADDRESS: 38 Hertford Street, Xxxxxx. X0X 0XX. Xxxxxx Kingdom. SIGNATURE PAGE TO SECURITIES PURCHASE AGREEMENT (E) Please acknowledge your acceptance of the foregoing Securities Purchase Agreement by signing and returning a copy to the undersigned whereupon it shall become a binding agreement between us. RADIATE RESEARCH, INC. a Canadian Federal corporation By:______________________________ Name: Title: Dated: October _____, 2005 --------------------------------------------- -------------------- -------------------- ------------------- ------------------- SUBSCRIBER INITIAL CLOSING WARRANTS ISSUABLE SECOND CLOSING WARRANTS ISSUABLE SHARES (INITIAL ON INITIAL CLOSING SHARES (SECOND ON SECOND CLOSING CLOSING PURCHASE DATE CLOSING PURCHASE DATE PRICE) PRICE) --------------------------------------------- -------------------- -------------------- ------------------- ------------------- TRUFELLO ASSOCIATES, LTD. 56,000 Shares 80,000 Warrants 224,000 Shares 320,000 Warrants $4,200USD $16,800USD By:_______________________________ Sophie Leacacos, Xxxxxxxxxx Xxxxatory ADDRESS: Hunkins Waterfront Plaza X.X. Xxx 000 Xxxx Xxxxxx, Xxxxx, Xxxx Xxxxxx. LIST OF EXHIBITS AND SCHEDULES Exhibit A Form of Warrant to Purchase 400,000 Shares Exhibit B Form of Warrant to Purchase 1,600,000 Shares Exhibit C Escrow Agreement Exhibit D Form of Legal Opinion Exhibit E Form of Public Announcement Schedule 3(d) Additional Issuances Schedule 3(m) Agreements Under Which the Company is in Possible Default Schedule 3(q) Undisclosed Liabilities Schedule 3(s) Capitalization Schedule 8 Finder Schedule 9(e) Use of Proceeds Schedule 11.1 Other Securities to be Registered EXHIBIT A FORM OF WARRANT TO PURCHASE 400,000 SHARES EXHIBIT B FORM OF WARRANT TO PURCHASE 1,600,000 SHARES EXHIBIT C FORM OF FUNDS ESCROW AGREEMENT THIS FUNDS ESCROW AGREEMENT (this "Agreement") is made and entered into as of October ___, 2005 by and among RADIATE RESEARCH, INC., a Canadian Federal corporation (the "Company"); the investors whose signatures appear herein below, (collectively, the "Investor"); and SONFIELD & SONFIELD (the "Escrow Agent").

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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) [THIS SPACE INTENTIONALLY LEFT BLANK] (Subscription Agreement) SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (A) 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. VALCENT PRODUCTS INC. an Alberta, Canada corporation By:_________________________________ Name: Xxxx X. Xxxxx Title: President Dated: April _____, 2006 SUBSCRIBER NOTE PRINCIPAL ALPHA CAPITAL AKTIENGESELLSCHAFT Pradafant 7 9490 Furstentums Vaduz, Lichtenstein Fax: 000-00-00000000 _____________________________________ (Signature) By: $100,000.00 SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (B) 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. VALCENT PRODUCTS INC. an Alberta, Canada corporation By:_________________________________ Name: Xxxx X. Xxxxx Title: President Dated: April _____, 2006 SUBSCRIBER NOTE PRINCIPAL PLATINUM LONG TERM GROWTH III Attn: Xxxx Xxxxxxxxx 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Fax: (000) 000-0000 _____________________________________ (Signature) By: $185,000.00 SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (C) 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. VALCENT PRODUCTS INC. an Alberta, Canada corporation By:_________________________________ Name: Xxxx X. Xxxxx Title: President Dated: April _____, 2006 SUBSCRIBER NOTE PRINCIPAL MONARCH CAPITAL FUND LTD. c/o Beacon Capital Management Limited Beacon Fund Advisors Limited Harbour House, Waterfront Drive P.O. Box 972, Road Town Tortola, British Virgin Island Fax: (000) 000-0000 _____________________________________ (Signature) $166,666.00 SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (D) 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. VALCENT PRODUCTS INC. an Alberta, Canada corporation By:_________________________________ Name: Xxxx X. Xxxxx Title: President Dated: April _____, 2006 SUBSCRIBER NOTE PRINCIPAL CMS CAPITAL 0000 Xxx Xxxx Xxxx., Xxxxx 000 Xxxxxxxx Xxxx, XX 00000 Attn: Xxxxx Xxxxx Fax: (000) 000-0000 _____________________________________ (Signature) $50,000.00

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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. 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. 5G WIRELESS COMMUNICATIONS, INC. a Nevada corporation By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Chief Executive Officer Dated: September 22, 2004 SUBSCRIBER INITIAL CLOSING SECOND CLOSING NOTE (INITIAL NOTE (SECOND CLOSING PURCHASE CLOSING PURCHASE PRICE) PRICE) LONGVIEW EQUITY FUND, LP 000 Xxxxxxxxxx Xxxxxx, 44th Floor San Francisco, CA 94111 Fax: (000) 000-0000 /s/ Xxxxx Xxxxxxx (Signature) Xxxxx Xxxxxx, Chief Executive Officer Print Name and Title SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (B) 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. 5G WIRELESS COMMUNICATIONS, INC. a Nevada corporation By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Chief Executive Officer Dated: September 22, 2004 SUBSCRIBER INITIAL CLOSING SECOND CLOSING NOTE (INITIAL NOTE (SECOND CLOSING PURCHASE CLOSING PURCHASE PRICE) PRICE) LONGVIEW FUND, LP 000 Xxxxxxxxxx Xxxxxx, 44th Floor San Francisco, CA 94111 Fax: (000) 000-0000 /s/ Xxxxxxx Xxxxxxx (Signature) Xxxxxxx Xxxxxxx, Chief Financial Officer Print Name and Title SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (C) 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. 5G WIRELESS COMMUNICATIONS, INC. a Nevada corporation By: /s/ Xxxxx Xxx Name: Xxxxx Xxx Title: Chief Executive Officer Dated: September 22, 2004 SUBSCRIBER INITIAL CLOSING SECOND CLOSING NOTE (INITIAL NOTE (SECOND CLOSING PURCHASE CLOSING PURCHASE PRICE) PRICE) LONGVIEW INTERNATIONAL EQUITY FUND, LP 000 Xxxxxxxxxx Xxxxxx, 44th Floor San Francisco, CA 94111 Fax: (000) 000-0000 /s/ Xxxxx Xxxxxxx (Signature) Xxxxx Xxxxxxx, Chief Executive Officer Print Name and Title THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO 5G WIRELESS COMMUNICATIONS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. FORM OF CONVERTIBLE NOTE FOR VALUE RECEIVED, 5G WIRELESS COMMUNICATIONS, INC., a Nevada corporation (hereinafter called "Borrower"), hereby promises to pay to ___________________, 000 Xxxxxxxxxx Xxxxxx, 44th Floor, San Francisco, CA 94111, Fax: (000) 000-0000, (the "Holder") or order, without demand, the sum of ______________________________ Dollars ($_____________), with simple interest accruing at the annual rate of 5%, on September 22, 2007 (the "Maturity Date"). This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower and the Holder, dated of even date herewith (the "Subscription Agreement"), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:

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 12/2/2008, 1:59 PM 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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement a registration statement and (ii) review by, and consent to, such Registration Statement registration statement by a Subscriber) 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.

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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. Each Subscriber has been represented by its own separate legal counsel in its review and negotiation of the Transaction Documents. For reasons of administrative convenience only, each Subscriber and its respective counsel have chosen to communicate with the Company through Sxxxxxxx Xxxxxx Xxxxxxx & Hxxxxxx LLP. Sxxxxxxx Xxxxxx Xxxxxxx & Hxxxxxx LLP does not represent any of the Subscribers and only represents the Company. 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.

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement a registration statement and (ii) review by, and consent to, such Registration Statement registration statement by a Subscriber) 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.

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 (including, but not limited to, the (i) inclusion of a Subscriber in the SB-2 Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (A) -------------------------------------------- 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. ONE VOICE TECHNOLOGIES, INC. a Nevada corporation By:______________________________ Name: Title: Dated: September 3, 2004 ------------------------------------ ----------------------- ---------------------- ------------------------ SUBSCRIBER NOTE (PURCHASE PRICE) A WARRANTS ISSUABLE B WARRANTS ISSUABLE ON ON CLOSING DATE CLOSING DATE ------------------------------------ ----------------------- ---------------------- ------------------------ ALPHA CAPITAL AKTIENGESELLSCHAFT $350,000.00 Pxxxxxxxx 0 0000 Xxxxxxxxxxx Xxxxx, Lichtenstein Fax: 000-00-00000000 ---------------------------------- (Signature) ---------------------------------- Print Name and Title ------------------------------------ ----------------------- ---------------------- ------------------------ SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (B) -------------------------------------------- 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. ONE VOICE TECHNOLOGIES, INC. a Nevada corporation By:______________________________ Name: Title: Dated: June _____, 2004 -------------------------------------- ----------------------- ---------------------- ------------------------ SUBSCRIBER NOTE (PURCHASE PRICE) A WARRANTS ISSUABLE B WARRANTS ISSUABLE ON ON CLOSING DATE CLOSING DATE -------------------------------------- ----------------------- ---------------------- ------------------------ GREENWICH GROWTH FUND LIMITED $100,000.00 3xx Xxxxx, 00 Xxx-Xxxxxxx Xxxx Xxxxxxxx, Xxxxxxx XX00 Fax: (000) 000-0000 ---------------------------------- (Signature) ---------------------------------- Print Name and Title -------------------------------------- ----------------------- ---------------------- ------------------------ SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (C) -------------------------------------------- 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. ONE VOICE TECHNOLOGIES, INC. a Nevada corporation By:_______________________________ Name: Title: Dated: June _____, 2004 --------------------------------------- ----------------------- ---------------------- ------------------------ SUBSCRIBER NOTE (PURCHASE PRICE) A WARRANTS ISSUABLE B WARRANTS ISSUABLE ON ON CLOSING DATE CLOSING DATE --------------------------------------- ----------------------- ---------------------- ------------------------ WHALEHAVEN CAPITAL, LP $125,000.00 3xx Xxxxx, 00 Xxx-Xxxxxxx Xxxx Xxxxxxxx, Xxxxxxx XX00 Fax: (000) 000-0000 ---------------------------------- (Signature) ---------------------------------- Print Name and Title --------------------------------------- ----------------------- ---------------------- ------------------------ SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (D) -------------------------------------------- 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. ONE VOICE TECHNOLOGIES, INC. a Nevada corporation By:_______________________________ Name: Title: Dated: June _____, 2004 --------------------------------------- ----------------------- ---------------------- ------------------------ SUBSCRIBER NOTE (PURCHASE PRICE) A WARRANTS ISSUABLE B WARRANTS ISSUABLE ON ON CLOSING DATE CLOSING DATE --------------------------------------- ----------------------- ---------------------- ------------------------ WHALEHAVEN FUND LIMITED $125,000.00 3xx Xxxxx, 00 Xxx-Xxxxxxx Xxxx Xxxxxxxx, Xxxxxxx HM08 Fax: (000) 000-0000 ---------------------------------- (Signature) ---------------------------------- Print Name and Title --------------------------------------- ----------------------- ---------------------- ------------------------ LIST OF EXHIBITS AND SCHEDULES ------------------------------ Exhibit A Form of Warrant Exhibit B Escrow Agreement Exhibit C Form of Legal Opinion Exhibit D Form of Public Announcement or Form 8-K Schedule 5(d) Additional Issuances Schedule 5(q) Undisclosed Liabilities Schedule 5(s) Capitalization Schedule 8 Finder Schedule 9(e) Use of Proceeds Schedule 11.1 Other Securities to be Registered SCHEDULE 8 ---------- FINDER'S FEES ------------- --------------------------------------------- ------------------------------- PARTY FEES --------------------------------------------- ------------------------------- LIBRA FINANCE, S.A. (1) $21,000.00 P.X. Xxx 0000 Xxxxxx, Xxxxxxxxxxx Fax: 000-000-000-0000 --------------------------------------------- ------------------------------- UNISOURCE, INC. $21,000.00 100 Xxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Fax: 500-000-0000 --------------------------------------------- ------------------------------- TOTAL $42,000.00 --------------------------------------------- -------------------------------

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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. 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. XXXXXXX-XXXXX DIAGNOSTICS, INC. a Delaware corporation By: /s/ Xxxxxxx Xxxxxxx ------------------------------- Name: Xxxxxxx Xxxxxxx Title: Chief Executive Officer Dated: December 23, 2005 LIST OF EXHIBITS AND SCHEDULES Exhibit A Form of Note Exhibit B Form of Class A Warrant Exhibit C Escrow Agreement Exhibit D Form of Security Agreement Exhibit E Omitted Exhibit F Omitted Exhibit G Form of Legal Opinion Exhibit H Form of Form 8-K or Public Announcement Schedule 5(a) Subsidiaries Schedule 5(d) Additional Issuances / Capitalization Schedule 5(q) Undisclosed Liabilities Schedule 5(u) Disagreements with Accountants and Lawyers Schedule 5(v) Transfer Agent Schedule 8 Due Diligence Fee Recipient Schedule 9(e) Use of Proceeds Schedule 11.1 Other Registrable Securities SCHEDULE 8 DUE DILIGENCE FEE RECIPIENT ALPHA CAPITAL AKTIENGESELLSCHAFT Xxxxxxxxx 0 0000 Xxxxxxxxxxx Vaduz, Lichtenstein Fax: 000-00-00000000 1,300,000 Restricted Shares will be issued to Alpha Capital Aktiengesellschaft. All the representations, covenants, warranties, undertakings, remedies, liquidated damages, indemnification, and other rights including but not limited to reservation requirements and registration rights made or granted to or for the benefit of the Subscribers are hereby also made and granted to Alpha Capital Aktiengesellschaft in respect to the Due Diligence Shares.

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 Notes 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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.

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 Nothing contained in any Transaction Document, and no action taken by any Subscriber pursuant hereto or thereto (including, but not limited to, the (i) inclusion of a Subscriber in the SB-2 Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. 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. CONOLOG CORPORATION a Delaware corporation By: ------------------------------- Name: Title: Dated: July , 2004 ----- -------------------------------------------------------------------------------- SUBSCRIBER PURCHASE PRICE SHARES WARRANTS -------------------------------------------------------------------------------- $363,500.00 252,892 105,592 ------------------------------------ (Signature) XXXXXXXXXXX LIMITED PARTNERSHIP C/o Canaccord Capital Corporation 000 Xxx Xxxxxx, Xxxxx 0000 Xxxxxxx, Xxxxxxx X0X 0X0, Xxxxxx Fax: (000) 000-0000 -------------------------------------------------------------------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (B) 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. CONOLOG CORPORATION a Delaware corporation By: ------------------------------- Name: Title: Dated: July , 2004 ----- -------------------------------------------------------------------------------- SUBSCRIBER PURCHASE PRICE SHARES WARRANTS -------------------------------------------------------------------------------- $100,000.00 69,572 29,049 --------------------------------- (Signature) WHALEHAVEN CAPITAL 0xx Xxxxx, 00 Xxx-Xxxxxxx Xxxx Xxxxxxxx, Bermuda HM08 Fax: (000) 000-0000 -------------------------------------------------------------------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (C) 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. CONOLOG CORPORATION a Delaware corporation By: ------------------------------- Name: Title: Dated: July , 2004 ----- -------------------------------------------------------------------------------- SUBSCRIBER PURCHASE PRICE SHARES WARRANTS -------------------------------------------------------------------------------- $125,000.00 86,964 36,310 --------------------------------- (Signature) WHALEHAVEN FUND LTD. 0xx Xxxxx, 00 Xxx-Xxxxxxx Xxxx Xxxxxxxx, Bermuda HM08 Fax: (000) 000-0000 -------------------------------------------------------------------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (D) 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. CONOLOG CORPORATION a Delaware corporation By: ------------------------------- Name: Title: Dated: July , 2004 ----- -------------------------------------------------------------------------------- SUBSCRIBER PURCHASE PRICE SHARES WARRANTS -------------------------------------------------------------------------------- $100,000.00 69,572 29,049 --------------------------------- (Signature) GREENWICH GROWTH FUND LIMITED 0xx Xxxxx, 00 Xxx-Xxxxxxx Xxxx Xxxxxxxx, Bermuda HM08 Fax: (000) 000-0000 -------------------------------------------------------------------------------- LIST OF EXHIBITS AND SCHEDULES Exhibit A Form of Warrant Exhibit B Escrow Agreement Exhibit C Form of Legal Opinion Exhibit D Lockup Agreements Schedule 5(q) Undisclosed Liabilities Schedule 5(s) Capitalization Schedule 9(p) Shareholders Subject to Lockup Schedule 10.1 Other Securities to be Registered

Independent Nature of Subscribers. The Company acknowledges that the obligations of each the Subscriber under the Transaction Documents this Subscription Agreement 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 Documentsthis Subscription Agreement. The Company acknowledges that each Subscriber has represented that the decision of each the Subscriber to purchase Securities pursuant to this Agreement has been made by such the Subscriber independently of any other Subscriber purchase 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 Documentherein, and no action taken by any Subscriber pursuant hereto or thereto (includinghereto, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) shall be deemed to constitute the Subscribers Subscriber 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 Documentsthis Subscription Agreement. The Company acknowledges that each Subscriber shall be entitled to independently protect and enforce its rightsfor reasons of administrative convenience only, including without limitation, the rights arising out this Subscription Agreement has been prepared by counsel for one of the Transaction Documents, Subscribers and it shall such counsel does not be necessary for any represent all of the Subscribers but only such Subscriber and the other Subscriber Subscribers have retained their own individual counsel with respect to be joined as an additional party in any proceeding for such purposethe transactions contemplated hereby. The Company acknowledges that it has elected to provide all Subscribers with the same terms and Transaction Documents of the Subscription Agreement for the convenience of the Company and not because Company it was required or requested to do so by the Subscribers. The Company acknowledges that such procedure procedure, with respect to the Transaction Documents this Subscription Agreement, 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 this Subscription Agreement or the transactions contemplated therebyhereby.

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. [THIS SPACE INTENTIONALLY LEFT BLANK] SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (A) 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. QUEST OIL CORPORATION a Nevada corporation By:_________________________________ Name: Title: President Dated: May _____, 2005 SUBSCRIBER NOTE PRINCIPAL PAYMENT AFTER ORIGINAL ISSUE DISCOUNT CLASS A WARRANTS CLASS B WARRANTS CLASS C WARRANTS __________________________ (Signature) By: SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (B) 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. QUEST OIL CORPORATION a Nevada corporation By:_________________________________ Name: Title: President Dated: May _____, 2005 SUBSCRIBER NOTE PRINCIPAL PAYMENT AFTER ORIGINAL ISSUE DISCOUNT CLASS A WARRANTS CLASS B WARRANTS CLASS C WARRANTS __________________________ (Signature) By: LIST OF EXHIBITS AND SCHEDULES Exhibit A1 Form of Class A Warrant Exhibit A2 Form of Class B Warrant Exhibit A3 Form of Class C Warrant Exhibit B Escrow Agreement Exhibit C1 Security Agreement (Company) Exhibit C2 Security Agreement (Subsidiary) Exhibit D Collateral Agent Agreement Exhibit E Board Resolution Exhibit F Form of Legal Opinion Exhibit G Form of Public Announcement or Form 8-K Schedule 5(a) Subsidiaries Schedule 5(d) Additional Issuances / Capitalization Schedule 5(q) Undisclosed Liabilities Schedule 5(CC) Member of Board of Directors Schedule 9(e) Use of Proceeds Schedule 11.1 Other Securities to be Registered

Independent Nature of Subscribers. The Company acknowledges that the obligations of each Subscriber under the August 2009 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 August 2009 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 August 2009 Transaction Document, and no action taken by any Subscriber pursuant hereto or thereto (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement a registration statement and (ii) review by, and consent to, such Registration Statement registration statement by a Subscriber) 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 August 2009 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 August 2009 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 August 2009 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 August 2009 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 August 2009 Transaction Documents or the transactions contemplated thereby.

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 Nothing contained in any Transaction Document, and no action taken by any Subscriber pursuant hereto or thereto (including, but not limited to, the (i) inclusion of a Subscriber in the SB-2 Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. [THIS SPACE INTENTIONALLY LEFT BLANK]

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 that 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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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. 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. SAVOY RESOURCES CORP a Colorado corporation By: /s/ Arthur Johnson --------------------------------- Name: Arthur Johnson Tixxx: Xxxxxxxxt and CEO Dated: August 5, 2005 ------------------------------------- ------------------------- SUBSCRIBER NOTE PRINCIPAL ------------------------------------- ------------------------- ALPHA CAPITAL AKTIENGESELLSCHAFT $425,000.00 Pradafant 7 9490 Furstentums Vaduz, Lichenstein Fax: (011) 00-00000000 /x/ Xxxxxx Xckerman ------------------- (Xxxxxxxxx) By: Konrad Xxxxxxxx ------------------------------------- ------------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (B) 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. SAVOY RESOURCES CORP a Colorado corporation By: /s/ Arthur Johnson -------------------------------- Name: Arthur Johnson Titlx: Xxxxxxxxx and CEO Dated: August 5, 2005 ---------------------------------------------- ---------------------------- SUBSCRIBER NOTE PRINCIPAL ---------------------------------------------- ---------------------------- WHALEHAVEN CAPITAL FUND LIMITED $200,000.00 3rd Floor, 14 Par-Laville Road Hamilton, Bermuda HM08 Fax: (441) 290-0000 /x/ Xxxx Xxxxxxxxxxx ----------------------- (Signxxxxx) Xx: Xxxn Schemxxxxxx - Xxxxxxxr ---------------------------------------------- ---------------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (C) 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. SAVOY RESOURCES CORP a Colorado corporation By: /s/ Arthur Johnson --------------------------------- Name: Arthur Johnson Title: Xxxxxxxxx xnd CEO Dated: August 5, 2005 ------------------------------------------ -------------------------------- SUBSCRIBER NOTE PRINCIPAL ------------------------------------------ -------------------------------- CMS CAPITAL $100,000.00 9612 Ventura Blvd., Suite 108 Panorama City, CA 91402 Attn: Judah Zxxxx Xxx: (000) 000-0000 /x/ Xxxxxxxx Xxxxxx -------------------- (Xxgnaturx) Xx: Xxxxxxem Lijaxx ------------------------------------------ -------------------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (D) 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. SAVOY RESOURCES CORP a Colorado corporation By: /s/ Arthur Johnson ------------------------------- Name: Arthur Johnson Title: Xxxxxxxxx xnd CEO Dated: August 5, 2005 -------------------------------------------- ------------------------------ SUBSCRIBER NOTE PRINCIPAL -------------------------------------------- ------------------------------ OSHER CAPITAL INC. $50,000.00 5 Sansberry Lane Spring Valley, NY 10977 Fax: /s/ Y. Kluger ---------------- (Xxxnature) By: Y. Kluger -------------------------------------------- ------------------------------ LIST OF EXHIBITS AND SCHEDULES Exhibit A Form of Note Exhibit B Form of Class D Warrant Exhibit C Escrow Agreement Exhibit D Form of Security Agreement Exhibit E Form of Guaranty Agreement Exhibit F Form of Collateral Agent Agreement Exhibit G Form of Legal Opinion Exhibit H Form of Form 8-K or Public Announcement 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 Schedule 5(a) ------------- The Company's only subsidiary is Heilongjiang Savoy Minerals Co., Ltd. (the "Subsidiary"), three of the five members of the Board of Directors of which company have been appointed by the Company and two of the directors of which have been appointed by the First Institute of Geology Exploration of Heilongjiang Province, China (the "First Institute"). After the Company has made the forthcoming $500,000 capital contribution to the Subsidiary, the Company's interest will be increased to 40% and the First Institute's interest will be reduced to 60%. The Company has the potential to become a 70% owner (maximum), while the Institute will be a 30% owner. Schedule 5(d) ------------- The Company has outstanding 54,645,267 shares of common stock, $0.001 par value per share, and options exercisable to purchase 24,536,667 shares of common stock. Accordingly, the Company has 79,181,934 shares of common stock outstanding on a fully diluted basis Schedule 5(u) ------------- The only outstanding indebtedness known to management from the period prior to the restructuring of the Company is to Devlin Jensen, a Vancouver, British Columbia, Canada, law firm. Thexx xxxxx xx xor sxxxxxxx xxxxxxxxx xxxxxxxxx xx xxx amount of $98,382.20, including interest in the amount of $12,354.94. Although the Company disputes the claim, management is considering settling the account. Mr. Thomas J. Deutsch, of Lang Michener LLP, Vancouver, British Colxxxxx, Xxxxxx (formerly of Devlxx Xxxxxn), has offered to settle the account at a substantial xxxxxxxx xxx management anticipates entering into a settlement agreement with Lang Michener LLP and Devlin Jensen in the near future. Schedule 5(v) ------------- The name, address, telephone number, fax number, contact person and e-mail for the transfer agent and registrar for the Company's common stock is as follows: Ms. Laurel Poffenroth, President PacWest Transfer, LLC 17 Horner Stxxxx Xxxxxxxxx, Virginia 20186. Telephone number: (540) 000-0000 Xxx number: (540) 351-0472 E-mail: laurel @yourtransxxxxxxxx.xxx Schedule 9(e) ------------- The proceeds of the Offering will be employed for the following purposes:

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. [THIS SPACE INTENTIONALLY LEFT BLANK] 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. TREND MINING COMPANY a Delaware corporation By:________________________________ Name: Thomas Loucks Titxx: Xxxxxxxxx & CEO Dated: December _____, 2004 ------------------------------------------ ------------------ -------------------- -------------------- SUBSCRIBER NOTE PRINCIPAL CLASS A CLASS B WARRANTS WARRANTS ------------------------------------------ ------------------ -------------------- -------------------- $ -------------------------------------- (Signature) ------------------------------------------ ------------------ -------------------- -------------------- SUBSCRIBER NOTE PRINCIPAL CLASS A CLASS B WARRANTS WARRANTS ------------------------------------------ ------------------ -------------------- -------------------- -------------------------------------- (Signature) ------------------------------------------ ------------------ -------------------- -------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (A) 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. TREND MINING COMPANY a Delaware corporation By:______________________________ Name: Thomas Loucks Txxxx: Xxxxxxxnt & CEO Dated: December _____, 2004 ----------------------------------------- ------------------ -------------------- -------------------- SUBSCRIBER NOTE PRINCIPAL CLASS A CLASS B WARRANTS WARRANTS ----------------------------------------- ------------------ -------------------- -------------------- $ -------------------------------------- (Signature) ----------------------------------------- ------------------ -------------------- -------------------- ----------------------------------------- ------------------ -------------------- -------------------- SUBSCRIBER NOTE PRINCIPAL CLASS A CLASS B WARRANTS WARRANTS ----------------------------------------- ------------------ -------------------- -------------------- $ -------------------------------------- (Signature) ----------------------------------------- ------------------ -------------------- -------------------- LIST OF EXHIBITS AND SCHEDULES Attachment 1 Disclosure Schedule Exhibit A 1 Form of Class A Warrant Exhibit A 2 Form of Class B Warrant Exhibit B Escrow Agreement Exhibit C Security Agreement Exhibit D Collateral Agent Agreement Exhibit E Form of Legal Opinion Exhibit F Form of Public Announcement or Form 8-K Exhibit G Limited Standstill Agreement Schedule 5(d) Additional Issuances Schedule 5(s) Capitalization Schedule 9.1(e) Use of Proceeds Schedule 9.1(q) Limited Standstill Providers

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. [THIS SPACE INTENTIONALLY LEFT BLANK]

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 (including, but not limited to, the (i) inclusion of a Subscriber in the SB-2 Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (A) -------------------------------------------- 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. ONE VOICE TECHNOLOGIES, INC. a Nevada corporation By:_________________________ Name: Title: Dated: October 28, 2004 ----------------------------- --------------------- ------------------- ------------------ ------------------- SUBSCRIBER INITIAL CLOSING A WARRANTS B WARRANTS SECOND CLOSING NOTE (PURCHASE ISSUABLE ON ISSUABLE ON NOTE (PURCHASE PRICE) CLOSING DATE CLOSING DATE PRICE) ----------------------------- --------------------- ------------------- ------------------ ------------------- ALPHA CAPITAL $200,000.00 3,968,254 3,968,254 $300,000.00 AKTIENGESELLSCHAFT Xxxxxxxxx 0 0000 Xxxxxxxxxxx Xxxxx, Lichtenstein Fax: 000-00-00000000 ------------------------- (Signature) ------------------------- Print Name and Title ----------------------------- --------------------- ------------------- ------------------ ------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (B) -------------------------------------------- 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. ONE VOICE TECHNOLOGIES, INC. a Nevada corporation By:_________________________ Name: Title: Dated: October 28, 2004 ----------------------------- --------------------- ------------------- ------------------ ------------------- SUBSCRIBER INITIAL CLOSING A WARRANTS B WARRANTS SECOND CLOSING NOTE (PURCHASE ISSUABLE ON ISSUABLE ON NOTE (PURCHASE PRICE) CLOSING DATE CLOSING DATE PRICE) ----------------------------- --------------------- ------------------- ------------------ ------------------- XXXXXXXXXXX LIMITED $280,000.00 5,555,556 5,555,556 $420,000.00 PARTNERSHIP 00 Xxxxxx Xxxxxx Xxxxxx Toronto, Ontario M5R 1B2, Canada Fax: (000) 000-0000 ------------------------- (Signature) ------------------------- Print Name and Title ----------------------------- --------------------- ------------------- ------------------ ------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (C) -------------------------------------------- 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. ONE VOICE TECHNOLOGIES, INC. a Nevada corporation By:_________________________ Name: Title: Dated: October 28, 2004 --------------------------------------- --------------------- ------------------- ------------------ ------------------- SUBSCRIBER INITIAL CLOSING A WARRANTS B WARRANTS SECOND CLOSING NOTE (PURCHASE ISSUABLE ON ISSUABLE ON NOTE (PURCHASE PRICE) CLOSING DATE CLOSING DATE PRICE) --------------------------------------- --------------------- ------------------- ------------------ ------------------- XXXXX INTERNATIONAL LTD. $80,000.00 1,587,302 1,587,302 $120,000.00 00xx Xxxxxx Xxxxxxxxxxxx Xxxxxxx Xxxxx Tower, 16th Floor, Panama Republic of Panama Fax: (000) 000-0000 ------------------------- (Signature) ------------------------- Print Name and Title --------------------------------------- --------------------- ------------------- ------------------ ------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (D) -------------------------------------------- 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. ONE VOICE TECHNOLOGIES, INC. a Nevada corporation By:_________________________ Name: Title: Dated: October 28, 2004 ----------------------------- --------------------- ------------------- ------------------ ------------------- SUBSCRIBER INITIAL CLOSING A WARRANTS B WARRANTS SECOND CLOSING NOTE (PURCHASE ISSUABLE ON ISSUABLE ON NOTE (PURCHASE PRICE) CLOSING DATE CLOSING DATE PRICE) ----------------------------- --------------------- ------------------- ------------------ ------------------- MOMONA CAPITAL CORP. $36,000.00 714,286 714,287 $54,000.00 0 Xxxxxx Xxxx Monsey, NY 10952 Fax: (000) 000-0000 ------------------------- (Signature) ------------------------- Print Name and Title ----------------------------- --------------------- ------------------- ------------------ ------------------- LIST OF EXHIBITS AND SCHEDULES ------------------------------ Exhibit A1 Form of Class A Warrant Exhibit A2 Form of Class B Warrant Exhibit B Escrow Agreement Exhibit C Form of Legal Opinion Exhibit D Form of Public Announcement or Form 8-K Schedule 5(d) Additional Issuances Schedule 5(q) Undisclosed Liabilities Schedule 5(s) Capitalization Schedule 8 Finder Schedule 9(e) Use of Proceeds Schedule 11.1 Other Securities to be Registered SCHEDULE 8 ---------- FINDER'S FEES ------------- ----------------------------------------- ----------------------- ----------------------- PARTY INITIAL CLOSING SECOND CLOSING ----------------------------------------- ----------------------- ----------------------- LIBRA FINANCE, S.A. (1) $4,000.00 $6,000.00 X.X. Xxx 0000 Xxxxxx, Xxxxxxxxxxx Fax: 000-000-000-0000 ----------------------------------------- ----------------------- ----------------------- XXXXX INTERNATIONAL LTD. (2) $1,600.00 $2,400.00 00xx Xxxxxx Xxxxxxxxxxxx Xxxxxxx Xxxxx Xxxxx, 00xx Xxxxx, Xxxxxx Xxxxxxxx of Panama Fax: (000) 000-0000 ----------------------------------------- ----------------------- ----------------------- MOMONA CAPITAL CORP. (3) $720.00 $1,080.00 0 Xxxxxx Xxxx Monsey, NY 10952 Fax: (000) 000-0000 ----------------------------------------- ----------------------- ----------------------- UNISOURCE, INC. (4) $29,440.00 $44,160.00 000 Xxxxxxxxx Xxxx Xxxxxxxx, Xxx Xxxx 00000 Fax: 000-000-0000 ----------------------------------------- ----------------------- ----------------------- TOTAL $35,760.00 $53,640.00 ----------------------------------------- ----------------------- -----------------------

Independent Nature of Subscribers. The Company acknowledges that the obligations of each Subscriber under the 2009 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 2009 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 2009 Transaction Document, and no action taken by any Subscriber pursuant hereto or thereto (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement a registration statement and (ii) review by, and consent to, such Registration Statement registration statement by a Subscriber) 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 2009 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 2009 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 2009 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 2009 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 2009 Transaction Documents or the transactions contemplated thereby.

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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. (h) As used in the Agreement, "consent of the Subscribers" or similar language means the consent of holders of not less than 80% of the total of the Shares issued and issuable upon conversion of outstanding Notes owned by Subscribers on the date consent is requested. (i) 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 to all the parties to the Transaction Documents. (j) Thirty-seven thousand dollars ($37,000) of the Purchase Price shall be allocated pro-rata among the Subscribers for the purchase of the Initial Shares. [THIS SPACE INTENTIONALLY LEFT BLANK] SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (A) -------------------------------------------- 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. FTS GROUP INC. a Nevada corporation By: /s/Xxxxx Xxxxxxxxx ------------------ Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Dated: December 29, 2005 LIST OF EXHIBITS AND SCHEDULES ------------------------------ Exhibit A1 Form of Class A Warrant Exhibit A2 Form of Class B Warrant Exhibit B Escrow Agreement Exhibit C1 Security Agreement (Company) Exhibit C2 Security Agreement (Subsidiary) Exhibit D Collateral Agent Agreement Exhibit E Form of Legal Opinion Exhibit F Form of Public Announcement or Form 8-K Exhibit G Form of Limited Standstill Agreement Schedule 5(a) Subsidiaries Schedule 5(d) Additional Issuances / Capitalization Schedule 5(q) Undisclosed Liabilities Schedule 9(e) Use of Proceeds Schedule 9(q) Providers of Limited Standstill Agreements Schedule 11.1 Other Securities to be Registered Schedule 12(a) Excepted Issuances EXHIBIT G LIMITED STANDSTILL AGREEMENT This AGREEMENT (the "Agreement") is made as of the ___ day of December, 2005, by the signatories hereto (each a "Holder"), in connection with his ownership of shares of FTS Group Inc., a Nevada corporation (the "Company").

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. [THIS SPACE INTENTIONALLY LEFT BLANK] 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. HII TECHNOLOGIES, INC. a Delaware corporation By: Name: Xxxxxxx X. Xxxxxxxx Title: President Dated: October __, 2013 SUBSCRIBER NOTE PRINCIPAL ______________________________________ (Signature) By: Address:

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (A) -------------------------------------------- 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. Alternate Energy Corp. a Nevada corporation By:_________________________________ Name: Xxxxxx Xxxxxx Title: CEO Dated: March _____, 2005 ------------------------------------------- -------------------------- ---------------- INITIAL CLOSING PURCHASE SECOND CLOSING SUBSCRIBER PRICE PURCHASE PRICE ------------------------------------------- -------------------------- ---------------- PLATINUM PARTNERS VALUE ARBITRAGE FUND LP $150,000.00 $300,000.00 Attn: Xxxx Xxxxxxxxx 000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Fax: (000) 000-0000

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. Nothing herein is deemed to imply or impute upon any subscriber any obligation to invest further or invest any amounts other than the amount subscribed for hereby. 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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement a registration statement and (ii) review by, and consent to, any such Registration Statement registration statement by a Subscriber) 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, in the event that no Agent is acting on its behalf, 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.

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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)

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. 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. Alternate Energy Corp. a Nevada corporation By: ------------------------------------- Name: Blaine Froats Title: CEO Dated: March _____, 2005 -------------------------------------------------------------------------------------------------------------------- SUBSCRIBER INITIAL CLOSING PURCHASE SECOND CLOSING PURCHASE PRICE PRICE -------------------------------------------------------------------------------------------------------------------- PLATINUM PARTNERS VALUE ARBITRAGE FUND LP $150,000.00 $300,000.00 Attn: Mark Nordlicht 152 West 57th Xxxxxx Xxx Xxxk, Xxx Xxxx 00000 Xxx: (000) 000-0000 --------------------------------------- (Signature) By: -------------------------------------------------------------------------------------------------------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (B) 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. Alternate Energy Corp. a Nevada corporation By: ------------------------------------- Name: Blaine Froats Title: CEO Dated: March _____, 2005 -------------------------------------------------------------------------------------------------------------------- SUBSCRIBER INITIAL CLOSING PURCHASE SECOND CLOSING PURCHASE PRICE PRICE -------------------------------------------------------------------------------------------------------------------- PROFESSIONAL TRADERS FUND LLC $50,000.00 $100,000 1400 Old Country Road, Suite 000 Xxxxxxxx, XX 00000 Xxxx: Xxxx Xxxxxxx Xxx: (000) 228-8000 --------------------------------------- (Signature) By: -------------------------------------------------------------------------------------------------------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (C) 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. Alternate Energy Corp. a Nevada corporation By: ------------------------------------- Name: Blaine Froats Title: CEO Dated: March _____, 2005 -------------------------------------------------------------------------------------------------------------------- SUBSCRIBER INITIAL CLOSING PURCHASE SECOND CLOSING PURCHASE PRICE PRICE -------------------------------------------------------------------------------------------------------------------- DESIGN INVESTMENTS LTD. $100,000.00 $200,000.00 9 Tanbark Circuit Werrington Xxxxx, XXX 0000, Xxxxxxxxx Xxx: --------------------------------------- (Signature) By: -------------------------------------------------------------------------------------------------------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (D) 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. Alternate Energy Corp. a Nevada corporation By: ------------------------------------- Name: Blaine Froats Title: CEO Dated: March _____, 2005 -------------------------------------------------------------------------------------------------------------------- SUBSCRIBER INITIAL CLOSING PURCHASE SECOND CLOSING PURCHASE PRICE PRICE -------------------------------------------------------------------------------------------------------------------- HARBORVIEW MASTER FUND LP $100,000.00 $200,000.00 Harbour House Waterfront Drive P.O. Box 972 Xxxx Xxxx Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxx Xxx: (000) 000-0000 --------------------------------------- (Signature) By: -------------------------------------------------------------------------------------------------------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (E) 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. Alternate Energy Corp. a Nevada corporation By: ------------------------------------- Name: Blaine Froats Title: CEO Dated: March _____, 2005 -------------------------------------------------------------------------------------------------------------------- SUBSCRIBER INITIAL CLOSING PURCHASE SECOND CLOSING PURCHASE PRICE PRICE -------------------------------------------------------------------------------------------------------------------- DOUBLE U MASTER FUND LP $100,000.00 $200,000.00 C/o Navigator Management Ltd. Xxxxxx Xxxxx, Xxxxxxxxxx Xxxxx X.X. Xxx 000 Xxxx Xxxx, Tortola British Virgin Islands Attn: Murray Todd Fax: (284) 494-4700 --------------------------------------- (Signature) By: -------------------------------------------------------------------------------------------------------------------- LIST OF EXHIBITS AND SCHEDULES Exhibit A1 Form of Class A Warrant Exhibit A2 Form of Class B Warrant Exhibit A3 Form of Class C Warrant Exhibit B Escrow Agreement Exhibit C Form of Legal Opinion Exhibit D Form of Public Announcement or Form 8-K Schedule 5(d) Additional Issuances / Capitalization Schedule 5(q) Undisclosed Liabilities Schedule 5(x) Subsidiaries Schedule 9(e) Use of Proceeds Schedule 11.1 Other Securities to be Registered Schedule 5(d) Additional Issuances / Capitalization Options: 6,232,192 Warrants: 3,413,000 @ $.85 per share expiring Jan 14, 2007 235,556 @ $1.20 per share expiring January 21, 2007 Schedule 5(q) Undisclosed Liabilities Westor Online Inc., is to receive a commission of 10% payable on the exercise of the investor warrants. Schedule 5(x) Subsidiaries None Schedule 9(e) Estimated Use of Proceeds Salaries 32% G and A and R and D 49% Legal 10% Marketing 9% Schedule 11.1 Other Securities to be Registered Investor Source Group, 1,200,000 shares

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 (including, but not limited to, the (i) inclusion of a Subscriber in the SB-2 Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. [THIS SPACE INTENTIONALLY LEFT BLANK] 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. TASTY FRIES, INC. a Nevada corporation By:________________________________ Name: Edward Kelly Tixxx: Xxxxxxxnt and CEO Dated: January _____, 2005 -------------------------------------------------------------------------------- SUBSCRIBER INITIAL CLOSING SECOND CLOSING NOTE NOTE (INITIAL (SECOND CLOSING CLOSING PURCHASE PURCHASE PRICE) PRICE) -------------------------------------------------------------------------------- $350,000.00 $420,000.00 ---------------------- (Signature) ---------------------- Print Name and Title -------------------------------------------------------------------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (B) 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. TASTY FRIES, INC. a Nevada corporation By:________________________________ Name: Edward Kelly Tixxx: Xxxxxxxnt and CEO Dated: January _____, 2005 -------------------------------------------------------------------------------- SUBSCRIBER INITIAL CLOSING SECOND CLOSING NOTE NOTE (INITIAL (SECOND CLOSING CLOSING PURCHASE PURCHASE PRICE) PRICE) -------------------------------------------------------------------------------- $125,000.00 $150,000.00 ---------------------- (Signature) ---------------------- Print Name and Title -------------------------------------------------------------------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (C) 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. TASTY FRIES, INC. a Nevada corporation By:________________________________ Name: Edward Kelly Tixxx: Xxxxxxxnt and CEO Dated: January _____, 2005 -------------------------------------------------------------------------------- SUBSCRIBER INITIAL CLOSING SECOND CLOSING NOTE NOTE (INITIAL (SECOND CLOSING CLOSING PURCHASE PURCHASE PRICE) PRICE) -------------------------------------------------------------------------------- $25,000.00 $30,000.00 ---------------------- (Signature) ---------------------- Print Name and Title -------------------------------------------------------------------------------- LIST OF EXHIBITS AND SCHEDULES Exhibit A Form of A Warrant Exhibit B Escrow Agreement Exhibit C Form of Legal Opinion Exhibit D Form of Public Announcement or Form 8-K Exhibit E Form of Security Agreement Exhibit F Form of Collateral Agent Agreement Schedule 5(d) Additional Issuances Schedule 5(q) Undisclosed Liabilities Schedule 5(s) Capitalization Schedule 8 Finder/Due Diligence Fee Schedule 9(e) Use of Proceeds Schedule 11.1 Other Securities to be Registered SCHEDULE 8 FINDER -------------------------------------------------------------------------------- FINDER FEES -------------------------------------------------------------------------------- 2% of Purchase Price -------------------------------------------------------------------------------- 3% of Purchase Price -------------------------------------------------------------------------------- DUE DILIGENCE FEE Recipient of Due Diligence Fee:

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 (including, but not limited to, the (i) inclusion of a Subscriber in the SB-2 Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. [THIS SPACE INTENTIONALLY LEFT BLANK] 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. BRAVO! FOODS INTERNATIONAL CORP. a Delaware corporation By:_________________________________ Name: Roy Warren Title: XXX Dated: January _____, 2005 SUBSCRIBER INITIAL CLOSING SECOND CLOSING NOTE NOTE (INITIAL (SECOND CLOSING CLOSING PURCHASE PURCHASE PRICE) PRICE) $ $ ___________________________________ (Signature) ___________________________________ Print Name and Title

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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. 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. 5G WIRELESS COMMUNICATIONS, INC. a Nevada corporation By: /s/ Jerry Dix Name: Jerry Dix Title: Chief Executive Officer Dated: April 5. 2006 SUBSCRIBER INITIAL CLOSING SECOND CLOSING PURCHASE PRICE PURCHASE PRICE LONGVIEW FUND, LP $35,000.00 $25,000.00 600 Montgomery Street, 44th Floox Xxx Xxxxxxxxx, CA 94111 Fax: (415) 981-5300 /s/ Wayne Colesxx (Xxxxxxxxx) Wayne Xxxxxx, Xxxxf Executive Ofxxxxx Xxxxx Name and Title EXHIBIT A1 CONVERTIBLE NOTE THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO 5G WIRELESS COMMUNICATIONS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED. CONVERTIBLE NOTE FOR VALUE RECEIVED, 5G WIRELESS COMMUNICATIONS, INC., a Nevada corporation (hereinafter called "Borrower"), hereby promises to pay to LONGVIEW FUND, LP, 600 Montgomery Street, 44th Floox, Xxx Xxxxxxxxx, CA 94111, Fax: (415) 981-5300 (the "Holder") or xxxxx, xxxxxxt demand, the sum of Thirty-Five Thousand Dollars ($35,000.00), with simple interest accruing on April 5, 2007 (the "Maturity Date"), if not paid sooner. This Note has been entered into pursuant to the terms of a subscription agreement between the Borrower and the Holder, dated of even date herewith (the "Subscription Agreement"), and shall be governed by the terms of such Subscription Agreement. Unless otherwise separately defined herein, all capitalized terms used in this Note shall have the same meaning as is set forth in the Subscription Agreement. The following terms shall apply to this Note:

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 (including, but not limited to, the (i) inclusion of a Subscriber in the SB-2 Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (A) -------------------------------------------- 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. ONE VOICE TECHNOLOGIES, INC. a Nevada corporation By: /S/ Xxxx Xxxxx --------------------------------- Name: Xxxx Xxxxx Title: President and CEO Dated: March 18, 2005 --------------------------------------------------- ------------------------- --------------------- ------------------- SECOND CLOSING INITIAL CLOSING NOTE WARRANTS ISSUABLE NOTE (PURCHASE SUBSCRIBER (PURCHASE PRICE) ON CLOSING DATE PRICE) --------------------------------------------------- ------------------------- --------------------- ------------------- ALPHA CAPITAL AKTIENGESELLSCHAFT $400,000.00 $400,000.00 Xxxxxxxxx 0 0000 Xxxxxxxxxxx Xxxxx, Lichtenstein Fax: 000-00-00000000 __________________________________ (Signature) __________________________________ Print Name and Title --------------------------------------------------- ------------------------- --------------------- ------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (B) -------------------------------------------- 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. ONE VOICE TECHNOLOGIES, INC. a Nevada corporation By: /S/ Xxxx Xxxxx ------------------------------ Name: Xxxx Xxxxx Title: President and CEO Dated: March 18, 2005 --------------------------------------------------- ------------------------- --------------------- ------------------- SECOND CLOSING INITIAL CLOSING NOTE WARRANTS ISSUABLE NOTE (PURCHASE SUBSCRIBER (PURCHASE PRICE) ON CLOSING DATE PRICE) --------------------------------------------------- ------------------------- --------------------- ------------------- WHALEHAVEN CAPITAL FUND LIMITED $400,000.00 $400,000.00 0xx Xxxxx, 00 Xxx-Xxxxxxx Xxxx Xxxxxxxx, Xxxxxxx XX00 Fax: (000) 000-0000 __________________________________ (Signature) __________________________________ Print Name and Title --------------------------------------------------- ------------------------- --------------------- ------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (C) -------------------------------------------- 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. ONE VOICE TECHNOLOGIES, INC. a Nevada corporation By: /S/ Xxxx Xxxxx ------------------------------ Name: Xxxx Xxxxx Title: President and CEO Dated: March 18, 2005 --------------------------------------------------- ------------------------- --------------------- ------------------- SECOND CLOSING INITIAL CLOSING NOTE WARRANTS ISSUABLE NOTE (PURCHASE SUBSCRIBER (PURCHASE PRICE) ON CLOSING DATE PRICE) --------------------------------------------------- ------------------------- --------------------- ------------------- XXXXX INTERNATIONAL LTD. $125,000.00 $125,000.00 00xx Xxxxxx Xxxxxxxxxxxx Xxxxxxx Xxxxx Xxxxx, 00xx Xxxxx, Xxxxxx Xxxxxxxx of Panama Fax: (000) 000-0000 __________________________________ (Signature) __________________________________ Print Name and Title --------------------------------------------------- ------------------------- --------------------- ------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (D) -------------------------------------------- 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. ONE VOICE TECHNOLOGIES, INC. a Nevada corporation By: /S/ Xxxx Xxxxx ------------------------------ Name: Xxxx Xxxxx Title: President and CEO Dated: March 18, 2005 --------------------------------------------------- ------------------------- --------------------- ------------------- SECOND CLOSING INITIAL CLOSING NOTE WARRANTS ISSUABLE NOTE (PURCHASE SUBSCRIBER (PURCHASE PRICE) ON CLOSING DATE PRICE) --------------------------------------------------- ------------------------- --------------------- ------------------- OMEGA CAPITAL SMALL CAP FUND $45,000.00 $45,000.00 0000 00xx Xxxxxx, Xxxxx 000 Xxxxxxxx, XX 00000 Fax: (000) 000-0000 __________________________________ (Signature) __________________________________ Print Name and Title --------------------------------------------------- ------------------------- --------------------- ------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (E) -------------------------------------------- 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. ONE VOICE TECHNOLOGIES, INC. a Nevada corporation By: /S/ Xxxx Xxxxx ------------------------------ Name: Xxxx Xxxxx Title: President and CEO Dated: March 18, 2005 --------------------------------------------------- ------------------------- --------------------- ------------------- SECOND CLOSING INITIAL CLOSING NOTE WARRANTS ISSUABLE NOTE (PURCHASE SUBSCRIBER (PURCHASE PRICE) ON CLOSING DATE PRICE) --------------------------------------------------- ------------------------- --------------------- ------------------- OSHER CAPITAL INC. $30,000.00 $30,000.00 0 Xxxxxxxxx Xxxx Spring Valley, NY 10977 Fax: __________________________________ (Signature) __________________________________ Print Name and Title --------------------------------------------------- ------------------------- --------------------- -------------------

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (A) 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. ADDISON-DAVIS DIAGNOSTICS, INX. a Delaware corporation By: /s/ Edward W. Withrow III ------------------------------------- Name: Edward W. Withrow III Title: CEO Dated: September 16, 2005 -------------------------------------------------------------------------------------------------- SUBSCRIBER NOTE PRINCIPAL PAYMENT AFTER ORIGINAL ISSUE DISCOUNT -------------------------------------------------------------------------------------------------- ALPHA CAPITAL AKTIENGESELLSCHAFT $480,000.00 $400,000.00 Pradafant 7 9490 Furstentums Xxxxx, Xxxxxxxxxxxx Xxx: 000-42-32323196 /s/ Konrad Axxxxxxxx -------------------------------- (Signature) By: Konrad Ackermann -------------------------------------------------------------------------------------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (B) 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. ADDISON-DAVIS DIAGNOSTICS, INX. a Delaware corporation By: /s/ Edward W. Withrow III ------------------------------------- Name: Edward W. Withrow III Title: CEO Dated: September 16, 2005 ------------------------------------------------------------------------------------------------------- SUBSCRIBER NOTE PRINCIPAL PAYMENT AFTER ORIGINAL ISSUE DISCOUNT ------------------------------------------------------------------------------------------------------- WHALEHAVEN CAPITAL FUND LIMITED $240,000.00 $200,000.00 3rd Floor, 14 Par-Laville Roax Xxxxxxxx, Xxxxxxx XX00 Xxx: (000) 000-1373 /s/ Evan Schexxxxxxx --------------------------- (Signature) By: Evan Schemenauer ------------------------------------------------------------------------------------------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (C) 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. ADDISON-DAVIS DIAGNOSTICS, INX. a Delaware corporation By: /s/ Edward W. Withrow III ------------------------------------- Name: Edward W. Withrow III Title: CEO Dated: September 16, 2005 ----------------------------------------------------------------------------------------------------------- SUBSCRIBER NOTE PRINCIPAL PAYMENT AFTER ORIGINAL ISSUE DISCOUNT ----------------------------------------------------------------------------------------------------------- ELLIS INTERNATIONAL LTD. $120,000.00 $100,000.00 53rd Street Urbanizacion Obarxxx Xxxxx Xoxxx, 00xx Xxxxx, Xxxxxx Xxxxxxxx xx Xxxxxx Xxx: (000) 000-0000 /s/ Wilhelm Uxxxx ----------------------------- (Signature) By: Wilhem Ungar ----------------------------------------------------------------------------------------------------------- SIGNATURE PAGE TO SUBSCRIPTION AGREEMENT (D) 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. ADDISON-DAVIS DIAGNOSTICS, INX. a Delaware corporation By: /s/ Edward W. Withrow III ------------------------------------- Name: Edward W. Withrow III Title: CEO Dated: September 16, 2005 ---------------------------------------------------------------------------------------------------------- SUBSCRIBER NOTE PRINCIPAL PAYMENT AFTER ORIGINAL ISSUE DISCOUNT ---------------------------------------------------------------------------------------------------------- OSHER CAPITAL INC. $60,000.00 $50,000.00 5 Sansberry Lane Spring Vallex, XX 00000 Xxx: (212) 586-8244 /s/ Yisroel Kxxxxx ------------------------------------------- (Signature) By: Yisroel Kluger ---------------------------------------------------------------------------------------------------------- LIST OF EXHIBITS AND SCHEDULES Exhibit A Form of Note Exhibit B Form of Class A Warrant Exhibit C Escrow Agreement Exhibit D Form of Security Agreement Exhibit E Form of Guaranty Agreement Exhibit F Form of Collateral Agent Agreement Exhibit G Form of Legal Opinion Exhibit H Form of Form 8-K or Public Announcement Schedule 5(a) Subsidiaries Schedule 5(d) Additional Issuances / Capitalization Schedule 5(q) Undisclosed Liabilities Schedule 5(u) Disagreements with Accountants and Lawyers Schedule 5(v) Transfer Agent Schedule 8 Lead Investor Schedule 9(e) Use of Proceeds Schedule 11.1 Other Registrable Securities SCHEDULE 8 LEAD INVESTOR AND DUE DILIGENCE FEE RECIPIENT ALPHA CAPITAL AKTIENGESELLSCHAFT Pradafant 7 0000 Xxxxxxxxxxx Vaduz, Lichtenstein Fax: 011-42-32323196 DUE DILIGENCE FEE

Independent Nature of Subscribers. The Company acknowledges that the obligations of each the Subscriber under the Transaction Documents are several and not joint with the obligations of any other Subscriber who is also purchasing Securities in the transaction (collectively, with the Subscriber, referred to as the “Subscribers”), and no Subscriber none of the Subscribers shall be responsible in any way for the performance of the obligations of any of the other Subscriber Subscribers under the Transaction Documents. The Company acknowledges that each Subscriber has represented that the decision of each Subscriber of the Subscribers to purchase Securities Units has been made by each of such Subscriber Subscribers independently of any of the other Subscriber Subscribers 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 of the other Subscriber Subscribers or by any agent or employee of any of the other SubscriberSubscribers, and no Subscriber none of the Subscribers or any of its agents or employees shall have any liability to any Subscriber of the Subscribers (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 of the Subscribers pursuant hereto or thereto (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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 of the Subscribers 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 of the other Subscriber Subscribers to be joined as an additional party in any proceeding for such purpose. The Company acknowledges that it has elected to provide all of the 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.

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 (including, but not limited to, the (i) inclusion of a Subscriber in the Registration Statement and (ii) review by, and consent to, such Registration Statement by a Subscriber) 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.. [THIS SPACE INTENTIONALLY LEFT BLANK] 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. WIZZARD SOFTWARE CORP. a Colorado corporation By: /s/ Christopher J. Spencer Name: Christopher J. Spencer Title: President Dated: January _____, 2005 SUBSCRIBER NOTE PRINCIPAL CLASS A WARRANTS CLASS B WARRANTS ALPHA CAPITAL AKTIENGESELLSCHAFT Pradafant 7 9490 Furstentums Vaduz, Lichtenstein Fax: 011-42-32323196 /s/ (Sxxxxxxxx) Xx: $800,000.00 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. WIZZARD SOFTWARE CORP. a Colorado corporation By: /s/ Christopher J. Spencer Name: Christopher J. Spencer Title: President & CEO Dated: January _____, 2005 SUBSCRIBER NOTE PRINCIPAL CLASS A WARRANTS CLASS B WARRANTS GENESIS MICROCAP INC. 483 Green Lanes London N13 0XX, Xxxxxxx Xx: Xxxxxxxx X. Xxxxxxx Fax: 000-000-0000-0000 /s/ (Sxxxxxxxx) Xx: $000,000.00 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. WIZZARD SOFTWARE CORP. a Colorado corporation By: /s/ Christopher J. Spencer Name: Christopher J. Spencer Title: President & CEO Dated: January _____, 2005 SUBSCRIBER NOTE PRINCIPAL CLASS A WARRANTS CLASS B WARRANTS WHALEHAVEN CAPITAL FUND LIMITED 3rd Floor, 14 Par-Laville Xxxx Xxxxxxxx, Xxxxxxx XX00 Xxx: (000) 000-0000 /x/ (Sixxxxxxx) Xx: $400,000.00 LIST OF EXHIBITS AND SCHEDULES Exhibit A1 Form of Class A Warrant Exhibit A2 Form of Class B Warrant Exhibit B Escrow Agreement Exhibit C Form of Legal Opinion Exhibit D Form of Public Announcement or Form 8-K Schedule 5(d) Additional Issuances Schedule 5(s) Capitalization Schedule 9(e) Use of Proceeds EXHIBIT A1 [SEE EXHIBITS 10.6 THROUGH 10.8] EXHIBIT A2 [SEE EXHIBITS 10.9 THROUGH 10.11] EXHIBIT B [SEE EXHIBIT 10.5] EXHIBIT C [FORM OF LEGAL OPINION] December ____, 2004 TO: The Subscribers identified on Schedule A hereto: We have acted as counsel to Wizzard Software Corp., a Colorado corporation in connection with the offer and sale by the Company of up to $1,400,000 principal amount of Convertible Notes (the "Notes") and issuance of common stock purchase warrants ("Warrants") to the Subscribers identified on Schedule A hereto, pursuant to the exemption from registration under the Securities Act of 1933, as amended (the "Act) as set forth in Regulation D ("Regulation D") promulgated thereunder. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the subscription agreement (the "Agreement") by and between the Company and Subscribers entered into at or about the date hereof. The Agreement, and the agreements described below are sometimes hereinafter referred to collectively as the "Documents". In connection with the opinions expressed herein, we have made such examination of law as we considered appropriate or advisable for purposes hereof. As to matters of fact material to the opinions expressed herein, we have relied, with your permission, upon the representations and warranties as to factual matters contained in and made by the Company and the Subscriber pursuant to the Documents and upon certificates and statements of certain government officials and of officers of the Company as described below. We have also examined originals or copies of certain corporate documents or records of the Company as described below: