DIGICORP
SUBSCRIPTION AGREEMENT


SUBSCRIPTION AGREEMENT ("Subscription Agreement") made as of this 18th day
of May 2005 between DigiCorp, a Utah corporation with offices located at 100
Wilshire Boulevard, Suite 1500, Santa Monica, California 90401 (the "Company"),
and the undersigned (the "Subscriber").

WHEREAS, pursuant to Section 4(2) of the Securities Act of 1933, as
amended (the "Securities Act"), and Rule 506 promulgated thereunder, the Company
desires to sell and the Subscriber desires to purchase 2,941,176 shares of the
Company's common stock and warrants to purchase 3,000,000 shares of the
Company's common stock in a private placement (the "Offering") on the terms and
conditions set forth herein;

NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants hereinafter set forth, the parties hereto do hereby agree as follows:

I. SUBSCRIPTION FOR SECURITIES; REPRESENTATIONS BY AND COVENANTS OF
SUBSCRIBER

1.1 Subscription for Securities. Subject to the terms and conditions
hereinafter set forth, the Subscriber hereby subscribes for and agrees to
purchase from the Company 2,941,176 shares of the Company's common stock, $.001
par value ("Shares"), at a purchase price of $.17 per share and the Company
agrees to sell such Shares to the Subscriber for said purchase price. In
addition, in consideration for Subscribers purchase of the Shares, the Company
shall issue the Subscriber: (a) callable warrants to purchase 500,000 shares of
the Company's common stock with an exercise price of $0.25 exercisable for a
period of five years, in the form attached hereto as Exhibit A, (b) callable
warrants to purchase 500,000 shares of the Company's common stock with an
exercise price of $0.35 exercisable for a period of five years, in the form
attached hereto as Exhibit B, (c) callable warrants to purchase 500,000 shares
of the Company's common stock with an exercise price of $0.42 exercisable for a
period of five years, in the form attached hereto as Exhibit C, (d) callable
warrants to purchase 500,000 shares of the Company's common stock with an
exercise price of $0.75 exercisable for a period of five years, in the form
attached hereto as Exhibit D, (e) callable warrants to purchase 500,000 shares
of the Company's common stock with an exercise price of $1.00 exercisable for a
period of five years, in the form attached hereto as Exhibit E; and (f) callable
warrants to purchase 500,000 shares of the Company's common stock with an
exercise price of $1.50 exercisable for a period of five years, in the form
attached hereto as Exhibit F ("Warrants" and together with the Shares, the
"Securities").

1.2 Reliance on Exemptions. The Subscriber acknowledges that the
Offering has not been reviewed by the United States Securities and Exchange
Commission (the "SEC") or any state agency because it is intended to be a
nonpublic offering exempt from the registration requirements of the Securities
Act and state securities laws. The Subscriber understands that the Company is
relying in part upon the truth and accuracy of, and the Subscriber's compliance
with the representations, warranties, agreements, acknowledgments and
understandings of the Subscriber set forth herein in order to determine the
availability of such exemptions and the eligibility of the Subscriber to acquire
the Securities.


1.3 Investment Purpose. The Subscriber represents that the
Securities are being purchased for its own account, for investment purposes only
and not for distribution or resale to others in contravention of the
registration requirements of the Securities Act. The Subscriber agrees that it
will not sell or otherwise transfer the Securities unless they are registered
under the Securities Act or unless an exemption from such registration is
available.

1.4 Accredited Investor. The Subscriber represents and warrants that
it is an "accredited investor" as such term is defined in Rule 501 of Regulation
D promulgated under the Securities Act, and that it is able to bear the economic
risk of any investment in the Securities. The Subscriber further represents and
warrants that the information furnished in the accompanying accredited investor
questionnaire, which is attached hereto as Exhibit C, is accurate and complete
in all material respects.

1.5 Risk of Investment. The Subscriber recognizes that the purchase
of the Securities involves a high degree of risk in that: (a) an investment in
the Company is highly speculative and only investors who can afford the loss of
their entire investment should consider investing in the Company and the
Securities; (b) transferability of the Securities is limited; and (c) the
Company may require substantial additional funds to operate its business and
subsequent equity financings will dilute the ownership and voting interests of
Subscriber.

1.6 Prior Investment Experience. The Subscriber acknowledges that it
has prior investment experience and that it recognizes the highly speculative
nature of this investment.

1.7 Information. The Subscriber acknowledges careful review of this
Subscription Agreement as well as the Company's filings with the Securities and
Exchange Commission, as required pursuant to the Securities and Exchange Act of
1934, which are available on the Internet at www.sec.gov (collectively, the
"Offering Documents"), all of which the undersigned acknowledges have been
provided to the undersigned. The undersigned has been given the opportunity to
ask questions of, and receive answers from, the Company concerning the terms and
conditions of this Offering and the Offering Documents and to obtain such
additional information, to the extent the Company possesses such information or
can acquire it without unreasonable effort or expense, necessary to verify the
accuracy of same as the undersigned reasonably desires in order to evaluate the
investment. The undersigned understands the Offering Documents, and the
undersigned has had the opportunity to discuss any questions regarding any of
the Offering Documents with its counsel or other advisor. Notwithstanding the
foregoing, the only information upon which the undersigned has relied is that
set forth in the Offering Documents. The undersigned has received no
representations or warranties from the Company, its employees, agents or
attorneys in making this investment decision other than as set forth in the
Offering Documents. The undersigned does not desire to receive any further
information.

1.8 No Representations. The Subscriber hereby represents that,
except as expressly set forth in the Offering Documents, no representations or
warranties have been made to the Subscriber by the Company or any agent,
employee or affiliate of the Company, and in entering into this transaction the
Subscriber is not relying on any information other than that contained in the
Offering Documents and the results of independent investigation by the
Subscriber.

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1.9 Tax Consequences. The Subscriber acknowledges that the Offering
may involve tax consequences and that the contents of the Offering Documents do
not contain tax advice or information. The Subscriber acknowledges that it must
retain its own professional advisors to evaluate the tax and other consequences
of an investment in the Securities.

1.10 Transfer or Resale. The Subscriber understands and hereby
acknowledges that the Company is under no obligation to register the Securities
under the Securities Act except as contained herein. The Subscriber consents
that the Company may, if it desires, permit the transfer of the Securities out
of the Subscriber's name only when the Subscriber's request for transfer is
accompanied by an opinion of counsel reasonably satisfactory to the Company that
neither the sale nor the proposed transfer results in a violation of the
Securities Act or any applicable state "blue sky" laws.

1.11 Legends. The Subscriber understands that the certificates
representing the Securities, until such time as they have been registered under
the Securities Act, shall bear a restrictive legend in substantially the
following form (and a stop-transfer order may be placed against transfer of such
certificates or other instruments):

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED
FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN
EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE
SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES
LAWS, OR (B) AN OPINION OF COUNSEL, IN A REASONABLY ACCEPTABLE FORM,
THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE
SECURITIES LAWS, OR (II) UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID
ACT.

The legend set forth above shall be removed and the Company shall
issue a certificate without such legend to the holder of the Securities upon
which it is stamped, if (a) such Securities are being sold pursuant to a
registration statement under the Securities Act, (b) such holder delivers to the
Company an opinion of counsel, in a reasonably acceptable form, to the Company
that a disposition of the Securities is being made pursuant to an exemption from
such registration, or (c) such holder provides the Company with reasonable
assurance that a disposition of the Securities may be made pursuant to the Rule
144 under the Securities Act without any restriction as to the number of
securities acquired as of a particular date that can then be immediately sold.

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1.12 No General Solicitation. The Subscriber represents that the
Subscriber was not induced to invest by any form of general solicitation or
general advertising including, but not limited to, the following: (a) any
advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over the news or radio; and
(b) any seminar or meeting whose attendees were invited by any general
solicitation or advertising.

1.13 Validity; Enforcement. If the Subscriber is a corporation,
partnership, trust or other entity, the Subscriber represents and warrants that:
(a) it is authorized and otherwise duly qualified to purchase and hold the
Securities; and (b) that this Subscription Agreement has been duly and validly
authorized, executed and delivered and constitutes the legal, binding and
enforceable obligation of the undersigned. If the Subscriber is an individual,
the Subscriber represents and warrants that this Subscription Agreement has been
duly and validly executed and delivered and constitutes the legal, binding and
enforceable obligation of the undersigned.

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

1.15 Foreign Subscriber. If the Subscriber is not a United States
person, such Subscriber hereby represents that it has satisfied itself as to the
full observance of the laws of its jurisdiction in connection with any
invitation to subscribe for the Securities or any use of this Subscription
Agreement, including: (a) the legal requirements within its jurisdiction for the
purchase of the Securities; (b) any foreign exchange restrictions applicable to
such purchase; (c) any governmental or other consents that may need to be
obtained; and (d) the income tax and other tax consequences, if any, that may be
relevant to the purchase, holding, redemption, sale or transfer of the
Securities. Such Subscriber's subscription and payment for, and its continued
beneficial ownership of the Securities, will not violate any applicable
securities or other laws of the Subscriber's jurisdiction.

II. REPRESENTATIONS BY THE COMPANY

The Company represents and warrants to the Subscriber, except as set
forth in the disclosure schedules attached hereto:


2.1 Organization. The Company is duly organized and validly existing
in good standing under the laws of the jurisdiction of its organization. The
Company has full power and authority to own, operate and occupy its properties
and to conduct its business as presently conducted, and is registered or
qualified to do business and in good standing in each jurisdiction in which the
nature of the business conducted by it or the location of the properties owned
or leased by it requires such qualification and where the failure to be so
qualified would have a material adverse effect upon the Company's financial
condition (a "Material Adverse Effect"), and no proceeding has been instituted
in any such jurisdiction revoking, limiting or curtailing, or seeking to revoke,
limit or curtail, such power and authority or qualification.

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2.2 Due Authorization and Valid Issuance. The Company has all
requisite power and authority to execute, deliver and perform its obligations
under the Offering Documents, and when executed and delivered by the Company
will constitute legal, valid and binding agreements of the Company enforceable
against the Company in accordance with their terms, except as rights to
indemnity and contribution may be limited by state or federal securities laws or
the public policy underlying such laws, and except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' and contracting parties' rights generally, and
except as enforceability may be subject to general principles of equity
(regardless of whether such enforceability is considered in a proceeding in
equity or at law).

2.3 Noncontravention. The execution and delivery of the Offering
Documents, the issuance and sale of the Securities under the Offering Documents,
the fulfillment of the terms of the Offering Documents, and the consummation of
the transactions contemplated thereby will not (i) conflict with or constitute a
violation of, or default (with the passage of time or otherwise) under (1) any
material bond, debenture, note or other evidence of indebtedness, lease,
contract, indenture, mortgage, deed of trust, loan agreement, joint venture or
other agreement or instrument to which the Company is a party or by which it or
any of its properties are bound, (2) the charter, bylaws or other organizational
documents of the Company or any subsidiary or (3) any law, administrative
regulation, ordinance or order of any court or governmental agency, arbitration
panel or authority applicable to the Company or its properties, except for any
such conflicts, violations or defaults that are not reasonably likely to have a
Material Adverse Effect, or (ii) result in the creation or imposition of any
lien, encumbrance, claim, security interest or restriction whatsoever upon any
of the material properties or assets of the Company or an acceleration of
indebtedness pursuant to any obligation, agreement or condition contained in any
material bond, debenture, note or any other evidence of indebtedness, indenture,
mortgage, deed of trust or any other agreement or instrument to which the
Company is a party or by which it is bound or to which any of the material
property or assets of the Company is subject. No consent, approval,
authorization or other order of, or registration, qualification or filing with,
any regulatory body, administrative agency, or other governmental body in the
United States or any other person is required for the execution and delivery of
the Offering Documents and the valid issuance and sale of the Securities to be
sold pursuant to the Offering Documents, other than such as have been made or
obtained, and except for any post-closing securities filings or notifications
required to be made under federal or state securities laws.

2.4 No Violation. The Company is not (a) in violation of its
charter, bylaws or other organizational document; (b) in violation of any law,
administrative regulation, ordinance or order of any court or governmental
agency, arbitration panel or authority applicable to the Company, which
violation, individually or in the aggregate, would be reasonably likely to have
a Material Adverse Effect; or (c) in default (and there exists no condition
that, with the passage of time or otherwise, would constitute a default) in any
material respect in the performance of material agreement or instrument to which
the Company is a party or by which the Company is bound or by which the
properties of the Company are bound, that would be reasonably likely to have a
Material Adverse Effect. The business of the Company is not being conducted, and
shall not be conducted so long as the investors own any of the Securities, in
violation of any law, ordinance, rule, regulation, order, judgment or decree of
any governmental entity, court or arbitration tribunal, except for possible
violations the sanctions for which either singly or in the aggregate would not
have a Material Adverse Effect.

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2.5 Capitalization. Schedule 2.5 attached hereto contains a complete
and accurate description of the authorized, issued and outstanding capital stock
of the Company as of the date thereof (before giving effect to the transactions
contemplated by this Subscription Agreement). The Securities to be sold pursuant
to the Offering Documents have been duly authorized, and when issued and paid
for in accordance with the terms of the Agreements will be duly and validly
issued, fully paid and nonassessable. The outstanding shares of capital stock of
the Company have been duly and validly issued and are fully paid and
nonassessable, have been issued in compliance with all federal and state
securities laws, and were not issued in violation of any preemptive rights or
similar rights to subscribe for or purchase securities. Except as provided in
Schedule 2.5, there are no other outstanding rights (including, without
limitation, preemptive rights), warrants or options to acquire, or instruments
convertible into or exchangeable for, any unissued shares of capital stock or
other equity interest in the Company, or any contract, commitment, agreement,
understanding or arrangement of any kind to which the Company is a party or of
which the Company has knowledge relating to the issuance or sale of any capital
stock of the Company, any such convertible or exchangeable securities, or any
such rights, warrants or options. Without limiting the foregoing, except as
contemplated in connection with the Offering and except as provided in Schedule
2.5, no preemptive right, co-sale right, right of first refusal, registration
right, or other similar right exists with respect to the Securities or the
issuance and sale thereof (other than any such rights for which the Company has
obtained waivers in respect thereof). Except as provided in Schedule 2.5, there
are no stockholders agreements, voting agreements or other similar agreements
with respect to the common stock of the Company to which the Company is a party
or, to the knowledge of the Company, between or among any of the Company's
stockholders. The Company does not have any so-called stockholder rights plan or
"poison pill" and there are no "shark-repellant" charter or bylaw provisions or
so-called "state antitakeover" statutes applicable, in any case, to all or any
portion of the transactions contemplated by the Offering Documents, including,
without limitation, issuance of the Securities.

2.6 Legal Proceedings. Except as otherwise disclosed in the
Company's filings with the Securities and Exchange Commission, there is no
action, suit, proceeding, or to the knowledge of the Company, inquiry or
investigation before or by any court, public board, governmental agency or
authority, or self-regulatory organization or body pending or, to the knowledge
of the Company, threatened against or affecting the Company or any of its
directors or officers in their capacities as such, wherein an unfavorable
decision, ruling or finding would have a Material Adverse Effect or would
adversely affect the Offering or that would adversely affect the validity or
enforceability of, or the authority or ability of the Company to consummate the
Offering.

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2.7 Internal Accounting Controls. The Company and each of its
subsidiaries maintains a system of internal accounting controls sufficient to
provide reasonable assurance that (i) transactions are executed in accordance
with management's general or specific authorizations, (ii) transactions are
recorded as necessary to permit preparation of financial statements in
conformity with generally accepted accounting principles and to maintain asset
accountability, (iii) access to assets is permitted only in accordance with
management's general or specific authorization, and (iv) the recorded
accountability for assets is compared with the existing assets at reasonable
intervals and appropriate action is taken with respect to any differences. The
Company has established disclosure controls and procedures for the Company and
designed such disclosure controls and procedures to ensure that material
information relating to the Company, including its subsidiaries, is made known
to the certifying officers by others within those entities. The Company's
certifying officers evaluated the effectiveness of the Company's controls and
procedures as required by the rules of the Securities and Exchange Commission.

2.8 Governmental Permits, etc. The Company has all necessary
franchises, licenses, certificates and other authorizations from any foreign,
federal, state or local government or governmental agency, department, or body
that are currently necessary for the operation of the business of the Company as
currently conducted, except where the failure to currently possess could not
reasonably be expected to have a Material Adverse Effect.

2.9 Intellectual Property. (i) The Company owns or possesses
sufficient rights to use all material patents, patent rights, trademarks,
copyrights, licenses, inventions, trade secrets, trade names and know-how
(collectively, "Intellectual Property") as owned or possessed by it, or that are
necessary for the conduct of its business as now conducted or as proposed to be
conducted, except where the failure to currently own or possess would not have a
Material Adverse Effect, (ii) the Company has not received any notice of, or has
any knowledge of, any asserted infringement by the Company of, any rights of a
third party with respect to any Intellectual Property that, individually or in
the aggregate, would have a Material Adverse Effect, and (iii) the Company has
not received any notice of, or has no knowledge of, infringement by a third
party with respect to any Intellectual Property rights of the Company that,
individually or in the aggregate, would have a Material Adverse Effect.

2.10 Financial Statements. The financial statements of the Company
included in the Company's filings with the Securities and Exchange Commission
have been prepared in accordance with U.S. generally accepted accounting
principles, consistently applied, during the periods involved (except as may be
otherwise indicated in such financial statements or the notes thereto, or in the
case of unaudited interim statements, to the extent they do not include
footnotes or are condensed or summary statements) and fairly present in all
material respects the consolidated financial position of the Company and its
consolidated subsidiaries as of the dates thereof and the consolidated results
of their operations and cash flows for the periods then ended (subject, in the
case of unaudited statements, to normal, immaterial year-end audit adjustments).
Except as set forth in the financial statements of the Company included in the
Company's filings with the Securities and Exchange Commission, the Company has
no liabilities, contingent or otherwise, other than (i) liabilities incurred
subsequent to the date of such financial statements in the ordinary course of
business consistent with past practice and (ii) obligations under contracts and
commitments incurred in the ordinary course of business and not required under
U.S. generally accepted accounting principles to be reflected in such financial
statements, in each case that, individually or in the aggregate, are not
material to the financial condition, business, operations, properties, operating
results or prospects of the Company and its subsidiaries taken on a whole.

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2.11 Disclosure. None of the representations and warranties of the
Company appearing in the Offering Documents, when considered together as a
whole, contains, or on any closing date will contain, any untrue statement of a
material fact or omits, or on any closing date will omit to state any material
fact required to be stated herein or therein in order for the statements herein
or therein, in light of the circumstances under which they were made, not to be
misleading.

III. REGISTRATION RIGHTS

3.1 The Company agrees that if, at any time, and from time to time,
after the date hereof the Board of Directors of the Company (the "Board") shall
authorize the filing of a registration statement under the Securities Act (other
than a registration statement on Form S-8, Form S-4 or any other form that does
not include substantially the same information as would be required in a form
for the general registration of securities) in connection with the proposed
offer of any of its securities by it or any of its stockholders, the Company
shall: (A) promptly notify the Subscriber that such registration statement will
be filed and that the Securities then held by the Subscriber will be included in
such registration statement; (B) cause such registration statement to cover all
of such Securities issued to the Subscriber; (C) use best efforts to cause such
registration statement to become effective as soon as practicable; and (D) take
all other reasonable action necessary under any federal or state law or
regulation of any governmental authority to permit all such Securities that have
been issued to such holder to be sold or otherwise disposed of, and will
maintain such compliance with each such federal and state law and regulation of
any governmental authority for the period necessary for such holder to promptly
effect the proposed sale or other disposition. Notwithstanding any other
provision of this Section 3.1, the Company may at any time, abandon or delay any
registration commenced by the Company. In the event of such an abandonment by
the Company, the Company shall not be required to continue registration of the
Securities, the Holder shall retain the right to request inclusion of shares as
set forth above.

IV. MISCELLANEOUS

4.1 Notice. Any notices, consents, waivers or other communications
required or permitted to be given under the terms of this Subscription Agreement
must be in writing and will be deemed to have been delivered: (a) upon receipt,
when delivered personally, (b) upon receipt, when sent by facsimile (provided
confirmation of transmission is mechanically or electronically generated and
kept on file by the sending party), or (c) one (1) business day after deposit
with an overnight courier service, in each case properly addressed to the party
to receive the same. The addresses and facsimile numbers for such communications
shall be:

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If to the Company:

DigiCorp
100 Wilshire Boulevard, Suite 1500
Santa Monica, California 90401
Attn: Katie Queen
Telephone: (310) 752-1477
Facsimile: (310) 752-1486


With a copy to (which shall not constitute notice):

Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Attn: Marc J. Ross, Esq.
Telephone: (212) 930-9700
Facsimile: (212) 930-9725

If to the Subscriber, to its address and facsimile number set forth
at the end of this Subscription Agreement, or to such other address and/or
facsimile number and/or to the attention of such other person as specified by
written notice given to the Company five (5) days prior to the effectiveness of
such change. Written confirmation of receipt (a) given by the recipient of such
notice, consent, waiver or other communication, (b) mechanically or
electronically generated by the sender's facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such
transmission, or (c) provided by an overnight courier service shall be
rebuttable evidence of personal service, receipt by facsimile or receipt from an
overnight courier service in accordance with clause (a), (b) or (c) above,
respectively.

4.2 Entire Agreement; Amendment. This Subscription Agreement
supersedes all other prior oral or written agreements between the Subscriber,
the Company, their affiliates and persons acting on their behalf with respect to
the matters discussed herein, and this Subscription Agreement and the
instruments referenced herein contain the entire understanding of the parties
with respect to the matters covered herein and therein and, except as
specifically set forth herein or therein, neither the Company nor the Subscriber
makes any representation, warranty, covenant or undertaking with respect to such
matters. No provision of this Subscription Agreement may be amended or waived
other than by an instrument in writing signed by the Company and the holders of
at least a majority of the Securities then outstanding (determined on an as
exercised to common stock basis) (or if prior to the closing, the Subscribers
purchasing at least a majority of the Securities to be purchased at the
closing). No such amendment shall be effective to the extent that it applies to
less than all of the holders of the Securities then outstanding.

4.3 Severability. If any provision of this Subscription Agreement
shall be invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Subscription Agreement in that jurisdiction or the validity or
enforceability of any provision of this Subscription Agreement in any other
jurisdiction.

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4.4 Governing Law; Jurisdiction; Waiver of Jury Trial. All questions
concerning the construction, validity, enforcement and interpretation of this
Subscription Agreement shall be governed by the internal laws of the State of
California, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of California or any other
jurisdictions) that would cause the application of the laws of any jurisdictions
other than the State of California. Each party hereby irrevocably submits to the
non-exclusive jurisdiction of the state and federal courts sitting in Los
Angeles County, California for the adjudication of any dispute hereunder or in
connection herewith or with any transaction contemplated hereby or discussed
herein, and hereby irrevocably waives, and agrees not to assert in any suit,
action or proceeding, any claim that it is not personally subject to the
jurisdiction of any such court, that such suit, action or proceeding is brought
in an inconvenient forum or that the venue of such suit, action or proceeding is
improper. Each party hereby irrevocably waives personal service of process and
consents to process being served in any such suit, action or proceeding by
mailing a copy thereof to such party at the address for such notices to it under
this Subscription Agreement and agrees that such service shall constitute good
and sufficient service of process and notice thereof. Nothing contained herein
shall be deemed to limit in any way any right to serve process in any manner
permitted by law. Each party hereby irrevocably waives any right it may have,
and agrees not to request, a jury trial for the adjudication of any dispute
hereunder or in connection with or arising out of this Subscription Agreement or
any transaction contemplated hereby.

4.5 Headings. The headings of this Subscription Agreement are for
convenience of reference and shall not form part of, or affect the
interpretation of, this Subscription Agreement.

4.6 Successors And Assigns. This Subscription Agreement shall be
binding upon and inure to the benefit of the parties and their respective
successors and assigns. The Company shall not assign this Subscription Agreement
or any rights or obligations hereunder without the prior written consent of the
holders of at least a majority the Securities then outstanding, except by merger
or consolidation. The Subscriber shall not assign its rights hereunder without
the consent of the Company, which consent shall not be unreasonably withheld.

4.7 No Third Party Beneficiaries. This Subscription Agreement is
intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision
hereof be enforced by, any other person.

4.8 Survival. The representations and warranties of the Company and
the Subscriber contained in Articles I and II and the agreements set forth this
Article IV shall survive closing for a period of two years.

4.9 Further Assurances. Each party shall do and perform, or cause to
be done and performed, all such further acts and things, and shall execute and
deliver all such other agreements, certificates, instruments and documents, as
the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Subscription Agreement and the consummation of
the transactions contemplated hereby.

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4.10 No Strict Construction. The language used in this Subscription
Agreement will be deemed to be the language chosen by the parties to express
their mutual intent, and no rules of strict construction will be applied against
any party.

4.11 Legal Representation. The Subscriber acknowledges that: (a) it
has read this Subscription Agreement and the exhibits hereto; (b) it understands
that the Company has been represented in the preparation, negotiation, and
execution of this Subscription Agreement by Sichenzia Ross Friedman Ference LLP,
counsel to the Company; and (c) it understands the terms and consequences of
this Subscription Agreement and is fully aware of its legal and binding effect.

4.12 Counterparts. This Subscription Agreement may be executed in
two or more identical counterparts, all of which shall be considered one and the
same agreement and shall become effective when counterparts have been signed by
each party and delivered to the other party; provided that a facsimile signature
shall be considered due execution and shall be binding upon the signatory
thereto with the same force and effect as if the signature were an original, not
a facsimile signature.

[Signature page follows.]


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

Bodnar Capital Management, LLC No. of Shares: 2,941,176
----------
______________________________________ No. of Warrants: 3,000,000
----------
Name of Subscriber


/s/ Steven J. Bodnar
- ---------------------
Signature

Steven J. Bodnar
- -----------------
Name (Please Print)

Managing Member
- ---------------
Title

- --------------------------------------

- --------------------------------------

- --------------------------------------
Address of Subscriber


- --------------------------------------
Taxpayer Identification Number of
Subscriber

Subscription Accepted:

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By:/s/ Milton "Todd" Ault
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Name: Milton "Todd" Ault
Title: Chief Executive Officer

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