Common use of Subscription Procedures Clause in Contracts

Subscription Procedures. Convertible Debentures of FTS Apparel, Inc. (the "Company") are being offered (the "Debentures"). This offering is being made in accordance with the exemptions from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act") and Rule 506 of Regulation D promulgated under the 1933 Act. In order to purchase Debentures, each subscriber must complete and execute a questionnaire (the "Questionnaire") and a subscription agreement (the "Subscription Agreement"). In addition, the subscriber must make a payment to an escrow fund for the amount being purchased. All subscriptions are subject to acceptance by the Company, which shall not occur until the Company has returned the signed Company Signature Page. The Questionnaire is designed to enable the Purchaser to demonstrate the minimum legal requirements under federal and state securities laws to purchase the Debentures. The Signature Page for the Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by each subscriber. If you are a foreign person or foreign entity, you may be subject to a withholding tax equal to 30% of any dividends paid by the Company. In order to eliminate or reduce such withholding tax you must submit a properly executed I.R.S. Form 4224 (Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) or I.R.S. Form 1001 (Ownership Exemption or Reduced Trade Certificate), claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment must be made by wire transfer to J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq. (the "Escrow Agent") per the wire instructions that will be established. In the event of a termination of the offering or the rejection of a subscription, subscription funds will be returned by the Escrow Agent without interest or charges. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SUBSCRIPTION AGREEMENT To: FTS APPAREL, INC. ----------------- This Subscription Agreement is made between FTS APPAREL, INC., a Colorado corporation, (the "Company"), and the undersigned prospective purchaser ("Purchaser") who is subscribing hereby for the Company's convertible debentures (the "Debentures"). This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement, together with any Exhibits thereto, relating to an offering (the "Offering") of up to $400,000 of Debentures. The Offering is limited to accredited investors and is made in accordance with the exemptions from registration provided for under Section 4(2) of the 1933 Act and Rule 506 of Regulation D promulgated under the 1933 Act ("Regulation D").

Subscription Procedures. Convertible Debentures of FTS Apparel, Inc. (the Walker Financial Corp.(the "Company") are being ---------------------- offered (the "Debentures"). This offering is being made in accordance with the exemptions from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act") and Rule 506 of Regulation D promulgated under the 1933 Act. In order to purchase Debentures, each subscriber must complete and execute a questionnaire (the "Questionnaire") and a subscription agreement (the "Subscription Agreement"). In addition, the subscriber Holder, as defined herein, must make a payment to an escrow fund for the amount being purchasedpurchased directly to the Company. All subscriptions are subject to acceptance by the Company, which shall not occur until the Company has returned the signed Company Signature Page. The Questionnaire is designed to enable the Purchaser Holder to demonstrate the minimum legal requirements under federal and state securities laws to purchase the Debentures. The Signature Page for the Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by each subscriber. If you are a foreign person or foreign entity, you may be subject to a withholding tax equal to thirty percent (30% %) of any dividends paid by the Company. In order to eliminate or reduce such withholding tax you must submit a properly executed I.R.S. Form 4224 (Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) or I.R.S. Form 1001 (Ownership Exemption or Reduced Trade Certificate), claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment must of the full subscription amount will be made by wire transfer to J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇by Dutchess Private Equities Fund, Esq. II, LP (the "Escrow AgentHolder") on or prior to the closing per the wire instructions that will be established. In the event of a termination of the offering or the rejection of a subscription, subscription funds will be returned by the Escrow Agent Company without interest or charges. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SUBSCRIPTION AGREEMENT ----------------------- To: FTS APPAREL, INC. ----------------- Walker Financial Corp. ------------------------ This Subscription ▇▇▇▇cription Agreement is made between FTS APPAREL, INC.Walker Financial Corp., a Colorado corporation, ----------------------- Delaware corporation (the "Company"), and the undersigned prospective purchaser Holder (the "PurchaserHolder") who is subscribing hereby for the Company's convertible debentures (the "Debentures")) on December 23, 2005 and February 20, 2006. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement, together with any Exhibits thereto, relating to an offering (the "Offering") of up to Four Hundred and Forty-one Thousand dollars ($400,000 441,000) of Debentures. The Offering is limited to accredited investors Investors and is made in accordance with the exemptions from registration provided for under Section 4(2) of the 1933 Act and Rule 506 of Regulation D promulgated under the 1933 Act ("Regulation D"). Contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Debenture Registration Rights Agreement, the Debenture Agreement, the Security Agreement and Warrant Agreement (collectively, the "Transaction Documents").

Subscription Procedures. Convertible Debentures of FTS Apparel, Inc. (the "“Debentures”) of Marmion Industries Corp., a Nevada corporation (the “Company"”) are being offered pursuant to this Subscription Agreement (the "Debentures"this “Subscription Agreement”). This offering is being made in accordance with the exemptions from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the "1933 “Securities Act"”) and Rule 506 of Regulation D promulgated under the 1933 Securities Act. In order to purchase Debentures, each subscriber Subscriber must complete and execute a this Subscription Agreement and the accompanying investor questionnaire (the "“Questionnaire") and a subscription agreement (the "Subscription Agreement"”). In addition, the subscriber Holder, as defined herein, must make a payment to an escrow fund for the amount being purchasedsubscribed for hereunder directly to the Company. All subscriptions are subject to acceptance by the Company, which shall not occur until the Company has returned the signed “Company Signature Page”. The Questionnaire is designed to enable the Purchaser Holder to demonstrate the minimum legal requirements under federal and state securities laws to purchase the Debentures. The Signature Page for the Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by each subscriber. If you are the Holder is a foreign person or foreign entity, you the Holder may be subject to a withholding tax equal to thirty percent (30% %) of any dividends paid by the Company. In order to eliminate or reduce such withholding tax you tax, the Holder must submit a properly executed I.R.S. Form 4224 (“Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) ” or I.R.S. Form 1001 (“Ownership Exemption or Reduced Trade Certificate)”, claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment must of the full subscription amount will be made by wire transfer to J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇by Dutchess Private Equities Fund, Esq. LTD (the "Escrow Agent"“Holder”) on or prior to the closing per the wire instructions that will be established. In the event of a termination of the offering or the rejection of a subscription, subscription funds will be returned by the Escrow Agent Company without interest or charges. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SUBSCRIPTION AGREEMENT To: FTS APPAREL, INC. ----------------- This Subscription Agreement is made between FTS APPAREL, INC., a Colorado corporation, (the "Company"), and the undersigned prospective purchaser ("Purchaser") who is subscribing hereby for the Company's convertible debentures (the "Debentures"). This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement, together with any Exhibits thereto, relating to an offering (the "Offering") of up to $400,000 of Debentures. The Offering is limited to accredited investors and is made in accordance with the exemptions from registration provided for under Section 4(2) of the 1933 Act and Rule 506 of Regulation D promulgated under the 1933 Act ("Regulation D").

Subscription Procedures. Convertible Debentures of FTS Apparel, Inc. (the "“Debentures”) of Execute Sports, Inc., a Nevada corporation (the “Company"”) are being offered pursuant to this Subscription Agreement (the "Debentures"this “Subscription Agreement”). This offering is being made in accordance with the exemptions from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the "1933 “Securities Act"”) and Rule 506 of Regulation D promulgated under the 1933 Securities Act. In order to purchase Debentures, each subscriber Subscriber must complete and execute a this Subscription Agreement and the accompanying investor questionnaire (the "“Questionnaire") and a subscription agreement (the "Subscription Agreement"”). In addition, the subscriber Holder, as defined herein, must make a payment to an escrow fund for the amount being purchasedsubscribed for hereunder directly to the Company. All subscriptions are subject to acceptance by the Company, which shall not occur until the Company has returned the signed “Company Signature Page”. The Questionnaire is designed to enable the Purchaser Holder to demonstrate the minimum legal requirements under federal and state securities laws to purchase the Debentures. The Signature Page for the Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by each subscriber. If you are the Holder is a foreign person or foreign entity, you the Holder may be subject to a withholding tax equal to thirty percent (30% %) of any dividends paid by the Company. In order to eliminate or reduce such withholding tax you tax, the Holder must submit a properly executed I.R.S. Form 4224 (“Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) ” or I.R.S. Form 1001 (“Ownership Exemption or Reduced Trade Certificate)”, claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment must of the full subscription amount will be made by wire transfer to J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇by Dutchess Private Equities Fund, Esq. LTD (the "Escrow Agent"“Holder”) on or prior to the closing per the wire instructions that will be established. In the event of a termination of the offering or the rejection of a subscription, subscription funds will be returned by the Escrow Agent Company without interest or charges. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SUBSCRIPTION AGREEMENT To: FTS APPAREL, INC. ----------------- This Subscription Agreement is made between FTS APPAREL, INC., a Colorado corporation, (the "Company"), and the undersigned prospective purchaser ("Purchaser") who is subscribing hereby for the Company's convertible debentures (the "Debentures"). This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement, together with any Exhibits thereto, relating to an offering (the "Offering") of up to $400,000 of Debentures. The Offering is limited to accredited investors and is made in accordance with the exemptions from registration provided for under Section 4(2) of the 1933 Act and Rule 506 of Regulation D promulgated under the 1933 Act ("Regulation D").

Subscription Procedures. Convertible Debentures of FTS Apparel, Inc. (the LocatePlus Holdings Corporation(the "Company") ------------------------------- are being offered (the "Debentures"). This offering is being made in accordance with the exemptions from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act") and Rule 506 of Regulation D promulgated under the 1933 Act. In order to purchase Debentures, each subscriber must complete and execute a questionnaire (the "Questionnaire") and a subscription agreement (the "Subscription Agreement"). In addition, the subscriber must make a payment pursuant to an escrow fund the Funds Authorization Distribution Agreement, for the amount being purchasedpurchased or directly by the Holder. All subscriptions are subject to acceptance by the Company, which shall not occur until the Company has returned the signed Company Signature Page. The Questionnaire is designed to enable the Purchaser Holder to demonstrate the minimum legal requirements under federal and state securities laws to purchase the Debentures. The Signature Page for the Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by each subscriber. If you are a foreign person or foreign entity, you may be subject to a withholding tax equal to thirty percent (30% %) of any dividends paid by the Company. In order to eliminate or reduce such withholding tax you must submit a properly executed I.R.S. Form 4224 (Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) or I.R.S. Form 1001 (Ownership Exemption or Reduced Trade Certificate), claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment must of the full subscription amount will be made by wire transfer to J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇by Dutchess Private Equities Fund, Esq. II, LP (the "Escrow AgentHolder") on or prior to the closing per the wire instructions that will be established. In the event of a termination of the offering or the rejection of a subscription, subscription funds will be returned by the Escrow Agent Company without interest or charges. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SUBSCRIPTION AGREEMENT ----------------------- To: FTS APPAREL, INC. ----------------- LocatePlus Holdings Corporation --------------------------------- This Subscription Agreement is made between FTS APPAREL, INC.LocatePlus Holdings -------------------- Corporation, a Colorado placeStateDelaware corporation, (the "Company"), and the - undersigned prospective purchaser Holder ("PurchaserHolder") who is subscribing hereby for the Company's convertible debentures (the "Debentures")) on December 29, 2005. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement, together with any Exhibits thereto, relating to an offering (the "Offering") of up to One Million Five Hundred Thousand dollars ($400,000 1,500,000) of Debentures. The Offering is limited to accredited investors Investors and is made in accordance with the exemptions from registration provided for under Section 4(2) of the 1933 Act and Rule 506 of Regulation D promulgated under the 1933 Act ("Regulation D").

Subscription Procedures. Convertible Debentures of FTS Apparel, Inc. (the Securac Corp.(the "Company") are being offered ------------- (the "Debentures"). This offering is being made in accordance with the exemptions from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act") and Rule 506 of Regulation D promulgated under the 1933 Act. In order to purchase Debentures, each subscriber must complete and execute a questionnaire (the "Questionnaire") and a subscription agreement (the "Subscription Agreement"). In addition, the subscriber must make a payment pursuant to an escrow fund the Funds Authorization Distribution Agreement, for the amount being purchasedpurchased or directly by the Holder. All subscriptions are subject to acceptance by the Company, which shall not occur until the Company has returned the signed Company Signature Page. The Questionnaire is designed to enable the Purchaser Holder to demonstrate the minimum legal requirements under federal and state securities laws to purchase the Debentures. The Signature Page for the Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by each subscriber. If you are a foreign person or foreign entity, you may be subject to a withholding tax equal to thirty percent (30% %) of any dividends paid by the Company. In order to eliminate or reduce such withholding tax you must submit a properly executed I.R.S. Form 4224 (Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) or I.R.S. Form 1001 (Ownership Exemption or Reduced Trade Certificate), claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment must of the full subscription amount will be made by wire transfer to J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇by Dutchess Private Equities Fund, Esq. II, LP (the "Escrow AgentHolder") on or prior to the closing per the wire instructions that will be established. In the event of a termination of the offering or the rejection of a subscription, subscription funds will be returned by the Escrow Agent Company without interest or charges. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SUBSCRIPTION AGREEMENT ----------------------- To: FTS APPAREL, INC. ----------------- Securac Corp. -------------- This Subscription Agreement is made between FTS APPAREL, INC.Securac Corp., a Colorado Nevada --------------- corporation, (the "Company"), and the undersigned prospective purchaser Holder ("PurchaserHolder") who is subscribing hereby for the Company's convertible debentures (the "Debentures")) on September 30, 2005. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement, together with any Exhibits thereto, relating to an offering (the "Offering") of up to Five Hundred Thousand dollars ($400,000 500,000) of Debentures. The Offering is limited to accredited investors Investors and is made in accordance with the exemptions from registration provided for under Section 4(2) of the 1933 Act and Rule 506 of Regulation D promulgated under the 1933 Act ("Regulation D").

Subscription Procedures. Convertible Debentures of FTS Apparel, Inc. (the "“Debentures”) and (the “Securities”) of Brazil Interactive Media, Inc., Delaware corporation (the “Company"”) are being offered pursuant to this Subscription Agreement (the "Debentures"this “Subscription Agreement”). This offering “Offering” is being made in accordance with the exemptions from registration provided for under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the "1933 “Securities Act"”) and Rule 506 506(b) of Regulation D promulgated under the 1933 Securities Act. In order to purchase DebenturesSecurities, each subscriber Subscriber must complete and execute a this Subscription Agreement and the accompanying investor questionnaire (the "“Questionnaire") and a subscription agreement (the "Subscription Agreement"”). In addition, the subscriber Holder, as defined herein, must make a payment to an escrow fund for the amount being purchasedsubscribed for hereunder directly to the Company. All subscriptions are subject to acceptance by the Company, which shall not occur until the Company has returned the signed “Company Signature Page”. The Questionnaire is designed to enable the Purchaser Holder to demonstrate the minimum legal requirements under federal and state securities laws to purchase the DebenturesSecurities. The Signature Page for the Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by each subscribersubscriber and/or its advisors. If you are the Holder is a foreign person or foreign entity, you the Holder may be subject to a withholding tax equal to thirty percent (30% %) of any dividends paid by the Company. In order to eliminate or reduce such withholding tax you tax, the Holder must submit a properly executed I.R.S. Form 4224 (“Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) ” or I.R.S. Form 1001 (“Ownership Exemption or Reduced Trade Certificate)”, claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment must of the full subscription amount will be made by wire transfer to J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq. by _______________________________________________ (the "Escrow Agent"“Holder”) on or prior to the closing per the wire instructions that will be established. In the event of a termination of the offering Offering or the rejection of a subscription, subscription funds will be returned by the Escrow Agent Company without interest or charges. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SUBSCRIPTION AGREEMENT To: FTS APPAREL, INC. ----------------- This Subscription Agreement is made between FTS APPAREL, INC., a Colorado corporation, (the "Company"), and the undersigned prospective purchaser ("Purchaser") who is subscribing hereby for the Company's convertible debentures (the "Debentures"). This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement, together with any Exhibits thereto, relating to an offering (the "Offering") of up to $400,000 of Debentures. The Offering is limited to accredited investors and is made in accordance with the exemptions from registration provided for under Section 4(2) of the 1933 Act and Rule 506 of Regulation D promulgated under the 1933 Act ("Regulation D").

Subscription Procedures. Convertible Debentures of FTS ApparelTo complete a subscription for the Subscribed for Units, Inc. (the "Company") are being offered (the "Debentures"). This offering is being made in accordance Purchaser must fully comply with the exemptions from registration subscription procedure provided for under in Subsections 3.2.1 and 3.2.2 of this Section 4(23.2 (collectively, the “Subscriber Closing Deliverables”) on or before the applicable Closing. On delivery of the Securities Act of 1933, as amended (the "1933 Act") and Rule 506 of Regulation D promulgated under the 1933 Act. In order to purchase Debentures, each subscriber must complete and execute a questionnaire (the "Questionnaire") and a subscription agreement (the "Subscription Agreement"). In additionSubscriber Closing Deliverables, the subscriber must make a payment to an escrow fund for the amount being purchasedSubscriber will become bound by its terms. All subscriptions are subject to acceptance Unless otherwise required by the Company, which shall not occur until the Company has returned the signed Company Signature Page. The Questionnaire is designed to enable the Purchaser to demonstrate the minimum legal requirements under federal and applicable state securities laws to purchase laws, the Debentures. The Signature Page for the Questionnaire and the Subscriber may not withdraw or revoke her/his executed Subscription Agreement contain representations relating to in whole or in part without the subscription and should be reviewed carefully by each subscriber. If you are a foreign person or foreign entity, you may be subject to a withholding tax equal to 30% consent of any dividends paid by the Company. In order The Company may accept the Subscription at any time on or before the Termination Date. This Subscription Agreement is not binding on the Company until the date (the “Effective Date”) it is accepted as evidenced by the signature of an officer of the Company. The Company, in its sole discretion, has the right to eliminate accept or reduce such withholding tax you must submit a properly executed I.R.S. Form 4224 (Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade reject this Subscription in whole or Business in part and accept Subscriptions other than in the United States) or I.R.S. Form 1001 (Ownership Exemption or Reduced Trade Certificate), claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment must be made by wire transfer to J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq. (the "Escrow Agent") per the wire instructions that will be establishedorder received. In the event of a termination rejection of this Subscription, or in the event that, for any reason, none of the offering Units are sold (in which case this Subscription Agreement will be deemed to be rejected), the Company will thereafter promptly return or cause to be returned to the rejection Subscriber by mail, a check in the amount paid by the Subscriber in this Offering, without interest thereon or deduction therefrom for expenses or otherwise, and this Subscription Agreement shall thereafter have no further force or effect. If this Subscription is rejected in part, the funds for the rejected portion of a subscription, this subscription funds will be returned by the Escrow Agent without interest or charges. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933offset, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SUBSCRIPTION AGREEMENT To: FTS APPAREL, INC. ----------------- This and this Subscription Agreement is made between FTS APPAREL, INCwill continue in full force and effect to the extent this subscription was accepted., a Colorado corporation, (the "Company"), and the undersigned prospective purchaser ("Purchaser") who is subscribing hereby for the Company's convertible debentures (the "Debentures"). This subscription is submitted to you in accordance with and subject 3.2.1 Subject to the terms and conditions described in of this Subscription Agreement, together with any Exhibits thereto, relating prior to an offering Closing the Subscriber shall deliver to the Company: (the "Offering"a) a fully executed and completed copy of up to $400,000 of Debentures. The Offering is limited to accredited investors and is made in accordance with the exemptions from registration provided for under Section 4(2) this Subscription Agreement (including all of the 1933 Act information requested of the Subscriber on the Subscriber Signature Page and Rule 506 Exhibit B hereto; (b) a fully executed and completed copy of Regulation D promulgated under the 1933 Act Registration Rights Agreement ("Regulation D"as defined in Section 6); (c) a fully executed and completed Investor Questionnaire annexed to the Registration Rights Agreement; and (d) if the Subscriber is an individual, a copy of the Subscriber’s driver’s license or other federal or state government issued identification document substantiating Subscriber’s jurisdiction of residence as set forth on the Subscriber Signature Page hereto.

Subscription Procedures. Convertible Debentures of FTS ApparelXtreme Companies, Inc. Inc (the "Company") are being offered (the "Debentures"). This offering is being made in accordance with the exemptions from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act") and Rule 506 of Regulation D promulgated under the 1933 Act. In order to purchase Debentures, each subscriber must complete and execute a questionnaire (the "Questionnaire") and a subscription agreement (the "Subscription Agreement"). In addition, the subscriber must make a payment to an escrow fund fund, if available, for the amount being purchasedpurchased or directly to the Purchaser. All subscriptions are subject to acceptance by the Company, which shall not occur until the Company has returned the signed Company Signature Page. The Questionnaire is designed to enable the Purchaser to demonstrate the minimum legal requirements under federal and state securities laws to purchase the Debentures. The Signature Page for the Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by each subscriber. If you are a foreign person or foreign entity, you may be subject to a withholding tax equal to 30% of any dividends paid by the Company. In order to eliminate or reduce such withholding tax you must submit a properly executed I.R.S. Form 4224 (Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) or I.R.S. Form 1001 (Ownership Exemption or Reduced Trade Certificate), claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment must be made by wire transfer to J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇Dutchess Private Equities Fund, Esq. LP (the "Escrow AgentPurchaser") per the wire instructions that will be established. In the event of a termination of the offering or the rejection of a subscription, subscription funds will be returned by the Escrow Agent Company without interest or charges. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SUBSCRIPTION AGREEMENT ---------------------- To: FTS APPARELXtreme Companies, INC. ----------------- Inc. ------------------------ This Subscription Agreement is made between FTS APPARELXtreme Companies, INC.Inc., a Colorado Nevada corporation, (the "Company"), and the undersigned prospective purchaser ("Purchaser") who is subscribing hereby for the Company's convertible debentures (the "Debentures"). This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement, together with any Exhibits thereto, relating to an offering (the "Offering") of up to $400,000 50,000 of Debentures. The Offering is limited to accredited investors Purchasers and is made in accordance with the exemptions from registration provided for under Section 4(2) of the 1933 Act and Rule 506 of Regulation D promulgated under the 1933 Act ("Regulation D").

Subscription Procedures. Convertible Debentures of FTS Apparel, Inc. (the "“Debentures”) and Warrants to Purchase Common Stock (“Warrants”, together with the Debentures, the “Securities”) of MassRoots, Inc., Delaware corporation (the “Company"”) are being offered pursuant to this Subscription Agreement (the "Debentures"this “Subscription Agreement”). This offering “Offering” is being made in accordance with the exemptions from registration provided for under Section 4(24(a)(2) of the Securities Act of 1933, as amended (the "1933 “Securities Act"”) and Rule 506 506(b) of Regulation D promulgated under the 1933 Securities Act. In order to purchase DebenturesSecurities, each subscriber Subscriber must complete and execute a this Subscription Agreement and the accompanying investor questionnaire (the "“Questionnaire") and a subscription agreement (the "Subscription Agreement"”). In addition, the subscriber Holder, as defined herein, must make a payment to an escrow fund for the amount being purchasedsubscribed for hereunder directly to the Company. All subscriptions are subject to acceptance by the Company, which shall not occur until the Company has returned the signed “Company Signature Page”. The Questionnaire is designed to enable the Purchaser Holder to demonstrate the minimum legal requirements under federal and state securities laws to purchase the DebenturesSecurities. The Signature Page for the Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by each subscribersubscriber and/or its advisors. If you are the Holder is a foreign person or foreign entity, you the Holder may be subject to a withholding tax equal to thirty percent (30% %) of any dividends paid by the Company. In order to eliminate or reduce such withholding tax you tax, the Holder must submit a properly executed I.R.S. Form 4224 (“Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) ” or I.R.S. Form 1001 (“Ownership Exemption or Reduced Trade Certificate)”, claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment must of the full subscription amount will be made by wire transfer to J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq. by ____________ (the "Escrow Agent"“Holder”) on or prior to the closing per the wire instructions that will be established. In the event of a termination of the offering Offering or the rejection of a subscription, subscription funds will be returned by the Escrow Agent Company without interest or charges. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SUBSCRIPTION AGREEMENT To: FTS APPAREL, INC. ----------------- This Subscription Agreement is made between FTS APPAREL, INC., a Colorado corporation, (the "Company"), and the undersigned prospective purchaser ("Purchaser") who is subscribing hereby for the Company's convertible debentures (the "Debentures"). This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement, together with any Exhibits thereto, relating to an offering (the "Offering") of up to $400,000 of Debentures. The Offering is limited to accredited investors and is made in accordance with the exemptions from registration provided for under Section 4(2) of the 1933 Act and Rule 506 of Regulation D promulgated under the 1933 Act ("Regulation D").

Subscription Procedures. Convertible Debentures of FTS Apparel, Inc. (the LocatePlus Holdings Corporation(the "Company") ------------------------------- are being offered (the "Debentures"). This offering is being made in accordance with the exemptions from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act") and Rule 506 of Regulation D promulgated under the 1933 Act. In order to purchase Debentures, each subscriber must complete and execute a questionnaire (the "Questionnaire") and a subscription agreement (the "Subscription Agreement"). In addition, the subscriber Holder, as defined herein, must make a payment to an escrow fund for the amount being purchasedpurchased directly to the Company. All subscriptions are subject to acceptance by the Company, which shall not occur until the Company has returned the signed Company Signature Page. The Questionnaire is designed to enable the Purchaser Holder to demonstrate the minimum legal requirements under federal and state securities laws to purchase the Debentures. The Signature Page for the Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by each subscriber. If you are a foreign person or foreign entity, you may be subject to a withholding tax equal to thirty percent (30% %) of any dividends paid by the Company. In order to eliminate or reduce such withholding tax you must submit a properly executed I.R.S. Form 4224 (Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) or I.R.S. Form 1001 (Ownership Exemption or Reduced Trade Certificate), claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment must of the full subscription amount will be made by wire transfer to J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇by Dutchess Private Equities Fund, Esq. LP (the "Escrow AgentHolder") on or prior to the closing per the wire instructions that will be established. In the event of a termination of the offering or the rejection of a subscription, subscription funds will be returned by the Escrow Agent Company without interest or charges. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SUBSCRIPTION AGREEMENT ----------------------- To: FTS APPAREL, INC. ----------------- LocatePlus Holdings Corporation --------------------------------- This Subscription Agreement is made between FTS APPAREL, INC.LocatePlus Holdings -------------------- Corporation, a Colorado corporation, Delaware corporation (the "Company"), and the undersigned - prospective purchaser Holder (the "PurchaserHolder") who is subscribing hereby for the Company's convertible debentures (the "Debentures")) on July 18, 2006. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement, together with any Exhibits thereto, relating to an offering (the "Offering") of up to Seven Hundred Fifty Thousand dollars ($400,000 750,000) of Debentures. The Offering is limited to accredited investors Investors and is made in accordance with the exemptions from registration provided for under Section 4(2) of the 1933 Act and Rule 506 of Regulation D promulgated under the 1933 Act ("Regulation D"). Contemporaneously with the execution and delivery of this Agreement, the parties hereto are executing and delivering a Debenture Registration Rights Agreement, the Debenture Agreement, Security Agreement and Warrant Agreement (collectively, the "Transaction Documents").

Subscription Procedures. Convertible Debentures of FTS ApparelNighthawk, Systems, Inc. (the "Company") are being offered (the "Debentures"). This offering is being made in accordance with the exemptions from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act") and Rule 506 of Regulation D promulgated under the 1933 Act. In order to purchase Debentures, each subscriber must complete and execute a questionnaire (the "Questionnaire") and a subscription agreement (the "Subscription Agreement"). In addition, the subscriber must make a payment pursuant to an escrow fund the Funds Authorization Distribution Agreement, for the amount being purchasedpurchased or directly to the Purchaser. All subscriptions are subject to acceptance by the Company, which shall not occur until the Company has returned the signed Company Signature Page. The Questionnaire is designed to enable the Purchaser to demonstrate the minimum legal requirements under federal and state securities laws to purchase the Debentures. The Signature Page for the Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by each subscriber. If you are a foreign person or foreign entity, you may be subject to a withholding tax equal to 30% of any dividends paid by the Company. In order to eliminate or reduce such withholding tax you must submit a properly executed I.R.S. Form 4224 (Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) or I.R.S. Form 1001 (Ownership Exemption or Reduced Trade Certificate), claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment must be made by wire transfer to J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇by Dutchess Private Equities Fund, Esq. II, LP (the "Escrow AgentPurchaser") per the wire instructions that will be established. In the event of a termination of the offering or the rejection of a subscription, subscription funds will be returned by the Escrow Agent Company without interest or charges. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SUBSCRIPTION AGREEMENT To: FTS APPARELNighthawk Systems, INC. ----------------- Inc. This Subscription Agreement is made between FTS APPARELNighthawk Systems, INC.Inc., a Colorado Nevada corporation, (the "Company"), and the undersigned prospective purchaser ("Purchaser") who is subscribing hereby for the Company's convertible debentures (the "Debentures"). This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement, together with any Exhibits thereto, relating to an offering (the "Offering") of up to $400,000 250,000 of Debentures. The Offering is limited to accredited investors Investors and is made in accordance with the exemptions from registration provided for under Section 4(2) of the 1933 Act and Rule 506 of Regulation D promulgated under the 1933 Act ("Regulation D").

Subscription Procedures. Convertible Debentures of FTS ApparelXtreme Companies, Inc. Inc (the "Company") are being --------------------- offered (the "Debentures"). This offering is being made in accordance with the exemptions from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act") and Rule 506 of Regulation D promulgated under the 1933 Act. In order to purchase Debentures, each subscriber must complete and execute a questionnaire (the "Questionnaire") and a subscription agreement (the "Subscription Agreement"). In addition, the subscriber must make a payment to an escrow fund fund, if available, for the amount being purchasedpurchased or directly to the Purchaser. All subscriptions are subject to acceptance by the Company, which shall not occur until the Company has returned the signed Company Signature Page. The Questionnaire is designed to enable the Purchaser to demonstrate the minimum legal requirements under federal and state securities laws to purchase the Debentures. The Signature Page for the Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by each subscriber. If you are a foreign person or foreign entity, you may be subject to a withholding tax equal to 30% of any dividends paid by the Company. In order to eliminate or reduce such withholding tax you must submit a properly executed I.R.S. Form 4224 (Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) or I.R.S. Form 1001 (Ownership Exemption or Reduced Trade Certificate), claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment must be made by wire transfer to J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq. eFund Capital Partners (the "Escrow AgentPurchaser") per the wire instructions that will be established. In the event of a termination of the offering or the rejection of a subscription, subscription funds will be returned by the Escrow Agent Company without interest or charges. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SUBSCRIPTION AGREEMENT ---------------------- To: FTS APPARELXtreme Companies, INC. ----------------- Inc. ------------------------ This Subscription Agreement is made between FTS APPARELXtreme Companies, INC.Inc., a Colorado ----------------------- Nevada corporation, (the "Company"), and the undersigned prospective purchaser ("Purchaser") who is subscribing hereby for the Company's convertible debentures (the "Debentures"). This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement, together with any Exhibits thereto, relating to an offering (the "Offering") of up to $400,000 50,000 of Debentures. The Offering is limited to accredited investors Purchasers and is made in accordance with the exemptions from registration provided for under Section 4(2) of the 1933 Act and Rule 506 of Regulation D promulgated under the 1933 Act ("Regulation D").

Subscription Procedures. Convertible Debentures of FTS ApparelJACOBSON RESONANCE ENTE▇▇▇▇▇▇▇, Inc. INC. (the "Company") are being offered (the "Debentures"). This offering is being made in accordance with the exemptions from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act") and Rule 506 of Regulation D promulgated under the 1933 Act. In order to purchase Debentures, each subscriber must complete and execute a questionnaire (the "Questionnaire") and a subscription agreement (the "Subscription Agreement"). In addition, the subscriber must make a payment to an escrow fund for the amount being purchased. All subscriptions are subject to acceptance by the Company, which shall not occur until the Company has returned the signed Company Signature Page. The Questionnaire is designed to enable the Purchaser to demonstrate the minimum legal requirements under federal and state securities laws to purchase the Debentures. The Signature Page for the Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by each subscriber. If you are a foreign person or foreign entity, you may be subject to a withholding tax equal to 30% of any dividends paid by the Company. In order to eliminate or reduce such withholding tax you must submit a properly executed I.R.S. Form 4224 (Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) or I.R.S. Form 1001 (Ownership Exemption or Reduced Trade Certificate), claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment must be made by wire transfer to JJoseph B. LaRocco (the "▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq. (the "Escrow Agent") per ▇er the wire instructions that will be established. In the event of a termination of the offering or the rejection of a subscription, subscription funds will be returned by the Escrow Agent without interest or charges. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SUBSCRIPTION AGREEMENT ---------------------- To: FTS APPARELJACOBSON RESONANCE ENTE▇▇▇▇▇▇▇, INC. ----------------- ------------------------------------ This Subscription Agreement is made between FTS APPARELJACOBSON RESONANCE ENTE▇▇▇▇▇▇▇, INC., a Colorado Nevada corporation, (the "Company"), and the undersigned prospective purchaser ("Purchaser") who is subscribing hereby for the Company's convertible debentures (the "Debentures"). This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement, together with any Exhibits thereto, relating to an offering (the "Offering") of up to $400,000 250,000 of Debentures. The Offering is limited to accredited investors and is made in accordance with the exemptions from registration provided for under Section 4(2) of the 1933 Act and Rule 506 of Regulation D promulgated under the 1933 Act ("Regulation D").

Subscription Procedures. The Series B Convertible Debentures Preferred Stock of FTS ApparelEuroGas, Inc. (the "Company" or "Seller") are is being offered for $1,000 per share (the "DebenturesShares"). The Shares will be transferable to the extent that any such transfer is permitted by law. This offering is being made in accordance with the exemptions from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act") and Rule 506 of Regulation D promulgated under the 1933 ActAct (the "Regulation D Offering"). In order to purchase DebenturesShares, each subscriber (the "Investor") must complete and execute a questionnaire (the "Investor Questionnaire") and ), a subscription agreement (the "Subscription Agreement"), and an Internal Revenue Service Form W-9 or other appropriate form as may be applicable. In addition, the subscriber Investor must make a payment to an escrow fund for the amount being purchasedof $1,000 per share of Series B Convertible Preferred Stock subscribed for. All subscriptions are subject to acceptance by the Company, which shall not occur until the Company has returned the signed Company Signature PagePage and the stock certificate representing the Shares purchased to the Investor. The Investor Questionnaire is designed to enable the Purchaser Investor to demonstrate the minimum legal requirements under federal and state securities laws to purchase the DebenturesShares. The Signature Page for the Investor Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by each subscriberInvestor. Also included is an Internal Revenue Service Form W-9: "Request for Taxpayer Identification Number and Certification" for U.S. citizens or residents of the U.S. for U.S. federal income tax purposes only. (Foreign investors should consult their tax advisors regarding the need to complete Internal Revenue Service Form W-9 and any other forms that may be required). If you are a foreign person or foreign entity, you may be subject to a withholding tax equal to 30% of any dividends paid by the Company. In order to eliminate or reduce such withholding tax you must submit a properly executed I.R.S. Form 4224 (Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) or I.R.S. Form 1001 (Ownership Exemption or Reduced Trade Certificate), claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment must be made by wire transfer as provided below: Immediately available funds should be sent via wire transfer to Jthe escrow account stated below and the completed Investor Questionnaire, Subscription Agreement, and a Form W-9 or other appropriate form should be forwarded to the Escrow Agent. Your subscription funds will be deposited into a non-interest bearing escrow account of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq., Escrow Agent, at First Union Bank of Connecticut, Stamford, Connecticut. In the event of a termination of the Offering or the rejection of a subscription, subscription funds will be returned without interest or charges. The wire instructions are as follows: First Union Bank of Connecticut Executive Office ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇. ▇. Box 700 Stamford, CT 06904-0700 ABA #: ▇▇▇▇▇▇▇▇▇ Swift #: ▇▇▇▇▇▇▇▇ Account #: ▇▇▇▇▇-▇▇▇▇▇▇▇-▇ ▇▇▇▇.▇▇▇▇: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Esq. (the "Escrow Agent") per the wire instructions that will be established. In the event of a termination of the offering or the rejection of a subscription, subscription funds will be returned by the Escrow Agent without interest or charges. Trustee Account THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SUBSCRIPTION AGREEMENT To: FTS APPARELEUROGAS, INC. ----------------- This Subscription Agreement is made between FTS APPARELEUROGAS, INC., a Colorado Utah corporation, (the "Company" or "Seller"), and the undersigned prospective purchaser ("Purchaser") who is subscribing hereby for the Company's convertible debentures Series B Convertible Preferred Stock (the "DebenturesShares"), at a purchase price of $1,000 per share. The Shares being offered will be separately transferable, to the extent that any such transfer is permitted by law. The conversion terms of the Shares are set forth in Section 4 and the form of Notice of Conversion is attached hereto as Exhibit A. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription AgreementAgreement dated May , 1998, together with any Exhibits thereto, relating to an offering (the "Offering") of up to $400,000 of Debentures30,000 Shares. The Offering offering (the "Regulation D Offering") is limited to accredited investors and is made in accordance with the exemptions from registration provided for under Section 4(2) of the 1933 Securities Act of 1933, as amended (the "Act"), and Rule 506 of Regulation D promulgated under the 1933 Act ("Regulation D").

Subscription Procedures. Convertible Debentures of FTS ApparelUnion Dental Holdings, Inc. (the "Company") are being offered (the "Debentures"). This offering is being made in accordance with the exemptions from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the "1933 Act") and Rule 506 of Regulation D promulgated under the 1933 Act. In order to purchase Debentures, each subscriber must complete and execute a questionnaire (the "Questionnaire") and a subscription agreement (the "Subscription Agreement"). In addition, the subscriber must make a payment pursuant to an escrow fund the Funds Authorization Distribution Agreement, for the amount being purchasedpurchased or directly to the Holder. All subscriptions are subject to acceptance by the Company, which shall not occur until the Company has returned the signed Company Signature Page. The Questionnaire is designed to enable the Purchaser Holder to demonstrate the minimum legal requirements under federal and state securities laws to purchase the Debentures. The Signature Page for the Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by each subscriber. If you are a foreign person or foreign entity, you may be subject to a withholding tax equal to thirty percent (30% %) of any dividends paid by the Company. In order to eliminate or reduce such withholding tax you must submit a properly executed I.R.S. Form 4224 (Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) or I.R.S. Form 1001 (Ownership Exemption or Reduced Trade Certificate), claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment must be made by wire transfer to J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇by Dutchess Private Equities Fund, Esq. II, LP (the "Escrow AgentHolder") per the wire instructions that will be established. In the event of a termination of the offering or the rejection of a subscription, subscription funds will be returned by the Escrow Agent Company without interest or charges. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SUBSCRIPTION AGREEMENT To: FTS APPARELUnion Dental Holdings, INC. ----------------- Inc. This Subscription Agreement is made between FTS APPARELUnion Dental Holdings, INC.Inc., a Colorado Florida corporation, (the "Company"), and the undersigned prospective purchaser Holder ("PurchaserHolder") who is subscribing hereby for the Company's convertible debentures (the "Debentures")) on August 17, 2005. This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement, together with any Exhibits thereto, relating to an offering (the "Offering") of up to Six Hundred Thousand dollars ($400,000 600,000) of Debentures. The Offering is limited to accredited investors Investors and is made in accordance with the exemptions from registration provided for under Section 4(2) of the 1933 Act and Rule 506 of Regulation D promulgated under the 1933 Act ("Regulation D").

Subscription Procedures. Convertible Debentures of FTS Apparel, Inc. (the "“Debentures”) of ITalk, Inc., a Nevada corporation (the “Company"”) are being offered pursuant to this Subscription Agreement (the "Debentures"this “Subscription Agreement”). This offering is being made in accordance with the exemptions from registration provided for under Section 4(2) of the Securities Act of 1933, as amended (the "1933 “Securities Act"”) and Rule 506 of Regulation D promulgated under the 1933 Securities Act. In order to purchase Debentures, each subscriber Subscriber must complete and execute a this Subscription Agreement and the accompanying investor questionnaire (the "“Questionnaire") and a subscription agreement (the "Subscription Agreement"”). In addition, the subscriber Holder, as defined herein, must make a payment to an escrow fund for the amount being purchasedsubscribed for hereunder directly to the Company. All subscriptions are subject to acceptance by the Company, which shall not occur until the Company has returned the signed “Company Signature Page”. The Questionnaire is designed to enable the Purchaser Holder to demonstrate the minimum legal requirements under federal and state securities laws to purchase the Debentures. The Signature Page for the Questionnaire and the Subscription Agreement contain representations relating to the subscription and should be reviewed carefully by each subscriber. If you are the Holder is a foreign person or foreign entity, you the Holder may be subject to a withholding tax equal to thirty percent (30% %) of any dividends paid by the Company. In order to eliminate or reduce such withholding tax you tax, the Holder must submit a properly executed I.R.S. Form 4224 (“Exemption from Withholding of Tax on Income Effectively Connected with the Conduct of a Trade or Business in the United States) ” or I.R.S. Form 1001 (“Ownership Exemption or Reduced Trade Certificate)”, claiming exemption from withholding or eligibility for treaty benefits in the form of a lower rate of withholding tax on interest or dividends. Payment must of the full subscription amount will be made by wire transfer to J▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇by Dutchess Opportunity Fund, Esq. II, LP (the "Escrow Agent"“Holder”) on or prior to the closing per the wire instructions that will be established. In the event of a termination of the offering or the rejection of a subscription, subscription funds will be returned by the Escrow Agent Company without interest or charges. THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF SUCH LAWS. THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER SUCH LAWS PURSUANT TO REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY OTHER REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING MATERIALS. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL. SUBSCRIPTION AGREEMENT To: FTS APPAREL, INC. ----------------- This Subscription Agreement is made between FTS APPAREL, INC., a Colorado corporation, (the "Company"), and the undersigned prospective purchaser ("Purchaser") who is subscribing hereby for the Company's convertible debentures (the "Debentures"). This subscription is submitted to you in accordance with and subject to the terms and conditions described in this Subscription Agreement, together with any Exhibits thereto, relating to an offering (the "Offering") of up to $400,000 of Debentures. The Offering is limited to accredited investors and is made in accordance with the exemptions from registration provided for under Section 4(2) of the 1933 Act and Rule 506 of Regulation D promulgated under the 1933 Act ("Regulation D").