SUBSCRIPTION AGREEMENT



dated as of this 29th day of February 2000 between POWERCHANNEL HOLDINGS, INC.,

a Delaware corporation (the "Company"), and ______________________ (the

"Subscriber")



     The Subscriber desires to purchase a Series A Convertible Note (the

"Note"), convertible in accordance with its terms into shares of the Company's

common stock (the "Shares") $.001 par value (the "Common Stock") and, upon the

terms and conditions set forth below, the Company agrees to sell the Note to the

Subscriber. The form of Note is annexed hereto as Exhibit A.



     NOW THEREFORE, in consideration of the premises and the mutual covenants

hereinafter set forth, the parties hereby agree as follows:



I.  SUBSCRIPTION FOR SHARES; REPRESENTATIONS BY SUBSCRIBER



     1.1 Subject to the terms and conditions hereinafter set forth, the

Subscriber hereby subscribes for and agrees to purchase from the Company, and

the Company agrees to issue and sell to the Subscriber, the Note in the original

principal amount set forth on the signature page of this Agreement at a purchase

price of $1.00 per each $1.00 of such principal amount.



     1.2 The Subscriber recognizes that the purchase of Notes and/or Shares

entails elements of risk of which it is aware. Subscriber acknowledges that (i)

he/it may not be able to liquidate his/its investment; (ii) transferability of

the Notes and/or Shares is extremely limited; and (iii) in the event of a

disposition, he/it could sustain a significant loss.



     1.3 The Subscriber represents (i) he/it is an "accredited investor" within

the meaning ascribed to such term in Rule 501 of Regulation D, promulgated under

the Securities Act of 1933, as amended (the "Act"), and has initialled the

provisions(s) of Rule 501 attached as Schedule 1.3 - Accredited Investor

Verification Schedule hereto which are applicable to him/it.



     1.4 The Subscriber acknowledges that: (i) he/it has adequate experience in

investing in non-listed and non-registered securities such that he/it is able to

evaluate the merits and risks of an investment in the Company; (ii) he/it

recognizes the speculative nature of this investment; and (iii) he/it is able to

bear the economic risk it hereby assumes. The Subscriber acknowledges that he/it

has read and is sufficiently familiar with the books and records of the Company

which have been provided to the Subscriber in connection with this Subscription,

in particular the financial statements of the Company enumerated in Section 4.7,

below. The Subscriber also acknowledges that he/it has been afforded the

opportunity to make, and has made, all inquiries of the officers of the Company

and others as it deemed appropriate with respect to the Company's affairs and

prospects. The Subscriber further acknowledges that, other than the

representations and warranties set forth herein or in the Note, no person has

made any representation or warranty about the Company, its business or its

securities.

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     1.5 The Subscriber hereby acknowledges and represents that he/it is not

purchasing the Shares pursuant to an offering and that the sale by the Company

of the Note hereby is the result of a privately negotiated transaction.

Accordingly, the sale of the Note has not been reviewed by the Securities and

Exchange Commission ("SEC") or any other regulatory body in reliance upon the

exemption provided by Section 4(2) of the Act.



     1.6. The Subscriber represents that the Note and the Shares issuable upon

conversion thereof are being purchased for his/its own account, for investment

and not for distribution or resale to others. The Subscriber agrees that he/it

will not sell or otherwise transfer the Note or Shares unless they are

registered under the Act or unless an exemption from such registration is

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