Preview | Subscription Agreement |

Whereas, the business of the Company is described in the Companys current Form 8-K, filed with the Securities and Exchange Commission on September 6, 2006, as amended, and the Form 10-QSB for each of the quarters ended September 30, 2006 and December 31, 2006 as filed with the Securities and Exchange Commission (the 34 Act Reports);

WHEREAS, the Company has retained American Capital Partners, L.L.C. (the Placement Agent) to act as placement agent in a private offering (the Offering) of units, each consisting of (i) $50,000 12% senior convertible notes of the Company, in the form attached hereto (the Notes), and (ii) 75,000 shares of common stock, par value $.001 per share (the Common Stock and together with the Note, the Units) at a purchase price equal to $50,000 per Unit;

1.1 The Subscriber hereby irrevocably subscribes for and agrees to purchase from the Company such number of Units, and the Company agrees to sell to the Subscriber as is set forth on the signature page hereof, at a per Unit price equal to $50,000 per Unit. The purchase price is payable by personal or business check or money order made payable to CST&T AAF TRS ESCROW ACCOUNT contemporaneously with the execution and delivery of this Agreement by the Subscriber. Subscribers may also pay the subscription amount by, wire transfer of immediately available funds to:

1.2 The Subscriber recognizes that the purchase of the Units involves a high degree of risk including, but not limited to, the following: (a) the Company remains a development stage business with limited operating history and requires substantial funds in addition to the proceeds of the Offering; (b) 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 Units; (c) the Subscriber may not be able to liquidate its investment; (d) transferability of the Units, including the Common Stock and Notes contained therein and Common Stock issuable upon exercise of the Notes (defined below) (sometimes hereinafter collectively referred to as the Securities) is extremely limited; (e) in the event of a disposition, the Subscriber could sustain the loss of its entire investment; (f) the Company has not paid any dividends since its inception and does not anticipate paying any dividends; and (g) the Company may issue additional securities in the future which have rights and preferences that are senior to those of the Common Stock.

1.3 The Subscriber represents that the Subscriber is an accredited investor as such term is defined in Rule 501 of Regulation D (Regulation D) promulgated under the Securities Act of 1933, as amended (the Securities Act), as indicated by the Subscribers responses to the questions contained in Article VII hereof, and that the Subscriber is able to bear the economic risk of an investment in the Units.

1.4 The Subscriber hereby acknowledges and represents that (a) the Subscriber has knowledge and experience in business and financial matters, prior investment experience, including investment in securities that are non-listed, unregistered and/or not traded on a national securities exchange nor on the National Association of Securities Dealers, Inc. (the NASD) automated quotation system (NASDAQ), or the Subscriber has employed the services of a purchaser representative (as defined in Rule 501 of Regulation D), attorney and/or accountant to read all of the documents furnished or made available by the Company both to the Subscriber and to all other prospective investors in the Units to evaluate the merits and risks of such an investment on the Subscribers behalf; (b) the Subscriber recognizes the highly speculative nature of this investment; and (c) the Subscriber is able to bear the economic risk that the Subscriber hereby assumes.