ROEX, INC.
                             SUBSCRIPTION AGREEMENT


         1.   SUBSCRIPTION.   The  undersigned  hereby  subscribes  to  purchase
___________  shares of the common stock, no par value (the "Common  Stock"),  of
Roex,  Inc.  (the  "Company")  for a purchase  price equal to $5.00 per share or
$______________  total. A check payable to "Roex, Inc.  Subscription Account" in
the full  amount  of the  purchase  price is  enclosed  with  this  Subscription
Agreement.


      2. SUBSCRIPTION  FUNDS. The undersigned  understands that the subscription
funds  will be held in an  escrow  account  at the  Santa  Barbara  Bank & Trust
("Escrow Agent") or in a segregated account  established for such purpose by the
Company,  if such funds are  received  after the  initial  closing on the Common
Stock has taken place. In the event this  Subscription  Agreement is rejected in
whole by the Company,  or if subscriptions  for a minimum of 500,000 shares have
not been received and accepted by the Escrow  Agent,  the funds will be promptly
returned to the undersigned without interest or deduction, and this Subscription
Agreement  will be null and void.  In the event this  Subscription  Agreement is
accepted,  in whole or in part, the funds deposited in the escrow account or the
segregated  subscription  account  will be paid over to the Company at a closing
and  applied  as  described  in  the  Prospectus  (and  any  amounts  which  the
undersigned  has  tendered  in excess of the cash  subscription  for the  Shares
allocated to the undersigned will be returned).


         3. ACKNOWLEDGEMENT. The undersigned acknowledges that, prior to signing
this Subscription  Agreement,  he or she has received the Prospectus  describing
the offering of shares of Common Stock by the Company and has carefully reviewed
the risks of, and other  considerations  relevant  to, a purchase  of the Common
Stock,  including  those  described  under the  caption  "Risk  Factors"  in the
Prospectus.  It is  specifically  agreed to by the Company  and the  undersigned
understands that by signing this subscription Agreement the undersigned does not
waive any right of action he/she may have under  applicable  federal  securities
laws.

         4. TERM OF  SUBSCRIPTION.  The undersigned  understands that he/she may
rescind this subscription at any time prior to the time that the Company accepts
this  Subscription  Agreement.  If  the  undersigned  exercises  this  right  of
rescission, all funds will be returned to the undersigned, without interest.

         5.  REJECTION  BY  COMPANY.  The Company  may, in its sole  discretion,
reject  this  subscription  in  whole or in part.  No  cancellation  fee will be
charged if the Company rejects this subscription.



The undersigned hereby executes this Subscription Agreement as of the    day of
                                                                     ---
                 ,   2000,  at                 ,
- -----------------              ---------------- ---------------.
                                    (city)           (state)




                               SUBSTITUTE FORM W-9
               PAYER'S REQUEST FOR TAXPAYER IDENTIFICATION NUMBERS

Under the penalties of perjury,  I certify that: (1) the Social  Security Number
or Taxpayer  Identification  Number  given  below is  correct;  and (2) I am not
subject to backup withholding. INSTRUCTION: YOU MUST CROSS OUT NUMBER 2 ABOVE IF
YOU HAVE BEEN NOTIFIED BY THE INTERNAL  REVENUE  SERVICE THAT YOU ARE SUBJECT TO
BACKUP WITHHOLDING  BECAUSE OF UNDERREPORTING  INTEREST OR DIVIDENDS ON YOUR TAX
RETURN.


MAIL TO:


Signature:
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Print Name:
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Federal Employer Identification Number:
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Social Security Number:
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Street Address:
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City, State and Zip Code:
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Telephone Number:
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