SUBSCRIPTION AGREEMENT

                                    AND

                    PROSPECTIVE PURCHASER QUESTIONNAIRE

                        CALLINGCARD INDUSTRIES, INC.



SUBSCRIPTION AGREEMENT

TO: CALLINGCARD INDUSTRIES, INC., "The Company", Seller


All investors are subject to the  provisions of the  subscription
agreement and completion of the prospectus  purchaser  questionnaire which
includes the amount of shares  purchased,  the price of the shares,  the
provisions of receiving the share certificate(s), and representations and
warranties that the purchaser is a qualified  investor  who must have a
minimum  net worth of  $250,000  and annual individual  income  of
$100,000  for  each of the two  predecessor  years  or a combined
household  income  with  spouse  of  $150,000  per  year  for  the two
predecessor years, or other substantial "sophisticated" investor
indicators. The purchaser  must complete a prospectus  purchaser
questionnaire  and must comply with the minimum income and net worth
provisions to be a "qualified" investor.

1. The undersigned hereby subscribes for the purchase of common shares of
stock, @$1.00 per share,  of Callingcard industries,  Inc.  (the
"Company") in accordance with the terms and conditions of this Agreement.

2. This subscription is one of a limited number of such subscriptions for
common shares  of  stock  of the  Company.  The  execution  of  this
Agreement  of the undersigned shall constitute an offer by the undersigned
to subscribe for common shares of stock in the amount specified below. The
Seller,  Callingcard industries, Inc., shall have the right (in its sole
discretion) to reject such offer for any reason  whatsoever,  or, by
executing a copy of this  Agreement,  to accept such offer.  If such offer
is  accepted,  Callingcard industries,  Inc.  will return an executed  copy
of this  Agreement to the  undersigned,  along with a valid share
certificate from the Company's  transfer agent,  National Stock Transfer,
Inc., 1512 South 1100  East,  Salt Lake City,  Utah  84105.  If this
subscription  is rejected or if the offering is not consummated for any
reason, the undersigned's subscription  payment  will  be  returned,
uncashed,  as  soon  as  practicable following  termination of the offering
or the date of rejection,  as applicable. It is understood  that this
subscription is not binding on Callingcard industries, Inc. unless and
until it is accepted by Callingcard industries, Inc., as evidenced by its
execution of this Subscription Agreement where indicated below.

3. The undersigned hereby makes the following representations and
warranties:

     a. The undersigned  has been furnished with and has carefully
reviewed the prospectus and documents attached thereto.

     b. All  information  provided to the Callingcard industries,  Inc.,
including that in the  Prospective  Purchaser  Questionnaire,  is  true
and  correct  and complete in all respects as of the date hereof.

     c. The undersigned is at least  twenty-one (21) years of age and
sufficient legal capacity to execute this Agreement.

     d. The  undersigned  is a qualified investor as that term is defined
above.

     e. The undersigned  has analyzed and reviewed the information
contained in the Company Prospectus contained in the SB-2 Registration
Statement and has had an opportunity to ask questions of and receive
answers from the Company,  or any person or persons  acting on its behalf,
concerning the terms and conditions of this  investment,  and  all  such
questions  have  been  answered  to the  full satisfaction of the
undersigned.

     f. The  undersigned  has adequate  means of providing for his current
needs and  possible  personal  contingencies  and has no need  for
liquidity  in this investment,  and his overall  commitment  to
investments  which are not readily marketable is not  disproportionate  to
his net worth, and his investment in the shares will not cause such overall
commitment to become excessive.

     g. The  undersigned  understands  that the common shares of stock have
been registered  under the Securities Act of 1933, as amended (the "Act")
pursuant to the completion of an SB-2 Registration Statement, but not with
any state.

     h. The  undersigned  is  acquiring  the common  shares of stock for
his own account for  investment  purposes only and is not  purchasing the
subject shares for an undisclosed third party.

     i. If the  undersigned  is a  corporation,  partnership,  trust,  or
other entity, it represents:

          (i) It is duly organized, validly existing, and in good standing
          under  the laws of the United States of America, or elsewhere,
          and has all of the  requisite power and authority to invest in
          the shares as provided herein.

          (ii) Such  investment does not result in any violation of, or
          conflict  with,  any  term  of  the  charter  or  bylaws  of the
          undersigned  or any  instrument to which it is bound or any law
          or regulation applicable to it.

          (iii) Such  investment  has been duly  authorized by all the
          necessary  action on behalf of the undersigned.

          (iv) This  Agreement has been duly executed and delivered on
          behalf of  the undersigned and constitutes a legal, valid and
          binding agreement of the  undersigned.

     The foregoing  representations and warranties shall be true and
accurate as of the date  hereof  and as of the date of  delivery  of the
purchase  price to Callingcard industries, Inc., and shall survive such
delivery period.

4. Miscellaneous

     a. This Agreement, any amendments or replacements hereof, and the
legality, validity,  and  performance  of the terms  hereof,  shall be
governed  by,  and enforced,  determined and construed in accordance with,
the laws of the State of Nevada applicable to contracts, transactions and
obligations entered into and to be performed in such State.

     b. This Agreement  contains the entire agreement  between the parties.
The provisions of this Agreement may not be modified or waived except in
writing.

     c. This Agreement and the rights, powers and duties set forth herein
shall, except  as set  forth  herein,  bind and  inure  to the  benefit  of
the  heirs, executors, administrators, legal representatives, successors
and assignes of the parties hereto. The undersigned may not assign any of
his rights or interests in and under this  Agreement  without the prior
written  consent of the Callingcard industries,  Inc., and any attempted
assignment without such consent shall be void and without effect.

     d. It is  understood  that this  Subscription  is offered on a subject
top prior  sale basis and is not  binding on Callingcard industries,  Inc.
until the Company accepts it, which  acceptance is at the sole  discretion
of Company,  by executing this Subscription Agreement where indicated.


5.  Subscription.  The undersigned  hereby subscribes for the purchase of
common shares of stock of Callingcard industries, Inc. and encloses payment
in the amount of $ ($1.00 per share) payable Callingcard industries, Inc.,
Special Account"

                              TYPE OF OWNERSHIP

                                   Individual
                              ----

                                   Joint Tenants with Right of Survivorship
                              ----

                                   Tenants in Common
                              ----


                                   Community Property
                              ----


                                   Other
                              ----

Executed this       day of          , 2002, at
              -----        ---------           ---------------------------

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- --------------------------------------------------
Print Name


- --------------------------------------------------
Signature of Investor


- --------------------------------------------------
Social Security or other identification number

If the Investor  has  indicated  that the shares will be held as joint
tenants, tenants in common or as community property, please complete the
following:


- --------------------------------------------------
Print Name of Spouse or Other Investor


- --------------------------------------------------
Signature of Spouse or Other Investor


- --------------------------------------------------
Social Security or other identification number
If the Investor is a partnership, corporation or trust, complete the
following:




- --------------------------------------------------
Name of Partnership, Corporation or Trust
                                                       (affix seal, if any)


By:
    ----------------------------------------------


- --------------------------------------------------
Print Name of Individual Signing



- --------------------------------------------------
Capacity of Individual Signing




Accepted:


Callingcard industries, Inc.


By:
    ---------------------------------------------



Title:
       ------------------------------------------



- -------------------------------------------------
Date of Acceptance




                    PROSPECTIVE PURCHASER QUESTIONNAIRE

TO: CALLINGCARD INDUSTRIES, INC.


To Whom It May Concern:

The information  contained  herein is being furnished to you in order for
you to determine  whether the undersigned may purchase common shares of
stock of Callingcard industries,  Inc.,  pursuant  to an SB-2  Registration
Statement,  from  the Company. The undersigned herein states that he (she)
is a qualified investor and has knowledge and experience in financial and
business matters and is capable of evaluating the merits and risks of the
proposed investment.

The undersigned further represents that (i) the information  contained
herein is complete  and  accurate  and may be relied upon by you and (ii)
the  undersigned will notify you  immediately of any material  change in
any of such  information occurring prior to the purchase of the subject
common shares of stock.

The  undersigned  understands  and agrees that this  questionnaire  will be
kept strictly confidential.

In accordance with the foregoing, the following  representations and
information are hereby made and furnished by:




- --------------------------------------------------
Print Name of Prospective Purchaser

- --------------------------------------------------
Signature of Prospective Purchaser









INSTRUCTIONS:  Please  answer all  questions.  If the answer to any
questions is  "None" or "Not Applicable," please so state.


 1 Full Name
             --------------------------------------------------

    Social Security Number
                            -----------------------------------

    Age
         -------------

    Occupation
               --------------------------------------------------
    Citizenship                      Number of Dependents
                --------------------                      --------

 Residential Address:

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

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

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



       Please indicate your preferred mailing address:

       (  ) Residential (  ) Business

2.   Was your  income  (from all  sources)  for each of the two latest
complete
     calendar years more than (check one):

         $ 30,000          $ 50,000          $100,000            $150,000
   ------            ------            ------              ------
         $200,000          $250,000          $300,000            $350,000
   ------            ------            ------              ------

     (a)  What percentage of your income as shown above was derived from
sources  other than salary?

                           %
     -----------------------
     (b)  Approximately  what  percentage of your income as shown above
remained   after payment of Federal,  state and local taxes, and after
payment of    all ordinary and necessary living expenses?

                           %
     -----------------------
    (c)   Does the above income represent your joint income with your
spouse?

          Yes            No
              ---------     ---------

3.   Is your  income from all  sources  anticipated  for the current tax
year in excess of (check one):

         $ 30,000          $ 50,000          $100,000            $150,000
   ------            ------            ------              ------
         $200,000          $250,000          $300,000            $350,000
   ------            ------            ------              ------
     (a)  Does the above income represent your joint income with your
spouse?

          Yes            No
              ---------     ---------

4. Is your net worth as of the date hereof in excess of (check one):


         $ 30,000          $ 50,000          $100,000            $150,000
   ------            ------            ------              ------
         $200,000          $250,000          $300,000            $350,000
   ------            ------            ------              ------

     (a)  What  percentage  of your  net  worth as shown  above is
invested  in    restricted  securities or
            investments in marketable securities (stock.  bonds,
debentures, or notes)?

        Restrictive securities                  %
                                     -----------------
        Marketable securities                   %
                                     -----------------
                                                %
                                =================


     (b)  Do these net worth  representations  include your spouse's
assets and  liabilities?

          Yes            No
              ---------     ---------

     (c)  What  percentage  of your net worth as shown above  constitutes
home,  furnishings, and automobiles?            %
                                     ------------

     (d)  What  percentage of your net worth as shown above  constitutes
liquid  assets (cash or assets readily convertible to cash)?          %
                                                            -----------

5.   For investors other than natural persons:

     (a)  Type of entity.  Corporation       Trust
                                       -----       -----
               Partnership       Other (specify)
                      -----                 -----

     (b)  Date or organization:
                                    ------------------
     (c)  Number of equity owners (stockholders, partners, beneficiaries,
etc.):

     (d)  Was the entity  formed for the primary  purpose of investing in
direct  participation programs or
            other passive investments?

          Yes            No
              ---------     ---------

6.   Please supply the following information with respect to the bank (or
banks) at which you maintain a regular checking account:

    Name of Bank:
                  -------------------------------------
    Address:
                  -------------------------------------
    Telephone:
                  -------------------------------------
    Contact:
                  -------------------------------------
7.  (a) Are you  aware  that  the  securities  proposed  may require  your
capital  investment be  maintained for  an
          indefinite period of time?

       Yes            No
           ---------     ---------

     (b)  Do you have any  investments or contingent  liabilities  which
you can  reasonably anticipate
            could   cause  the  need  for  sudden   cash  requirements in
excess of cash readily available to you'.'

          Yes            No
              ---------     ---------

          If "Yes," please explain.

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

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8.   Please list your business or professional  educational  background
(schools attended and degrees obtained):

     Schools                                             Degree
                           Dates Attended

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

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

- -------------------------------------------------------------------------
9.   Please  list any  professional  licenses  or  registrations  including
bar admissions, accounting certifications,  real estate brokerage licenses,
and  SEC or state broker-dealer registrations, held by you:


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

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

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

10.  Please list your principal  employment and business  activities
during the  last five years, as well as any relevant
       financial experience.

     Employer                                        Position/Title
                       Employment Dates

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

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

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

11.  Please describe your experience as an investor, including amounts
invested,   in securities, particularly investments in development stage
company's securities.

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

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

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

12.  Have you participated in other development stage company's
securities?

     Yes            No
         ---------     ---------

I understand  that the Company will be relying on the accuracy and
completeness of my responses to the  foregoing  questions  and I represent
and warrant to the Company as follows:

      i.  I will notify the Company  immediately  of any material  change
          in any  statement made herein occurring prior to the closing of any
          purchase.

      ii. I, am a "qualified  investor"  as that term is defined  above and
          have  sufficient  knowledge and experience in financial and business
          matters  to evaluate the merits and risks of the prospective
          investments;  I am  able to bear the economic risk of the investment
          and currently  could afford a complete loss of such investment



    IN WITNESS WHEREOF, I have executed this Prospective Purchaser

Questionnaire  this         day of
                    -------        -----------------



- ----------------------                               ----------------------
Prospective Purchaser                                 Prospective Purchaser
Signature                                                         Signature



- ----------------------                               ----------------------
Print Name                                                       Print Name

Sworn to me this       day of            , 200
                 -----        -----------     ---


- ----------------------------------
Notary Public


- ----------------------------------
My commission expires:                            (Notarial Seal)