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Published: 2008-03-26

Subscription Agreement - Integrity Interactive Corp. and Legal Research Center Inc.



Legal Research Center. Inc.
----------------------------                      -----------------------------
Name of Investor                                  Social Security Number or EIN

                        INTEGRITY INTERACTIVE CORPORATION

                             SUBSCRIPTION AGREEMENT

SUBSCRIPTION  AGREEMENT by and between the investor named above (the  "Investor"
or,  with  respect  to  Legal  Research  Center,   Inc..  "ERG")  and  INTEGRITY
INTERACTIVE  CORPORATION,  a  Delaware  corporation  with  offices  at 300 Fifth
Avenue, Waltham, Massachusetts 02451 (the "Company"). The Company is offering to
accept from potential  investors up to $600,000 in subscriptions  for Shares, as
defined below;  provided,  however,  that the Company reserves the right, in its
sole discretion to accept subscriptions for more than $600,000.

A.   Number of Shares Subscribed for: 810,000

B.   Total Purchase Price: $500,000

C.   Address of Principal Residence: 331 Second Avenue South
                                     Suite 700
                                     Minneapolis, MN 55401

The Investor  acknowledges  that the  Investor  has  received and reviewed  this
Subscription  Agreement  in  its  entirety,  including  without  limitation  the
representations and warranties set out in Section 2 hereof. The Investor and the
Company each executes this Subscription Agreement as an instrument under seal.

INVESTOR:
--------

Legal Research Center. Inc.
---------------------------
Print Name of Investor

/s/ C. R. Ljungkull
---------------------------
(Signature)
Name: C. R. Ljungkull
Title: CEO

     The  Company  hereby  accepts  this  subscription  subject to the terms and
conditions set forth herein.

     July 18, 2000                             INTEGRITY INTERACTIVE CORPORATION
                                               By: /s/ Carl P. Nelson
                                                  ------------------------------
                                               Name: Carl P. Nelson
                                               Title: President




1. Subscription. Subject to the terms and conditions hereof, the Investor hereby
irrevocably subscribes for and agrees to purchase the number of shares of Series
A Convertible  Preferred  Stock of the Company,  $.001 par value (the "Preferred
Stock"),  described in Section A of the cover page (the  "Shares") for the Total
Purchase  Price  set  forth in  Section  B of the cover  page.  The  rights  and
privileges of the  Preferred  Stock shall be  substantially  as set forth in the
Preferred Stock Terms attached to this Subscription Agreement as Exhibit A. This
subscription  may only be accepted by the Company's  signing the cover page. The
effective date of such  acceptance by the Company shall be the date set forth on
the cover page opposite the Company's signature.

2. Representations and Warranties of the Investor.  The Investor understands and
acknowledges that (a) the Shares are being offered and sold under one or more of
the exemptions from registration provided for in Section 4(2) or Section 3(b) of
the  Securities  Act of 1993,  as  amended  (the  "Securities  Act"),  including
Regulation D promulgated  thereunder  ("Regulation D"), and any applicable state
securities laws, (b) the Investor has reviewed the confidential business plan of
the Company entitled  "Integrity  Interactive  Business Plan" dated May 1, 2000,
and such other  material  documents  of the Company as the  Investor  has deemed
necessary or  appropriate  for purposes of this  offering and this  Subscription
Agreement (collectively, the "Offering Documents"), and (c) this transaction has
not been  reviewed or  approved by the United  States  Securities  and  Exchange
Commission or by any regulatory authority charged with the administration of the
securities  laws of any state or foreign  country.  The Investor also represents
and warrants as follows:

     2.1. Citizenship,  Age and Residence.  The Investor is a bona fide resident
and domiciliary (not a temporary or transient  resident) of or has its principal
place of business in the state and at the address  described in Section C of the
cover page and has no present  intention of becoming a resident of or moving the
location  of its  principal  place  of  business  to any  other  state  or other
jurisdiction. If the Investor is a natural person, then Investor is a citizen of
the United States and is at least 21 years of age,

     2.2.  Sophistication of Investor. The Investor either (i) has a preexisting
personal or business  relationship with the Company or its controlling  persons,
such as would enable a reasonably prudent purchaser to be aware of the character
and  general  business  and  financial  circumstances  of  the  Company  or  its
controlling  persons,  or (ii) by reason of the Investor's business or financial
experience,  individually  or in conjunction  with the  Investor's  unaffiliated
professional advisors who are not compensated by the Company or any affiliate or
selling agent of the Company,  directly or indirectly,  is capable of evaluating
the  merits  and  risks of an  investment  in the  Shares,  making  an  informed
investment  decision and  protecting  the Investor's own interests in connection
with the transactions contemplated hereby.

     2.3.  Suitability.  The Investor  understands and has fully  considered for
purposes of this investment the risks of this  investment and  understands  that
(i) this  investment  is suitable  only for an investor  who is able to bear the
economic  consequences  of losing the  Investor's  entire  investment;  (ii) the
Company is a start-up  enterprise with no significant  operating history;  (iii)
the purchase of the Shares is a  speculative  investment  which  involves a high
degree of risk of loss by the Investor of the Investor's entire investment,  and
(iv) there are substantial restrictions


                                       2



on the  transferability  of, and there will be no public market for, the Shares,
and  accordingly,  it may not be  possible  for the  Investor to  liquidate  the
Investor's investment in the Shares.

     2.4.  Accredited  Investor.  The Investor is not an  "Accredited  Investor"
within the meaning of Rule 501 of Regulation D.

     2.5. Lack of Liquidity.  The Investor is able (i) to bear the economic risk
of this  investment,  (ii) to hold the Shares for an indefinite  period of time,
and (iii) to afford a complete loss of the Investor's investment; and represents
that the Investor  has  sufficient  liquid  assets so that the lack of liquidity
associated with this investment will not cause any undue financial  difficulties
or affect the Investor's ability to provide for the Investor's current needs and
possible financial contingencies.

     2.6 Investment  Information.  The Investor  acknowledges  that the Offering
Documents  contain  the views of the  management  of the  Company,  and that the
analysis  of  the  market  and  of  the  Company's  strategy  contained  therein
represents  a  subjective   assessment  about  which  reasonable  persons  could
disagree.

     2.7. Access to Information. The Investor, in making the Investor's decision
to purchase the Shares, has relied solely upon independent  investigations  made
by the Investor and the  representations and warranties of the Company contained
herein and the  Investor  has been given (i)  access to all  material  books and
records of the Company;  (ii) access to all  material  contracts  and  documents
relating to this offering;  and (iii) an opportunity to ask questions of, and to
receive  answers  from,  the  appropriate  executive  officers and other persons
acting  on  behalf  of the  Company  concerning  the  Company  and the terms and
conditions of this offering,  and to obtain any additional  information,  to the
extent  such  persons  possess  such  information  or  can  acquire  it  without
unreasonable  effort  or  expense,  necessary  to  verify  the  accuracy  of the
information set forth in the Offering Documents.  The Investor acknowledges that
no valid  request to the Company by the  Investor  for  information  of any kind
about  the  Company  has been  refused  or  denied  by the  Company  or  remains
unfulfilled as of the date thereof

     2.8.  Review of Offering  Documents.  The Investor has  carefully  read the
Offering Documents, including without limitation this Subscription Agreement. In
evaluating the suitability of an investment in the Company, the Investor has not
relied upon any  representations or other information  (whether oral or written)
other  than as set  forth  in the  Offering  Documents  or as  contained  in any
documents or answers to questions furnished by the Company.

     2.9. Accuracy of Information. All of the information set forth on the cover
page of this Subscription  Agreement indicated as applicable to the Investor, is
true and correct in all respects.

     2.10.  Investment  Intent.  The Shares are being  acquired by the  Investor
solely for the Investor's own personal  account,  for investment  purposes only,
and not with a view to,  or in  connection  with,  any  resale  or  distribution
thereof; the Investor has no contract, undertaking,  understanding, agreement or
arrangement,  formal or informal, with any person to sell, transfer or pledge to
any  person the Shares for which the  Investor  hereby  subscribes,  or any part
thereof, any


                                       3



interest  therein or any rights  thereto;  the Investor has no present  plans to
enter into any such contract,  undertaking,  agreement or  arrangement;  and the
Investor understands the legal consequences of the foregoing representations and
warranties  to mean  that  the  Investor  must  bear  the  economic  risk of the
investment  for an  indefinite  period of time  because the Shares have not been
registered  under the Securities Act and applicable  state  securities laws and,
therefore,  cannot be sold unless  they are  subsequently  registered  under the
Securities Act and applicable  state  securities  laws (which the Company is not
obligated, and has no current intention, to do) or unless an exemption from such
registration is available.

     2.11.  No  Distribution  of  Offering  Documents.   The  Investor  has  not
distributed any of the Offering  Documents to any other person or party, and the
Investor  has not used the  Offering  Documents  or any of them for any purposes
other than to evaluate the merits of an investment in the Company.

     2.12. Control of Funds. The Investor represents that the funds provided for
this investment are separate  property of the Investor or are otherwise funds as
to which the Investor has the sole right of management.

     2.13. No Brokers. The Investor has not engaged any broker,  dealer, finder,
commission agent or other similar person in connection with the offer, offer for
sale, or sale of the Shares and is not under any  obligation to pay any broker's
fee or commission in connection with the Investor's investment.

     2.14.  Securities Act Compliance.  The Investor understands that the Shares
have not been  registered  under the  Securities  Act,  by reason of a  specific
exemption  under the provisions of the Securities Act which depends in part upon
the investment  intent and the aforesaid  representations  and warranties of the
Investor and that, in issuing the Shares to the Investor, the Company is relying
upon said representations and warranties. The Investor also understands that any
routine sales of the Shares in reliance upon Rule 144 under the Securities  Act,
if the provisions of such Rule should then be available as to the Shares, can be
made only after the holding  period  specified in the Rule, in limited  amounts,
and in  accordance  with all the terms and  conditions of that Rule and that, in
the case of securities  to which that Rule is not  applicable,  compliance  with
Regulation A under the Securities Act or some other  exemption will be required.
The Investor  understands  that Rule 144 is not now  available as to the Shares.
The Investor understands that the Company is under no obligation to register the
Shares  or to  comply  with  Regulation  A or  any  other  exemption  under  the
Securities  Act or to supply any  information  necessary to permit routine sales
under Rule 144. The Investor understands that the Company may, if it so desires,
permit the  transfer  of the Shares  only when such shares are the subject of an
effective  registration  statement  under the Securities Act or when the Company
has received an opinion of counsel that such  registration is not required under
the  Securities  Act. The  Investor  agrees to furnish  such  documentation  and
undertakings as the Company and its counsel may reasonably require in connection
with any such opinion,  whether under Rule 144 or some specific  exemption under
the Act.

3.  Representations  and Warranties of the Company.  The Company  represents and
warrants to


                                       4



the  Investor  except  as set  forth in the  Disclosure  Schedule  (attached  as
Schedule 1) as follows:

     3.1 Organization and Standing. The Company is a corporation duly organized,
validly  existing and in good  standing  under the laws of the State of Delaware
and has full corporate  power and authority to conduct its business as presently
conducted  and as proposed to be  conducted  by it and to enter into and perform
this  Subscription  Agreement and to carry out the transactions  contemplated by
this Subscription  Agreement.  The Company is duly qualified to do business as a
foreign corporation and is in good standing in The Commonwealth of Massachusetts
and in any other  jurisdiction  in which the failure to so qualify  would have a
material adverse effect on the operations or financial condition of the Company.
The Company has  furnished to special  counsel to the Investor true and complete
copies of its Certificate of Incorporation and By-laws,  each as amended to date
and presently in effect.

     3.2   Capitalization.   The   authorized   capital  stock  of  the  Company
(immediately  prior to the Closing)  consists of (a) 12.000,000 shares of common
stock,  $0.001  par value per share (the  "Common  Stock"),  of which  7,932,000
shares are  issued  and  outstanding  and (b)  973,384  of Series A  Convertible
Preferred  Stock,  $0.001  par  value  per  share,  none of which is  issued  or
outstanding.  At the Closing, the Common Stock and the Preferred Stock will have
the voting powers,  designations,  preferences,  rights and qualifications,  and
limitations or restrictions set forth in the Certificate of  Incorporation.  All
of the issued and  outstanding  shares of Common Stock have been duly authorized
and validly issued and are fully paid and nonassessable.

     3.3 Issuance of Shares.  The  issuance,  sale and delivery of the Shares in
accordance with this  Subscription  Agreement,  and the issuance and delivery of
the shares of Common Stock  issuable upon  conversion  of the Shares,  have been
duly  authorized by all necessary  corporate  action on the part of the Company,
and all such shares have been duly  reserved  for  issuance.  The Shares when so
issued,  sold and delivered  against  payment  therefor in  accordance  with the
provisions  of this  Subscription  Agreement,  and the  shares of  Common  Stock
issuable upon conversion of the Shares,  when issued upon such conversion,  will
be duly and validly issued, fully paid and non-assessable.

     3.4 Authority for Agreement. The execution, delivery and performance by the
Company of this Subscription  Agreement,  and the consummation by the Company of
the transactions  contemplated hereby and thereby,  have been duly authorized by
all  necessary  corporate  action.  This  Subscription  Agreement  has been duly
executed  and  delivered  by  the  Company  and  constitute  valid  and  binding
obligations  of the Company  enforceable  in  accordance  with their  respective
terms. The execution of and performance of the transactions contemplated by this
Subscription  Agreement and compliance with their provisions by the Company will
not violate any  provision  of law and will not  conflict  with or result in any
breach of any of the terms, conditions or provisions of, or constitute a default
under, or require a consent or waiver under, its Certificate of Incorporation or
By-laws (each as amended to date) or any  indenture,  lease,  agreement or other
instrument  to  which  the  Company  is a  party  or by  which  it or any of its
properties is bound, or any decree, judgment, order, statute, rule or regulation
applicable to the Company.


                                       5



     3.5 Governmental Consents. No consent, approval, order or authorization of,
or  registration,  qualification,  designation,  declaration or filing with, any
governmental authority is required on the part of the Company in connection with
the execution and delivery of this Subscription Agreement,  the offer, issuance,
sale and delivery of the Shares, or the other  transactions to be consummated at
the Closing, as contemplated by this Subscription Agreement, except such filings
as shall  have  been  made  prior to and  shall  be  effective  on and as of the
Closing.  Based on the representations made by the Investor in Section 2 of this
Subscription Agreement, the offer and sale of the Shares to the Investor will be
exempt  from the  registration  requirements  of  applicable  Federal  and state
securities laws.

     3.6  Litigation.  There is no action,  suit or proceeding,  or governmental
inquiry or investigation,  pending,  or, to the best of the Company's knowledge,
any basis therefor or threat thereof,  against the Company,  which questions the
validity  of this  Subscription  Agreement  or the right of the Company to enter
into it, or which might result, either individually or in the aggregate,  in any
material  adverse  change  in the  business,  prospects,  assets  or  condition,
financial or otherwise, of the Company, nor is there any litigation pending, or,
to the best of the Company's  knowledge,  any basis therefor or threat  thereof,
against  the  Company  by reason  of the past  employment  relationships  of its
employees,  the proposed  activities  of the  Company,  or  negotiations  by the
Company with possible investors in the Company.

     3.7  Financial  Statements.  The Company has  furnished to the Investor the
unaudited  balance  sheet of the  Company  as of June 30,  2000 and the  related
statement  of  income  for  the   seven-month   period   ending  June  30,  2000
(collectively,  the "Financial Disclosure  Schedule").  The Financial Disclosure
Schedule is complete,  correct and fairly  represents the financial  position of
the Company as of the date  thereof and the  results of its  operations  through
that date.

     3.8 Events  Subsequent to the Date of the Balance Sheet.  Since the date of
the Balance Sheet and except as specifically provided for hereunder, the Company
has not (i) issued any stock, bond, warrant, option or other corporate security,
(ii) split,  combined or  reclassified  its stock;  (iii) borrowed any amount or
incurred or become subject to any liability  (absolute,  accrued or contingent),
except current liabilities incurred and liabilities under contracts entered into
in the ordinary  course of business,  (iv)  discharged  or satisfied any lien or
encumbrance or incurred or paid any obligation or liability  (absolute,  accrued
or  contingent)  other than current  liabilities  shown on the Balance Sheet and
current liabilities incurred since the date of the Balance Sheet in the ordinary
course  of  business,  (v)  declared  or made any  payment  or  distribution  to
stockholders  or purchased  or redeemed any share of its capital  stock or other
security,  (vi) mortgaged,  pledged,  encumbered or subjected to lien any of its
assets, tangible or intangible,  other than liens of current real property taxes
not yet due and payable, (vii) sold, assigned or transferred any of its tangible
assets  except in the  ordinary  course of business,  or  cancelled  any debt or
claim, (viii) sold, assigned,  transferred or granted any exclusive license with
respect to any patent,  trademark,  trade name, service mark,  copyright,  trade
secret or other intangible  asset,  (ix) suffered any loss of property or waived
any  right  of  substantial  value  whether  or not in the  ordinary  course  of
business,  (x) made any change in officer  compensation  except in the  ordinary
course of business and  consistent  with past  practice,  (xi) made any material
change in the manner of business or  operations  of the Company,  (xii)  entered
into any transaction except in the ordinary course of


                                       6



business or as otherwise contemplated hereby, (xiii) purchased capital assets or
made  capital  expenditures  in  excess of  $50,000,  (xiv)  changed  accounting
methodology,   (xv)  voluntarily  terminated  any  agreement  which  would  have
constituted a material  contract other than  termination  by  expiration,  (xvi)
suffered  business  interruption  or property  damage  which had or could have a
materially adverse effect, or (xvii) entered into any commitment  (contingent or
otherwise) to do any of the foregoing.

     3.9  Absence  of  Liabilities.  Except as set forth in  Section  3.9 of the
Disclosure  Schedule,  the Company  does not have any  liabilities  of any type,
whether absolute or contingent, which in the aggregate exceed $25,000.

     3.10  Taxes.  The  Company has filed or has  obtained  presently  effective
extensions  with respect to all federal,  state,  county,  local and foreign tax
returns which are required to be filed by it, such returns, if any, are true and
correct  and all  taxes  shown  thereon  to be due have  been  timely  paid with
exceptions  not  material  to the  Company.  Federal  income tax  returns of the
Company  have  not  been  audited  by  the  Internal  Revenue  Service,  and  no
controversy  with respect to taxes of any type is pending or, to the best of the
Company's knowledge, threatened. The Company has withheld or collected from each
payment made to its employees the amount of all taxes required to be withheld or
collected  therefrom  and has paid all such  amounts to the  appropriate  taxing
authorities when due.

     3.11  Property  and  Assets.  The  Company  has good  title  to, or a valid
leasehold  interest  in,  all  of  its  properties  and  assets,  including  all
properties and assets  reflected in the Financial  Disclosure  Schedule,  except
those disposed of since the date thereof in the ordinary course of business, and
none of such  properties  or assets is subject to any  mortgage,  pledge,  lieu,
security  interest,  lease,  charge or encumbrance other than those the material
terms of which are described in the Financial Disclosure Schedule.

     3.12 Intellectual Property

     (a) No third party has claimed or, to the best of the Company's  knowledge,
has reason to claim that any person  employed by or affiliated with the Company,
in connection with his or her employment by or affiliation with the Company, (i)
has violated or is violating any of the terms or  conditions of his  employment,
non-competition  or  non-disclosure  agreement  with such third party,  (ii) has
disclosed or is  disclosing  or has utilized or is utilizing any trade secret or
proprietary  information  or  documentation  of such  third  party or (iii)  has
interfered or is interfering in the employment  relationship  between such third
party and any of its present or former  employees.  No third party has requested
information  from  the  Company  which  suggests  that  such a  claim  might  be
contemplated.  To the best of the Company's knowledge,  no person employed by or
affiliated  with the Company has employed or proposes to employ any trade secret
or any information or documentation  proprietary to any former employer,  and to
the best of the Company's  knowledge,  no person  employed by or affiliated with
the Company has violated  any  confidential  relationship  which such person may
have had with any third party, in connection with the  development,  manufacture
or sale of any product or  proposed  product or the  development  or sale of any
service or proposed service of the Company, and the Company has


                                       7



no reason to believe there will be any such employment or violation. To the best
of  the  Company's  knowledge,  none  of  the  execution  or  delivery  of  this
Subscription  Agreement,  or the  carrying  on of business of the Company by any
officer,  director or key  employee of the  Company,  or the conduct or proposed
conduct of the business of the Company, will conflict with or result in a breach
of the terms,  conditions  or  provisions  of or  constitute a default under any
contract, covenant or instrument under which any such person is obligated.

     (b) Set forth in Section 3.12 of the  Disclosure  Schedule is a list of all
domestic and foreign patents,  patent rights,  patent applications,  trademarks,
trademark  applications,  service marks, service mark applications,  trade names
and copyrights,  and all applications for such which are in the process of being
prepared,  owned by or  registered  in the name of the Company,  or of which the
Company is a licensor or licensee or in which the Company has any right,  and in
each case a brief  description of the nature of such right.  The Company owns or
possesses  licenses or other  rights to use all  patents,  patent  applications,
trademarks,  trademark  applications,  service marks, service mark applications,
trade names,  copyrights,  manufacturing  processes,  formulae,  trade  secrets,
customer lists and know-how  (collectively,  "Intellectual  Property") necessary
for the conduct of its  business as conducted  and as proposed to be  conducted,
and no claim is pending or, to the best of the Company's  knowledge,  threatened
to the effect that the operations of the Company  infringe upon or conflict with
the asserted rights of any other person under any Intellectual Property, and, to
the  best of the  Company's  knowledge,  there is no  basis  for any such  claim
(whether or not pending or threatened). No claim is pending or threatened to the
effect that any such Intellectual  Property owned or licensed by the Company, or
which the Company otherwise has the right to use, is invalid or unenforceable by
the Company, and, to the best of the Company's knowledge,  there is no basis for
any such  claim  (whether  or not  pending  or  threatened).  To the best of the
Company's knowledge, all technical information developed by and belonging to the
Company which has not been patented has been kept confidential.  The Company has
not granted or assigned to any other person or entity any right to  manufacture,
have  manufactured,  assemble or sell the  products  or proposed  products or to
provide the services or proposed services of the Company.

     3.13 Compliance.  The Company has, in all material respects,  complied with
all laws, regulations and orders applicable to its present and proposed business
and has all material permits and licenses required thereby.  There is no term or
provision of any mortgage, indenture, contract, agreement or instrument to which
the Company is a party or by which it is bound, or, to the best of the Company's
knowledge,  of any provision of any state or Federal  judgment,  decree,  order,
statute,  rule or regulation  applicable  to or binding upon the Company,  which
materially  adversely affects or, so far as the Company may now foresee,  in the
future is  reasonably  likely to  materially  adversely  affect,  the  business,
prospects,  assets or condition,  financial or otherwise, of the Company. To the
best of the Company's  knowledge,  neither any founder nor any other employee of
the Company is in violation of any term of any contract or covenant (either with
the Company or with another entity) relating to employment, patents, proprietary
information disclosure, non-competition or non-solicitation.

     3.14  ERISA.  The  Company  does not  have or  otherwise  contribute  to or
participate  in any employee  benefit  plan  subject to the Employee  Retirement
Income Security Act of 1974.


                                       8



     3.15  Insurance.  The  Company  currently  maintains a  commercial  general
liability  insurance  policy with a general  aggregate limit of $2,000,000 as to
its properties and business.

     3.16 Subscription Agreement. Each of Carl Nelson, Jonathan H. Cook, Russell
F. Gee and Kirk S. Jordan  (collectively,  the "Original Investors") has entered
into separate subscription  agreements ("Purchase Agreement") dated May 31, 2000
with Integrity Interactive Corporation,  a Massachusetts  corporation (Integrity
Interactive--MA)  which  has since  reincorporated  as a  Delaware  corporation.
Pursuant to each Original Investor's Purchase Agreement,  the Original Investors
each  purchased  860 shares of Common Stock in Integrity  Interactive  - MA at a
purchase price of $10.00 per share.

     3.17 Convertible Note Purchase  Agreement.  Each of the Original  Investors
has entered  into a  Convertible  Note  Purchase  Agreement  ("Convertible  Note
Purchase  Agreement")  dated as of May 31, 2000 with Integrity  Interactive - MA
whereby each Original Investor purchased a note in the original principal amount
of $25,000, with interest accruing at the rate of 6.62% per annum (the "Notes").
According to each Original Investor's  Convertible Note Purchase Agreement,  the
principal  of each Note (and at the option of the Company any accrued but unpaid
interest  thereon),   shall  be  treated  by  the  Company  as  surrendered  for
cancellation and exchanged into the equity  securities  issued by the Company at
the closing of the next Qualified Financing at the same price and subject to the
same terms of the Qualified Financing. "Qualified Financing" shall mean the next
sale or related  group of sales by the  Company of capital  stock or  securities
convertible  into  capital  stock  (other  than the  Notes),  in an  arms-length
transaction  which sale  generated  gross  proceeds  to the  Company of at least
$500,000,  excluding amounts received by the Company from the sale of the Notes.
Upon  receipt  and  acceptance  by the  Company  of at least  $500,000  from the
Investor or other investors in accordance  with the terms and conditions  hereof
and as part of the  transactions  contemplated  hereby,  such  investment  shall
constitute a Qualified Financing under the Convertible Note Purchase Agreement.

     3.18  Restricted  Stock Purchase  Agreement.  Each of Messrs.  Cook and Gee
entered  into a  Restricted  Stock  Purchase  Agreement  dated May 24, 2000 with
Integrity  Interactive - MA whereby each of Messrs. Cook and Gee purchased 1,500
shares of  Integrity  Interactive  - MA's  Common  Stock at a purchase  price of
$10.00 per share.

     3.19 Common Stock of Integrity Interactive - MA. Each share of Common Stock
in Integrity  Interactive  - MA was  subsequently  converted  into 300 shares of
Common  Stock of the Company  pursuant to an  Agreement  of Merger dated June 8,
2000 and  effective  filing of  Articles  of Merger  with the  Secretary  of the
Commonwealth of  Massachusetts  and the Certificate of Merger with the Secretary
of State of the State of Delaware.

     3.20 Material  Contracts.  Except as set forth in the Disclosure  Schedule,
the  Company is not a party to any  written  contract,  obligation,  instrument,
corporate  restriction or commitment  which  involves a potential  commitment in
excess of $25,000 or which is material,  to the business,  assets,  liabilities,
financial condition, results of operations or prospects of the Company.


                                       9



     3.21 Disclosures. No representation or warranty by the Company contained in
this Subscription  Agreement and no statement contained in any of the Disclosure
Schedules,  certificate  or other  document  or  instrument  delivered  or to be
delivered  pursuant to this  Subscription  Agreement by the Company  contains or
will contain any untrue  statement  of a material  fact or omits or will omit to
state any  material  fact  necessary in order to make the  statements  contained
herein or therein not misleading,  provided,  however, that the Company does not
guarantee the  achievement  of any  projections  which have been provided to the
Investor.

4. Restrictive Legend. The Investor consents to the placement of certain legends
on the certificate(s)  for the Shares as required by applicable laws,  including
legends in forms substantially as follows:

     THE SECURITIES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN  REGISTERED
     UNDER  THE  SECURITIES  ACT  OF  1933,  AS  AMENDED,  OR  APPLICABLE  STATE
     SECURITIES LAWS AND NONE OF SUCH SECURITIES,  NOR ANY INTEREST THEREIN, MAY
     BE SOLD, TRANSFERRED,  ASSIGNED, MADE THE SUBJECT OF ANY SECURITY INTEREST,
     OR OTHERWISE  DISPOSED OF,  UNLESS THE COMPANY SHALL FIRST HAVE RECEIVED AN
     OPINION OF COUNSEL,  IN FORM AND SUBSTANCE  SATISFACTORY TO THE COMPANY, TO
     THE EFFECT THAT SUCH  SECURITIES  OR  INTEREST  THEREIN,  AND THE  PROPOSED
     DISPOSITION THEREOF, ARE THE SUBJECT OF A CURRENTLY EFFECTIVE  REGISTRATION
     STATEMENT  UNDER SUCH ACT AND  APPLICABLE  STATE  SECURITIES  LAW,  OR THAT
     REGISTRATION UNDER SUCH ACT AND LAW IS NOT REQUIRED IN CONNECTION WITH SUCH
     DISPOSITION.

     THE  SHARES  REPRESENTED  BY THIS  CERTIFICATE  ARE  SUBJECT  TO A  CERTAIN
     SUBSCRIPTION  AGREEMENT,  BY AND BETWEEN THE COMPANY AND THE HOLDER OF THIS
     CERTIFICATE,  A COPY OF WHICH  AGREEMENT IS AVAILABLE FOR INSPECTION AT THE
     OFFICES OF THE COMPANY UPON WRITTEN REQUEST THEREFOR.

5.  Transferability.  The  Investor  agrees  not  to  transfer  or  assign  this
Subscription  Agreement,  or any of the Investor's  interest herein, and further
agrees that the assignment and transfer of the Shares  acquired  pursuant hereto
shall be made only in accordance  with all applicable  laws,  this  Subscription
Agreement and the Company's Certificate of Incorporation, as amended.

6. Revocation.  The Investor agrees that the Investor may not cancel,  terminate
or revoke this  Subscription  Agreement or any  agreement  of the Investor  made
hereunder  and that  this  Subscription  Agreement  shall  survive  the death or
disability  of the  Investor  and shall be binding  upon the  Investor's  heirs,
executors, administrators, successors and assigns.

7.  Distribution  Agreement.  The  investment  made by LRC  hereunder is made in
connection  with and in accordance with a certain letter  agreement  between LRC
and the Company dated as of


                                       10



May 3, 2000 (the "Distribution  Agreement") and such an investment shall satisfy
the condition set forth in Paragraph H thereof.

8. Miscellaneous.

     8.1. Notices.  All notices or other  communications given or made hereunder
shall be in writing  and shall be  delivered  or mailed by  registered  or first
class  mail,  postage  prepaid  or express  overnight  courier  service,  to the
addresses set forth on the cover page hereof.

     8.2.  Governing Law. This  Subscription  Agreement shall be governed by and
construed in  accordance  with the laws of the  Commonwealth  of  Massachusetts,
excluding its conflicts of laws and choice of laws rules.

     8.3. Entire Agreement.  This Subscription  Agreement constitutes the entire
agreement  between the parties with respect to the subject matter hereof and may
be amended or superseded only by a writing executed by the parties.

     8.4.  Gender.  Whenever the context may require,  any pronoun shall include
the  corresponding  masculine,  feminine and neuter forms,  the singular  number
shall include the plural, and the plural shall include the singular.

9. Continuing Effect of  Representations,  Warranties and  Acknowledgments.  The
Investor  and the  Company  agree that the  representations  and  warranties  of
Section 2 and Section 3,  respectively,  are true and accurate as of the date of
this  Subscription  Agreement  and shall be true and  accurate as of the date of
delivery to and acceptance by the Company of this  Subscription  Agreement,  and
shall survive such  delivery and  acceptance,  subject to applicable  statute of
limitations.   If  in  any  respect   such   representations,   warranties   and
acknowledgments  shall  not be true  and  accurate  prior to such  delivery  and
acceptance,  the  Investor  or the  Company,  as the  case  may be,  shall  give
immediate  written  notice  of  such  fact  to the  other  party  and  to  their
representative(s),  if any, specifying which  representations and warranties and
acknowledgments are not true and accurate and the reasons therefor.

10.  Indemnification.  The Investor and the Company  understand  the meaning and
legal consequences of their respective  representations and warranties contained
in Section 2 and Section 3, and each party (the "Indemnifying  Party") agrees to
indemnify  and  hold  harmless  the  other  party,  its  officers  or any of its
affiliates,  controlling shareholders,  agents, directors, or employees from and
against any and all loss,  damage or liability  (including  costs and reasonable
attorney's  fees)  due to or  arising  out of a  breach  of any  representation,
warranty  or  acknowledgment  of  the  Indemnifying   Party  contained  in  this
Subscription Agreement,  provided however that the Company's liability hereunder
shall not exceed the amount of funds  received by the Company  from the Investor
hereunder.


                                       11



                                    Exhibit A

                              Preferred Stock Terms


                                       12



                                   Schedule I

                              Disclosure Schedules


     Nothing  in  these  Schedules  is  intended  to  broaden  the  scope of any
representation  or warranty  of the Company  contained  in the  Agreement  or to
create any  covenant on the part of the  Company.  Inclusion  of any item in the
Schedules (1) does not represent a  determination  by the Company that such item
(a) is material,  nor shall it be deemed to establish a standard of materiality,
or (b) did not  arise in the  ordinary  course  of  business  and (2)  shall not
constitute,  or be deemed to be, an admission to any third party concerning such
item by the Company.

     All  references  to  "Section"  or  "subsection"  refer  to  a  Section  or
subsection  in  the  Agreement,  unless  the  context  otherwise  requires.  All
references  to  "Schedules"  refer to one of the  Schedules,  unless the context
otherwise requires. The reference "see attachments" means further information is
included  in the  documents  attached  to the  Schedules,  The  headings  in the
Schedules  are for  convenience  of  reference  only and  shall not  affect  the
disclosures contained herein.

     Whenever the Schedules includes  descriptions of certain documents or brief
summaries of certain aspects of the Company or its business,  such  descriptions
and  summaries  are  qualified  by  reference  to the actual  documents or other
matters to which they refer.

Section 3.7    Financial Statements

Please see the attached.

Section 3.9    Absence of Liabilities

The following lists the liabilities of the Company as of 6/30/2000:

           Convertible notes                                            $100,000
           Accounts payable in normal course of business                  $6,988
           Accruals for:
                    Consulting fees                                      $25,000
                    Travel reimbursement                                 $36,800
                    Legal                                                 $5,000
                    Asset purchases                                      $13,800
                    Other                                                   $500
                                                                        --------
           Total                                                        $188,088


                                       13



Section 3.12 Intellectual Property

     The mark is "Integrity Interactive" is presently registered with the United
States Patent and Trademark Office in the name of Compliance Systems Legal Group
("CSLG").  CSLG has  commenced the process to transfer the  registration  to the
Company.

Section 3.20 Material Contracts

The  Company  has the  following  material  contracts  in  effect as of the date
hereof:

(a) Joint  Development  Agreement  dated as of November 30, 1999, by and between
VIS Development Corporation and the Company

(b) Hosting and Development  Agreement dated as of June 30, 2000, by and between
VIS Development Corporation and the Company

(c) Letter  agreement  dated May 3, 2000, by and between the Company and LRC (to
be amended and  restated (or  otherwise  superseded)  as part of the  investment
contemplated herein).

The Company is presently negotiating the following agreements:

(a) Master Services  Agreement by and between  Nextel  Communications,  Inc. and
the Company; and

(b) Letter  Agreement by and between the Company and  Pinkerton  Services  Group
currently dated as of June 12. 2000.


                                       14