Form Of Subscription Agreememt

Purchaser's Name:_________________________
Date:____________________________________
Number of Shares:_________________________
Total Investment:__________________________


ADRENALIN INTERACTIVE, INC.
a Delaware corporation


SUBSCRIPTION AGREEMENT


Adrenalin Interactive, Inc, 5301 Beethoven Street Los Angeles, CA 90066-7047 Attn: Jay Smith, III


Dear Mr. Smith:


1. Application. The undersigned, intending to be legally bound, hereby subscribes for the number of shares set forth above (the "Shares") of the common stock, $0.01 par value (the "Common Stock"), of Adrenalin Interactive, Inc., a Delaware corporation (the "Company"), at a purchase price of $0.80 per Share, for the total investment set forth above, pursuant to the Company's offering of up to 625,000 shares of Common Stock to a limited number of "accredited investors" within the meaning of such term under Regulation D promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The undersigned understands that this subscription is, and shall be, irrevocable unless the Company for any reason rejects this subscription.


2. Escrow of Funds.


(a) Until acceptance by the Company, the subscription proceeds will be held in an account with Clark & Trevithick, the Company's legal counsel, as escrow agent, for the benefit of the undersigned. If the Company rejects this subscription, the escrow agent will promptly mail or cause to be mailed to the undersigned a check for all of the amount submitted with this subscription without interest. If the Company has not accepted this subscription by July 31, 1998, the subscription proceeds will also be promptly refunded without interest. After such refund has been made, the Company and its directors, officers, shareholders, employees, representatives and agents (including the escrow agent) will have no further liability to the undersigned.


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(b) Upon acceptance of this subscription by the Company on or before July 15, 1998, a closing (the "Closing") of the sale of the Shares will be held, at which time the funds will be released by the escrow agent to the client trust account of the escrow agent maintained for the benefit of the Company. Funds shall thereafter be released from such client trust account for the benefit of the Company only upon the instructions of Thomas A. Schultz, an outside member of the Company's Board of Directors, and the undersigned will receive certificates representing the Shares from the Company's transfer agent.


3. Representations and Warranties. The undersigned represents and warrants as follows:


(a) The undersigned has relied solely on the public information relating to the Company and contained in (i) the Company's Annual Report on Form 10-KSB for the fiscal year ending June 30, 1997; (ii) the Company's Quarterly Reports on Form 10- QSB for the quarterly periods ending September 30, 1997, December 31, 1997 and March 31, 1998; and (iii) the Company's Current Report on From 8-K filed June 3, 1998, each of which has been filed with the SEC (as hereinafter defined) under the Securities Exchange Act of 1934, as amended (the "Exchange Act") (such reports being hereinafter collectively referred to as the "SEC Reports); no oral representations have been made or oral information furnished to the undersigned in connection with the purchase of the Shares which were in any way inconsistent with the SEC Reports; and the undersigned and/or his advisors have had a reasonable opportunity to ask questions of and receive answers from the Company concerning the SEC Reports and its current financial condition, results of operations and business prospects as well as concerning the Shares.


(b) The undersigned is able to bear the economic risks of an investment in the Shares for an indefinite period and at the present time could afford the entire loss of such investment.


(c) The undersigned understands that an investment in the Shares is extremely speculative and involves a high degree of risk and has the knowledge and experience in financial and business matters generally such that the undersigned is capable of evaluating the merits and risks of an investment in the Shares.


(d) The undersigned understands and acknowledges that the Shares have not been registered for sale under the Securities Act or under any applicable state's securities laws in reliance upon exemptions therefrom for non-public offerings and that the Shares may not be resold or transferred unless the resale or transfer is subsequently registered under the Securities Act or an exemption from such registration is available.


(e) The Shares are being purchased solely for the undersigned's account, for investment purposes only, and not with a view to the distribution, assignment


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or resale thereof, and no other person has a direct or indirect beneficial interest in such Shares.


(f) The undersigned, if a corporation, partnership, limited liability company, trust or other entity, is authorized and otherwise duly qualified to purchase and hold the Shares and to enter into this Subscription Agreement, and such entity has not been formed for the specific purpose of acquiring the Shares, unless all of its equity owners qualify as Accredited Investors (as defined in Regulation D under the Securities Act) under one or more of the standards set forth below.


(g) The undersigned is an Accredited Investor as that term is defined in Regulation D of the Securities Act.


(h) The undersigned has read and understands this Agreement and has been advised to, and has had an opportunity to, consult with the undersigned's legal, tax and business advisors.


(i) Each and every response the undersigned has provided in the attached Subscriber Questionnaire is true and correct.


(j) The undersigned has all requisite power, authority and capacity to acquire and hold the Shares and to execute, deliver and comply with the terms of each of the instruments required to be executed and delivered by the undersigned in connection with the undersigned's subscription for the Shares as contemplated by this Agreement, and such execution, delivery and compliance does not conflict with, or constitute a default under, any instruments governing the undersigned, any law, regulation or order, or any agreement to which the undersigned is ...