Subscription Agreement

SUBSCRIPTION AGREEMENT


THIS SUBSCRIPTION AGREEMENT (this "Agreement") is entered into by and between Diatect International Corporation, a California corporation (the "Company"), and the undersigned subscriber, (the "Investor"), to purchase securities of the Company pursuant hereto.


The Company is offering for sale up to One Million Four Hundred Thousand (1,400,000 shares of its restricted common stock, no par value per share (the "Common Stock") at a purchase price of $0.287 per share.


On the foregoing premises, the Investor hereby subscribes for the purchase of the Common Stock on the following terms and conditions:


1. Subscription to Purchase Common Stock


1.1 Offer to Purchase. Subject to the terms and conditions of
this Agreement, the Investor irrevocably subscribes to purchase at
Closing (as hereinafter defined), as follows:


Name of Investor: Philip M. Morrell


Number of Shares: 1,400,000


Total Subscription Price: $402,000


With this Agreement, the Investor is also tendering to the Company: (i) a suitability letter, (ii) an investment letter, (iii) payment of the full subscription amount, and (iv) a certificate of corporation, partnership, or other entity, if applicable. The foregoing are sometimes hereinafter referred to as the "Subscription Documents."


1.2 Acceptance or Rejection. The acceptance or rejection of
the offer to purchase Common Stock shall take place at such time and
place within a maximum of up to 10 days of the date hereof, as the
Company may specify (which time and place are designated as the
"Closing"). The purchaser has read and understands that there are no
provisions for escrow of the funds being delivered concurrently with
the execution of this Agreement and further understands that at the
Closing, the Company shall either (a) accept this subscription (in
whole or in part) and deliver to the Investor certificates represent
the Common Stock, all against delivery to the Company of the full
purchase price of the Common Stock or (b) reject this subscription and
return to the Investor his or her subscription (or as much thereof as
is not accepted).


2. Representations. The Investor hereby represents and warrants as follows:


2.1 Age. The Investor, if a natural person, is over the age of
18 years.


2.2 No Governmental Approval. The Investor acknowledges that
neither the United States Securities and Exchange Commission nor the
securities commission of any other state or federal agency has made any
determination as to the merits of purchasing the Common Stock.


2.3 Information Provided by the Investor. All information,
which the Investor has provided to the Company, or to its
representatives concerning the Investor's suitability to invest in the
Company, is complete, accurate, and correct as of the date of this
Agreement. Such information includes, but is not limited to,
information concerning the Investor's personal financial affairs,
business position, and the knowledge and experience of the Investor and
the Investor's advisors.


2.4 Information Provided by the Company. The Investor has been
provided with ...