8-K

                        SECURTIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
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                                    Form 8-K

     Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934


Date of Report October 15, 2004

                                  EPIXTAR CORP.
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               (Exact name of Registrant as specified in charter)


Florida                          011-15499                     55-0722193
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(State or Other             (Commission File No.)             (IRS Employer
Jurisdiction of                                             Identification No.)
Incorporation)

                  11900 Biscayne Blvd., , Miami, Florida 33181
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                    (Address of principal executive officers)

                                  305-503-8600
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                                   (Telephone)



                                       1


ITEM  2.03     CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN INDIRECT
               OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF REGISTRANT


On October 15 2004 , as an initial sale pursuant to a private placement
described below, we and our wholly subsidiary Voxx Corporation sold $550,000
principal amount of a Joint 5% Unsecured Subordinated Convertible Promissory
Notes due May 2007.Voxx is the holding company for our subsidiaries that are
operating our contact center business, or business process outsourcing ("BPO").
We contemplate that Voxx will be a public company either through a public
offering or a spin-off ("Voxx Public Transaction") but there is no assurance any
transaction will occur. If either of these transactions is consummated, then the
outstanding Notes will automatically convert, at the conversion price set forth
in the form of Note attached hereto as an Exhibit to this report, into shares of
Voxx common stock. Prior to any consummation of a Voxx Public Transaction each
Note holder may convert their entire Note (but not a portion thereof) into
shares of our common stock (i) at any time prior to the one year anniversary
date of the initial issuance of Notes (the"One Year Anniversary Date") at a
conversion price equal to the thirty trading day period immediately preceding
the date of conversion but not less than $2.25 and (ii) at any time following
the One Year Anniversary Date at a fixed conversion price equal to the greater
of (A) a twenty-five percent discount to the volume weighted-average price of
the our common stock for the thirty trading day period immediately preceding the
One Year Anniversary Date and (B) $1.00.

The Notes are subordinate in all respects to our senior debt. Interest is paid
semiannually and the interest rate under the Notes shall increase to ten percent
if a Voxx Public Transaction does not occur prior to the One Year Anniversary
Date.The Note contains restrictions on our abilty to effect future debt
financing and declare dividends and other matters. Subject to the subordination
provisions of the Note, the Note is accelerated upon a change of conrol or
default of payment and other provisions of the Note.


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The notes are part of Units that are currently being offered in a private
placement for a maximum gross proceeds of $ 13,800,000. In addition to the note
each Unit consists of the right to receive in the future (i) warrants to
purchase our Common Stock and/or (ii) warrants to purchase Common Stock of Voxx.
If Voxx consummates a Voxx Public Transaction then any unexercised warrants to
acquire shares of our common stock expires and the number of Voxx warrants to
each holder may be adjusted to reflect any prior exercise of warrants to acquire
our common stock.

The securities sold have not been registered under the Securities Act of 1933
nor will the securities offered be registered These securities may not be
offered or sold in the United States by the Investors absent registration under
the Securities Act of 1933 or an applicable exemption from registration
requirements. This report shall not constitute an offer to sell or the
solicitation of an offer to buy any of our securities.

For a more complete description of the terms of the agreements and other
instruments delivered in connection with the initial closing of the Placement,
reference is hereby made to the Exhibits attached to this report.




ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES.


Reference is made to ITEM 2.03 Creation of a Direct Financial Obligation or an
Indirect Obligation under an Off-Balance Sheet Arrangement of Registrant for a
description of our and our subsidiary's current debt offering.

The Placement is being made solely to accredited investors without any general
advertisement or solicitation and all of the securities issued or issuable
therein have or will contained an appropriate restrictive legend. upon an
exemption from registration under the Securities Act of 1933, as amended,
provided under Regulation D promulgated thereunder. The securities offered have
not been registered under the Securities Act of 1933, as amended, and may not be
offered or sold in the United States absent registration or an applicable
exemption from the registration requirements of the Securities Act.


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SECTION 9-  FINANCIAL STATEMENTS AND EXHIBITS.

The following exhibits are attached hereto.





(i)      Exhibit 4.12.1 Form of Joint 5% Unsecured Subordinated Convertible
                        Promissory Note

(i)      Exhibit 4.12.2 Form of Subscription Agreement for
                        Joint Note Offering


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                                    SIGNATURE

         Pursuant to the requirements of the Signature and Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Dated: October 21, 2004

                                             EPIXTAR CORP.
                                             (Registrant)







                                          By: /s/ David Srour
                                              ------------
                                              David Srour
                                              Chief Executive Officer


                                       5

EX-4.12.1

                                                                  Exhibit 4.12.1


                  THIS CONVERTIBLE PROMISSORY NOTE HAS BEEN, AND ANY SECURITIES
                  ISSUED UPON CONVERSION PURSUANT TO THE TERMS HEREOF WILL BE,
                  ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR SALE IN
                  CONNECTION WITH, ANY DISTRIBUTION THEREOF WITHIN THE MEANING
                  OF THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"). THIS
                  CONVERTIBLE PROMISSORY NOTE AND ANY SECURITIES ISSUED UPON
                  CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE ACT OR
                  ANY STATE SECURITIES LAW, AND MAY BE OFFERED AND SOLD ONLY IF
                  REGISTERED PURSUANT TO THE PROVISIONS OF THE ACT OR THOSE LAWS
                  OR IF AN EXEMPTION FROM REGISTRATION IS AVAILABLE.


                         EPIXTAR CORP./VOXX CORPORATION

UNSECURED 5% JOINT AND SEVERAL SUBORDINATED CONVERTIBLE PROMISSORY NOTE

Principal Amount: $[PRINCIPAL AMOUNT]                          ___________, 2004

         This Note (this "Note") is one of a duly authorized issue of unsecured
subordinated Notes (collectively, the "Notes") of the joint and several obligors
Epixtar Corp., a Florida corporation ("Epixtar"), and Voxx Corporation, a
Florida corporation ("Voxx") (Epixtar and Voxx may hereafter be collectively
referred to as the "Joint Obligors" or the "Issuer"). The Notes are designated
as the 2004 Unsecured 5% Joint and Several Subordinated Convertible Promissory
Notes, in an aggregate maximum principal face value for all Notes of this series
of Twelve Million Dollars ($12,000,000) (or Thirteen Million Eight Hundred
Thousand Dollars ($13,800,000.00) if the entire over-allotment option is sold),
subject to increase as set forth below. In addition, the aggregate maximum
principal face value for all Notes of this series may be increased by up to an
additional $1,000,000 if the holders of our 8% Convertible Promissory Notes due
2005 elect to exchange their notes for these Notes.

         FOR VALUE RECEIVED, each of Epixtar and Voxx jointly and severally
promises to pay to                                       the registered holder
hereof and its successors and assigns (hereinafter called the "Holder"), at such
address as the Holder may designate in writing to Issuer, the principal sum of
[INSERT PRINCIPAL AMOUNT] DOLLARS [($___________)] plus all accrued interest
then owing hereunder in lawful money of the United States of America on or
before the Maturity Date (as defined below), unless this Note is converted into
securities of Issuer in accordance with Section 7 hereof. For purposes of this
Note, the term "Maturity Date" shall mean the earliest to occur of: (i) May 14,
2007; (ii) the date on which all principal plus accrued and unpaid interest
under this Note is due and payable pursuant to Section 5.2; or (iii) the
occurrence of a Change of Control Event (as defined in Section 6.1).




         Each of Epixtar and Voxx are jointly and severally liable for the
repayment of this Note which is an unsecured, subordinated obligation of each of
Epixtar and Voxx.

         The following is a statement of the rights of the Holder of this Note
and the terms and conditions to which this Note is subject, and to which the
Holder, by acceptance of this Note, agrees:

         SECTION 1. SUBSCRIPTION AGREEMENT. This Note is subject to the terms
and conditions of that certain Subscription Agreement dated as of the date
hereof by and between Issuer and the initial Holder (the "Subscription
Agreement"), and capitalized terms not expressly defined herein shall have the
meaning ascribed to such terms in the Subscription Agreement.

         SECTION 2. INTEREST. Interest shall accrue on the unpaid principal
amount of this Note at the rate of five percent (5%) per annum (the "Base
Interest Rate"). Interest shall be computed for the actual number of days
elapsed on the basis of a 360-day year composed of 30-day months. Accrued
interest on this Note shall be payable semi-annually in arrears on June 30th and
December 31st of each year, with the first interest payment due on December 31,
2004; provided, however, any accrued but unpaid interest on this Note shall be
due and payable in full on the Maturity Date. The Base Interest Rate shall
increase by an additional five percent (5%) per annum (or the highest rate
permitted by applicable law, whichever is less) if Issuer shall fail to effect
the Voxx Spin-Off (as defined in Section 6.1) or consummate the Voxx IPO (as
defined in Section 6.1) on or prior to the one year anniversary date of the
initial issuance of the Notes (the "One Year Anniversary Date"). In addition to
the rights of the Holder set forth in Section 5 below, upon the occurrence of
any Event of Default (as defined in Section 5.1), interest shall accrue, on the
outstanding principal indebtedness under this Note and all accrued and unpaid
interest, at a default interest rate (the "Default Interest Rate") (computed on
the same basis as set forth above) equal to the Base Interest Rate then in
effect plus ten percent (10%) per annum (or the highest rate permitted by
applicable law, whichever is less) for the period commencing the date upon which
such Event of Default occurred until such time as the Event of Default is cured
or otherwise remedied. The Default Interest Rate shall be payable monthly and
shall be in lieu of the interest otherwise payable hereunder during the period
for which it applies.

         SECTION 3. AFFIRMATIVE COVENANTS. So long as this Note remains
outstanding, each Issuer covenants and agrees that:

         3.1. SEC Filings. Epixtar will furnish to the Holder:

            (a) within 90 days after the end of each fiscal year, beginning with
the fiscal year ending December 31, 2004, a copy of Epixtar's Annual Report on
Form 10-KSB, as filed with the Securities and Exchange Commission ("SEC");

            (b) within 45 days after the end of each fiscal quarter (except for
the fourth quarter), a copy of Epixtar's Quarterly Report on Form 10-QSB, as
filed with the SEC; and

            (c) within five days of filing thereof with the SEC, any amendments
to either of the foregoing reports.

         3.2. Notice of Event of Default. Issuer will provide the Holder with
prompt written notice upon the occurrence of any Event of Default.



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         3.3. Notice of Certain Events. Issuer will provide the Holder with not
less than 20 nor more than 30 days' advance written notice before the earlier of
the establishment of any record date in connection with, or any closing or
effective date for, any of the events described in Sections 8.1(a) - (c) hereof
or any Change of Control Event; provided, however, that (i) in the event such
information would be material nonpublic information, Issuer shall first notify
the Holder of such and permit the Holder to waive notification of such event and
(ii) in the event the Holder does not waive such notification, Issuer may
require the Holder to agree to keep such information confidential as a condition
to such notification.

         3.4. Maintenance of Corporate Existence and Rights. Issuer will at all
times do or cause to be done all things necessary to maintain, preserve and
renew the corporate existence of Issuer and each material subsidiary and its
related rights, patents and franchises; provided, however, that nothing
contained in this Section 3.4 shall require Issuer or any subsidiary to
maintain, preserve or renew any right, patent or franchise not necessary or
desirable in the conduct of the business of Issuer or such subsidiary.

         3.5. Insurance. Issuer and its subsidiaries will maintain or cause to
be maintained insurance against loss or damage of the kinds customarily insured
against by corporations similarly situated (including officer's and director's
liability), with reputable insurers, in such amounts, with such deductibles and
by such methods as shall be adequate, and in any event in amounts not less than
amounts generally maintained by other companies engaged in similar businesses.
Issuer shall further promptly provide to the holders of the Notes copies of all
material notices received from or sent to any of its or its subsidiaries'
insurers together with copies of all material correspondence regarding any
potential or actual termination of such insurance.

         3.6. Books and Records. Issuer and its subsidiaries will at all times
keep true books of records and accounts in which full and correct entries will
be made of all its business transactions, and will reflect in its consolidated
financial statements adequate accruals and appropriations to reserves, all in
accordance with generally accepted accounting practices (subject to customary
and reasonable year-end adjustments).

         3.7. Compliance with Law. Issuer and its subsidiaries will comply with
all applicable statutes, rules, regulations, orders and restrictions of the
United States of America, foreign countries, states and municipalities and of
any governmental department, commission, board, regulatory authority, bureau,
agency, and instrumentality of the foregoing, and of any court, arbitrator or
grand jury, in respect of the conduct of their respective businesses and the
ownership of their properties, except such as are being contested in good faith
by appropriate proceedings, unless the penalty for noncompliance would not have
a material adverse effect on the properties, business, condition (financial or
otherwise) or prospects of Issuer and its subsidiaries taken as a whole.

         SECTION 4. Negative Covenants of Issuer. Issuer hereby agrees that, so
long as at least fifty percent (50%) of the principal amount of the originally
issued Notes are outstanding, it will not nor will it permit any of its
subsidiaries to:



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         4.1. Indebtedness for Borrowed Money. Incur, or permit to exist, any
(i) additional secured or unsecured indebtedness for borrowed money of Voxx or
(ii) any additional indebtedness for borrowed money of Epixtar which is senior
to the Notes, except, in the case of clauses (i) and (ii) above, for Permitted
Indebtedness. The term "Permitted Indebtedness" means the incurrence of
indebtedness for borrowed money of Epixtar or Voxx (other than clause (e) below
which shall only apply to Epixtar) (a) in connection with the factoring of its
receivables; (b) represented by working capital lines of credit consistent with
its ordinary course business operations; (c) in connection with its lease or
acquisition of equipment to be used in its ordinary course business operations;
(d) in connection with its execution and delivery of real property leases in
accordance with its ordinary course business operations; (e) that is due and
owing to the holders of Senior Debt (as defined in Section 9(a) below); (f) in
connection with future loans made to Epixtar or Voxx from Laurus Master Fund,
Ltd. ("Laurus"); and (g) in connection with acquisitions approved by a majority
of the independent members of its Board of Directors.

         4.2. Contingent Liabilities. Assume, endorse, be or become liable for
or guarantee the indebtedness or obligations of any Person, contingently or
otherwise, excluding however, (i) the endorsement of negotiable instruments for
deposit or collection in the ordinary course of business and (ii) any guarantee
of the Senior Debt (including any future loans made to Epixtar or Voxx by
Laurus);

         4.3. New Securities. Create or issue any new class or series of any
debt or equity security of Epixtar or Voxx (or any security which is convertible
into any such securities, including any class of preferred stock) which has a
preference senior to the Notes with respect to voting, interest, dividends,
liquidation preference or redemption (other than the creation and issuance of
any new debt security to the holders of Senior Debt);

         4.4. Sale or Encumbrance of Assets. Effect any sale, lease, assignment,
encumbrance, transfer or other conveyance of all or substantially all of the
assets of Epixtar or Voxx; provided, however, Epixtar and Voxx may grant
security interests in their assets, and pledge any stock owned by them, to
secure the indebtedness owed to the holders of the Senior Debt (which, for the
avoidance of doubt, shall include any future loans made to Epixtar or Voxx by
Laurus);

         4.5. Mergers. Effect any merger, share transfer, reorganization or
consolidation involving Epixtar or Voxx or enter into any transaction or series
of related transactions, in any such case, in which more than fifty percent
(50%) of the voting power of Epixtar or Voxx is disposed of;

         4.6. Dividends and Distributions. Pay dividends or make any other
distribution on shares of the capital stock of either Epixtar or Voxx, except
for dividends or distributions contemplated by the Notes, the Senior Debt or
other indebtedness or securities outstanding on the date of initial issuance of
the Notes; or

         4.7. No Impairment. Make or enter into any agreement or become
obligated to do any of the actions prohibited by Sections 4.1 through 4.6 above.



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Notwithstanding anything contained in this Section 4, each Issuer shall be
permitted, and the consent of the holders of Notes shall not be required, to
effect the Voxx IPO or the Voxx Spin-Off.

         SECTION 5. EVENTS OF DEFAULT

         5.1. Definition of Event of Default. The occurrence of any of the
following shall constitute an "Event of Default" under this Note (whatever the
reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

            (a) subject to the provisions of Section 9, a default in the payment
of all or any part of the principal or interest due under this Note as and when
the same shall become due and payable, at maturity, by declaration as permitted
hereunder, upon acceleration or otherwise; provided, that Issuer shall have an
additional five (5) days to cure any failure to make an interest payment when
due;

            (b) any representation, warranty, certificate, or other statement
(financial or otherwise) made or furnished by or on behalf of Issuer to the
Holder in writing in connection with this Note or the Subscription Agreement
shall be false, incorrect, incomplete or misleading in any material respect when
made or furnished;

            (c) the failure to observe any covenant set forth herein (other than
a covenant covered by clause (a) above) (which failure is not cured within 20
days after receipt by Issuer of notice of such failure);

            (d) an acceleration of the stated maturity of any indebtedness of
Issuer in an amount greater than Two Million Dollars ($2,000,000) in aggregate
principal amount (which acceleration is not rescinded, annulled or otherwise
cured within 20 days of receipt by Issuer of notice of such acceleration);

            (e) a judgment or order (not covered by insurance) for the payment
of money shall be rendered against Issuer in excess of Two Million Five Hundred
Thousand Dollars ($2,500,000) in the aggregate for all such judgments or orders
(treating any deductibles, self insurance or retention as not so covered) and
such judgment or order shall continue unsatisfied and unstayed for a period of
20 days; or

            (f) Issuer shall have applied for or consented to the appointment of
a custodian, receiver, trustee or liquidator, or other court-appointed fiduciary
of all or a substantial part of its properties; or a custodian, receiver,
trustee or liquidator or other court appointed fiduciary shall have been
appointed with the consent of Issuer; or Issuer is generally not paying its
debts as they become due by means of available assets or is insolvent, or has
made a general assignment for the benefits of its creditors; or Issuer files a
voluntary petition in bankruptcy, or a petition or an answer seeking
reorganization or an arrangement with its creditors or seeking to take advantage
of any insolvency law, or an answer admitting the material allegations of a
petition in any bankruptcy, reorganization or insolvency proceeding or has taken
action for the purpose of effecting any of the foregoing; or if, within 60 days
after the commencement of any proceeding against Issuer seeking any
reorganization, rehabilitation, arrangement, composition, readjustment,
liquidation, dissolution or similar relief under the Federal bankruptcy code or
similar order under future similar legislation, the appointment of any trustee,
receiver, custodian, liquidator, or other court-appointed fiduciary of Issuer or
of all or any substantial part of its properties, such order or appointment
shall not have been vacated or stayed on appeal or if, within 60 days after the
expiration of any such stay, such order or appointment shall not have been
vacated (all such events, collectively "Insolvency Events").



                                       5


         5.2. Rights of Holder Upon an Event of Default. Upon the occurrence or
existence of an Event of Default, holders representing a majority-in-interest of
the then outstanding Notes, by notice in writing to Issuer (the "Acceleration
Notice"), may declare the principal amount of this Note and the other Notes and
all accrued and unpaid interest due and owing thereon to be due and payable
immediately, without presentment, demand, protest or any notice of any kind, all
of which are hereby expressly waived; provided that if an Insolvency Event
occurs, the principal amount of this Note and the other Notes and all accrued
and unpaid interest shall become and be immediately due and payable without any
declaration or other act on the part of the Holder and without the need for any
consent thereto. Upon the occurrence of any Event of Default, the Holder may, in
addition to declaring all amounts due hereunder to be immediately due and
payable as provided in the preceding sentence, pursue any available remedy,
whether at law or in equity. If an Event of Default occurs, Issuer shall pay to
the Holder the reasonable attorneys' fees and disbursements and all other
out-of-pocket costs incurred by the Holder in order to collect amounts due and
owing under this Note or otherwise to enforce the Holder's rights and remedies
hereunder. This Section 5.2 shall be subject to the provisions of Section 9 of
this Note.

         SECTION 6. CHANGE OF CONTROL.

         6.1. Definition of Change of Control. The occurrence of any of the
following shall constitute a "Change of Control Event" under this Note (whatever
the reason for such Change of Control Event and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

            (a) any person or group becomes, directly or indirectly, in one or a
series of transactions, the beneficial owner of shares of voting stock of
Epixtar or Voxx (i) representing more than 50% or more of the total voting power
of all outstanding classes of voting stock of Epixtar or Voxx, or (ii) having
the power, directly or indirectly, to elect a majority of the Board of Directors
of Epixtar or Voxx;

            (b) the merger or consolidation of Epixtar or Voxx with or into any
other entity which results in the stockholders of Epixtar or Voxx owning less
than 50.1% of the outstanding common stock of the surviving entity following the
consummation of such transaction;

            (c) the sale by Epixtar or Voxx of all or substantially all of its
assets; or

            (d) the liquidation or dissolution of Epixtar or Voxx.



                                       6



         Notwithstanding the foregoing, a Change of Control Event shall not
include: (i) any reorganization or reincorporation of Epixtar and its
subsidiaries so long as such reorganization or reincorporation does not involve
an unaffiliated third party or does not result in the stockholders of Epixtar
owning less than 50.1% of the outstanding common stock of the surviving entity
following the consummation of such transaction, (ii) the pro rata distribution
to Epixtar's stockholders of a percentage (such percentage to be agreed upon by
Epixtar and the Placement Agent) of the shares of common stock, par value $.001
per share (the "Voxx Common Stock"), of Voxx (the "Voxx Spin-Off"), (iii) the
consummation of an initial public offering of Voxx Common Stock (the "Voxx
IPO"), or (iv) any event described above which holders of at least a
majority-in-interest of the then outstanding Notes notify the Issuer in writing
that they desire not to be deemed a Change of Control Event.

         6.2. Rights of Holder Upon Change of Control Event. Subject to the
provisions of Section 9, upon the occurrence of a Change of Control Event, all
outstanding principal and accrued but unpaid interest under this Note shall
automatically become due and payable immediately, without presentment, demand,
protest or any notice of any kind, all of which are hereby expressly waived.

         SECTION 7. CONVERSION.

         7.1. Optional Conversion Prior to the One Year Anniversary Date. (a) At
any time from and after the date of issuance of this Note and prior to the One
Year Anniversary Date, the Holder may convert all, but not less than all, of the
principal and accrued interest outstanding under this Note into fully paid and
non-assessable shares of Epixtar's common stock, $0.001 par value per share (the
"Epixtar Common Stock"), at a conversion price equal to the volume
weighted-average price of the Epixtar Common Stock for the thirty (30) trading
day period immediately preceding the date of conversion of this Note; provided,
that, the volume weighted-average price for such thirty (30) day period equals
or exceeds Two Dollars and Twenty Five Cents ($2.25)(as subject to adjustment
for stock splits, stock combinations and stock dividends with respect to the
Epixtar Common Stock) (the "Epixtar Conversion Price I"). Such conversion shall
be effected by the Holder sending Epixtar a written notice of conversion (which
notice shall specify the outstanding principal and accrued and unpaid interest
which is being converted and the number of shares to be received upon such
conversion) and this Note for cancellation. Within three (3) business days after
receipt of a proper conversion notice from the Holder, Epixtar shall issue a
certificate to the Holder representing the number of shares of Epixtar Common
Stock (or such other securities issuable upon conversion of this Note) issuable
upon conversion of this Note in accordance with the Holder's conversion notice.
Upon conversion of this Note, only whole shares of Epixtar Common Stock (or any
other securities issuable upon conversion of this Note) shall be issued. Any
remainder due hereunder which is insufficient to purchase a whole share of
Epixtar Common Stock (or any other securities issuable upon conversion of this
Note) shall be paid by Issuer in cash. In the event the Holder has not converted
this Note into Epixtar Common Stock prior to the One Year Anniversary Date in
accordance with this Section 7.1(a), then the right to convert this Note
pursuant to this Section 7.1(a) shall automatically terminate. For the avoidance
of doubt, in the event that the Holder converts this Note into Epixtar Common
Stock in accordance with this Section 7.1(a), then the right of the Holder to
receive the Voxx Warrants (as defined in Section 7.3(b) below) shall
automatically terminate.



                                       7


         (b) In the event the Holder elects to convert all, but not less than
all, of the principal and accrued interest outstanding under this Note into
Epixtar Common Stock prior to the One Year Anniversary Date in accordance with
Section 7.1(a), then the Holder shall be entitled to receive, in addition to the
shares of Common Stock issuable upon conversion of this Note in accordance with
Section 7.1(a), a warrant (the "Epixtar Conversion I Warrant") to purchase the
number of shares of Epixtar Common Stock equal to fifty percent (50%) of the
then outstanding principal amount of this Note divided by the Epixtar Conversion
Price I. The Epixtar Conversion I Warrant shall have a five year term and shall
be exercisable at an exercise price equal to the Epixtar Conversion Price I at
the time of conversion of this Note in accordance with Section 7.1(a). The
Epixtar Conversion I Warrant shall contain certain weighted-average and other
customary anti-dilution provisions but shall not provide for the cashless
exercise of the Epixtar Conversion I Warrant.

         7.2. Optional Conversion Following the One Year Anniversary Date. (a)
If Issuer shall fail to consummate the Voxx IPO or Voxx Spin-Off on or prior to
the One Year Anniversary Date, then the Holder shall have the right, at any time
following the One Year Anniversary Date and prior to the consummation of the
Voxx IPO or Voxx Spin-Off, to convert all, but not less than all, of the
principal and accrued interest outstanding under this Note into fully paid and
non-assessable shares of Epixtar Common Stock at a conversion price equal to the
greater of (i) a twenty-five percent (25%) discount to the volume
weighted-average price of the Epixtar Common Stock for the thirty (30) trading
day period immediately preceding the One Year Anniversary Date, and (ii) One
Dollar ($1.00) (the "Epixtar Conversion Price II" and together with the Epixtar
Conversion Price I, the "Epixtar Conversion Price"). Such conversion shall be
effected by the Holder sending Epixtar a written notice of conversion (which
notice shall specify the outstanding principal and accrued and unpaid interest
which is being converted and the number of shares to be received upon such
conversion) and this Note for cancellation. Within three (3) business days after
receipt of a proper conversion notice from the Holder, Epixtar shall issue a
certificate to the Holder representing the number of shares of Epixtar Common
Stock (or such other securities issuable upon conversion of this Note) issuable
upon conversion of this Note in accordance with the Holder's conversion notice.
Upon conversion of this Note, only whole shares of Epixtar Common Stock (or any
other securities issuable upon conversion of this Note) shall be issued. Any
remainder due hereunder which is insufficient to purchase a whole share of
Epixtar Common Stock (or any other securities issuable upon conversion of this
Note) shall be paid by Issuer in cash. For the avoidance of doubt, in the event
that the Holder elects to convert this Note into Epixtar Common Stock in
accordance with this Section 7.2(a), then the right of the Holder to receive the
Voxx Warrants shall automatically terminate.

         (b) If Issuer shall fail to consummate the Voxx IPO or Voxx Spin-Off on
or prior to the One Year Anniversary Date and the Holder shall not have elected
to convert this Note into Epixtar Common Stock in accordance with Section 7.1(a)
prior to the One Year Anniversary Date, then the Holder shall automatically
receive on the One Year Anniversary Date, a warrant (the "Epixtar Conversion II
Warrant" and together with the Epixtar Conversion I Warrant, the "Epixtar
Warrants") to purchase the number of shares of Epixtar Common Stock equal to
fifty percent (50%) of the then outstanding principal amount of this Note
divided by the Epixtar Conversion Price II. The Epixtar Conversion II Warrant
shall have a five year term and shall be exercisable at an exercise price equal
to the greater of (i) the volume weighted-average price of the Epixtar Common
Stock for the thirty (30) trading day period immediately preceding the One Year
Anniversary Date, and (ii) One Dollar ($1.00). The Epixtar Conversion II Warrant
shall contain certain weighted-average and other customary anti-dilution
provisions but shall not provide for the cashless exercise of the Epixtar
Conversion II Warrant. If this Note is outstanding at the time of consummation
of the Voxx IPO or the Voxx Spin-Off, then the Epixtar Conversion II Warrant
shall terminate automatically upon the consummation of the Voxx IPO or the Voxx
Spin-Off. For purposes of this Note, the Voxx Spin-Off shall be deemed to have
been consummated on such date as (i) a registration statement covering the
underlying shares of Voxx Common Stock related to the Voxx Spin-Off is declared
effective by the SEC and (ii) the Voxx Common Stock commences trading on an
Approved Market. "Approved Market" shall mean any public market on which the
Voxx Common Stock is trading (it being understood that the Pink Sheets Quotation
Services shall not qualify as an Approved Market).



                                       8


         7.3. Automatic Conversion. (a) If Issuer consummates the Voxx IPO, the
principal amount of this Note, together with all accrued but unpaid interest,
shall automatically, upon consummation of the Voxx IPO, without any further
action on the part of the Holder, convert into shares of Voxx Common Stock at a
twenty percent (20%) discount to the initial public offering price per share of
Voxx Common Stock (the "Discounted Voxx IPO Conversion Price"). In the event
this Note is automatically converted into Voxx Common Stock in accordance with
this Section 7.3(a), then the Holder shall be entitled to receive, in addition
to the shares of Voxx Common Stock issuable upon the automatic conversion of
this Note in accordance with this Section 7.3(a), a warrant (the "Voxx
Conversion I Warrant") to purchase the number of shares of Voxx Common Stock
equal to fifty percent (50%) of the then outstanding principal amount of this
Note divided by the Discounted Voxx IPO Conversion Price. The Voxx Conversion I
Warrant shall have a five year term and shall be exercisable at an exercise
price equal to the initial public offering price per share of Voxx Common Stock.
The Voxx Conversion I Warrant shall contain certain weighted-average and other
customary anti-dilution provisions but shall not provide for the cashless
exercise of the Voxx Conversion I Warrant. In the event the Holder (or any
transferee of the Epixtar Conversion II Warrant) exercises the Epixtar
Conversion II Warrant prior to the issuance to the Holder of the Voxx Conversion
I Warrant, then the number of shares of Voxx Common Stock issuable upon exercise
of the Voxx Conversion I Warrant shall be proportionately reduced by the number
of shares of Epixtar Common Stock previously issued to the Holder (or such
transferee of the Epixtar Conversion II Warrant) upon exercise of the Epixtar
Conversion II Warrant.

         (b) If Issuer effects the Voxx Spin-Off, the principal amount of this
Note, together with all accrued but unpaid interest, shall automatically, upon
consummation of the Voxx Spin-Off as described in Section 7.2(b), without any
further action on the part of the Holder, convert into shares of Voxx Common
Stock at a twenty percent (20%) discount to the value of the Voxx Common Stock
based upon the valuation of Voxx at the time of the Voxx Spin-Off (the
"Discounted Voxx Spin-Off Conversion Price"), which valuation shall be
determined in good faith by the Board of Directors of Voxx with the consent of
the Placement Agent. In the event this Note is automatically converted into Voxx
Common Stock in accordance with this Section 7.3(b), then the Holder shall be
entitled to receive, in addition to the shares of Voxx Common Stock issuable
upon the automatic conversion of this Note in accordance with this Section
7.3(b), a warrant (the "Voxx Conversion II Warrant" and together with the Voxx
Conversion I Warrant, the "Voxx Warrants") to purchase the number of shares of
Voxx Common Stock equal to fifty percent (50%) of the then outstanding principal
amount of this Note divided by the Discounted Voxx Spin-Off Conversion Price.
The Voxx Conversion II Warrant shall have a five year term and shall be
exercisable at an exercise price equal to the value of Voxx Common Stock based
upon the valuation of Voxx at the time of the Voxx Spin-Off, which valuation
shall be determined in good faith by the Board of Directors of Voxx with the
consent of the Placement Agent. In the event the Holder (or any transferee of
the Epixtar Conversion II Warrant) exercises the Epixtar Conversion II Warrant
prior to the issuance to the Holder of the Voxx Conversion II Warrant, then the
number of shares of Voxx Common Stock issuable upon exercise of the Voxx
Conversion II Warrant shall be proportionately reduced by the number of shares
of Epixtar Common Stock previously issued to the Holder (or such transferee of
the Epixtar Conversion II Warrant) upon exercise of the Epixtar Conversion II
Warrant.



                                       9


         7.4. Conversion Price Adjustments. (a) The Epixtar Conversion Price and
the amount and kind of securities issuable upon conversion of this Note shall be
subject to adjustment from time to time in accordance with the provisions of
Section 7.4(b) and Section 8 hereof.

         (b) Immediately following the final Closing of the offering of the
Notes, Issuer shall register with the SEC for resale all of the shares of
Epixtar Common Stock issuable upon conversion of this Note and the other Notes
in accordance with Sections 7.1(a) and 7.2 (based upon a conversion price of
$1.00). In the event that a registration statement covering these shares of
Epixtar Common Stock is not filed with the SEC within sixty (60) days following
the final Closing of the offering of the Notes (the sixtieth (60th) day
following the final Closing of the offering of the Notes is referred to as the
"Filing Deadline I"), then the Epixtar Conversion Price shall be immediately
reduced by five percent (5%) of the then effective Epixtar Conversion Price. The
Epixtar Conversion Price shall be reduced by an additional five percent (5%) of
the then effective Epixtar Conversion Price for each additional thirty (30) day
period (or partial period, as the case may be) following the Filing Deadline I
that such registration statement is not filed with SEC. In addition, immediately
following the One Year Anniversary Date, Issuer shall register for resale all of
the shares of Epixtar Common Stock then issuable upon conversion of the Notes
(to the extent not previously covered by the registration statement referred to
above) and the exercise of the Epixtar Warrants. In the event that a
registration statement covering these shares of Epixtar Common Stock is not
filed with the SEC within sixty (60) days following the One Year Anniversary
Date (the sixtieth (60th) day following the One Year Anniversary Date is
referred to as the "Filing Deadline II"), then the Epixtar Conversion Price II
shall be immediately reduced by five percent (5%) of the then effective Epixtar
Conversion Price II. The Epixtar Conversion Price II shall be reduced by an
additional five percent (5%) of the then effective Epixtar Conversion Price II
for each additional thirty (30) day period (or partial period, as the case may
be) following the Filing Deadline II that such registration statement is not
filed with SEC.

         7.5. Due Issuance of Shares Upon Conversion. Issuer covenants and
agrees that all shares of Epixtar Common Stock, Voxx Common Stock or any such
other securities which may be issued upon any whole or partial conversion of
this Note will, upon issuance, be validly issued, fully paid and non-assessable
and free from all taxes, liens and charges with respect to the issue thereof.



                                       10


         7.6. Stock to be Reserved. Issuer will at all times reserve and keep
available out of its authorized Epixtar Common Stock and Voxx Common Stock, as
the case may be, solely for the purpose of issuance upon conversion of the Notes
and exercise of the Epixtar Warrants and Voxx Warrants, such number of shares of
Epixtar Common Stock, Voxx Common Stock or such other securities as shall then
be issuable upon conversion hereof or exercise thereof. Issuer covenants that,
to the extent permitted by law, it will from time to time take all such action
as may be required to assure that the par value per share of the Epixtar Common
Stock or Voxx Common Stock, as the case may be, is at all times equal to or less
than the effective conversion or exercise price. Issuer will not take any action
which results in any adjustment to the conversion price of the Notes if the
total number of shares of Epixtar Common Stock or Voxx Common Stock, as the case
may be, issued and issuable after such action upon conversion of this Note
would, when added to the number of shares of Epixtar Common Stock or Voxx Common
Stock, as the case may be, then reserved for issuance, exceeds the total number
of shares of Epixtar Common Stock or Voxx Common Stock, as the case may be, then
authorized by the applicable Certificate of Incorporation of Issuer.

         7.7. Issue Tax. The issuance of certificates for shares of Epixtar
Common Stock, Voxx Common Stock or other securities upon conversion of this Note
shall be made without charge to the Holder for any issuance tax in respect
thereof, provided that Issuer shall not be required to pay any tax which may be
payable in respect of any transfer involved in the issuance and delivery of any
certificate in a name other than that of the Holder.

         7.8. Closing of Books. Issuer will at no time close its transfer books
against the transfer of any shares of Epixtar Common Stock, Voxx Common Stock or
other securities issued or issuable upon the conversion of this Note in any
manner which interferes with the timely conversion of this Note, except as may
otherwise be required to comply with applicable securities laws.


         SECTION 8. ADJUSTMENTS TO EPIXTAR CONVERSION PRICE AND NUMBER OF
CONVERSION SHARES.

         8.1. Adjustments Upon Stock Events and Stock Issuances. Subject and
pursuant to the provisions of this Section 8.1, from and after the One Year
Anniversary Date, the Epixtar Conversion Price II and the number of shares of
Epixtar Common Stock or other securities issuable upon conversion of this Note
in accordance with Section 7.2 hereof (the "Conversion Shares") shall be subject
to adjustment from time to time as set forth hereinafter.

            (a) If Epixtar shall, at any time or from time to time while this
Note is outstanding, pay a dividend or make a distribution on the Epixtar Common
Stock in shares of Epixtar Common Stock, subdivide its outstanding shares of
Epixtar Common Stock into a greater number of shares or combine its outstanding
shares of Epixtar Common Stock into a smaller number of shares or issue by
reclassification of its outstanding shares of Epixtar Common Stock any shares of
its capital stock (including any such reclassification in connection with a
consolidation or merger in which Epixtar is the continuing corporation), then
the number of Conversion Shares and the Epixtar Conversion Price II in effect
immediately prior to the date upon which such change shall become effective,
shall be adjusted by Epixtar so that the Holder thereafter exercising this Note
shall be entitled to receive the number of shares of Epixtar Common Stock or
other capital stock which the Holder would have received if this Note had been
fully exercised immediately prior to such event upon payment of an Epixtar
Conversion Price II that has been adjusted to reflect a fair allocation of the
economics of such event to the Holder. Such adjustments shall be made
successively whenever any event listed above shall occur.



                                       11


            (b) If any capital reorganization, reclassification of the capital
stock of Epixtar, consolidation or merger of Epixtar with another corporation in
which Epixtar is not the survivor, or sale, transfer or other disposition of all
or substantially all of Epixtar's or any of its subsidiaries' assets to another
corporation, person or entity shall be effected (in each case, other than any
Change of Control Event or the Voxx Spin-Off), then Epixtar shall use its best
efforts to ensure that lawful and adequate provision shall be made whereby the
Holder shall thereafter have the right to purchase and receive upon the basis
and upon the terms and conditions herein specified and in lieu of the Conversion
Shares immediately theretofore issuable upon exercise of this Note, such shares
of stock, securities or assets as would have been issuable or payable with
respect to or in exchange for a number of Conversion Shares equal to the number
of Conversion Shares immediately theretofore issuable upon exercise of this
Note, had such reorganization, reclassification, consolidation, merger, sale,
transfer or other disposition not taken place, and in any such case appropriate
provision shall be made with respect to the rights and interests of the Holder
to the end that the provisions hereof (including, without limitation, provision
for adjustment of the Epixtar Conversion Price II) shall thereafter be
applicable, as nearly equivalent as may be practicable in relation to any shares
of stock, securities or assets thereafter deliverable upon the exercise thereof.
Epixtar shall not effect any such consolidation, merger, sale, transfer or other
disposition unless prior to or simultaneously with the consummation thereof the
successor corporation, person or entity (if other than Epixtar) resulting from
such consolidation or merger, or the corporation purchasing or otherwise
acquiring such assets or other appropriate corporation or entity shall assume
the obligation to deliver to the Holder, at the last address of such holder
appearing on the books of Epixtar, such shares of stock, securities or assets
as, in accordance with the foregoing provisions, such Holder may be entitled to
purchase, and the other obligations under this Note. The provisions of this
paragraph (b) shall similarly apply to successive reorganizations,
reclassifications, consolidations, mergers, sales, transfers or other
dispositions.



                                       12


            (c) In case Issuer shall fix a payment date for the making of a
distribution to all holders of Epixtar Common Stock (including without
limitation any distribution of shares of capital stock of any subsidiary of
Epixtar (other than in connection with the Voxx Spin-Off) and any distribution
made in connection with a consolidation or merger in which Epixtar is the
continuing corporation) of evidences of indebtedness or assets (other than cash
dividends or cash distributions payable out of consolidated earnings or earned
surplus or dividends or distributions referred to in Section 8.1(a)), or
subscription rights or warrants, the Epixtar Conversion Price II to be in effect
after such payment date shall be determined by multiplying the Epixtar
Conversion Price II in effect immediately prior to such payment date by a
fraction, the numerator of which shall be the total number of shares of Epixtar
Common Stock outstanding multiplied by the Market Value (as defined below) per
share of Epixtar Common Stock immediately prior to such payment date, less the
fair market value (as determined by the Board of Directors of Epixtar in good
faith) of said assets or evidences of indebtedness so distributed, or of such
subscription rights or warrants, and the denominator of which shall be the total
number of shares of Epixtar Common Stock outstanding multiplied by such Market
Value per share of Epixtar Common Stock immediately prior to such payment date.
"Market Value" as of a particular date (the "Valuation Date") shall mean the
following: (v) if the Epixtar Common Stock is then listed on a national stock
exchange, the Market Value shall be the Market Price of one share of Epixtar
Common Stock on such exchange on the last trading day prior to the Valuation
Date, provided that if such stock has not traded in the prior ten (10) trading
sessions, the Market Value shall be the average Market Price of one share of
Epixtar Common Stock in the most recent ten (10) trading sessions during which
the Epixtar Common Stock has traded; (w) if the Epixtar Common Stock is then
included in The Nasdaq Stock Market, Inc. ("Nasdaq"), the Market Value shall be
the Market Price of one share of Epixtar Common Stock on Nasdaq on the last
trading day prior to the Valuation Date or, if no such Market Price is
available, the average of the high bid and the low ask price quoted on Nasdaq as
of the end of the last trading day prior to the Valuation Date, provided that if
such stock has not traded in the prior ten (10) trading sessions, the Market
Value shall be the average Market Price of one share of Epixtar Common Stock in
the most recent ten (10) trading sessions during which the Epixtar Common Stock
has traded; (x) if the Epixtar Common Stock is then included in the
Over-the-Counter Bulletin Board, the Market Value shall be the Market Price of
one share of Epixtar Common Stock on the Over-the-Counter Bulletin Board on the
last trading day prior to the Valuation Date or, if no such Market Price is
available, the average of the high bid and the low ask price quoted on the
Over-the-Counter Bulletin Board as of the end of the last trading day prior to
the Valuation Date, provided that if such stock has not traded in the prior ten
(10) trading sessions, the Market Value shall be the average Market Price of one
share of Epixtar Common Stock in the most recent ten (10) trading sessions
during which the Epixtar Common Stock has traded; (y) if the Epixtar Common
Stock is then included in the "pink sheets, " the Market Value shall be the
Market Price of one share of Epixtar Common Stock on the "pink sheets" on the
last trading day prior to the Valuation Date or, if no such Market Price is
available, the average of the high bid and the low ask price quoted on the "pink
sheets" as of the end of the last trading day prior to the Valuation Date,
provided that if such stock has not traded in the prior ten (10) trading
sessions, the Market Value shall be the average Market Price of one share of
Epixtar Common Stock in the most recent ten (10) trading sessions during which
the Epixtar Common Stock has traded; or (z) if the Epixtar Common Stock is not
then listed on a national stock exchange or quoted on Nasdaq or the
Over-the-Counter Bulletin Board or the "pink sheets ", the fair market value of
one share of Epixtar Common Stock on the Valuation Date shall be determined in
good faith by the Board of Directors of Epixtar. "Market Price" shall mean the
closing sale price of one share of Epixtar Common Stock as listed or quoted on
the primary exchange or quotation system on which the Epixtar Common Stock is
then listed or quoted, or if not so listed or quoted, then the closing sale
price quoted on the Over-the-Counter Bulletin Board or on the "pink sheets", as
applicable. The Board of Directors of Epixtar shall respond promptly, in
writing, to an inquiry by the Holder prior to the exercise hereunder as to the
Market Value of a share of Epixtar Common Stock.

            (d) For the term of this Note, in addition to the provisions
contained above, the Epixtar Conversion Price II and the number of Conversion
Shares issuable hereunder shall be subject to adjustment as provided below. An
adjustment to the Epixtar Conversion Price II shall become effective immediately
after the payment date in the case of each dividend or distribution and
immediately after the effective date of each other event which requires an
adjustment.


                                       13


            (e) Except as provided in Section 8.1(f) hereof, if and whenever
Epixtar shall issue or sell, or is, in accordance with any of Sections 8.1(e)(l)
through (e)(5) hereof, deemed to have issued or sold, any shares of Epixtar
Common Stock for a consideration per share less than the Epixtar Conversion
Price II in effect immediately prior to the time of such issue or sale, then and
in each such case (a "Trigger Issuance"), effective as of the close of business
on the effective date of the Trigger Issuance, the then-existing Epixtar
Conversion Price II shall be reduced, as of the close of business on the
effective date of the Trigger Issuance, to an Epixtar Conversion Price II
determined as follows:

                Adjusted Conversion Price = (A x B) + D
                                            -----------
                                                A+C

                where

                A = the number of shares of Epixtar Common Stock outstanding
(including any Additional Shares of Common Stock (as defined below) immediately
preceding such Trigger Issuance);

                B = the Epixtar Conversion Price II in effect immediately
preceding such Trigger Issuance;

                C = the number of Additional Shares of Common Stock (as adjusted
for stock splits, stock combinations, recapitalizations, and dividends and the
like) outstanding or deemed outstanding hereunder as a result of such Trigger
Issuance; and

                D = the aggregate consideration, if any, received or deemed to
be received by Epixtar upon such Trigger Issuance.

            For purposes of this subsection (e), "Additional Shares of Common
Stock" shall mean all shares of Epixtar Common Stock issued by Epixtar or deemed
to be issued pursuant to this Section 8.1(e), other than those excluded
issuances set forth in Section 8.1(f) hereof.

            For purposes of this Section 8.1(e), the following subsections
(e)(l) to (e)(5) shall also be applicable (subject, in each such case, to the
provisions of Section 8.1(f) hereof and to each other subsection contained in
this Section 8.1(e)):


                                       14


                        (e)(1) Issuance of Convertible Securities; Issuance of
            Rights or Options. In case at any time after the date hereof Epixtar
            shall in any manner grant, issue or sell any stock or security
            convertible into or exchangeable for Common Stock ("Convertible
            Securities") or any warrants or other rights to subscribe for or to
            purchase, or any options for the purchase of, Common Stock or any
            Convertible Securities (such warrants, rights or options being
            called "Options"), whether or not the right to convert, exchange or
            exercise any such Convertible Securities or such Options are
            immediately exercisable, and the price per share for which Common
            Stock is issuable upon the conversion or exchange of such
            Convertible Securities or upon the exercise of such Options
            (determined by dividing (i) the sum of (x) the total amount, if any,
            received or receivable by Epixtar as consideration for the issue or
            sale of such Convertible Securities or the granting of such Options,
            plus (y) the aggregate amount of additional consideration, if any,
            payable to Epixtar upon the conversion or exchange of all such
            Convertible Securities or the exercise of all such Options, plus
            (z), in the case of such Options to purchase Convertible Securities,
            the aggregate amount of additional consideration, if any, payable
            upon the conversion or exchange of such Convertible Securities, by
            (ii) the maximum number of shares of Common Stock issuable upon the
            conversion or exchange of all such Convertible Securities, or upon
            the exercise of such Options, or upon the conversion or exchange of
            all such Convertible Securities issuable upon the exercise of such
            Options) shall be less than the Epixtar Conversion Price II in
            effect immediately prior to the time of the issue or sale of such
            Convertible Securities or the granting of such Options, then the
            total number of shares of Common Stock issuable upon the conversion
            or exchange of such Convertible Securities, or the exercise of such
            Options, or upon the conversion or exchange of the maximum amount of
            such Convertible Securities issuable upon the exercise of such
            Options shall be deemed to have been issued for such price per share
            as of the date of the issuance or sale of such Convertible
            Securities or the granting of such Options (including Options to
            purchase Convertible Securities) and thereafter shall be deemed to
            be outstanding for purposes of adjusting the Epixtar Conversion
            Price II. Except as otherwise provided in Section 8.1(e)(2), no
            additional adjustment of the Epixtar Conversion Price II shall be
            made upon the actual issuance of such Epixtar Common Stock upon
            conversion or exchange of such Convertible Securities or upon the
            exercise of such Options.

                        (e)(2) Change in Option Price or Conversion Rate. Upon
            the happening of any of the following events, namely, if the
            purchase price provided for in any Option referred to in Section
            8.1(e)(l) hereof, the additional consideration, if any, payable upon
            the conversion or exchange of any Convertible Securities referred to
            in Section 8.1(e)(l), or the rate at which Convertible Securities
            referred to in Section 8.1(e)(l) are convertible into or
            exchangeable for Epixtar Common Stock shall change at any time
            (including, but not limited to, changes under or by reason of
            provisions designed to protect against dilution), the Epixtar
            Conversion Price II in effect at the time of such event shall
            forthwith be readjusted to the Epixtar Conversion Price II which
            would have been in effect at such time had such Options or
            Convertible Securities still outstanding provided for such changed
            purchase price, additional consideration or conversion rate, as the
            case may be, at the time initially granted, issued or sold, but only
            if as a result of such adjustment the Epixtar Conversion Price II
            then in effect hereunder is thereby reduced. On the termination of
            any Option for which an adjustment was made pursuant to this Section
            8.1(e) or any right to convert or exchange Convertible Securities
            for which an adjustment was made pursuant to this Section 8.1(e),
            the Epixtar Conversion Price II then in effect hereunder shall
            forthwith be changed to the Epixtar Conversion Price II which would
            have been in effect at the time of such termination had such Option
            or Convertible Securities, to the extent outstanding immediately
            prior to such termination, never been issued.



                                       15


                        (e)(3) Consideration for Stock. In case any shares of
            Epixtar Common Stock, Options or Convertible Securities shall be
            issued or sold for cash, the consideration received therefor shall
            be deemed to be the gross amount received by Epixtar therefor,
            before deduction therefrom of any expenses incurred or any
            underwriting commissions or concessions paid or allowed by Epixtar
            in connection therewith. In case any shares of Epixtar Common Stock,
            Options or Convertible Securities shall be issued or sold for a
            consideration other than cash, the amount of the consideration other
            than cash received by Epixtar shall be deemed to be the fair value
            of such consideration as determined in good faith by the Board of
            Directors of Epixtar, before deduction of any expenses incurred or
            any underwriting commissions or concessions paid or allowed by
            Epixtar in connection therewith. In case any Options shall be issued
            in connection with the issue and sale of other securities of
            Epixtar, together comprising one integral transaction in which no
            specific consideration is allocated to such Options by the parties
            thereto, such Options shall be deemed to have been issued for such
            consideration as determined in good faith by the Board of Directors
            of Epixtar.

                        (e)(4) Record Date. In case Epixtar shall take a record
            of the holders of Epixtar Common Stock for the purpose of entitling
            them (i) to receive a dividend or other distribution payable in
            Epixtar Common Stock, Options or Convertible Securities or (ii) to
            subscribe for or purchase Epixtar Common Stock, Options or
            Convertible Securities, then such record date shall be deemed to be
            the date of the issue or sale of the shares of Epixtar Common Stock
            deemed to have been issued or sold upon the declaration of such
            dividend or the making of such other distribution or the date of the
            granting of such right of subscription or purchase, as the case may
            be. Notwithstanding the foregoing, no anti-dilution adjustment shall
            be effected with respect to any transaction for which a record date
            is set by Epixtar if the transaction is abandoned by Epixtar prior
            to the time such transaction becomes effective.

                        (e)(5) Treasury Shares. The number of shares of Epixtar
            Common Stock outstanding at any given time shall not include shares
            owned or held by or for the account of Epixtar or any of its
            wholly-owned subsidiaries, and the disposition of any such shares
            (other than the cancellation or retirement thereof) shall be
            considered an issue or sale of Epixtar Common Stock for the purpose
            of this subsection (e).



                                       16


            (f) Anything herein to the contrary notwithstanding, Epixtar shall
not be required to make any adjustment of the Epixtar Conversion Price II in the
case of the following issuances from and after the date of issuance of this
Note: (i) Options for up to 250,000 shares (subject to adjustment in the event
of a stock split, stock combination or similar event) of Epixtar Common Stock
granted after the date hereof to directors, officers, employees or consultants
of Epixtar in connection with their service as directors of Epixtar, their
employment by Epixtar or their retention as consultants by Epixtar pursuant to
any employee benefit plans or programs approved by the Board of Directors of
Epixtar or any committee thereof, (ii) shares of Epixtar Common Stock upon the
conversion or exercise of Options or Convertible Securities outstanding on the
date of issuance of this Note (including the Notes), (iii) shares of Epixtar
Common Stock issued or issuable by reason of a dividend, stock split or other
distribution payable pro rata to all holders of Epixtar Common Stock (but only
to the extent that such a dividend, split or distribution results in an
adjustment in the Epixtar Conversion Price II pursuant to the other provisions
of this Note), (iv) shares of Voxx Common Stock issued or issuable in connection
with the Voxx Spin-Off or IPO, (v) shares of Epixtar Common Stock issuable upon
exercise of the Epixtar Warrants or the Placement Agent Warrants, (vi) up to
300,000 shares of Epixtar Common Stock in connection with the acquisition of the
capital stock or assets of Innovative Marketing Strategies, Inc. and (vii)
shares of Epixtar Common Stock upon the exercise of Options granted pursuant to
subsection (i) above (collectively, the "Permitted Issuances").

            (g) In the event that, as a result of an adjustment made pursuant to
this Section 8.1, the Holder shall become entitled to receive any shares of
capital stock of Epixtar other than shares of Epixtar Common Stock, the number
of such other shares so receivable upon exercise of this Note shall be subject
thereafter to adjustment from time to time in a manner and on terms as nearly
equivalent as practicable to the provisions with respect to the Conversion
Shares contained in this Note.

         8.2. Notice of Adjustment. Upon any adjustment of the Epixtar
Conversion Price II, then and in each such case Epixtar shall give written
notice thereof, by delivery in person, certified or registered mail, return
receipt requested, telecopier or telex, addressed to the Holder at the address
of the Holder, as provided to Epixtar, which notice shall state the Epixtar
Conversion Price II resulting from such adjustment and setting forth in
reasonable detail the method upon which such calculation is based.

         8.3. Termination of Section 8.1(e). Notwithstanding anything contained
in Section 8.1(e) of this Note or any other provision of this Note, in the event
that the exchange or market on which shares of Epixtar Common Stock are then
listed prohibit "weighted average" anti-dilution provisions, such as the one
contained in Section 8.1(e) of this Note, then Section 8.1(e) of this Note shall
immediately terminate and shall no longer be effective.

         SECTION 9. SUBORDINATION. (a) This Note and the other Notes and the
indebtedness evidenced hereby and thereby (the "Subordinated Debt") is
subordinated in right of payment to all obligations of Issuer to the holders of
Senior Debt. The term "Senior Debt" means all indebtedness and obligations,
whether now existing or hereafter arising (including, without limitation, with
respect to future debt financings from Laurus), due and owing to (i) Laurus and
the holders of Epixtar's secured convertible promissory notes, dated May 14,
2004, in the aggregate principal amount of Five Million Dollars ($5,000,000),
and (ii) the holders of Epixtar's 8% Convertible Promissory Notes dated April
and May 2004 in the aggregate principal amount of One Million Dollars
($1,000,000), in the case of clauses (i) and (ii), including all fees,
penalties, expenses, costs (including costs of collecting such obligations and
reasonable attorneys' fees associated therewith), default interest, acceleration
and default amounts and other amounts incurred thereunder, including, without
limitation, all interest accruing after the commencement by or against Issuer of
any bankruptcy, reorganization or similar proceeding.



                                       17


            (b) Except as set forth in this Section 9(b), no payment or
distribution (other than a payment or distribution in the form of Permitted
Junior Securities) of any assets or securities of Issuer of any kind may be made
by or on behalf of Issuer, including, without limitation, by way of payment,
pre-payment, set-off or otherwise, for or on account of this Note or any of the
other notes, and neither the Holder of this Note nor the holders of the other
Notes shall take or receive from Issuer any payment of cash or other property in
respect of all or any portion of this Note unless and until all Senior Debt is
indefeasibly paid in full in cash or such other form of consideration as the
holders of Senior Debt, in their sole discretion, may elect to accept; provided,
however, so long as no event of default or similar term has occurred and is
continuing with respect to the Senior Debt, as defined in the documents
governing the Senior Debt, Issuer shall be permitted to pay the interest due and
owing under this Note and the other Notes in accordance with the terms of such
Notes. At such time as the prohibition set forth in the preceding sentence shall
no longer be in effect, Issuer shall resume making any and all required payments
in respect of this Note and the other Notes. Nothing in this Section 9(b) shall
be deemed or construed to prohibit (i) the Holder of this Note or the holders of
the other Notes from converting all or any part of the Subordinated Debt into
shares of Epixtar Common Stock in accordance with Sections 7.1 and 7.2 of the
Notes, or (ii) the conversion of the Subordinated Debt into Voxx Common Stock in
accordance with Section 7.3 of the Notes. As used herein, "Permitted Junior
Securities" means equity securities of Issuer issued in conjunction with,
without limitation, the conversion of the Notes in accordance with Sections 7.1,
7.2 or 7.3 of the Notes or pursuant to a reorganization or readjustment of the
securities of Issuer or any other company, trust, corporation or partnership
provided for by a plan of reorganization or readjustment, that, in the case of
any such equity securities, are junior, or the payment of which is otherwise
subordinate, at least to the extent provided in this Section 9(b) with respect
to the Notes, to the payment in full of all Senior Debt outstanding, or to all
securities issued in exchange therefore, to the holder(s) of Senior Debt.

            (c) Upon the occurrence of an Event of Default, holders representing
a majority-in-interest of the then outstanding Notes shall provide written
notice of such Event of Default to Laurus, on behalf of the holders of Senior
Debt (or such other holder of Senior Debt designated by the holders of Senior
Debt), and for a period commencing upon the date Laurus receives such notice and
ending 180 days from such date (the "Standstill Period"), the Holder and the
holders of the other Notes shall not demand or receive from Issuer (and Issuer
will not pay to the Holder or the holders of the other Notes) all or any part of
the Subordinated Debt, by way of payment, prepayment, setoff, lawsuit or
otherwise, other than by converting all or any part of the Subordinated Debt
into debt or equity securities of Issuer as set forth in Section 9(b) above; nor
will the Holder or the other holders of the Notes (apart from declaring an Event
of Default by written notice to Issuer), exercise any right or remedy during the
Standstill Period with respect to the Subordinated Debt (other than by
converting all or any part of the Subordinated Debt into equity securities of
Issuer as set forth in Section 9(b) above); nor will the Holder or the other
holders of the Notes during the Standstill Period commence, prosecute or
participate in any administrative, legal or equitable action against Issuer,
including, without limitation, initiation of an Insolvency Event.
Notwithstanding the foregoing, (A) in the event that Issuer is the subject of a
petition under Title 11 of the United States Code, the Holder and the other
holders of the Notes shall be entitled to file a proof of claim or take other
action to preserve their claims against Issuer provided that (i) the holders of
the Senior Debt shall be entitled to any and all proceeds or distributions that
the Holder and the other holders of the Notes may receive as the result of such
proceedings until the Senior Debt is indefeasibly paid in full in cash or such
other form of consideration as the holders of Senior Debt, in their sole
discretion, may elect to accept, and (ii) in the event that the Holder shall
fail to file a proof of claim with respect to the Subordinated Debt held by the
Holder by the date ten (10) days preceding the last day for filing proofs of
claim in such proceeding, the holders of Senior Debt shall be authorized and
permitted to file such proof of claim on behalf of the Holder; (B) in the event
that any holder of the Senior Debt accelerates the principal obligation owed
with respect to such Senior Debt, then the Holder and the other holders of the
Notes shall be entitled to accelerate the principal obligation due under the
Notes (provided that neither the Holder nor the other holders of the Notes shall
be permitted to exercise any other rights or remedies with respect to the
Subordinated Debt, except as expressly permitted under this Section 9); and (C)
in the event that any holder of the Senior Debt commences any action or
proceeding against Issuer, holders representing a majority-in-interest of the
then outstanding Notes may, in their sole discretion, 30 days after the
commencement of any such action or proceeding by a holder of the Senior Debt,
institute an action to collect the Subordinated Debt (provided that any and all
proceeds that the Holder and the other holders of the Notes may receive as a
result of such action or proceeding shall be delivered to the holders of the
Senior Debt as and to the extent required by this Section 9).



                                       18


            (d) In the event that the Holder or any other holder of the Notes
receives any payment or distribution (other than a payment or distribution in
the form of Permitted Junior Securities) of assets of any kind or character
(including, without limitation, cash, property or securities) on or with respect
to the Notes at a time that such payment is prohibited by Section 9(b) or (c) of
the Notes, such payment shall be held by the Holder or the holders of the other
Notes, as the case may be, in trust for the benefit of, and shall be paid
forthwith over and delivered, upon written request, to, the holders of Senior
Debt for application to the payment of all Senior Debt remaining unpaid to the
extent necessary to pay such obligations in full in accordance with their terms,
after giving effect to any concurrent payment or distribution to the holders of
Senior Debt.

            (e) In the event of any Insolvency Event, the provisions of this
Section 9 shall remain in full force and effect, and all claims against Issuer
and the estate of Issuer in respect of Senior Debt shall be paid in full before
any payment is made to the Holder and the other holders of the Notes (other than
payment in the form of Permitted Junior Securities).

            (f) The Holder and the other holders of the Notes shall not take any
action in any proceeding related to an Insolvency Event inconsistent with the
terms and conditions of this Section 9, including the payment subordination
provisions contained herein.

            (g) This Section 9 shall remain effective for so long as Issuer owes
any amounts with respect to the Senior Debt. If, at any time after payment in
full of the Senior Debt, any payments of the Senior Debt must be disgorged by
the recipients for any reason (including, without limitation, the bankruptcy of
the Company), this Section 9 and the relative rights and priorities set forth
herein shall be reinstated as to all such disgorged payments as though such
payments had not been made and the Holder and the other holders of the Notes
shall immediately pay over to the holders of Senior Debt all payments received
with respect to the Subordinated Debt to the extent that such payments would
have been prohibited hereunder. At any time and from time to time, without
notice to the Holder and the other holders of the Notes, the holders of Senior
Debt may take such actions with respect to the Senior Debt as such holders, in
their sole discretion, may deem appropriate, including, without limitation,
increasing the amount of Senior Debt, extending the time of payment, shortening
the time of payment (if permitted under the documents governing the Senior
Debt), increasing applicable interest rates, renewing, compromising or otherwise
amending the terms of any documents affecting the Senior Debt and any collateral
securing the Senior Debt, and enforcing or failing to enforce any rights against
Issuer or any other person. No such action or inaction shall impair or otherwise
affect the provisions of this Section 9 and the rights of the holders of Senior
Debt hereunder.



                                       19


            (h) After all Senior Debt is indefeasibly paid in full and until
this Note is paid in full, the Holder and the holders of the other Notes shall
be subrogated to the rights of the holders of Senior Debt to receive
distributions applicable to such Senior Debt, to the extent that distributions
otherwise payable to the Holder and the holders of the other Notes have been
applied to the payment of Senior Debt. A distribution made under this Section 9
to holders of Senior Debt that otherwise would have been made to the Holder or
the holders of the other Notes is not, as between the Company and the Holder and
the holders of the other Notes, a payment by Issuer on this Note and the other
Notes.

            (i) The provisions of this Section 9 shall bind any successors or
assignees of the Holder and shall benefit the holders of Senior Debt and any of
their successors or assigns, and, if Issuer refinances or replaces a portion of
the Senior Debt with a new lender, such new lender shall be deemed a successor
of Laurus for the purposes of this Section 9. Each holder of Senior Debt is
hereby irrevocably made a third-party beneficiary of the rights granted to such
holders under this Section 9.

            (j) The provisions of this Section 9 may be amended only by a
written instrument signed by holders of a majority-in-interest of the then
outstanding principal amount of the Notes and the holders of a majority of the
outstanding principal amount of the Senior Debt.


            (k) This Section 9 defines the relative rights of the Holder and the
other holders of the Notes and the holders of the Senior Debt. Nothing in this
Agreement shall:


                (i) impair, as between Issuer and the Holder or the other
holders of the Notes, the obligation of Issuer, which is absolute and
unconditional, to pay principal of and interest on the Notes in accordance with
their terms;

                (ii) affect the relative rights of the Holder and the other
holders of the Notes and creditors of Issuer, other than their rights in
relation to the Senior Debt and the holders thereof; and

                (iii) prevent the Holder or any other holder of the Notes from
exercising their respective available remedies upon an Event of Default in a
manner permitted by Section 9 hereof.

            (l) To the extent the provisions of this Section 9 conflict with any
of the other provisions of this Note, the provisions of this Section 9 shall
control.



                                       20


         SECTION 10. MISCELLANEOUS.

         10.1. Failure or Delay Not Waiver. No failure or delay on the part of
the Holder hereof in the exercise of any power, right, or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of
any such power, right or privilege preclude other or further exercise thereof or
of any other right, power or privilege. All rights and remedies existing
hereunder are cumulative to, and not exclusive of, any rights or remedies
otherwise available. Issuer hereby waives presentment, demand for payment,
diligence, notice of dishonor and all other notices or demands in connection
with the delivery, acceptance, performance, default or indorsement of this Note.

         10.2. Notices. Unless otherwise specifically provided herein, all
communications under this Note shall be in writing and shall be deemed to have
been duly given (a) on the date personally delivered to the party to whom notice
is to be given, (b) on the day of transmission if sent by facsimile transmission
to a number provided to a party specifically for such purposes and the sending
party receives confirmation of the completion of such transmission, (c) on the
business day after delivery to Federal Express or similar overnight courier
which utilizes a written form of receipt, or (d) on the fifth day after mailing,
if mailed to the party to whom notice is to be given, by first class mail,
registered or certified, postage prepaid, and properly addressed, return receipt
requested. All notices shall be addressed as follows: if to the Holder, at its
address as set forth in Issuer's books and records and, if to Issuer, at the
address as follows, or at such other address as the Holder or Issuer may
designate by five days' advance written notice to the other:


                           If to Issuer:

                           Epixtar Corp.
                           11900 Biscayne Boulevard
                           Miami, Florida 33181
                           Attention: Office of Secretary
                           Facsimile:  (315) 503-8610

                           With a copy to:

                           Michael DiGiovanna, Esq.
                           212 Carnegie Center
                           Princeton, New Jersey 08540
                           Facsimile:  (609) 452-9473


         10.3. Amendments. Any provision of this Note may be amended, waived or
modified upon the written consent of Issuer and holders of a
majority-in-interest of the then outstanding principal amount of the Notes.

         10.4. Binding Effect; Assignability. This Note shall be binding upon
Issuer, its successors and its assigns, and shall inure to the benefit of
Holder, its successors and its assigns. This Note is transferable or assignable
by the Holder; provided that such transfer or assignment is made in compliance
with the Act and any applicable state and foreign securities laws.



                                       21


         10.5. Governing Law; Jurisdiction; Venue. This Note has been executed
in and shall be governed by the laws of the State of New York. Issuer
irrevocably submits to the exclusive jurisdiction of the courts of the State of
New York and the United States District Court for the Southern District of New
York for the purpose of any suit, action, proceeding or judgment relating to or
arising out of this Note. Service of process in connection with any such suit,
action or proceeding may be served on Issuer anywhere in the world by any method
authorized by law. Issuer irrevocably consents to the jurisdiction of any such
court in any such suit, action or proceeding and to the laying of venue in such
court. Issuer irrevocably waives any objection to the laying of venue of any
such suit, action or proceeding brought in such courts and irrevocably waives
any claim that any such suit, action or proceeding brought in any such court has
been brought in an inconvenient forum.

         10.6. Identity of Transfer Agent. The Transfer Agent for the Epixtar
Common Stock is Interwest Transfer Company Inc. Upon the appointment of any
subsequent transfer agent for the Epixtar Common Stock or other shares of the
Issuer's capital stock issuable upon the exercise of the rights of conversion
represented by this Note, Issuer will mail to the Holder a statement setting
forth the name and address of such transfer agent.

         10.7. Registration Rights. The initial holder of this Note is entitled
to the benefit of certain registration rights with respect to the shares of
Epixtar Common Stock and Voxx Common Stock underlying this Note, the Epixtar
Warrants and the Voxx Warrants, as provided in the Subscription Agreement, and
any subsequent holder hereof shall be entitled to such rights to the extent
provided in the Subscription Agreement.

         10.8. No Rights as Shareholder. Prior to the conversion of this Note,
the Holder shall not have or exercise any rights as a stockholder of Issuer by
virtue of its ownership of this Note unless specifically set forth herein.

         10.9. Section Headings. The section headings in this Note are for the
convenience of the Issuer and the Holder and in no way alter, modify, amend,
limit or restrict the provisions hereof.



                                       22


         IN WITNESS WHEREOF, Issuer has caused this Note to be signed in its
name by its duly authorized officer and its corporate seal to be affixed hereto.





                                            EPIXTAR CORP.



                                            By:  _______________________________
                                                  Name:
                                                  Title:



                                            VOXX CORPORATION



                                            By:  _______________________________
                                                  Name:
                                                  Title:


                                       23

EX-4.12.2

                                                                  Exhibit 4.12.2

                             SUBSCRIPTION AGREEMENT


         SUBSCRIPTION AGREEMENT (this "Agreement") made as of the date set forth
on the signature page hereof among Epixtar Corp., a Florida corporation having a
place of business at 11900 Biscayne Blvd., Suite 262, Miami, Florida 33181
("Epixtar"), Voxx Corporation, a Florida corporation and a wholly-owned
subsidiary of the Company having a place of business at 11900 Biscayne Blvd.,
Suite 262, Miami, Florida 33181 ("Voxx"; Voxx and Epixtar are individually and
collectively referred to herein as the "Company"), and the undersigned (the
"Subscriber").

                              W I T N E S S E T H:

         WHEREAS, the Company desires to sell up to an aggregate of one hundred
twenty (120) units (the "Units"), with each Unit consisting of: (i) one (1)
$100,000 Joint 5% Unsecured Subordinated Convertible Promissory Note due May
2007 (collectively, the "Notes"); (ii) the right to receive in the future, as
described in the Notes, Common Stock Purchase Warrants of Epixtar (collectively,
the "Epixtar Warrants"), and/or (iii) the right to receive in the future, as
described in the Notes, Common Stock Purchase Warrants of Voxx (collectively,
the "Voxx Warrants" and together with the Notes, the Epixtar Warrants, the
shares of common stock, par value $.001 per share (the "Epixtar Common Stock"),
of Epixtar underlying the Epixtar Warrants (the "Epixtar Warrant Shares"), and
the shares of common stock, par value $.001 (the "Voxx Common Stock"), of Voxx
underlying the Voxx Warrants (the "Voxx Warrant Shares" and together with the
Epixtar Warrant Shares, the "Warrant Shares"), the "Unit Securities");

         WHEREAS, the Company has the option, in its sole discretion, to sell up
to an additional eighteen (18) Units to cover over-subscriptions, if any; and

         WHEREAS, in addition to the 138 Units, the Company shall have the right
to issue additional Units to the holders of the Company's 8% Convertible
Promissory Notes due 2005; and

         WHEREAS, the Company is offering (the "Offering") the Units to a
limited number of "accredited investors" (as that term is defined by Rule 501(a)
of Regulation D ("Regulation D") of the Securities Act of 1933, as amended (the
"Act")); and

         WHEREAS, the Subscriber desires to purchase the number of Units set
forth on the signature page hereof on the terms and conditions hereinafter set
forth.

         NOW, THEREFORE, in consideration of the promises and the mutual
representations and covenants hereinafter set forth, the parties hereto do
hereby agree as follows:





                                   ARTICLE I.
            SUBSCRIPTION FOR UNITS AND REPRESENTATIONS BY SUBSCRIBER

         1.1. Subject to the terms and conditions hereinafter set forth
(including Section 1.18 hereof), Subscriber hereby subscribes for and agrees to
purchase from the Company, and the Company agrees to sell to Subscriber, the
number of Units as is set forth upon the signature page hereof against payment
made by personal or business check, or money order made payable to "American
Stock Transfer & Trust Company" (the "Escrow Agent"), F/B/O Epixtar Corp. and
Voxx Corporation, at the address set forth in Section 3.1, contemporaneously
with the execution and delivery of this Agreement. Subscriber may also pay by
wire transfer of immediately available funds to:


                  J.P. Morgan Chase
                  55 Water Street
                  New York, NY
                  A/C # 323-212069
                  ABA # 021 000 021

                  American Stock Transfer & Trust Company
                  As Agent for EPIXTAR CORP. and VOXX CORPORATION

The principal amount of the Notes (in the form attached hereto) to be issued to
the Subscriber in connection with its purchase of Units will be delivered by the
Company to Subscriber within 10 days following the applicable Closing (as
defined in Section 3.1) relating to the purchase and sale of Units by
Subscriber.

         1.2. The Subscriber recognizes that the purchase of the Units involves
a high degree of risk including, but not limited to, the following: (i) an
investment in the Company is highly speculative, and only investors who can
afford the loss of their entire investment should consider investing in the
Company and the Units; (ii) the Subscriber may not be able to liquidate his, her
or its investment; (iii) transferability of the Unit Securities is extremely
limited; and (iv) in the event of a disposition of the Unit Securities, the
Subscriber could sustain the loss of his, her or its entire investment.

         1.3. The Subscriber represents that the Subscriber is an "accredited
investor", as indicated by the Subscriber's responses to the questions contained
in ARTICLE VII hereof. If the Subscriber is a natural person, the Subscriber has
reached the age of majority in the state or other jurisdiction in which the
Subscriber resides. In addition, the Subscriber represents that the Subscriber
has adequate means of providing for the Subscriber's current financial needs and
contingencies, is able to bear the substantial economic risks of an investment
in the Unit Securities for an indefinite period of time, has no need for
liquidity in such investment and, at the present time, could afford a complete
loss of such investment.

         1.4. The Subscriber hereby acknowledges and represents that (i) the
Subscriber has prior investment experience, including investment in securities
which are non-listed, unregistered and/or not traded on the Nasdaq National or
SmallCap Market, a national stock exchange or on the National Association of
Securities Dealers, Inc. (the "NASD") automated quotation system for actively
traded stocks ("Nasdaq"), or the Subscriber has employed the services of an
investment advisor, attorney and/or accountant to read all of the documents
furnished or made available by the Company to the Subscriber and to all other
prospective purchasers of Units and to evaluate the merits and risks of such an
investment on the Subscriber's behalf; (ii) the Subscriber recognizes the highly
speculative nature of this investment; and (iii) the Subscriber is able to bear
the economic risk which the Subscriber hereby assumes.



                                       2


         1.5. The Subscriber hereby acknowledges that it has been furnished
with, or has had an opportunity to acquire and carefully review, (i) Epixtar's
Annual Report on Form 10-KSB for the year ended December 31, 2003, as amended
(the "10-KSB"), (ii) Epixtar's Quarterly Report on Form 10-Q, for the periods
ended March 31, 2004 and June 30, 2004 (collectively, the "10-Qs"), (iii)
Epixtar's Registration Statement on Form S-1 filed with the United States
Securities and Exchange Commission (the "SEC" or the "Commission") on June 18,
2004 (the "S-1" and together with the 10-KSB and the 10-Qs, the "SEC
Documents"), and (iv) the Confidential Term Sheet describing the terms of the
Offering (the "Confidential Term Sheet"). The Subscriber further represents that
the Subscriber has been furnished by the Company during the course of this
transaction with all information regarding the Company which the Subscriber,
his, her or its investment advisor, attorney and/or accountant has requested or
desired to know, has been afforded the opportunity to ask questions of and
receive answers from duly authorized officers or other representatives of the
Company concerning the terms and conditions of the Offering, and has received
any additional information which the Subscriber has requested. The SEC
Documents, this Agreement, and the Confidential Term Sheet are collectively
referred to herein as the "Offering Documents."

         1.6. (a) The Subscriber has relied solely upon the information provided
by the Company in making the Subscriber's decision to invest in the Units. The
Subscriber is familiar with and understands the terms of the Offering, including
the rights to which the Subscriber is entitled under this Agreement and the
Notes (it being acknowledged that the Notes detail when and if the Epixtar
Warrants and/or the Voxx Warrants will be issued to the holders of Notes). The
Subscriber has been furnished with and has carefully read the Offering
Documents. In evaluating the suitability of an investment in the Company, the
Subscriber has not relied upon any representation or other information (whether
oral or written) from the Company, or any agent, employee or affiliate of the
Company or any other third party other than as set forth in the Offering
Documents and the results of Subscriber's own independent investigation. To the
extent necessary, the Subscriber has retained, at his/her/its sole expense, and
relied upon appropriate professional advice regarding the investment, tax and
legal merits and consequences of this Agreement and the purchase of the Units
hereunder.

            (b) The Subscriber represents that no Units were offered or sold to
it by means of any form of general solicitation or general advertising, and in
connection therewith the Subscriber did not: (A) receive or review any
advertisement, article, notice or other communication published in a newspaper
or magazine or similar media or broadcast over television or radio whether
closed circuit, or generally available; or (B) attend any seminar meeting or
industry investor conference whose attendees were invited by any general
solicitation or general advertising.



                                       3


         1.7. The Subscriber hereby represents that the Subscriber, either by
reason of the Subscriber's business or financial experience or the business or
financial experience of the Subscriber's professional advisors (who are
unaffiliated with, and who are not compensated by, the Company or any affiliate
or selling agent of the Company, including Maxim Group LLC (the "Placement
Agent") or any selected dealers, directly or indirectly), has the capacity to
protect the Subscriber's own interests in connection with the transaction
contemplated hereby. The Subscriber acknowledges that the Placement Agent is
acting as placement agent for the Units being offered hereby and will be
compensated by the Company for acting in such capacity. The Subscriber further
acknowledges that the Placement Agent has acted solely as agent of the Company
in connection with the offering of the Units by the Company, that the
information and data provided to the Subscriber in connection with the
transactions contemplated hereby have not been subjected to independent
verification by the Placement Agent, and that the Placement Agent makes no
representation or warranty with respect to the accuracy or completeness of such
information, data or other related disclosure material.

         1.8. The Subscriber hereby acknowledges that the Offering has not been
reviewed by the SEC or any state securities regulatory authority or other
governmental body or agency, since the Offering is intended to be exempt from
the registration requirements of Section 5 of the Act pursuant to Regulation D
promulgated under the Act. The Subscriber shall not sell or otherwise transfer
the Unit Securities unless they are registered under the Act or unless an
exemption from such registration is available. The Subscriber understands that
if required by the laws or regulations or any applicable jurisdictions, the
Offering contemplated hereby will be submitted to the appropriate authorities of
such state(s) for registration of exemption therefrom.

         1.9. The Subscriber understands that the Units have not been registered
under the Act by reason of a claimed exemption under the provisions of the Act
which depends, in part, upon the Subscriber's investment intention. In this
connection, the Subscriber hereby represents that the Subscriber is purchasing
the Units for the Subscriber's own account for investment purposes only and not
with a view toward the resale or distribution to others and has no contract,
undertaking, agreement or other arrangement, in existence or contemplated, to
sell, pledge, assign or otherwise transfer the Units to any other person. The
Subscriber, if an entity, also represents that it was not formed for the purpose
of purchasing the Units.

         1.10. The Subscriber understands that Rule 144 promulgated under the
Act ("Rule 144") requires, among other conditions, a one-year holding period
prior to the resale (in limited amounts) of securities acquired in a non-public
offering without having to satisfy the registration requirements under the Act.
The Subscriber understands and hereby acknowledges that the Company is under no
obligation to register any of the Unit Securities under the Act or any state
securities or "blue sky" laws or to assist the Subscriber in obtaining an
exemption from various registration requirements, other than as set forth in
ARTICLE V herein. The Subscriber agrees to hold the Company and its directors,
officers, employees, controlling persons and agents (including the Placement
Agent and its managers, members, officers, directors, employees, counsel,
controlling persons and agents) and their respective heirs, representatives,
successors and assigns harmless from and to indemnify them against all
liabilities, costs and expenses incurred by them as a result of (i) any
misrepresentation made by the Subscriber contained in this Agreement (including
the Confidential Investor Questionnaire contained in ARTICLE VII herein), (ii)
any sale or distribution by the Subscriber in violation of the Act or any
applicable state securities or "blue sky" laws or (iii) any untrue statement of
a material fact made by the Subscriber and contained herein.



                                       4


         1.11. The Subscriber consents to the placement of a legend on any
certificate or other document evidencing the Unit Securities substantially as
set forth below, that such Unit Securities have not been registered under the
Act or any state securities or "blue sky" laws and setting forth or referring to
the restrictions on transferability and sale thereof contained in this
Agreement. The Subscriber is aware that the Company will make a notation in its
appropriate records with respect to the restrictions on the transferability of
the Unit Securities.

         THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
         SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR UNDER THE SECURITIES
         LAWS OF ANY STATE. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON
         TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT
         AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS
         PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE
         SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE
         SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR
         RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE
         SECURITIES LAWS.

         1.12. The Subscriber agrees to supply the Company, within five (5) days
after the Subscriber receives the request therefor from the Company, with such
additional information concerning the Subscriber as the Company deems necessary
or advisable.

         1.13. The Subscriber hereby represents that the address of the
Subscriber furnished by Subscriber on the signature page hereof is the
Subscriber's principal residence, if Subscriber is an individual, or its
principal business address, if it is a corporation or other entity.

         1.14. The Subscriber represents that the Subscriber has full power and
authority (corporate, statutory and otherwise) to execute, deliver, and perform
this Agreement and to purchase the Units. This Agreement constitutes the legal,
valid and binding obligation of the Subscriber, enforceable against the
Subscriber in accordance with its terms.

         1.15. If the Subscriber is a corporation, partnership, limited
liability company, trust, employee benefit plan, individual retirement account,
Keogh Plan, or other entity (a) it is authorized and qualified to become an
investor in the Company and the person signing this Agreement on behalf of such
entity has been duly authorized by such entity to do so and (b) it is duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization.

         1.16. The Subscriber acknowledges that if he or she is a Registered
Representative of an NASD member firm, he or she must give such firm the notice
required by the NASD Rules of Fair Practice, receipt of which must be
acknowledged by such firm in Section 7.4 below.

         1.17. The Subscriber acknowledges and agrees that it shall not be
entitled to seek any remedies with respect to the Offering from any party other
than the Company.



                                       5


         1.18. The Subscriber understands, acknowledges and agrees with the
Company that this subscription (the "Subscription") may be rejected, in whole or
in part, by the Company, in the sole and absolute discretion of the Company, at
any time before the applicable Closing with respect to the Units subscribed for
by the Subscriber, notwithstanding prior receipt by the Subscriber of notice of
acceptance of the Subscriber's Subscription.

         1.19. The Subscriber understands, acknowledges and agrees with the
Company that, except as otherwise set forth herein, the subscription hereunder
is irrevocable by the Subscriber, that, except as required by law, the
Subscriber is not entitled to cancel, terminate or revoke this Agreement or any
agreements of the Subscriber hereunder and that this Agreement and such other
agreements shall survive the death or disability of the Subscriber and shall be
binding upon and inure to the benefit of the parties and their heirs, executors,
administrators, successors, legal representatives and permitted assigns. If the
Subscriber is more than one person, the obligations of the Subscriber hereunder
shall be joint and several and the agreements, representations, warranties and
acknowledgments herein contained shall be deemed to be made by and be binding
upon each such person and his/her heirs, executors, administrators, successors,
legal representatives and permitted assigns.

         1.20. The Subscriber understands, acknowledges and agrees with the
Company that the Offering is intended to be exempt from registration under the
Act by virtue of Section 4(2) of the Act and the provisions of Regulation D
thereunder, and/or the provisions of Regulation S which is in part dependent
upon the truth, completeness and accuracy of the statements made by the
Subscriber.

         1.21. The Subscriber understands, acknowledges and agrees with the
Company that there can be no assurance that the Subscriber will be able to sell
or dispose of the Unit Securities. It is understood that in order not to
jeopardize the Offering's exempt status under Section 4(2) of the Act and
Regulation D, as well as Regulation S, any transferee may, at a minimum, be
required to fulfill the investor suitability requirements thereunder.

         1.22. The Subscriber understands that all information regarding the
Offering is confidential and represents that it will not be used for any purpose
other than in connection with his, her or its consideration of a purchase of the
Units and agrees to treat it in a confidential manner. The Subscriber has not,
during the last thirty (30) days prior to the date hereof, directly or
indirectly, nor has any party acting on behalf of or pursuant to any
understanding with such Subscriber, effected or agreed to effect any short sale,
whether or not against the box, established any "put equivalent position" (as
defined in Rule 16(a)-1(h) under the Exchange Act) with respect to Epixtar
Common Stock granted any other right (including, without limitation, any put or
call option) with respect to the Epixtar Common Stock or with respect to any
security that includes, relates to, or derives any significant part of its value
from the Epixtar Common Stock or otherwise sought to hedge its position in
Epixtar's securities. For the purposes of this Section 1.22, short sales and
hedging activities include, without limitation, all types of direct and indirect
stock pledges, forward sale contracts, options, puts, calls, short sales, swaps,
and similar arrangements (including on a total return basis), and sales and
other transactions through non-U.S. broker-dealers or foreign regulated brokers
having the effect of hedging the securities or investment made under this
Agreement. The Subscriber acknowledges and agrees that in order to enforce the
foregoing covenant, the Company may impose stop-transfer instructions with
respect to any shares of Epixtar Common Stock or securities exchangeable,
convertible or exercisable for shares of Epixtar Common Stock.



                                       6


         1.23. The Subscriber acknowledges that the information contained in the
Offering Documents or otherwise made available to the Subscriber is confidential
and non-public and agrees that all such information shall be kept in confidence
by the Subscriber and neither be used by the Subscriber for the Subscriber's
personal benefit (other than in connection with this Subscription) nor disclosed
to any third party for any reason, notwithstanding that the Subscriber's
Subscription may not be accepted by the Company; provided, however, that this
obligation shall not apply to any such information that (i) is part of the
public knowledge or literature and readily accessible as of the date hereof,
(ii) becomes part of the public knowledge or literature and readily accessible
by publication (except as a result of a breach of this provision), or (iii) is
received from third parties (except third parties who disclose such information
in violation of any confidentiality agreements or obligations, including,
without limitation, any subscription or other similar agreement entered into
with the Company).

         1.24. If the Subscriber is purchasing the Units in a fiduciary capacity
for another person or entity, including without limitation a corporation,
partnership, trust or any other entity, the Subscriber has been duly authorized
and empowered to execute this Agreement and all other subscription documents,
and such other person fulfills all the requirements for purchase of the Units as
such requirements are set forth herein, concurs in the purchase of the Units and
agrees to be bound by the obligations, representations, warranties and covenants
contained herein. Upon request of the Company, the Subscriber will provide true,
complete and current copies of all relevant documents creating the Subscriber,
authorizing its investment in the Company and/or evidencing the satisfaction of
the foregoing.

         1.25. No authorization, approval, consent or license of any person is
required to be obtained for the purchase of the Units by the Subscriber, other
than those that have been obtained and are in full force and effect. The
execution and delivery of this Agreement does not, and the consummation of the
transactions contemplated hereby will not, result in any violation of or
constitute a default under any material agreement or other instrument to which
the Subscriber is a party or by which the Subscriber or any of its properties
are bound, or to the best of the Subscriber's knowledge, any permit, franchise,
judgment, order, decree, statute, rule or regulation to which the Subscriber or
any of its businesses or properties is subject.

         1.26. The representations, warranties and agreements of the Subscriber
contained herein and in any other writing delivered in connection with the
transactions contemplated hereby shall be true and correct in all respects on
and as of the Closing Date of the sale of the Units to the Subscriber as if made
on and as of such date and shall survive the execution and delivery of this
Agreement and the purchase of the Units.

         1.27. The Subscriber acknowledges that the Placement Agent (including
any of its members, managers, employees, agents or representatives) has not made
any representations or warranties to the Subscriber concerning the Company and
its subsidiaries and their respective businesses, condition (financial or
otherwise) or prospects.



                                       7


         1.28. The Placement Agent shall be entitled to rely upon the
representations, warranties and covenants of the Subscriber set forth in this
Agreement.

         1.29. The Subscriber understands that (i) the Offering is not
contingent upon the sale of any minimum principal amount of Units, and the
Company may close on the Subscriber's Subscription upon receipt of a properly
executed copy of this Agreement from the Subscriber and the purchase price for
the number of Units being purchased by the Subscriber and (ii) that the Company
is under no obligation to, and there can be no assurance that, the Company will
receive or accept subscriptions for the aggregate number of Units that may be
sold by the Company pursuant to the Offering.


                                  ARTICLE II.
                 REPRESENTATIONS BY AND COVENANTS OF THE COMPANY

         Each of Epixtar and Voxx hereby represents and warrants to the
Subscriber that, except as set forth in the Schedules hereto:

         2.1. Corporate Organization. Each of Epixtar and Voxx is a corporation
duly organized, validly existing and in good standing under the laws of Florida,
and each of Epixtar and Voxx has the requisite corporate power and authority to
own or lease its properties and to carry on its business as now being conducted.
Each of Epixtar and Voxx is duly qualified as a foreign corporation to do
business and is in good standing in every jurisdiction in which the property
owned or leased by it or the nature of the business conducted by it makes such
qualification necessary, except to the extent that the failure to be so
qualified or in good standing could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect. For purposes of
this Agreement, "Material Adverse Effect" shall mean, as to any entity, any
material adverse effect on the business, operations, conditions (financial or
otherwise), assets, results of operations or prospects of the Company and its
subsidiaries as a whole.

         2.2. Capitalization; Organizational Documents; Subsidiaries.

            (a) The authorized capital stock of Epixtar consists of 60,000,000
shares of capital stock, of which (i) 50,000,000 are classified as Epixtar
Common Stock, and (ii) 10,000,000 are classified as "blank check" preferred
stock, par value $.001 per share, of which, 250,000 are designated as Series A
Convertible Preferred Stock. As of the date hereof and as of the Initial Closing
(as defined in Section 3.1), 11,554,119 shares of Epixtar Common Stock, 16,700
shares of Series A Convertible Preferred Stock and no other shares of capital
stock of Epixtar are or will be issued and outstanding. All of the outstanding
shares of capital stock have been duly and validly issued and are fully paid and
nonassessable and have been issued in accordance with all applicable federal and
state securities laws. No shares of capital stock are subject to preemptive
rights or any other similar rights or any liens suffered or permitted by
Epixtar. Except as disclosed in the SEC Documents and each other report or
filing made with the SEC since January 1, 2004 (collectively, the "SEC
Filings"), and except as disclosed in the Confidential Term Sheet, and except
for the Unit Securities, as of the date hereof, there are no outstanding
options, warrants, scrips, rights to subscribe to, calls or commitments of any
character whatsoever relating to, or securities or rights convertible into, any
shares of capital stock of Epixtar, or contracts, commitments, understandings or
arrangements by which Epixtar is or may become bound to issue additional shares
of capital stock. There are no preemptive rights or rights of first refusal or
similar rights which are binding on Epixtar permitting any person to subscribe
for or purchase from Epixtar shares of its capital stock pursuant to any
provision of law, the Epixtar Certificate of Incorporation (as defined below) or
the Epixtar By-laws (as defined below) or by agreement or otherwise. Except as
set forth on Schedule 2.2(a), there are no securities or instruments containing
anti-dilution or similar provisions that will be triggered by the issuance of
any of the Unit Securities. Epixtar has made available to the Subscriber true
and correct copies of Epixtar's Certificate of Incorporation, as amended and as
in effect on the date hereof (the "Epixtar Certificate of Incorporation"), and
Epixtar's By-laws, as in effect on the date hereof (the "Epixtar By-laws"). The
designations, powers, preferences, rights, qualifications, limitations and
restrictions in respect of each class and series of authorized capital stock of
Epixtar are as set forth in the Certificate of Incorporation, and all such
designations, powers, preferences, rights, qualifications, limitations and
restrictions are valid, binding and enforceable against Epixtar and in
accordance with all applicable laws, rules and regulations. Except as set forth
on Schedule 2.2(a), no person holds any right to require Epixtar to register any
securities of Epixtar under the Act or to participate in any such registration.



                                       8


            (b) The authorized capital stock of Voxx consists solely of
50,000,000 shares of Voxx Common Stock and 250,000 shares of preferred stock,
of which 10,000,000 shares OF VOXX Common Stock are issued and outstanding and
all of which are owned by Epixtar, free and clear of any restrictions on
transfer and any taxes, claims, liens, pledges, options, security interests,
purchase rights, preemptive rights, trusts, encumbrances or other rights or
interests of any other person. Except for the proposed issuance of Units
pursuant to the Offering, there are no outstanding options, warrants, scrips,
rights to subscribe to, calls or commitments of any character whatsoever
relating to, or securities or rights convertible into, any shares of capital
stock of Voxx, or contracts, commitments, understandings or arrangements by
which Voxx is or may become bound to issue additional shares of capital stock.
There are no preemptive rights or rights of first refusal or similar rights
which are binding on Voxx permitting any person to subscribe for or purchase
from Voxx shares of its capital stock pursuant to any provision of law, the
Certificate of Incorporation of Voxx as amended and in effect on the date hereof
(the "Voxx Certificate of Incorporation"), the By-laws of Voxx as in effect on
the date hereof (the "Voxx By-laws") or by agreement or otherwise.

            (c) Upon issuance of the Units and payment of the purchase price
therefor in accordance with the terms of this Agreement, the Notes will be duly
authorized, validly issued, fully paid and nonassessable, and free and clear of
any restrictions on transfer and any taxes, claims, liens, pledges, options,
security interests, purchase rights, preemptive rights, trusts, encumbrances or
other rights or interests of any other person (other than any restrictions under
the Act). The Epixtar Warrants and the Voxx Warrants, when issued in accordance
with the terms of the Notes, will be duly authorized, validly issued, fully paid
and non-assessable, and free and clear of any restrictions on transfer and any
taxes, claims, liens, pledges, options, security interests, purchase rights,
preemptive rights, trusts, encumbrances or other rights or interests of any
other person (other than any restrictions under the Act). The Warrant Shares,
when issued upon due exercise of the Epixtar Warrants or the Voxx Warrants,
respectively, will be duly authorized, validly issued, fully paid and
non-assessable, and free and clear of any restrictions on transfer and any
taxes, claims, liens, pledges, options, security interests, purchase rights,
preemptive rights, trusts, encumbrances or other rights or interests of any
other person (other than any restrictions under the Act). A sufficient number of
authorized but unissued shares of Epixtar Common Stock and Voxx Common Stock
shall be reserved for issuance upon conversion of the Notes and exercise of the
Epixtar Warrants and Voxx Warrants.



                                       9


            (d) Each subsidiary of Epixtar (the "Subsidiaries") has been duly
organized, is validly existing and in good standing under the laws of the
jurisdiction of its organization, has the power and authority to own its
properties and to conduct its business and is duly qualified and authorized to
transact business and is in good standing in each jurisdiction in which the
conduct of its business or the nature of its properties requires such
qualification or authorization, except where the failure to be so qualified or
authorized and in good standing could not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect. All of the issued
and outstanding capital stock of Voxx and each other Subsidiary is owned,
directly or indirectly, by Epixtar, in each case, free and clear of any liens,
and has been duly authorized and validly issued, and is non-assessable. Except
for the Subsidiaries and Voxx, Epixtar does not presently own or control,
directly or indirectly, any interest in any other subsidiary, corporation,
association or other business entity. The Company is not a party to any joint
venture, partnership or similar arrangement.

         2.3. Authorization; Enforcement. (a) The Company has the requisite
corporate power and authority to enter into and perform its obligations under
this Agreement, the subscription agreements with the other Subscribers, the
Notes, the other Unit Securities and any other documents to be entered into in
connection with the Offering (collectively, the "Offering Agreements") and to
issue, sell and perform its obligations with respect to the Offering Agreements
in accordance with the terms hereof and thereof, (b) the execution and delivery
of the Offering Agreements by the Company and the consummation by it of the
transactions contemplated hereby and thereby have been duly authorized by the
Board of Directors of Epixtar and Voxx and no further consent or authorization
is required by the Company, the Board of Directors of Epixar or Voxx or either
of their respective stockholders, and (c) this Agreement has been duly executed
and delivered by the Company and the other Offering Agreements, when executed
and delivered by the Company, will be duly executed and delivered by the
Company. No other corporate proceedings on the part of the Company are necessary
to approve and authorize the execution and delivery of this Agreement or the
other Offering Agreements and the issuance of the Unit Securities. This
Agreement constitutes, and the other Offering Agreements, when executed and
delivered by the Company, will constitute, valid and binding obligations of the
Company enforceable against the Company in accordance with their respective
terms, except as such enforceability may be limited by general principles of
equity or applicable bankruptcy, insolvency, reorganization, moratorium,
liquidation or similar laws relating to, or affecting generally, the enforcement
of creditors' rights and remedies.



                                       10


         2.4. No Conflicts. The execution, delivery and performance of this
Agreement and the other Offering Agreements by the Company, and the consummation
by the Company of the transactions contemplated hereby and thereby, will not (a)
result in a violation of the Epixtar Certificate of Incorporation, the Epixtar
By-laws, the Voxx Certificate of Incorporation, the Voxx By-laws or the
certificate of incorporation, by-laws or other organizational documents of any
Subsidiary, or (b) violate or conflict with, or result in a breach of, any
provision of, or constitute a default (or an event which with notice or lapse of
time or both would become a default) under, or give to others any rights of
termination, amendment, acceleration or cancellation of, or result in the
creation of any lien on or against any of the properties of Epixtar, Voxx or any
Subsidiary pursuant to, any note, bond, mortgage, agreement, license, indenture
or instrument to which Epixtar, Voxx or any Subsidiary is a party, or result in
a violation of any statute, law, rule, regulation, writ, injunction, order,
judgment or decree applicable to Epixtar, Voxx or any Subsidiary or by which any
property or asset of Epixtar, Voxx or any Subsidiary is bound or affected,
except where such violation, conflict, breach or other consequence would not
have a Material Adverse Effect. Except as disclosed in the SEC Filings, neither
Epixtar, Voxx nor any Subsidiary is in violation of any term of or in default
under its certificate of incorporation, by-laws or other organizational
documents or in violation of any material term of, or in default under, any
material contract, agreement, mortgage, indebtedness, indenture, instrument,
judgment, decree or order or any statute, rule or regulation applicable to
Epixtar, Voxx or any Subsidiary. Except as specifically contemplated by this
Agreement, neither Epixtar nor Voxx is not required to obtain any consent,
authorization or order of, or make any filing or registration with, any court or
governmental or regulatory or self-regulatory agency in order for it to execute,
deliver or perform any of its obligations under or contemplated by this
Agreement in accordance with the terms hereof, other than (i) filings pursuant
to federal and state securities laws in connection with the sale of the Units
and (ii) the registration of the Registrable Securities (as defined in Section
5.1(h)) with the SEC and filings pursuant to state securities laws. All
consents, authorizations, orders, filings and registrations that Epixtar or Voxx
is required to obtain pursuant to the preceding sentence have been obtained or
effected on or prior to the date hereof, other than those which are required to
be made after the Closing and which will be duly made on a timely basis.

         2.5. SEC Documents; Financial Statements.

            (a) Epixtar has timely filed all reports, schedules, forms,
statements and other documents required to be filed by it with the SEC pursuant
to the reporting requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (all of the foregoing, and all other documents and
registration statements heretofore filed by Epixtar with the SEC being
hereinafter referred to as the "SEC Filed Documents"). None of the SEC Filed
Documents, at the time they were filed with the SEC (except those SEC Filed
Documents that were subsequently amended), contained any untrue statement of a
material fact or omitted to state a material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading. As of their respective
dates, the financial statements of Epixtar included (or incorporated by
reference) in the SEC Filed Documents complied as to form in all material
respects with applicable accounting requirements and the published rules and
regulations of the SEC or other applicable rules and regulations with respect
thereto (except those SEC Filed Documents that were subsequently amended). Such
financial statements have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis during the periods involved
(except (a) as may be otherwise indicated in such financial statements or the
notes thereto, or (b) in the case of unaudited interim statements, to the extent
they may exclude footnotes or may be condensed or summary statements) and fairly
present in all material respects the financial position of the Company and its
Subsidiaries as of the dates thereof and the results of its operations and cash
flows for the periods then ended (subject, in the case of unaudited statements,
to normal year-end audit adjustments). As of the date hereof, Epixtar has, on a
timely basis, made all filings required to be made by Epixtar with the SEC.



                                       11


            (b) Except as set forth in the SEC Filings, neither Epixtar, Voxx
nor any Subsidiary has incurred any material liabilities of any kind, whether
accrued, absolute, contingent or otherwise or entered into any material
transactions except in the ordinary course of business. The other historical
financial and statistical information with respect to the Company included in
the SEC Filed Documents presents fairly in all material respects the information
shown therein on a basis consistent with the audited and unaudited financial
statements of the Company included in the SEC Filed Documents. The Company does
not know of any facts, circumstances or conditions materially adversely
affecting its operations, earnings or prospects which have not been fully
disclosed in the Offering Documents.

            (c) Liebman Goldberg & Drogin, LLP has expressed its opinion with
respect to the audited financial statements which form a part of Epixtar's
Annual Report on Form 10-KSB for the year ended December 31, 2003, and are
independent accountants as required by the Act and the rules and regulations
thereunder.

         2.6. Securities Law Exemption. Assuming the truth and accuracy of the
Subscriber's representations and warranties in this Agreement and the truth and
accuracy of each of the other Subscribers' representations and warranties set
forth in the subscription agreements executed by such other Subscribers, the
offer, sale and issuance of the Units as contemplated by this Agreement and the
other subscription agreements are exempt from the registration requirements of
the Act and applicable state securities laws, and neither Epixtar, Voxx nor any
authorized agent acting on its behalf has taken or will take any action
hereafter that would cause the loss of such exemption.

         2.7. Litigation.

            (a) Except as set forth in the SEC Filings, all actions, suits,
arbitrations or other proceedings or, to the Company's best knowledge,
investigations pending or threatened against the Company or any Subsidiary that
would have a Material Adverse Effect on the Company, are disclosed in the SEC
Filings. There is no action, suit, proceeding or, to the Company's knowledge,
investigation that questions this Agreement or the right of the Company to
execute, deliver and perform its obligations hereunder or under any of the other
Offering Agreements.

                (b) There are no actions, proceedings, claims or investigations
before or by any court or governmental authority (or any state of facts which
management of the Company has concluded could give rise thereto) pending or, to
the best knowledge of the Company, threatened, against the Company's or any
Subsidiary's officers or directors which, if determined adversely to such
officer or director, could have a Material Adverse Effect or adversely affect
the transactions contemplated by this Agreement or the enforceability thereof or
which are required to be disclosed to the Subscriber and the other subscribers
of the Units under the Act, the Exchange Act or any SEC rules or regulations
promulgated thereunder or are material to an investor's evaluation of the
Company.



                                       12


         2.8. Intellectual Property. Except as set forth in the SEC Filings,
each of the Company and the Subsidiaries owns or possesses adequate and
enforceable rights to use all material patents, patent applications, trademarks,
service marks, trade names, logos, corporate names, copyrights, trade secrets,
processes, mask works, licenses, inventions, formulations, technology and
know-how and other intangible property used or proposed to be used in the
conduct of its business as described in or contemplated by the SEC Filings (the
"Proprietary Rights"). Except as set forth in the SEC Filings, each of the
Company or the Subsidiaries or the entities from whom the Company or the
Subsidiaries has acquired rights has taken all necessary action to protect all
of the Proprietary Rights. Except as set forth in the SEC Filings, neither the
Company nor any Subsidiary has received any notice of, and there are not any
facts known to the Company or any Subsidiary which indicate the existence of (i)
any infringement or misappropriation by any third party of any of the
Proprietary Rights, (ii) any claim by a third party contesting the validity of
any of the Proprietary Rights or (iii) any infringement, misappropriation or
violation by the Company or any Subsidiary or any of their employees of any
Proprietary Rights of third parties. To the best of the Company's knowledge,
neither the Company, the Subsidiaries nor any of their employees has infringed,
misappropriated or otherwise violated any Proprietary Rights of any third
parties. To the Company's best knowledge, neither the Proprietary Rights,
products or services currently sold by the Company or any Subsidiary or
currently under development by the Company or any Subsidiary nor the conduct of
the Company's or any Subsidiary's business as currently contemplated infringe,
illicit, copy, misappropriate or violate any intellectual property rights of any
third party. Except as set forth in the SEC Filings, the Company is not aware
that any of its or any Subsidiary's employees are obligated under any contract
(including licenses, covenants or commitments of any nature) or other agreement,
or subject to any judgment, decree or order of any court or administrative
agency, that would interfere with the use of the employee's best efforts to
promote the interests of the Company or that would conflict with the Company's
or any Subsidiary's business as currently conducted or as proposed to be
conducted. To the Company's best knowledge, neither the execution nor delivery
of this Agreement, nor the carrying on of the Company's or any Subsidiary's
business by the employees of the Company or any Subsidiary, nor the conduct of
the Company's or any Subsidiary's business, as currently conducted or as
proposed to be conducted, 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 employee is now obligated.

         2.9. Title to Property and Assets. Each of the Company and the
Subsidiaries has good and marketable title to or, in the case of leases and
licenses, has valid and subsisting leasehold interests or licenses in, all of
its properties and assets (whether real or personal, tangible or intangible)
free and clear of any liens or other encumbrances, except for liens or other
encumbrances that do not, individually or in the aggregate, have a Material
Adverse Effect. With respect to property leased by the Company or any
Subsidiary, each of the Company and the Subsidiaries, as the case may be, has a
valid leasehold interest in such property pursuant to leases which are in full
force and effect, and each of the Company and the Subsidiaries, as the case may
be, is in compliance in all material respects with the provisions of such
leases.



                                       13


         2.10. Compliance with Laws. Except as set forth in the SEC Filings,
each of the Company and the Subsidiaries is and has been in compliance in all
material respects with all laws, rules, regulations, orders, judgments or
decrees that are applicable to it, the conduct of its business as presently
conducted and as proposed to be conducted, and the ownership of its property and
assets (including, without limitation, all Environmental Laws (as defined
below), laws related to occupational safety, health, wage and hour, and
employment discrimination) and laws related to the Federal Trade Commission (the
"FTC"), and neither the Company nor any Subsidiary is aware of any state of
facts, events, conditions or occurrences which may now or hereafter constitute
or result in a violation of any of such laws, rules, regulations, orders,
judgments or decrees or which may give rise to the assertion of any such
violation, except where such violation or violations do not have a Material
Adverse Effect. All required reports and filings with governmental authorities
have been properly made as and when required, except where the failure to report
or file would not, individually or in the aggregate, have a Material Adverse
Effect. The Company has entered into a Stipulated Preliminary Injunction with
the FTC on or about November 21, 2003 and is in compliance in all material
respects with the provisions of such agreement with the FTC. In addition, the
Company and the Subsidiaries are in compliance in all material respects with the
provisions of the Sarbanes-Oxley Act of 2002. "Environmental Laws" means all
federal, state, local and foreign laws, ordinances, treaties, rules,
regulations, guidelines and permit conditions relating to contamination or
pollution of the environment (including ambient air, surface water, ground
water, land surface or subsurface strata) or the protection of human health and
worker safety, including, without limitation, laws and regulations relating to
transportation, storage, use, manufacture, disposal or release of, or exposure
of employees or others to, Hazardous Materials (as defined below) or emissions,
discharges, releases or threatened releases of Hazardous Materials. "Hazardous
Materials" means any substance that has been designated by any governmental
entity or by applicable Environmental Laws to be radioactive, toxic, hazardous
or otherwise a danger to health or the environment, including, without
limitation, PCBs, asbestos, petroleum, urea formaldehyde and all substances
listed as hazardous substances pursuant to the Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended, or defined as a
hazardous waste pursuant to the Resource Conservation and Recovery Act of 1976,
as amended, and the regulations promulgated pursuant to Environmental Laws, but
excluding office and janitorial supplies maintained in accordance with
Environmental Laws.

         2.11. Licenses and Permits.

            (a) Each of the Company and the Subsidiaries has obtained and
maintains all federal, state, local and foreign licenses, permits, consents,
approvals, registrations, authorizations and qualifications required to be
maintained in connection with the operations of the Company and the Subsidiaries
as presently conducted and as proposed to be conducted, except where the failure
to obtain or maintain such licenses, permits, consents, approvals,
registrations, authorizations and qualifications could not have a Material
Adverse Effect. Neither the Company nor any Subsidiary is in default in any
material respect under any of such licenses, permits, consents, approvals,
registrations, memberships, authorizations and qualifications.



                                       14


            (b) To the best of the Company's knowledge, the conduct of its and
its Subsidiaries' business as presently and proposed to be conducted is not
presently subject to continuing oversight, supervision, regulation or
examination by any governmental official or body of the United States or any
other jurisdiction wherein the Company or its Subsidiaries conducts or proposes
to conduct such business, except as described in the SEC Filings and except such
regulation as is applicable to commercial enterprises generally.

         2.12. Changes. Since December 31, 2003, except as set forth in the SEC
Filings, each of the Company and its Subsidiaries has operated its business in
the ordinary course of business and, to the best knowledge of the Company, there
has not been, or the Company has not (as the case may be):

            (a) any Material Adverse Effect;

            (b) any damage, destruction or loss, whether or not covered by
insurance, which would have a Material Adverse Effect;

            (c) any waiver or compromise by the Company or any Subsidiary of a
valuable right or of a material debt owed it;

            (d)sold, encumbered, assigned or transferred any material assets or
properties of the Company or any Subsidiary, other than in the ordinary course
of business;

            (e) incurred any liability, whether accrued, absolute, contingent or
otherwise, and whether due or to become due, other than (i) in the ordinary
course of business or (ii) liabilities that are not, individually or in the
aggregate, material to the business, operations, condition (financial or
otherwise), assets, results of operations or prospects of the Company or any
Subsidiary;

            (f) created, incurred, assumed or guaranteed any indebtedness or
subjected any of its assets to any lien or encumbrance, except for indebtedness,
liens or encumbrances that are not, individually or in the aggregate, material
to the business, operations, condition (financial or otherwise), assets, results
of operations or prospects of the Company or any Subsidiary;

            (g) declared, set aside or paid any dividends or made any other
distributions in cash or property on the Company's or any Subsidiary's capital
stock;

            (h) directly or indirectly redeemed, purchased or otherwise acquired
any shares of capital stock of the Company or any Subsidiary;

            (i) suffered any resignation or termination of employment of any key
officers or employees;

            (j) except in the ordinary course of business, materially increased
the compensation payable or to become payable by the Company or any Subsidiary
to any of its officers, employees or directors or materially increased any
bonus, insurance, pension or other employee benefit plan, payment or arrangement
made by the Company or any Subsidiary for or with any such officers, employees
or directors;



                                       15


            (k) made any direct or indirect loan to any stockholder, employee,
officer or director of the Company or any Subsidiary, other than advances made
in the ordinary course of business;

            (l) changed any agreement to which it is a party which would have a
Material Adverse Effect; or

            (m) entered into any agreement or commitment to do any of the things
described in this Section 2.12.

         2.13. Employee Benefit Plans. All "employee benefit plans," as such
term is defined in the Employee Retirement Income Security Act of 1974, as
amended ("ERISA"), to which the Company or any Subsidiary has any liability or
obligation, contingent or otherwise, comply in all material respects and have
been maintained and administered in material compliance with ERISA, the Internal
Revenue Code of 1986, as amended (the "Code"), and all other statutes, orders
and governmental rules and regulations applicable to such employee benefit
plans. To the Company's best knowledge, neither the Company nor any Subsidiary
has incurred any liability pursuant to ERISA or the penalty or excise tax
provisions of the Code relating to employee benefit plans (as defined in ERISA),
and no event, transaction or condition has occurred or exists that could
reasonably be expected to result in the incurrence of any such liability by the
Company or any Subsidiary, or in the imposition of any lien on any of the
rights, properties or assets of the Company or any Subsidiary pursuant to ERISA
or to such penalty or excise tax provisions of the Code. Neither the Company nor
any Subsidiary maintains or contributes to, nor has it maintained or contributed
to, any "multiemployer plan," as such term is defined in ERISA.

         2.14. Taxes. Each of the Company and its Subsidiaries has timely filed
all tax returns and reports (federal, state and local) required to be filed and
these returns and reports are true and correct in all material respects. Each of
the Company and the Subsidiaries has paid all taxes and other assessments shown
to be due on such returns or reports. Neither the Internal Revenue Service nor
any state or local taxing authority has, during the past three (3) years,
examined or informed the Company or any Subsidiary that it is in the process of
examining any such tax returns and reports. The provision for taxes of the
Company and its Subsidiaries, as shown on the financial statements included in
the most recent SEC Filings, is adequate for taxes due or accrued as of the date
thereof and since that date each of the Company and the Subsidiaries has
provided adequate accruals in accordance with generally accepted accounting
principals in its financial statements for any taxes incurred that have not been
paid, whether or not shown as being due on any tax returns. Neither the Company
nor any Subsidiary has elected, pursuant to the Code, to be treated as a
collapsible corporation pursuant to Section 341(f) of the Code, nor has it made
any other elections pursuant to the Code (other than elections that relate
solely to methods of accounting, depreciation or amortization) that would have a
Material Adverse Effect.



                                       16


         2.15. Insurance. Each of the Company and its Subsidiaries has in full
force and effect fire, casualty and liability insurance policies, with extended
coverage, sufficient in amount (subject to reasonable deductibles) to allow the
Company and its Subsidiaries to replace any of its properties that might be
damaged or destroyed to the extent and in the manner customary for companies in
similar business similarly situated.

         2.16. Employees.

            (a) Neither the Company nor any Subsidiary has any collective
bargaining agreements with any of its employees. There is no labor union
organizing activity pending or, to the Company's best knowledge, threatened with
respect to the Company or any Subsidiary. To the Company's best knowledge, no
officer or key employee intends to terminate their employment with the Company
or any Subsidiary, nor does the Company or any Subsidiary have a present
intention to terminate the employment of any of the foregoing. All material
employment arrangements existing or proposed to exist with the Company's or any
Subsidiary's officers and prospective officers have been fully disclosed in the
SEC Filings, provided that, with respect to arrangements with prospective
officers, definitive employment agreements have not yet been executed and such
arrangements are subject to change based on any further negotiation with such
prospective officers.

            (b) To the best knowledge of the Company, none of the Company's
full-time employees has entered into any non-competition, non-disclosure,
confidentiality or other similar agreement with any party other than the Company
or any Subsidiary, such employee is neither in violation thereof nor is expected
to be in violation thereof as a result of the business conducted or expected to
be conducted by the Company or any Subsidiary as described in the SEC Filings or
such person's performance of his or her obligations to the Company or any
Subsidiary; and neither the Company nor any Subsidiary has received notice that
any consultant or scientific advisor of the Company or any Subsidiary is in
violation of any non-competition, non-disclosure, confidentiality or similar
agreement.

        2.17. Material Contracts. All contracts, agreements, instruments,
leases, licenses, arrangements, understandings or other documents to which each
of the Company or any Subsidiary is a party or by which it may be bound which
are required to be filed as exhibits to the SEC Filed Documents have been so
filed (the "Material Contracts"). The Material Contracts that have been filed as
exhibits are complete and correct copies of the contracts, agreements,
instruments, leases, licenses, arrangement, understanding or other documents of
which they purport to be copies. The Material Contracts are valid and in full
force and effect as to the Company and the Subsidiaries, and, to the Company's
best knowledge, to the other parties thereto. Except as otherwise disclosed in
the SEC Filings, neither the Company nor any Subsidiary is in violation of, or
default under (and there does not exist any event or condition which, after
notice or lapse of time or both, would constitute such a default under), the
Material Contracts, except to the extent that such violations or defaults,
individually or in the aggregate, could not reasonably be expected to (a) affect
the validity of this Agreement or the other Offering Documents, (b) have a
Material Adverse Effect, or (c) impair the ability of the Company or any
Subsidiary to perform fully on a timely basis any material obligation which the
Company or any Subsidiary has or will have under this Agreement or any other
Offering Documents. To the Company's best knowledge, except as set forth in the
SEC Filings, none of the other parties to any Material Contract are in violation
of or default under any Material Contract in any material respect. Neither the
Company nor any Subsidiary has received any notice of cancellation or any
written communication threatening cancellation of any Material Contract by any
other party thereto. Neither the Company nor any Subsidiary is a party to and is
bound by any contract, agreement or instrument, or subject to any restriction
under its certificate of incorporation, by-laws or other governing documents
that would have a Material Adverse Effect.



                                       17


         2.18. Customers and Suppliers. Except as set forth in the SEC Filings,
no customer or supplier that was material to Epixtar, Voxx or the Subsidiaries
during the previous twenty-four (24) months has terminated, materially reduced
or threatened to terminate or material reduce its purchases from or provision of
products or services to Epixtar, Voxx or the Subsidiaries.

         2.19. Disclosure. This Agreement, the Schedules and Exhibits hereto
(including, without limitation, the Offering Documents) and all other documents
delivered to the Subscriber in connection herewith at the Closing, do not
contain any untrue statement of a material fact, or omit to state a material
fact necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading. There are no facts that,
individually or in the aggregate, would have a Material Adverse Effect that have
not been disclosed in the Offering Documents, this Agreement (including the
Schedules and Exhibits hereto), the SEC Filings or any other documents delivered
to the Subscriber in connection herewith or therewith at the Closing.

         2.20. No Integrated Offering. Neither the Company, the Subsidiaries nor
any of its affiliates, nor any person acting on its or their behalf, has
directly or indirectly made any offers or sales in any security or solicited any
offers to buy any security under circumstances that would require registration
under the Act of the issuance of the Units to the Subscriber and the other
subscribers for the Units. The issuance of the Units to the Subscriber and the
other subscribers for the Units will not be integrated with any past issuance of
the Company's securities for purposes of the Act. Except as set forth in the SEC
Filings, Epixtar has not sold or issued any shares of Epixtar Common Stock,
convertible notes or warrants during the past six months, including sales
pursuant to Rule 144A, Regulation D or Regulation S under the Act, other than
shares issued pursuant to employee benefit plans, if any.

         2.21. Offering Documents.

            (a) Each of the Offering Documents has been diligently prepared by
the Company, in conjunction with its legal counsel, and is in compliance, in all
material respects, with Regulation D, the Act and the requirements of all other
rules and regulations of the SEC relating to offerings of the type contemplated
by the Offering, and the applicable securities laws and the rules and
regulations of those jurisdictions wherein the Units are to be offered and sold.
The Units will be offered and sold pursuant to the registration exemption
provided by Rule 506 under Regulation D and Section 4(2) and/or Section 4(6) of
the Act as a transaction not involving a public offering and the requirements of
any other applicable state securities laws and the respective rules and
regulations thereunder in those jurisdictions in which the Units are being
offered for sale. The Offering Documents describe all material aspects,
including attendant risks, of an investment in the Company. Neither the Company
nor any Subsidiary has taken nor will it take any action which conflicts with
the conditions and requirements of, or which would make unavailable with respect
to the Offering, the exemption(s) from registration available pursuant to
Regulation D or Section 4(2) and/or Section 4(6) of the Act and knows of no
reason why any such exemption would be otherwise unavailable to it. None of the
Company, the Subsidiaries or their predecessors or affiliates has been subject
to any order, judgment or decree of any court of competent jurisdiction
temporarily, preliminarily or permanently enjoining such persons for failing to
comply with Section 503 of Regulation D.



                                       18


            (b) None of the statements, documents, certificates or other items
prepared or supplied by the Company with respect to the transactions
contemplated hereby contains an untrue statement of a material fact or omits a
material fact necessary to make the statements contained therein not misleading.
There is no fact which the Company has not disclosed to the Subscriber in
writing and of which the Company is aware which has or could have a Material
Adverse Effect.

            (c) Neither the Company nor any Subsidiary has distributed and will
not distribute prior to the Closing Date any offering material in connection
with the Offering other than the Offering Documents or any amendment or
supplement thereto.

         2.22. Finders. Except for the amounts due and owing to the Placement
Agent pursuant to the Placement Agency Agreement referred to in Section 6.11(b)
of this Agreement, the Company is not obligated to pay a finder's or origination
fee or similar fee in connection with the Offering and agrees to indemnify the
Subscriber from any such claim made by any other person.

         2.23. Transfer Taxes. On the applicable Closing Date, all stock
transfer or other taxes (other than income taxes) which are required to be paid
in connection with the sale and transfer of the Units to be sold to the
Subscriber hereunder will be, or will have been, fully paid or provided for by
the Company and all laws imposing such taxes will be or will have been complied
with.

         2.24. Contributions. Neither the Company nor any Subsidiary has
directly or indirectly, (i) made any unlawful contribution to any candidate for
public office, or failed to disclose fully where required by law any
contribution in violation of law, or (ii) made any payment to any federal or
state governmental officer or official, or other person charged with similar
public or quasi-public duties, other than payments required or permitted by the
laws of the United States or any jurisdiction thereof.

         2.25. Investment Company. The Company is not an "investment company" or
an "affiliated person" of, or "promoter" or "principal underwriter" for an
investment company, within the meaning of the Investment Company Act of 1940, as
amended.

         2.26. Related Party Transactions. No transaction has occurred between
or among the Company or any Subsidiaries and any of their affiliates, officers
or directors or any affiliate or affiliates of any such officer or director that
is required to be described in the SEC Filings that is not so described.

         2.27. Books and Records. The books, records and accounts of the Company
and the Subsidiaries accurately and fairly reflect, in reasonable detail, the
transactions in, and dispositions of, the assets of, and the results of
operations of, the Company and the Subsidiaries, all to the extent required by
generally accepted accounting principles.



                                       19


         2.28 Internal Controls. The Company and the Subsidiaries maintain a
system of internal accounting controls sufficient to provide reasonable
assurance that (i) transactions are executed in accordance with management's
general or specific authorizations, (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with generally
accepted accounting principles and to maintain asset accountability, (iii)
access to assets is permitted only in accordance with management's general or
specific authorization, and (iv) the recorded accountability for assets is
compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences. Epixtar has established disclosure
controls and procedures (as defined in 1934 Act Rules 13a-14 and 15d-14) for
Epixtar and designed such disclosure controls and procedures to ensure that
material information relating to Epixtar, including Voxx and the Subsidiaries,
is made known to the certifying officers by others within those entities,
particularly during the period in which Epixtar's most recently filed period
report under the 1934 Act, as the case may be, is being prepared. Epixtar's
certifying officers have evaluated the effectiveness of its controls and
procedures as of a date within 90 days prior to the filing date of the most
recently filed periodic report under the 1934 Act (such date, the "Evaluation
Date"). Epixtar presented in its most recently filed periodic report under the
1934 Act the conclusions of the certifying officers about the effectiveness of
the disclosure controls and procedures based on their evaluations as of the
Evaluation Date. Since the Evaluation Date, there have been no significant
changes in Epixtar's internal controls (as such term is defined in Item 307(b)
of Regulation S-K) or, to Epixtar's knowledge, in other factors that could
significantly affect Epixtar's internal controls. Epixtar maintains and will
continue to maintain a standard system of accounting established and
administered in accordance with GAAP and the applicable requirements of the 1934
Act.

                                  ARTICLE III.
                              TERMS OF SUBSCRIPTION

         3.1. The minimum subscription by any single Subscriber shall be one
Unit (i.e. $100,000); provided that the Company reserves the right to accept, at
the discretion of the Company and the Placement Agent, subscriptions for
fractional Units. The Offering shall terminate at 11:59 p.m. New York City time
on October 31, 2004 (subject to extension at the Company's or the Placement
Agent's discretion without notice to Subscriber for up to 60 days) or such other
date on which all of the Units are sold. The Offering is not contingent upon the
sale of any minimum number of Units. The Company may close on the Subscriber's
Subscription or the subscription of any other subscriber for Units upon receipt
of a properly executed copy of this Agreement from the Subscriber or such other
subscriber and the purchase price for the number of Units being purchased by the
Subscriber or such other subscriber. The initial closing of the purchase and
sale of Units pursuant to the Offering shall be referred to herein as the
"Initial Closing". The Company may conduct additional closings (each, an
"Additional Closing"; each Additional Closing and the Initial Closing are
referred to herein as a "Closing") until all of the Units, including those
subject to the over-allotment option, are sold (the date of each such Closing,
the "Closing Date").



                                       20


         3.2. Pending the sale of the Units, all funds paid hereunder shall be
deposited by the Company in escrow with the Escrow Agent, having a branch at 59
Maiden Lane, New York, NY 10038.

         3.3. The Subscriber hereby authorizes and directs the Company to
deliver the Unit Securities comprising the Notes to be issued to the Subscriber
pursuant to this Agreement to the residential or business address indicated on
the signature page hereto.

         3.4. The Subscriber hereby authorizes and directs the Company to
return, without interest, any funds for unaccepted subscriptions (including any
subscriptions that were not accepted as a result of the termination of the
Offering) to the same account from which the funds were drawn, including any
customer account maintained with the Placement Agent.

         3.5. The Company's agreement with each Subscriber is a separate
agreement and the sale of Units to each Subscriber is a separate sale.

                                  ARTICLE IV.
                   CONDITIONS TO OBLIGATIONS OF THE SUBSCRIBER

         4.1. The Subscriber's obligation to purchase Units at the Closing is
subject to the fulfillment on or prior to the Closing of the following
conditions, which conditions may be waived at the option of the Subscriber to
the extent permitted by law:

            (a) Representations and Warranties Correct. The representations and
warranties made by the Company in ARTICLE II hereof shall be true and correct in
all material respects when made, and shall be true and correct in all material
respects on the Closing Date with the same force and effect as if they had been
made on and as of said date.

            (b) Covenants. All covenants, agreements and conditions contained in
this Agreement to be performed by the Company on or prior to such purchase shall
have been performed or complied with in all material respects.

            (c) No Legal Order Pending. There shall not then be in effect any
legal or other order enjoining or restraining the transactions contemplated by
this Agreement.

            (d) No Law Prohibiting or Restricting Such Sale. There shall not be
in effect any law, rule or regulation prohibiting or restricting such sale or
requiring any consent or approval of any person which shall not have been
obtained to issue the Unit Securities (except as otherwise provided in this
Agreement).

            (e) Legal Opinion. Each Investor shall have received a legal opinion
from the Company's counsel covering such matters as reasonably requested by the
Placement Agent.



                                       21


                                   ARTICLE V.
                               REGISTRATION RIGHTS

         5.1. As used in this Agreement, the following terms shall have the
following meanings:

            (a) "Affiliate" shall mean, with respect to any Person (as defined
below), any other Person controlling, controlled by or under direct or indirect
common control with such Person (for the purposes of this definition "control,"
when used with respect to any specified Person, shall mean the power to direct
the management and policies of such Person, directly or indirectly, whether
through ownership of voting securities, by contract or otherwise; and the terms
"controlling" and "controlled" shall have meanings correlative to the
foregoing).

            (b) "Business Day" shall mean a day Monday through Friday on which
banks are generally open for business in New York.

            (c) "Holders" shall mean the Subscriber, all other subscribers for
the Units, and any Person holding Registrable Securities (including, without
limitation, the Placement Agent with respect to the shares of Epixtar Common
Stock and Voxx Common Stock issuable upon exercise of the warrants to be issued
to the Placement Agent as described in the Confidential Term Sheet (the
"Placement Agent Warrants")) or any Person to whom the rights under ARTICLE V
have been transferred in accordance with Section 5.10 hereof.

            (d) "Person" shall mean any person, individual, corporation, limited
liability company, partnership, trust or other nongovernmental entity or any
governmental agency, court, authority or other body (whether foreign, federal,
state, local or otherwise).

            (e) The terms "register," "registered" and "registration" refer to
the registration effected by preparing and filing a registration statement in
compliance with the Act, and the declaration or ordering of the effectiveness of
such registration statement.

            (f) "Registrable Epixtar Securities" shall mean (i) the shares of
Epixtar Common Stock issuable upon conversion of the Notes, (ii) the shares of
Epixtar Common Stock issuable upon exercise of the Epixtar Warrants, (iii) the
shares of Epixtar Common Stock issuable upon exercise of the Placement Agent
Warrants, (iv) any additional shares of Epixtar Common Stock issuable upon
adjustment to the conversion or exercise price of the securities referenced in
clauses (i) through (iii) above (the "Additional Epixtar Shares"), and (v) any
other securities issued or issuable with respect to or in exchange of any of the
securities referenced in clauses (i), (ii), (iii) or (iv) above; provided,
however, that securities shall only be treated as Registrable Epixtar Securities
if and only for so long as they (A) have not been disposed of pursuant to a
registration statement declared effective by the Commission; (B) have not been
sold in a transaction exempt from the registration and prospectus delivery
requirements of the Act so that all transfer restrictions and restrictive
legends with respect thereto are removed upon the consummation of such sale; (C)
are held by a Holder or a permitted transferee pursuant to Section 5.10; or (D)
have not become eligible for sale pursuant to Rule 144(k) (or any successor
thereto) under the Act.



                                       22


            (g) "Registrable Voxx Securities" shall mean (i) the shares of Voxx
Common Stock issuable upon conversion of the Notes, (ii) the shares of Voxx
Common Stock issuable upon exercise of the Voxx Warrants, (iii) the shares of
Voxx Common Stock issuable upon exercise of the Placement Agent Warrants, (iv)
any additional shares of Voxx Common Stock issuable upon adjustment to the
conversion or exercise price of the securities referenced in clauses (i) through
(iii) above (the "Additional Voxx Shares" and together with the Additional
Epixtar Shares, the "Additional Shares"), and (v) any other securities issued or
issuable with respect to or in exchange of any of the securities referenced in
clauses (i), (ii), (iii) or (iv) above; provided, however, that securities shall
only be treated as Registrable Voxx Securities if and only for so long as they
(A) have not been disposed of pursuant to a registration statement declared
effective by the Commission; (B) have not been sold in a transaction exempt from
the registration and prospectus delivery requirements of the Act so that all
transfer restrictions and restrictive legends with respect thereto are removed
upon the consummation of such sale; (C) are held by a Holder or a permitted
transferee pursuant to Section 5.10; or (D) have not become eligible for sale
pursuant to Rule 144(k) (or any successor thereto) under the Act.

            (h) "Registrable Securities" shall mean each of the Registrable
Epixtar Securities and the Registrable Voxx Securities.

            (i) "Registration Expenses" shall mean all expenses incurred by the
Company in complying with Section 5.2 hereof, including, without limitation, all
registration, qualification and filing fees, printing expenses, escrow fees,
fees and expenses of counsel for the Company, blue sky fees and expenses and the
expense of any special audits incident to or required by any such registration,
including the fees of legal counsel for the Holders up to $10,000.

            (j) "Registration Period" shall have the meaning ascribed to such
term in Section 5.2(e).

            (k) "Registration Statement" shall mean any registration statement
of the Company filed under the Act that covers the resale of any of the
Registrable Securities pursuant to the provisions of this Agreement, amendments
and supplements to such Registration Statement, including post-effective
amendments, all exhibits and all material incorporated by reference in such
Registration Statement.

            (l) "Selling Expenses" shall mean all underwriting discounts and
selling commissions applicable to the sale of Registrable Securities and, except
to the extent set forth in the definition of Registration Expenses, all fees and
expenses of legal counsel for any Holder.

         5.2. Registration Statements.



                                       23


            (a) Initial Epixtar Registration. Subject to the terms herein,
Epixtar will, as soon as practicable but not later than sixty (60) days
following the final Closing (the sixtieth (60th) day following the final Closing
is referred to as the "Initial Epixtar Filing Date"), (1) file with the SEC a
registration statement under the Act on the appropriate form or amend a
previously filed registration statement to allow the resale of Registrable
Epixtar Securities consisting solely of the shares of Epixtar Common Stock
issuable upon conversion of the Notes issued pursuant to the Closings under
Section 7.1(a) of the Notes (based upon a conversion price of $1.00), and use
its best efforts to have such Registration Statement declared effective by the
SEC prior to the date which is 90 days after the earlier to occur of (a) the
Initial Epixtar Filing Date or (b) the date of filing of such Registration
Statement with the SEC; and (2) cause such Registration Statement to remain
effective (the "Initial Epixtar Registration Period") until the earlier of (i)
such date as the holders of the Registrable Epixtar Securities have completed
the distribution described in such Registration Statement or (ii) at such time
that all such shares have become eligible for sale pursuant to Rule 144(k) (or
any successor thereto) under the Act. To the extent permissible, such
Registration Statement also shall cover, to the extent allowable under the Act
and the rules promulgated thereunder (including Rule 416 under the Act), such
indeterminate number of additional shares of Epixtar Common Stock resulting from
stock splits, stock dividends or similar transactions with respect to such
Registrable Epixtar Securities. If a registration statement covering such
Registrable Epixtar Securities is not filed with the SEC on or prior to the
Initial Epixtar Filing Date, then the conversion price of the Notes will
immediately be reduced, in accordance with the terms of the Notes, by five
percent (5%) of the then effective conversion price of the Notes. In addition,
for each additional 30-day period (or partial period, as the case may be)
following the Initial Epixtar Filing Date that such Registration Statement is
not filed with the SEC, the then effective conversion price of the Notes will be
reduced, in accordance with the terms of the Notes, by an additional five
percent (5%). Such reduction to the conversion price of the Notes shall be in
partial compensation to the Holders, and shall not constitute the Holders'
exclusive remedies for such events and the Holders shall have the remedy of
specific performance.

            (b) Subsequent Epixtar Registration. Subject to the terms herein,
Epixtar will, as soon as practicable but not later than sixty (60) days
following the one year anniversary date of the Initial Closing (the sixtieth
(60th) day following the one year anniversary date of the Initial Closing is
referred to as the "Subsequent Epixtar Filing Date"), (1) file with the SEC a
registration statement under the Act on the appropriate form or amend a
previously filed registration statement to allow the resale of Registrable
Epixtar Securities consisting of all of the shares of Epixtar Common Stock then
issuable upon conversion of the Notes (to the extent not previously covered by
the Registration Statement referred to in Section 5.2(a) above) and the exercise
of the Epixtar Warrants and the Placement Agent Warrants, and use its best
efforts to have such Registration Statement declared effective by the SEC prior
to the date which is 90 days after the earlier to occur of (a) the Subsequent
Epixtar Filing Date or (b) the date of filing of such Registration Statement
with the SEC; and (2) cause such Registration Statement to remain effective (the
"Subsequent Epixtar Registration Period" and together with the Initial Epixtar
Registration Period, the "Epixtar Registration Period") until the earlier of (i)
such date as the holders of the Registrable Epixtar Securities have completed
the distribution described in such Registration Statement or (ii) at such time
that all such shares have become eligible for sale pursuant to Rule 144(k) (or
any successor thereto) under the Act. To the extent permissible, such
Registration Statement also shall cover, to the extent allowable under the Act
and the rules promulgated thereunder (including Rule 416 under the Act), such
indeterminate number of additional shares of Epixtar Common Stock resulting from
stock splits, stock dividends or similar transactions with respect to such
Registrable Epixtar Securities. If a registration statement covering such
Registrable Epixtar Securities is not filed with the SEC on or prior to the
Subsequent Epixtar Filing Date, then the conversion price of the Notes and the
exercise price of the Epixtar Warrants and Placement Agent Warrants will
immediately be reduced, in accordance with the terms of the Notes, the Epixtar
Warrants and the Placement Agent Warrants, as the case may be, by five percent
(5%) of its then effective conversion or exercise price. In addition, for each
additional 30-day period (or partial period, as the case may be) following the
Subsequent Epixtar Filing Date that such Registration Statement is not filed
with the SEC, the then effective conversion price of the Notes and exercise
price of the Epixtar Warrants and Placement Agent Warrants will be reduced, in
accordance with the terms of the Notes, the Epixtar Warrants and the Placement
Agent Warrants, as the case may be, by an additional five percent (5%). Such
reduction to the conversion price of the Notes and exercise price of the Epixtar
Warrants and Placement Agent Warrants shall be in partial compensation to the
Holders, and shall not constitute the Holders' exclusive remedies for such
events and the Holders shall have the remedy of specific performance.



                                       24


            (c) Additional Epixtar Shares. In the event Epixtar is obligated to
issue Additional Epixtar Shares, Epixtar shall use its best efforts to promptly
prepare and file with the SEC one or more Registration Statements, on such form
of registration statement as is then available to effect a registration for
resale of such additional shares of Epixtar Common Stock) covering the resale of
the Additional Epixtar Shares, but only to the extent the Additional Epixtar
Shares are not at the time covered by an effective Registration Statement. To
the extent permissible, such Registration Statement also shall cover, to the
extent allowable under the Act and the rules promulgated thereunder (including
Rule 416 under the Act), such indeterminate number of additional shares of
Epixtar Common Stock resulting from stock splits, stock dividends or similar
transactions with respect to the Additional Epixtar Shares. A Registration
Statement covering the Additional Epixtar Shares shall be filed by the Company
with the SEC as promptly as possible, but in no event later than thirty (30)
days following the transaction resulting in the adjustment to the number of
shares of Epixtar Common Stock issuable upon conversion of the Notes or exercise
of the Epixtar Warrants or Placement Agent Warrants and use its best efforts to
have such Registration Statement declared effective by the SEC prior to the date
which is 90 days after the date of filing of such Registration Statement with
the SEC. The Company shall cause such Registration Statement to remain effective
for the applicable Epixtar Registration Period.

            (d) Voxx IPO Registration. Subject to the terms herein, if Voxx
consummates an initial public offering of Voxx Common Stock, then Voxx will, as
soon as practicable but not later than one hundred eighty (180) days following
the completion of the initial public offering of Voxx Common Stock (unless the
market or exchange on which Voxx Common Stock is then traded or listed requires
a longer period, in which case such longer period shall apply) (the one hundred
eightieth (180th) day following the completion of the initial public offering
(or such longer period if required by the market or exchange on which Voxx
Common Stock is then traded or listed) is referred to as "Voxx IPO Filing
Date"), (1) file with the SEC a registration statement under the Act on the
appropriate form or amend a previously filed registration statement to allow the
resale of Registrable Voxx Securities, and use its best efforts to have such
Registration Statement declared effective by the SEC prior to the date which is
90 days after the earlier to occur of (a) the Voxx IPO Filing Date or (b) the
date of filing of such Registration Statement with the SEC; and (2) cause such
Registration Statement to remain effective (the "Voxx IPO Registration Period")
until the earlier of (i) such date as the holders of Registrable Voxx Securities
have completed the distribution described in such Registration Statement or (ii)
at such time that all such shares have become eligible for sale pursuant to Rule
144(k) (or any successor thereto) under the Act. To the extent permissible, such
Registration Statement also shall cover, to the extent allowable under the Act
and the rules promulgated thereunder (including Rule 416 under the Act), such
indeterminate number of additional shares of Voxx Common Stock resulting from
stock splits, stock dividends or similar transactions with respect to such
Registrable Voxx Securities.



                                       25


            (e) Voxx Spin-Off Registration. Subject to the terms herein, if Voxx
effects a pro rata distribution to Epixtar's stockholders of a percentage (such
percentage to be agreed upon by Epixtar and the Placement Agent) of the shares
of Voxx Common Stock (the "Voxx Spin-Off"), then Voxx will register for resale
on a Form S-1 Registration Statement or such other appropriate form to be filed
with the SEC the shares of Voxx Common Stock distributed to the stockholders of
Epixtar in the Voxx Spin-Off and Voxx shall also include in such Registration
Statement all of the Voxx Registrable Securities. Voxx shall (1) use its best
efforts to have such Registration Statement declared effective by the SEC prior
to the date which is 90 days after the date of filing of such Registration
Statement with the SEC; and (2) cause such Registration Statement to remain
effective (the "Voxx Spin-Off Registration Period" and together with the Voxx
IPO Registration Period and the Epixtar Registration Period, the "Registration
Period") until the earlier of (i) such date as the holders of Registrable Voxx
Securities have completed the distribution described in such Registration
Statement or (ii) at such time that all such shares have become eligible for
sale pursuant to Rule 144(k) (or any successor thereto) under the Act. To the
extent permissible, such Registration Statement also shall cover, to the extent
allowable under the Act and the rules promulgated thereunder (including Rule 416
under the Act), such indeterminate number of additional shares of Voxx Common
Stock resulting from stock splits, stock dividends or similar transactions with
respect to such Registrable Voxx Securities.

            (f) Additional Voxx Shares. In the event Voxx is obligated to issue
Additional Voxx Shares, Voxx shall use its best efforts to promptly prepare and
file with the SEC one or more Registration Statements, on such form of
registration statement as is then available to effect a registration for resale
of such additional shares of Voxx Common Stock) covering the resale of the
Additional Voxx Shares, but only to the extent the Additional Voxx Shares are
not at the time covered by an effective Registration Statement. To the extent
permissible, such Registration Statement also shall cover, to the extent
allowable under the Act and the rules promulgated thereunder (including Rule 416
under the Act), such indeterminate number of additional shares of Voxx Common
Stock resulting from stock splits, stock dividends or similar transactions with
respect to the Additional Voxx Shares. A Registration Statement covering the
Additional Voxx Shares shall be filed by Voxx with the SEC as promptly as
possible, but in no event earlier than the date of consummation of the initial
public offering of Voxx Common Stock or Voxx Spin-Off, as the case may be, or,
following such date of consummation, later than thirty (30) days following the
transaction resulting in the adjustment to the number of shares of Voxx Common
Stock issuable upon conversion of the Notes or exercise of the Voxx Warrants or
Placement Agent Warrants and use its best efforts to have such Registration
Statement declared effective by the SEC prior to the date which is 90 days after
the date of filing of such Registration Statement with the SEC. The Company
shall cause such Registration Statement to remain effective for the applicable
Voxx Registration Period.



                                       26


         5.3. Piggyback Registrations. (a) If, at any time prior to the end of
the applicable Registration Period, the Company proposes to register under the
Act, for its own account or the account of others, any of its equity securities
(other than on Form S-4 or Form S-8 or their then equivalents) and a
Registration Statement covering the Registrable Securities is not then
effective, the Company shall send to the Holders written notice of its intention
to register such equity securities, and if, within 30 days after the date of
such notice, a Holder shall so request in writing, the Company shall include in
such registration all or any part of the applicable Registrable Securities such
Holder requests to be registered. Notwithstanding the foregoing, in the event
that, in connection with any underwritten public offering, the managing
underwriter(s) thereof shall impose a limitation on the number of shares of
Epixtar Common Stock or Voxx Common Stock, as the case may be, which may be
included in such registration because, in such underwriter(s)' judgment,
marketing or other factors dictate such limitation is necessary to facilitate
public distribution, then the Company shall be obligated to include in such
registration only such limited portion of the applicable Registrable Securities
with respect to which the Holder has requested inclusion hereunder as the
underwriter shall permit; provided, however, that (i) after giving effect to the
immediately preceding proviso, any such exclusion of Registrable Securities
shall be made pro rata among the Holders seeking to include Registrable
Securities and the holders of other securities having the contractual right to
inclusion of their securities in such registration by reason of demand
registration rights, in proportion to the number of Registrable Securities or
other securities, as applicable, sought to be included by each such Holder or
other holder, and (ii) no such reduction shall reduce the amount of applicable
Registrable Securities included in the registration below twenty-five (25%) of
the total amount of securities included in such registration. No right to
registration of any Registrable Securities under this Section 5.3 shall be
construed to limit any registration required under ARTICLE V hereof. If an
offering in connection with which the Holder is entitled to registration under
this Section 5.3 is an underwritten offering, then each Holder whose Registrable
Securities are included in such registration statement shall, unless otherwise
agreed by the Company, offer and sell such Registrable Securities in an
underwritten offering using the same underwriter or underwriters and, subject to
the provisions of this Agreement, on the same terms and conditions as other
shares of Epixtar Common Stock or Voxx Common Stock, as the case may be,
included in such underwritten offering. The number of requests by the Holders
permitted by this Section 5.3 shall be unlimited. Notwithstanding the foregoing,
this Section 5.3 shall not apply in the event there is an effective Registration
Statement of the Company, with a current prospectus available, providing for the
resale of all of the Registrable Securities of the Holders.

            (b) The Company shall have the right to terminate or withdraw any
registration contemplated under this Section 5.3 prior to the effectiveness of
such registration, whether or not any Holder of Registrable Securities has
elected to include securities in such registration.

         5.4. Registration Expenses. All Registration Expenses incurred in
connection with any registration, qualification, exemption or compliance
pursuant to Section 5.2 and Section 5.3 shall be borne by the Company. All
Selling Expenses relating to the sale of securities registered by or on behalf
of Holders shall be borne by such Holders.

         5.5. Registration Procedures. In the case of the registration,
qualification, exemption or compliance effected by the Company pursuant to this
Agreement, the Company shall, upon reasonable request, inform each Holder as to
the status of such registration, qualification, exemption and compliance. At its
expense the Company shall:

            (a) use its best efforts to keep such registration, and any
qualification, exemption or compliance under state or federal securities laws
which the Company determines to obtain, continuously effective until the
termination of the Registration Period; and



                                       27


            (b) advise the Holders as soon as practicable:

                (i) when such Registration Statement or any amendment thereto
has been filed with the Commission and when such Registration Statement or any
post-effective amendment thereto has become effective;

                (ii) of any request by the Commission for amendments or
supplements to such Registration Statement or the prospectus included therein or
for additional information;

                (iii) of the issuance by the Commission of any stop order
suspending the effectiveness of such Registration Statement or the initiation of
any proceedings for such purpose;

                (iv) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Registrable Securities
included therein for sale in any jurisdiction or the initiation or threatening
of any proceeding for such purpose; and

                (v) of the happening of any event that requires the making of
any changes in such Registration Statement or the prospectus so that, as of such
date, the statements therein are not misleading and do not omit to state a
material fact required to be stated therein or necessary to make the statements
therein (in the case of the prospectus, in the light of the circumstances under
which they were made) not misleading;

            (c) make every reasonable effort to obtain the withdrawal of any
order suspending the effectiveness of any Registration Statement at the earliest
possible time;

            (d) furnish to each Holder, without charge, at least one copy of
such Registration Statement and any post-effective amendment thereto, including
financial statements and schedules, and, if the Holder so requests in writing,
all exhibits (including those incorporated by reference) in the form filed with
the Commission;

            (e) during the applicable Registration Period, deliver to each
Holder, without charge, as many copies of the prospectus included in such
Registration Statement and any amendment or supplement thereto as such Holder
may reasonably request; and the Company consents to the use, consistent with the
provisions hereof, of the prospectus or any amendment or supplement thereto by
each of the selling Holders of Registrable Securities in connection with the
offering and sale of the Registrable Securities covered by the prospectus or any
amendment or supplement thereto. In addition, upon the reasonable request of the
Holder and subject in all cases to confidentiality protections reasonably
acceptable to the Company, the Company will meet with a Holder or a
representative thereof at the Company's headquarters to discuss all information
relevant for disclosure in such registration statement covering the Registrable
Securities, and will otherwise cooperate with any Holder conducting an
investigation for the purpose of reducing or eliminating such Holder's exposure
to liability under the Act, including the reasonable production of information
at the Company's headquarters;



                                       28


            (f) prior to any public offering of Registrable Securities pursuant
to any Registration Statement, register or qualify or obtain an exemption for
offer and sale under the securities or blue sky laws of such jurisdictions as
any such Holders reasonably request in writing, provided that the Company shall
not for any such purpose be required to qualify generally to transact business
as a foreign corporation in any jurisdiction where it is not so qualified or to
consent to general service of process in any such jurisdiction, and do any and
all other acts or things reasonably necessary or advisable to enable the offer
and sale in such jurisdictions of the Registrable Securities covered by such
Registration Statement;

            (g) cooperate with the Holders to facilitate the timely preparation
and delivery of certificates representing Registrable Securities to be sold
pursuant to any Registration Statement free of any restrictive legends to the
extent not required at such time and in such denominations and registered in
such names as Holders may request at least five (5) business days prior to sales
of Registrable Securities pursuant to such registration statement;

            (h) upon the occurrence of any event contemplated by Section
5.5(b)(v) above, the Company shall promptly prepare a post-effective amendment
to such Registration Statement or a supplement to the related prospectus, or
file any other required document so that, as thereafter promptly delivered to
purchasers of the Registrable Securities included therein, the prospectus will
not include any untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading; and

            (i) use its best efforts to comply with all applicable rules and
regulations of the SEC, and use its best efforts to make generally available to
the Holders not later than 45 days (or 90 days if the fiscal quarter is the
fourth fiscal quarter) after the end of its fiscal quarter in which the first
anniversary date of the effective date of such Registration Statement occurs, an
earnings statement satisfying the provisions of Section 11(a) of the Act.

         5.6. No Right To Enjoin. The Holders shall have no right to take any
action to restrain, enjoin or otherwise delay any registration pursuant to this
ARTICLE V as a result of any controversy that may arise with respect to the
interpretation or implementation of this Agreement.

         5.7. Indemnification.

            (a) To the extent permitted by law, the Company shall indemnify each
Holder, each underwriter of the Registrable Securities and each person
controlling such Holder within the meaning of Section 15 of the Act, with
respect to which any registration, qualification or compliance has been effected
pursuant to this Agreement, against all claims, losses, damages and liabilities
(or action in respect thereof), including any of the foregoing incurred in
settlement of any litigation, commenced or threatened (subject to Section 5.7(c)
below), arising out of or based on any untrue statement (or alleged untrue
statement) of a material fact contained in such Registration Statement, or any
amendment or supplement thereof, incident to any such registration,
qualification or compliance, or based on any omission (or alleged omission) to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading, in light of the circumstances in which
they were made, and will reimburse each Holder, each underwriter of the
Registrable Securities and each person controlling such Holder, for reasonable
legal and other expenses reasonably incurred in connection with investigating or
defending any such claim, loss, damage, liability or action as incurred;
provided that the Company will not be liable in any such case to the extent that
any untrue statement or omission or allegation thereof is made in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of such Holder and stated to be specifically for use in preparation of
such Registration Statement, prospectus or offering circular; provided, further,
that the Company will not be liable in any such case where the claim, loss,
damage or liability arises out of or is related to the failure of the Holder to
comply with the covenants and agreements contained in this Agreement respecting
sales of Registrable Securities.



                                       29


            (b) Each Holder will severally, if Registrable Securities held by
such Holder are included in the securities as to which such registration,
qualification or compliance is being effected, indemnify the Company, each of
its directors and officers, each underwriter of the Registrable Securities and
each person who controls the Company within the meaning of Section 15 of the
Act, against all claims, losses, damages and liabilities (or actions in respect
thereof), including any of the foregoing incurred in settlement of any
litigation, commenced or threatened (subject to Section 5.7(c) below), arising
out of or based on any untrue statement (or alleged untrue statement) of a
material fact contained in any registration statement, prospectus or offering
circular, or any amendment or supplement thereof, incident to any such
registration, qualification or compliance, or based on any omission (or alleged
omission) to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in light of the
circumstances in which they were made, and will reimburse the Company, such
directors and officers, each underwriter of the Registrable Securities and each
person controlling the Company for reasonable legal and any other expenses
reasonably incurred in connection with investigating or defending any such
claim, loss, damage, liability or action as incurred, in each case to the
extent, but only to the extent, that such untrue statement or omission or
allegation thereof is made in reliance upon and in conformity with written
information furnished to the Company by or on behalf of such Holder and stated
to be specifically for use in preparation of such registration statement,
prospectus or offering circular; provided that the indemnity shall not apply to
the extent that such claim, loss, damage or liability results from the fact that
a current copy of the prospectus was not made available to the Holder and such
current copy of the prospectus would have cured the defect giving rise to such
loss, claim, damage or liability. Notwithstanding the foregoing, in no event
shall a Holder be liable for any such claims, losses, damages or liabilities in
excess of the net proceeds received by such Holder in the offering, except in
the event of fraud by such Holder.

            (c) Each party entitled to indemnification under this Section 5.7
(the "Indemnified Party") shall give notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom, provided that counsel for the Indemnifying
Party, who shall conduct the defense of such claim or litigation, shall be
approved by the Indemnified Party (whose approval shall not unreasonably be
withheld), and the Indemnified Party may participate in such defense at such
Indemnified Party's expense, and provided further that the failure of any
Indemnified Party to give notice as provided herein shall not relieve the
Indemnifying Party of its obligations under this Agreement, unless such failure
is materially prejudicial to the Indemnifying Party in defending such claim or
litigation. An Indemnifying Party shall not be liable for any settlement of an
action or claim effected without its written consent (which consent will not be
unreasonably withheld).



                                       30


            (d) If the indemnification provided for in this Section 5.7 is held
by a court of competent jurisdiction to be unavailable to an Indemnified Party
with respect to any loss, liability, claim, damage or expense referred to
therein, then the Indemnifying Party, in lieu of indemnifying such Indemnified
Party thereunder, shall contribute to the amount paid or payable by such
Indemnified Party as a result of such loss, liability, claim, damage or expense
in such proportion as is appropriate to reflect the relative fault of the
Indemnifying Party on the one hand and of the Indemnified Party on the other in
connection with the statements or omissions which resulted in such loss,
liability, claim, damage or expense as well as any other relevant equitable
considerations. The relative fault of the Indemnifying Party and of the
Indemnified Party shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the
omission to state a material fact relates to information supplied by the
Indemnifying Party or by the Indemnified Party and the parties' relative intent,
knowledge, access to information and opportunity to correct or prevent such
statement or omission. Notwithstanding the foregoing, in no event shall a Holder
be liable for any such claims, losses, damages or liabilities pursuant to this
paragraph 5.7(d) in excess of the net proceeds received by such Holder in the
Offering, except in the event of fraud by such Holder.

         5.8. Obligations of Holders.

            (a) Each Holder agrees that, upon receipt of any notice from the
Company of the happening of any event requiring the preparation of a supplement
or amendment to a prospectus relating to Registrable Securities so that, as
thereafter delivered to the Holders, such prospectus shall not contain an untrue
statement of a material fact or omit to state any material fact required to be
stated therein or necessary to make the statements therein not misleading, each
Holder will forthwith discontinue disposition of Registrable Securities pursuant
to a Registration Statement contemplated by either of Section 5.2 or Section 5.3
until its receipt of copies of the supplemented or amended prospectus from the
Company, such prospectus to be forwarded promptly to the Subscriber by the
Company, and, if so directed by the Company, each Holder shall deliver to the
Company all copies, other than permanent file copies then in such Holder's
possession, of the prospectus covering such Registrable Securities current at
the time of receipt of such notice.

            (b) Each Holder shall suspend, upon request of the Company, any
disposition of Registrable Securities pursuant to a registration statement
contemplated by either of Section 5.2 or Section 5.3 during (i) any period not
to exceed two 30-day periods within any one 12-month period the Company requires
in connection with a primary underwritten offering of equity securities and (ii)
any period, not to exceed one 45-day period within any one 12-month period, when
the Company determines in good faith that offers and sales pursuant thereto
should not be made by reason of the presence of material undisclosed
circumstances or developments with respect to which the disclosure that would be
required in such a prospectus is premature, would have an adverse effect on the
Company or is otherwise inadvisable.



                                       31


            (c) As a condition to the inclusion of its Registrable Securities,
each Holder shall furnish to the Company such information regarding such Holder
and the distribution proposed by such Holder as the Company may reasonably
request in writing or as shall be required in connection with any registration,
qualification or compliance referred to in this ARTICLE V.

            (d) Each Holder hereby covenants with the Company not to make any
sale of the Registrable Securities without effectively causing the prospectus
delivery requirements under the Act to be satisfied.

            (e) Each Holder acknowledges and agrees that the Registrable
Securities sold pursuant to a Registration Statement described in this ARTICLE V
are not transferable on the books of the Company unless the stock certificate
submitted to the transfer agent evidencing such Registrable Securities is
accompanied by a certificate reasonably satisfactory to the Company to the
effect that (i) the Registrable Securities have been sold in accordance with
such Registration Statement and (ii) the requirement of delivering a current
prospectus has been satisfied.

            (f) Each Holder agrees not to take any action with respect to any
distribution deemed to be made pursuant to a Registration Statement which would
constitute a violation of Regulation M under the Exchange Act or any other
applicable rule, regulation or law.

            (g) At the end of the period during which the Company is obligated
to keep a Registration Statement current and effective as described above, the
Holders of Registrable Securities included in such Registration Statement shall
discontinue sales of shares pursuant to such Registration Statement upon receipt
of notice from the Company of its intention to remove from registration the
shares covered by such Registration Statement which remain unsold, and such
Holders shall notify the Company of the number of shares registered which remain
unsold immediately upon receipt of such notice from the Company.

         5.9. Rule 144 Reporting. With a view to making available to the Holders
the benefits of certain rules and regulations of the SEC which at any time
permit the sale of the Registrable Securities to the public without
registration, the Company shall use its reasonable best efforts to:

            (a) make and keep public information available, as those terms are
understood and defined in Rule 144 under the Act, at all times;

            (b) file with the SEC in a timely manner all reports and other
documents required of the Company under the Exchange Act; and

            (c) so long as a Holder owns any unregistered Registrable
Securities, furnish to such Holder, upon any reasonable request, a written
statement by the Company as to its compliance with Rule 144 under the Act, and
of the Exchange Act, a copy of the most recent annual or quarterly report of the
Company, and such other reports and documents of the Company as such Holder may
reasonably request in availing itself of any rule or regulation of the
Commission allowing a Holder to sell any such securities without registration.

         5.10. Assignment of Rights. The rights to cause the Company to register
Registrable Securities granted to the Holders by the Company under this ARTICLE
V may be assigned in full by a Holder in connection with a transfer by such
Holder of its Registrable Securities, provided, however, that (i) such transfer
may otherwise be effected in accordance with applicable securities laws; (ii)
such Holder gives prior written notice to the Company; and (iii) such transferee
agrees to comply with the terms and provisions of this Agreement, and such
transfer is otherwise in compliance with this Agreement. Except as specifically
permitted by this Section 5.10, the rights of a Holder with respect to
Registrable Securities as set out herein shall not be transferable to any other
Person, and any attempted transfer shall cause all rights of such Holder therein
to be forfeited.



                                       32


         5.11. Listing of Shares. The Company shall use best efforts to cause
all Registrable Securities covered by a Registration Statement to be listed on
each securities exchange, interdealer quotation system or other market on which
similar securities issued by the Company are then listed.

         5.12. Waivers. With the written consent of the Company and the Holders
holding at least a majority of the Registrable Securities that are then
outstanding, any provision of this ARTICLE V may be waived (either generally or
in a particular instance, either retroactively or prospectively and either for a
specified period of time or indefinitely) or amended. Upon the effectuation of
each such waiver or amendment, the Company shall promptly give written notice
thereof to the Holders, if any, who have not previously received notice thereof
or consented thereto in writing.

         5.13. Agreement to Lock-Up. If the Company elects to conduct an initial
public offering of Voxx Common Stock, the Subscriber shall, and by execution of
this Agreement hereby agrees to, execute the same lock-up agreement that is
executed by officers and directors of Voxx pursuant to which the holders of the
Notes and Voxx Warrants agree not to sell, contract to sell, pledge or otherwise
dispose of, directly or indirectly, any securities of Voxx (or instruments
exercisable into securities of Voxx) for a period of time following the
consummation of the initial public offering of Voxx Common Stock to be
determined by the Company and the Placement Agent. This Section 5.13 shall be
binding upon any transferee of the Notes or the Voxx Warrants.


                                   ARTICLE VI.
                                  MISCELLANEOUS

         6.1. Notices. Any notice or other communication to the Company given
hereunder shall be deemed sufficient if in writing and sent by registered or
certified mail, return receipt requested, or delivered by hand against written
receipt therefore. Notices shall be deemed to have been given or delivered on
the date of mailing, except notices of change of address, which shall be deemed
to have been given or delivered when received.

The address for such notices and communications shall be as follows:



                  If to the Company:

                  Epixtar Corp.
                  11900 Biscayne Boulevard
                  Miami, Florida 33181
                  Attention: Secretary of the Company
                  Facsimile:  (315) 503-8610

                  With a copy to:

                  Michael DiGiovanna, Esq.
                  212 Carnegie Center
                  Princeton, New Jersey 08540
                  Facsimile:  (609) 452-9473

                  If to a  Subscriber:

                  To the address set forth under such Subscriber's name on the
signature pages hereto.



                                       33


         6.2. Except as provided in Section 5.12 above, this Agreement shall not
be changed, modified or amended except by a writing signed by the parties to be
charged, and this Agreement may not be discharged except by performance in
accordance with its terms or by a writing signed by the party to be charged.

         6.3. Subject to the provisions of Section 5.10 and Section 6.13, this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and to their respective heirs, legal representatives, successors and assigns.
This Agreement sets forth the entire agreement and understanding between the
parties as to the subject matter hereof and merges and supersedes all prior
discussions, agreements and understandings of any and every nature among them.

         6.4. Upon the execution and delivery of this Agreement by the
Subscriber, this Agreement shall become a binding obligation of the Subscriber
with respect to the purchase of Units as herein provided; subject, however, to
the right hereby reserved to the Company to revoke this subscription in
accordance with Section 1.18.

         6.5. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY
ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT ALL THE TERMS AND
PROVISIONS HEREOF SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS
OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. IN
THE EVENT THAT A JUDICIAL PROCEEDING IS NECESSARY, THE EXCLUSIVE FORUMS FOR
RESOLVING DISPUTES ARISING OUT OF OR RELATING TO THIS AGREEMENT ARE EITHER THE
SUPREME COURT OF THE STATE OF NEW YORK IN AND FOR THE COUNTY OF NEW YORK OR THE
FEDERAL COURTS FOR SUCH STATE AND COUNTY, AND ALL RELATED APPELLATE COURTS, THE
PARTIES HEREBY IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS AND AGREE
TO SAID VENUE.



                                       34


         6.6. The holding of any provision of this Agreement to be invalid or
unenforceable by a court of competent jurisdiction shall not affect any other
provision of this Agreement, which shall remain in full force and effect. If any
provision of this Agreement shall be declared by a court of competent
jurisdiction to be invalid, illegal or incapable of being enforced in whole or
in part, such provision shall be interpreted so as to remain enforceable to the
maximum extent permissible consistent with applicable law and the remaining
conditions and provisions or portions thereof shall nevertheless remain in full
force and effect and enforceable to the extent they are valid, legal and
enforceable, and no provisions shall be deemed dependent upon any other covenant
or provision unless so expressed herein.

         6.7. It is agreed that a waiver by either party of a breach of any
provision of this Agreement shall not operate, or be construed, as a waiver of
any subsequent breach by that same party.

         6.8. The parties agree to execute and deliver all such further
documents, agreements and instruments and take such other and further action as
may be necessary or appropriate to carry out the purposes and intent of this
Agreement.

         6.9. This Agreement may be executed in two or more counterparts each of
which shall be deemed an original, but all of which shall together constitute
one and the same instrument.

         6.10. (a) The Subscriber agrees not to issue any public statement with
respect to the Subscriber's investment or proposed investment in the Company or
the terms of any agreement or covenant between them and the Company without the
Company's prior written consent, except such disclosures as may be required
under applicable law or under any applicable order, rule or regulation.

            (b) The Company agrees not to disclose the names, addresses or any
other information about the Subscriber, except as required by law and to satisfy
its obligations under ARTICLE V.

         6.11. (a) The Subscriber represents and warrants that it has not
engaged, consented to nor authorized any broker, finder or intermediary to act
on its behalf, directly or indirectly, as a broker, finder or intermediary in
connection with the transactions contemplated by this Agreement. The Subscriber
hereby agrees to indemnify and hold harmless the Company from and against all
fees, commissions or other payments owing to any such person or firm acting on
behalf of the Subscriber hereunder.

            (b) The Company has engaged, consented to and authorized the
Placement Agent to act as a agent for the Company in connection with the
transactions contemplated by this Agreement. The Company shall pay the Placement
Agent a commission and reimburse the Placement Agent's expenses in accordance
with the Placement Agency Agreement between the Company and the Placement Agent,
and the Company shall indemnify and hold harmless the Subscriber from and
against all fees, commissions or other payments owing by the Company to the
Placement Agent or any other person or firm acting on behalf of the Company
hereunder.

         6.12. Nothing in this Agreement shall create or be deemed to create any
rights in any person or entity not a party to this Agreement, except (a) for the
holders of Registrable Securities and (b) for the Placement Agent pursuant to
ARTICLE V herein.



                                       35


         6.13. The Company acknowledges and agrees that irreparable damage would
occur in the event that any of the provisions of ARTICLE V of this Agreement
were not performed in accordance with its specific terms or were otherwise
breached and that such damage would not be compensable in money damages and that
it would be extremely difficult or impracticable to measure the resultant
damages. Accordingly, the Subscriber shall be entitled to an injunction or
injunctions with respect to the provisions of this Agreement and to enforce
specifically the terms and provisions hereof, in addition to any other remedy to
which it may be entitled at law or in equity, and the Company expressly waives
any defense that a remedy in damages would be adequate and expressly waives any
requirement in an action for specific performance for the posting of a bond by
the Subscriber bringing such action.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





















                                       36


                                  ARTICLE VII.
                       CONFIDENTIAL INVESTOR QUESTIONNAIRE


         7.1. The Subscriber represents and warrants that he, she or it comes
within one category marked below, and that for any category marked, he, she or
it has truthfully set forth, where applicable, the factual basis or reason the
Subscriber comes within that category. ALL INFORMATION IN RESPONSE TO THIS
SECTION WILL BE KEPT STRICTLY CONFIDENTIAL except as otherwise required by law.
The undersigned agrees to furnish any additional information which the Company
deems necessary in order to verify the answers set forth below.


Category A ___  The undersigned is an individual (not a partnership,
                corporation, etc.) whose individual net worth, or joint net
                worth with his or her spouse, presently exceeds $1,000,000.

                                Explanation. In calculating net worth you may
                                include equity in personal property and real
                                estate, including your principal residence,
                                cash, short-term investments, stock and
                                securities. Equity in personal property and real
                                estate should be based on the fair market value
                                of such property less debt secured by such
                                property.

Category B ___  The undersigned is an individual (not a partnership,
                corporation, etc.) who had an income in excess of $200,000 in
                each of the two most recent years, or joint income with his or
                her spouse in excess of $300,000 in each of those years (in each
                case including foreign income, tax exempt income and full amount
                of capital gains and losses but excluding any income of other
                family members and any unrealized capital appreciation) and has
                a reasonable expectation of reaching the same income level in
                the current year.

Category C ___  The undersigned is a director or executive officer of the
                Company which is issuing and selling the Securities.

Category D ___  The undersigned is a bank; a savings and loan association;
                insurance company; registered investment company; registered
                business development company; licensed small business investment
                company ("SBIC"); or employee benefit plan within the meaning of
                Title 1 of ERISA and (a) the investment decision is made by a
                plan fiduciary which is either a bank, savings and loan
                association, insurance company or registered investment advisor,
                or (b) the plan has total assets in excess of $5,000,000 or (c)
                is a self directed plan with investment decisions made solely by
                persons that are accredited investors. (describe entity)

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


                                       37


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

Category E ___  The undersigned is a private business development company as
                defined in section 202(a)(22) of the Investment Advisors Act of
                1940. (describe entity)

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

Category F ___  The undersigned is either a corporation, partnership,
                Massachusetts business trust, or non-profit organization within
                the meaning of Section 501(c)(3) of the Internal Revenue Code,
                in each case not formed for the specific purpose of acquiring
                the Securities and with total assets in excess of
                $5,000,000.(describe entity)

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

Category G ___  The undersigned is a trust with total assets in excess of
                $5,000,000, not formed for the specific purpose of acquiring the
                Securities, where the purchase is directed by a "sophisticated
                investor" as defined in Regulation 506(b)(2)(ii) under the Act.

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

Category H ___ The undersigned is an entity (other than a trust) in which all
                of the equity owners are "accredited investors" within one or
                more of the above categories. If relying upon this Category
                alone, each equity owner must complete a separate copy of this
                Agreement. (describe entity)

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

Category I ___  The undersigned is not within any of the categories above and
                is therefore not an accredited investor.

The undersigned agrees that the undersigned will notify the Company at any time
on or prior to the Closing Date in the event that the representations and
warranties in this Agreement shall cease to be true, accurate and complete.

         7.2. SUITABILITY (please answer each question)

               (a) For an individual Subscriber, please describe your current
employment, including the company by which you are employed and its principal
business:

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

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

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

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

              (b) For an individual Subscriber, please describe any college
or graduate degrees held by you:
                                 -----------------------------------------------

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

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



                                       38



            (c) For all Subscribers, please state whether you have you
participated in other private placements before:

                   YES_______                         NO_______

            (d) If your answer to question (d) above was "YES", please indicate
frequency of such prior participation in private placements of:

                  Public             Private         Public or Private Marketing
                 Companies          Companies        or Outsourcing Companies
                 ---------          ---------        ------------------------

Frequently
                --------------     -------------     -------------
Occasionally
                --------------     -------------     -------------
Never
                --------------     -------------     -------------

            (e) For individual Subscribers, do you expect your current level of
income to significantly decrease in the foreseeable future:

                    YES_______                         NO_______

            (f) For trust, corporate, partnership and other institutional
Subscribers, do you expect your total assets to significantly decrease in the
foreseeable future:

                    YES_______                         NO_______

            (g) For all Subscribers, do you have any other investments or
contingent liabilities which you reasonably anticipate could cause you to need
sudden cash requirements in excess of cash readily available to you:

                   YES_______                         NO_______



                                       39



            (h) For all Subscribers, are you familiar with the risk aspects and
the non-liquidity of investments such as the securities for which you seek to
subscribe?

                  YES_______                         NO_______


            (i) For all Subscribers, do you understand that there is no
guarantee of financial return on this investment and that you run the risk of
losing your entire investment?

                  YES_______                         NO_______

         7.3. MANNER IN WHICH TITLE IS TO BE HELD (circle one)


                           (a)      Individual Ownership
                           (b)      Community Property
                           (c)      Joint Tenant with Right of
                                    Survivorship (both parties must sign)
                           (d)      Partnership*
                           (e)      Tenants in Common
                           (f)      Company*
                           (g)      Trust*
                           (h)      Other

         *If Securities are being subscribed for by an entity, the attached
Certificate of Signatory must also be completed.



                                       40



        7.4. NASD AFFILIATION.


Are you affiliated or associated with an NASD member firm (please check one):

Yes _________              No __________

If Yes, please describe:

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

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

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

*If Subscriber is a Registered Representative with an NASD member firm, have the
following acknowledgment signed by the appropriate party:

The undersigned NASD member firm acknowledges receipt of the notice required by
Article 3, Sections 28(a) and (b) of the Rules of Fair Practice.

__________________________________
Name of NASD Member Firm

By: ______________________________
         Authorized Officer

Date: ____________________________

         7.5. The undersigned is informed of the significance to the Company of
the foregoing representations and answers contained in the Confidential Investor
Questionnaire contained in this Section 7 and such answers have been provided
under the assumption that the Company will rely on them.




                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]








                                       41


                                [SIGNATURE PAGE]

                                           X $100,000 = "PURCHASE PRICE"
__________________________________________
Number of Units Subscribed For by Subscriber

________________________________           _____________________________________
Signature                                  Signature (if purchasing jointly)

________________________________           _____________________________________
Name Typed or Printed                      Name Typed or Printed

________________________________           _____________________________________
Entity Name                                Entity Name

________________________________           _____________________________________
Address                                    Address

________________________________           _____________________________________
City, State and Zip Code                   City, State and Zip Code

________________________________           _____________________________________
Telephone-Business                         Telephone--Business

________________________________           _____________________________________
Telephone-Residence                        Telephone--Residence

________________________________           _____________________________________
Facsimile-Business                         Facsimile--Business

________________________________           _____________________________________
Facsimile-Residence                        Facsimile--Residence

________________________________           _____________________________________
Tax ID # or Social Security #              Tax ID # or Social Security #

Name in which securities should be issued: _____________________________________

Dated:__________ , 2004

This Subscription Agreement is agreed to and accepted as of __________________ ,
2004.


                                           EPIXTAR CORP.

                                           By:__________________________________
                                           Name:
                                           Title:



                                       42



                            CERTIFICATE OF SIGNATORY

                                        (To be completed if Securities are
                                        being subscribed for by an entity)


         I,____________________________, am the____________________________ of
__________________________________________ (the "Entity").

         I certify that I am empowered and duly authorized by the Entity to
execute and carry out the terms of the Subscription Agreement and to purchase
and hold the Securities, and certify further that the Subscription Agreement has
been duly and validly executed on behalf of the Entity and constitutes a legal
and binding obligation of the Entity.

         IN WITNESS WHEREOF, I have set my hand this ________ day of
_________________,______.

                                            _________________________________
                                            (Signature)











                                       43