EXHIBIT 99.1

                       Subscription Application (Revised)





EXHIBIT 99.1

                            SUBSCRIPTION AGREEMENT



                             SUBSCRIPTION AGREEMENT
                                       AND
                           LETTER OF INVESTMENT INTENT


InPurple, Inc.
600 Anton Blvd.
11th Floor
Costa Mesa, CA

Gentlemen:

         The undersigned hereby tenders this subscription for the purchase of
_______________ Shares of common stock of INPURPLE, INC., a Delaware corporation
(the "Company") at a price of $5.00 per Share. A check or other form of payment
payable to "INPURPLE, INC." in the amount of $_____________ in cash is also
delivered herewith. The undersigned understands that a subscription for the
Shares may be rejected for any reason and that, in the event that this
subscription is rejected, the funds delivered herewith will be promptly
returned, without interest thereon or deduction therefrom. By execution below,
the undersigned acknowledges that the Company is relying upon the accuracy and
completeness of the representations contained herein in complying with its
obligations under applicable securities laws.




         The undersigned represents and warrants that the undersigned is a bona
fide resident of, is domiciled in and received the offer and made the decision
to invest in the Shares in the state set forth on the signature page hereof, and
the Shares are being purchased by the undersigned in the undersigned's name
solely for the undersigned's own beneficial interest and not as nominee for, or
on behalf of, or for the beneficial interest of, or with the intention to
transfer to, any other person, trust or organization.

         The undersigned, if other than an individual, makes the following
representations:





         (a) The undersigned was not organized for the specific purpose of
         acquiring the Shares; and

         (b) This Subscription Agreement and Letter of Investment Intent have
         been duly authorized by all necessary action on the part of the
         undersigned, have been duly executed by an authorized representative of
         the undersigned, and are legal, valid and binding obligations of the
         undersigned enforceable in accordance with their respective terms.

6.       Manner in Which Title is To Be Held.

Place an "X" in one space below:

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



           _______________________________________________________

7.       My state of residence and the state I received the offer to
invest and made the decision to invest in the Shares is: __________________







                                   SIGNATURES

Executed this _____ day of ________________, 2001, at _________________________.


         Please print above the exact name(s) in which the Shares are to be
         held.

The undersigned hereby represents he has read this entire Subscription Agreement
and Letter of Investment Intent as well as the Memorandum.


                                   INDIVIDUAL

                                         

                                             Address to Which Correspondence Should
                                             be Directed

_______________________________________      _____________________________________
Signature (Individual)                       Printed Name


                                             _____________________________________
                                             Street address


________________________________________     _____________________________________
Signature (All record holders should sign)   City, State and Zip Code

________________________________________     _____________________________________
Name(s) Typed or Printed                     Tax Identification or Social Security
                                             Number


                                             (        )
                                             -------------------------------------
                                             Telephone Number








                CORPORATION, PARTNERSHIP, TRUST, OR OTHER ENTITY


                                         
                                             Address to Which Correspondence Should
                                             be Directed

Name of Entity


___________________________________          _____________________________________
Type of Entity (i.e., corporation,           Street Address
  partnership, etc.)


___________________________________          _____________________________________
State of Formation of Entity                 City, State and Zip Code


By:_______________________________________   _____________________________________
     *Signature                              Tax I.D. or Social Security Number


                                             (        )
Its:______________________________________   -------------------------------------
     Title                                   Telephone Number


__________________________________________
Name Typed or Printed




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

                            CERTIFICATE OF SIGNATORY

        TO BE COMPLETED IF SHARES 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 Letter
of Investment Intent and to purchase and hold the Shares, and certify that
the Subscription Agreement and Letter of Investment Intent have been duly and
validly executed on behalf of the Entity and constitute legal and binding
obligations of the Entity.

         IN WITNESS WHEREOF, I have hereto set my hand this ____ day of
________          2001.

______________________________________
Signature






                                   ACCEPTANCE

This Subscription Agreement is accepted as of _________________________ , 2001.


                                                 INPURPLE, INC.,
                                                 a Delaware corporation


                                                 By:____________________________
                                                    Sean P. Lewis,
                                                    Chairman