THIS SUBSCRIPTION AGREEMENT (this "Agreement"), dated as of April ___, 2004, by and among Kaire Holdings
Incorporated, a Delaware corporation (the "Company"), and the subscribers identified on the signature pages hereto (each a
“Subscriber” and collectively “Subscribers” if more than one).
WHEREAS , the Company and the Subscribers are executing and delivering this Agreement in reliance upon an
exemption from securities registration afforded by the provisions of Section 4(2), Section 4(6) and/or Regulation D ("Regulation
D") as promulgated by the United States Securities and Exchange Commission (the "SEC") under the Securities Act of 1933, as
amended (the "1933 Act").
WHEREAS , the parties desire that, upon the terms and subject to the conditions contained herein, the Company shall
issue and sell to the Subscribers, as provided herein, and the Subscribers, in the aggregate, shall purchase up to $750,000 (the
"Purchase Price") of principal amount of 8% promissory notes of the Company (“Note” or “Notes”) convertible into shares of
the Company's common stock, $.001 par value (the "Common Stock") at a per share conversion price equal to $0.09
(“Conversion Price”); and share purchase warrants (the “Warrants”) to purchase shares of Common Stock (the “Warrant
Shares”). The Conversion Price is subject to adjustment as described in the Note and this Agreement. The Notes, shares of
Common Stock issuable upon conversion of the Notes (the “Shares”), the Warrants and the Warrant Shares are collectively
referred to herein as the "Securities"; and
WHEREAS , the aggregate proceeds of the sale of the Notes and the Warrants contemplated hereby shall be held in
escrow pursuant to the terms of a Funds Escrow Agreement to be executed by the parties (the "Escrow Agreement").
NOW, THEREFORE , in consideration of the mutual covenants and other agreements contained in this Agreement the
Company and the Subscribers hereby agree as follows:
Closing . Subject to the satisfaction or