POINT ACQUISITION CORP
SUBSCRIPTION AGREEMENT-HALTER FINANCIAL
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>ex10-1.txt
<DESCRIPTION>SUBSCRIPTION AGREEMENT-HALTER FINANCIAL
<TEXT>
                                                                    Exhibit 10.1

                             SUBSCRIPTION AGREEMENT

Point Acquisition Corporation
211 West Wall Street
Midland, Texas 79701

Ladies and Gentlemen:

     The undersigned subscriber  ("SUBSCRIBER") hereby tenders this Subscription
Agreement  (this  "AGREEMENT")  in accordance  with and subject to the terms and
conditions set forth herein:

1. Subscription.

     1.1 Subscriber  hereby  subscribes for and agrees to purchase the number of
post Reverse  Split (as  hereinafter  defined)  shares (the  "SHARES") of common
shares,  $.001 par value per share (the "COMMON  SHARES"),  of Point Acquisition
Corporation,  a Nevada  corporation (the "COMPANY"),  indicated on the signature
page attached hereto at the purchase price set forth on such signature page (the
"PURCHASE  PRICE"),  such  Purchase  Price being equal to the product of (i) the
number  of  Common  Shares  subscribed  for by the  Subscriber  and  (ii)  $.25.
Subscriber has made or will make payment by wire transfer of funds in accordance
with  instructions  from the Company in the full amount of the Purchase Price of
the Common Shares for which Subscriber is subscribing (the "PAYMENT").

     1.2 This  Agreement is part of an isolated  offering of Common Shares being
conducted by the Company in reliance  upon the exemption  from the  registration
requirements of the Securities Act of 1933, as amended ( the "ACT"), afforded by
Section 4(2) thereunder.

     1.3 The Company will hold closing of the offering  (the  "CLOSING")  at any
mutually  agreeable  time after  completion  of the Reverse  Split,  hereinafter
sometimes  referred to as a "CLOSING  DATE." Upon  receipt by the Company of the
requisite  payment for all Common Shares to be purchased by the Subscriber,  the
Common  Shares so purchased  will be issued in the name of  Subscriber,  and the
name of the  Subscriber  will be registered on the stock  transfer  books of the
Company as the record owner of such Common  Shares.  The Company  will  promptly
thereafter  issue  to the  Subscriber  participating  in  such  closing  a stock
certificate for the Common Shares so purchased.

     1.4  Subscriber  hereby  agrees to be bound hereby upon (i)  execution  and
delivery to the Company of the signature page to this Agreement and (ii) written
acceptance  on the  Closing  Date by the Company of  Subscriber's  subscription,
which shall be confirmed by faxing to the  Subscriber the signature page to this
Agreement that has been executed by the Company (the "SUBSCRIPTION").

2. Offering Material.

     2.1 Subscriber represents and warrants that it is in receipt of and that it
has carefully read all documents filed by the Company with the US Securities and
Exchange (the "SEC") Commission prior to the date of this Agreement.

     Said documents shall be referred to herein as the "DISCLOSURE DOCUMENTS."

3. Conditions to Subscriber's Obligations.

     3.1 The obligation of Subscriber to close the  transaction  contemplated by
this Agreement (the "TRANSACTION") is subject to the satisfaction on or prior to
the Closing Date of the  conditions set forth in Sections 3.2 through 3.5 hereof
and the satisfaction of Section 3.6 on and as of the Closing Date.

     3.2 The Company shall have  executed this  Agreement and delivered the same
to the Subscriber.

     3.3 The Board of  Directors of the Company  shall have adopted  resolutions
consistent  with Section  4.1(e) below in a form  reasonably  acceptable  to the
Subscriber.

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     3.4 Subscriber  shall have received copies of all documents and information
which it may have reasonably requested in connection with the Offering.

     3.5 No stop order or  suspension  of trading shall have been imposed by the
SEC, or any other governmental regulatory body with respect to public trading in
Common Shares of the Company.

     3.6 The  representations  and  warranties  of the Company shall be true and
correct on and as of the Closing Date as though made on and as of such date.

     4. Representations and Warranties; Covenants; Survival.

     4.1 The Company  represents and warrants to Subscriber that, at the date of
this  Agreement  and at the Closing Date on which  Subscriber  purchases  Common
Shares:

     (a) The  Company  has the full power and  authority  to execute and deliver
this  Agreement  and  to  perform  its  obligations  hereunder.  This  Agreement
constitutes the valid and legally binding obligation of the Company, enforceable
in accordance with its terms.  The Company need not give any notice to, make any
filings  with,  or  obtain  any  authorization,  consent,  or  approval  of  any
government  or  governmental  agency  in order to  consummate  the  transactions
contemplated by this Agreement.

     (b) The Company and each of its subsidiaries, if any, are corporations duly
organized,  validly existing and in good standing under the laws of their states
of incorporation,  with all requisite  corporate power and authority to carry on
the business in which they are engaged and to own the  properties  they own, and
the Company has all  requisite  power and  authority to execute and deliver this
Agreement and to consummate the transactions  contemplated  hereby.  The Company
and each of its  subsidiaries are duly qualified and licensed to do business and
are in good  standing in all  jurisdictions  where the nature of their  business
makes such qualification necessary,  except where the failure to be qualified or
licensed would not have a material adverse effect on the business of the Company
and its subsidiaries, taken as a whole.

     (c) Except as set forth in the Company's filings with the SEC, there are no
legal actions or administrative  proceedings or investigations instituted, or to
the best knowledge of the Company  threatened,  against the Company,  that could
reasonably be expected to have a material  adverse  effect on the Company or any
subsidiary,  any of the Common  Shares,  or the  business of the Company and its
subsidiaries,  if any, or which concerns the  transactions  contemplated by this
Agreement.

     (d) The Company, by appropriate and required corporate action, has, or will
have prior to the Closing,  duly  authorized the execution of this Agreement and
the  issuance  and  delivery  of the Common  Shares.  The Common  Shares are not
subject to  preemptive  or other rights of any  stockholders  of the Company and
when issued in accordance  with the terms of this  Agreement and the Articles of
Incorporation  of the Company,  as amended and  currently in effect,  the Common
Shares will be validly issued,  fully paid and  nonassessable and free and clear
of all  pledges,  liens and  encumbrances.  The  issuance  of the Common  Shares
hereunder will not trigger any outstanding antidilution rights.

     (e) Performance of this Agreement and compliance with the provisions hereof
will not violate  any  provision  of any  applicable  law or of the  Articles of
Incorporation or Bylaws of the Company, or of any of its subsidiaries, and, will
not  conflict  with or result in any breach of any of the terms,  conditions  or
provisions  of, or  constitute  a default  under,  or result in the  creation or
imposition of any lien,  charge or  encumbrance  upon,  any of the properties or
assets of the Company,  or of any of its subsidiaries,  pursuant to the terms of
any indenture,  mortgage, deed of trust or other agreement or instrument binding
upon the Company, or any of its subsidiaries, other than such breaches, defaults
or liens which would not have a material  adverse  effect on the Company and its
subsidiaries taken as a whole. The Company is not in default under any provision
of its  charter  or  by-laws  or other  organizational  documents  or under  any
provision  of any  agreement  or other  instrument  to which it is a party or by
which it is bound or of any law, governmental order, rule or regulation so as to
affect adversely in any material manner its business or assets or its condition,
financial or otherwise.

     (f) The Disclosure  Documents,  taken  together,  do not contain any untrue
statement  of a material  fact or omit to state a material  fact  required to be
stated therein to make the statements contained therein not misleading.

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     (g)  The  Company  has  provided   Subscriber   with  all  material  public
information in connection with the business of the Company and the  transactions
contemplated by this Agreement,  and no representation or warranty made, nor any
document, statement, or financial statement prepared or furnished by the Company
in connection  herewith contains any untrue statement of material fact, or omits
to state a material fact  necessary to make the  statements  or facts  contained
herein or therein not misleading.

     (h) This  Agreement has been duly executed and delivered by the Company and
constitutes a valid and binding obligation of the Company,  enforceable  against
the Company in accordance with its terms.

     (i) No registration,  authorization,  approval, qualification or consent of
any court or  governmental  authority or agency is necessary in connection  with
the execution and delivery of this  Agreement or the offering,  issuance or sale
of the Common Shares under this Agreement.

     (j) The Company is not now,  and after the sale of the Common  Shares under
this  Agreement and under all other  agreements  and the  application of the net
proceeds from the sale of the Common Shares will not be, an "investment company"
within the meaning of the Investment Company Act of 1940, as amended.

     (k) The Company has filed all  material  tax returns  required to be filed,
which returns are true and correct in all material respects,  and the Company is
not in default in the payment of any taxes,  including  penalties  and interest,
assessments,  fees and other charges,  shown thereon due or otherwise  assessed,
other than those being  contested in good faith and for which adequate  reserves
have been  provided  or those  currently  payable  without  interest  which were
payable pursuant to said returns or any assessments with respect thereto.

     (l) The Company has not taken any action  outside  the  ordinary  course of
business  designed to or that might reasonably be expected to cause or result in
stabilization  or  manipulation  of the price of the Common Shares to facilitate
the sale or  resale of the  Common  Shares in any  manner  in  contravention  of
applicable securities laws.

     (m)  Subject  to the  accuracy  of  the  Subscriber's  representations  and
warranties in Section 7 of this Agreement,  the offer, sale, and issuance of the
Common  Shares  in  conformity  with  the  terms  of this  Agreement  constitute
transactions  exempt from the registration  requirements of Section 5 of the Act
and from  the  registration  or  qualification  requirements  of the laws of any
applicable state or United States jurisdiction.

     (n) Neither the Company,  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 Securities Act of the issuance of the
Shares to the Subscriber.  The issuance of the Shares to the Subscriber will not
be integrated with any other issuance of the Company's securities (past, current
or future) for  purposes of the  Securities  Act.  The Company will not make any
offers or sales of any security  (other than the Common Shares) that would cause
the offering of the Common  Shares to be integrated  with any other  offering of
securities by the Company for purposes of any registration requirement under the
Securities Act or any applicable rules of Nasdaq.

     (o) The Company is in material  compliance  with all applicable  securities
(or "Blue Sky") laws of the states of the United States in  connection  with the
issuance and sale of the Common Shares to Subscriber.

     (p) The Company shall use all commercially  reasonable  efforts to keep the
Common Shares quoted on the OTC Bulletin Board.

5. Transfer and Registration Rights.

     5.1 Subscriber  acknowledges that it is acquiring the Common Shares for its
own  account  and for  the  purpose  of  investment  and not  with a view to any
distribution  or resale thereof within the meaning of the Act and any applicable
state or other securities laws ("STATE ACTS"). Subscriber further agrees that it
will not sell, assign, transfer or otherwise dispose of any of the Common Shares
in  violation  of the  Act or  State  Acts  and  acknowledges  that,  in  taking
unregistered  Common Shares, it must continue to bear economic risk in regard to
its  investment  for an indefinite  period of time because of the fact that such
Common Shares have not been  registered  under the Act or State Acts and further
realizes that such Common Shares cannot be sold unless  subsequently  registered
under  the  Act and  State  Acts  or an  exemption  from  such  registration  is
available.  Subscriber also acknowledges that appropriate legends reflecting the

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<PAGE>
status of the  Common  Shares  under the Act and State Acts may be placed on the
face of the  certificates  for such Common Shares at the time of their  transfer
and delivery to the holder  thereof.  This Agreement is made with  Subscriber in
reliance upon Subscriber's above representations.

     5.2  Mandatory  Registration.   Upon  receipt  of  written  demand  by  the
Subscriber,  the Company shall prepare,  and, as soon as  practicable  but in no
event later than 60 calendar  days after the date of such notice,  file with the
SEC a  Registration  Statement or  Registration  Statements (as is necessary) on
Form S-3 (or if such form is  unavailable,  such other form as is available  for
registration) covering the resale of all of the Common Shares. The Company shall
use its best efforts to have the Registration  Statement  declared  effective by
the SEC as soon as  practicable,  but in no event later than 120  calendar  days
after the date notice is received.

     5.3 Piggy Back Registration Rights.

     (a)  If the  Company  decides,  including  as  required  under  any  demand
registration  rights  agreement,  to  register  any  of  its  Common  Shares  or
securities convertible into or exchangeable for Common Shares under the Act on a
form which is suitable for an offering for cash or shares of the Company held by
third  parties and which is not a  registration  solely to implement an employee
benefit  plan, a  registration  statement on Form S-4 (or  successor  form) or a
transaction  to  which  Rule  145 or  any  other  similar  rule  of  the  SEC is
applicable,  the Company will promptly give written  notice to the Subscriber of
its intention to effect such a  registration.  Subject to Section  5.3(b) below,
the Company shall include all of the Common Shares that the Subscriber  requests
to be included  in such a  registration  by a written  notice  delivered  to the
Company within fifteen (15) days after the notice given by the Company.

     (b) If the registration,  as described in Section 5.3(a) above, involves an
underwritten  offering,  the Company  will not be  required  to register  Common
Shares in excess of the amount that the principal underwriter  reasonably and in
good faith  recommends  may be included in such  offering (a  "CUTBACK"),  which
recommendation,  and supporting reasoning, shall be delivered to the Subscriber.
If such a Cutback occurs,  the number of shares that are entitled to included in
the registration and  underwriting  shall be allocated in the following  manner:
(i) first,  to the  Company for any  securities  it proposes to sell for its own
account,  (ii) second, to the Subscriber requiring such registration,  and (iii)
third,  to other  holders of stock of the Company  requesting  inclusion  in the
registration,  pro rata among the respective holders thereof on the basis of the
number  of  shares  for  which  each  such   requesting   holder  has  requested
registration.

     5.4  The  Common  Shares  issued  pursuant  to  this  Agreement  may not be
transferred  except in a  transaction  which is in  compliance  with the Act and
State Acts.

6. Closing.

     6.1 The Closing of the sale of the Common Shares to  Subscriber  shall take
place at the offices of the  Company at such time as the Company and  Subscriber
shall  mutually  agree  following  the  completion  by the Company of a 1-for-50
reverse stock split (the "Reverse Split").

7.  Subscriber  Representations.   Subscriber  hereby  represents  warrants  and
acknowledges and agrees with the Company as follows:

     7.1  Subscriber  has  been  furnished  with  and  has  carefully  read  the
Disclosure Documents as set forth in Section 2.1 hereto and is familiar with the
terms of the Offering.  With respect to individual or partnership  tax and other
economic considerations  involved in this investment,  Subscriber is not relying
on the  Company  (or  any  agent  or  representative  of  any  of the  Company).
Subscriber has carefully  considered and has, to the extent Subscriber  believes
such discussion  necessary,  discussed with Subscriber's  legal, tax, accounting
and financial advisers the suitability of an investment in the Common Shares for
Subscriber's particular tax and financial situation.

     7.2  Subscriber  has  had an  opportunity  to  inspect  relevant  documents
relating  to  the  organization  and  operations  of  the  Company.   Subscriber
acknowledges that all documents, records and books pertaining to this investment
which  Subscriber  has  requested  have been made  available  for  inspection by
Subscriber and Subscriber's attorney, accountant or other adviser(s).

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<PAGE>
     7.3 Subscriber  and/or  Subscriber's  advisor(s)  has/have had a reasonable
opportunity  to ask questions of and receive  answers and to request  additional
relevant  information  from a person or persons  acting on behalf of the Company
concerning the offering.

     7.4 Subscriber is not  subscribing  for the Common Shares as a result of or
subsequent  to  any  advertisement,   article,  notice  or  other  communication
published  in any  newspaper,  magazine  or  similar  media  or  broadcast  over
television or radio or presented at any seminar.

     7.5 Subscriber,  by reason of Subscriber's business or financial experience
or the business or financial  experience of Subscriber's  professional  advisers
who are  unaffiliated  with and who are not  compensated  by the  Company or any
affiliate of either of them,  directly or indirectly,  can be reasonably assumed
to have the capacity to protect  Subscriber's  own interests in connection  with
the transaction.  Subscriber  further  acknowledges that Subscriber has read the
written materials provided by the Company.

     7.6  Subscriber has adequate  means of providing for  Subscriber's  current
financial  needs and  contingencies,  is able to bear the  substantial  economic
risks of an investment  in the Common  Shares 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.

     7.7  Subscriber  has such  knowledge and  experience in financial,  tax and
business  matters  so as to  enable  Subscriber  to  use  the  information  made
available to Subscriber  in connection  with the offering to evaluate the merits
and  risks  of an  investment  in the  Common  Shares  and to make  an  informed
investment decision with respect thereto.

     7.8 Subscriber  acknowledges  that the Common Shares herein  subscribed for
have not been  registered  under  the Act or under  any  State  Act.  Subscriber
understands further that in absence of an effective Registration Statement,  the
Common Shares can only be sold  pursuant to some  exemption  from  registration,
such as Rule 144 of the Act, which requires,  among other  conditions,  that the
Common Shares must be held for a minimum of one (1) year.

     7.9 Subscriber  recognizes  that  investment in the Common Shares  involves
substantial risks. Subscriber acknowledges that Subscriber has reviewed the risk
factors   identified  within  the  Disclosure   Documents.   Subscriber  further
recognizes  that no Federal or state  agencies have passed upon this offering of
the Common  Shares or made any finding or  determination  as to the  fairness of
this investment.

     7.10 Subscriber acknowledges that each certificate  representing the Common
Shares shall contain a legend substantially in the following form:

     THESE  SECURITIES HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES
     ACT OF 1933  (THE  "SECURITIES  ACT") OR UNDER  APPLICABLE  STATE
     SECURITIES  LAWS AND MAY NOT BE SOLD,  TRANSFERRED  OR  OTHERWISE
     DISPOSED OF UNLESS  REGISTERED  UNDER THE  SECURITIES ACT AND ANY
     APPLICABLE   STATE  SECURITIES  LAWS  OR  PURSUANT  TO  AVAILABLE
     EXEMPTIONS  FROM  SUCH  REGISTRATION,  PROVIDED  THAT THE  SELLER
     DELIVERS TO THE COMPANY AN OPINION OF COUNSEL  (WHICH OPINION AND
     COUNSEL ARE REASONABLY  SATISFACTORY  TO THE COMPANY)  CONFIRMING
     THE  AVAILABILITY  OF SUCH EXEMPTION.  INVESTORS  SHOULD BE AWARE
     THAT THEY MAY BE  REQUIRED  TO BEAR THE  FINANCIAL  RISKS OF THIS
     INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.

     7.11  If  this   Agreement  is  executed  and  delivered  on  behalf  of  a
partnership,  corporation,  trust or estate: (i) such partnership,  corporation,
trust or  estate  has the full  legal  right and  power  and all  authority  and
approval  required  (a) to execute  and  deliver,  or  authorize  execution  and
delivery of, this Agreement and all other instruments  executed and delivered by
or on behalf of such  partnership,  corporation,  trust or estate in  connection
with the purchase of the Common Shares,  (b) to delegate authority pursuant to a
power of attorney  and (c) to purchase  and hold such  Common  Shares;  (ii) the
signature of the party signing on behalf of such partnership, corporation, trust
or estate is binding upon such partnership,  corporation,  trust or estate;  and
(iii)  such  partnership,  corporation  or  trust  has not been  formed  for the
specific purpose of acquiring the Common Shares, unless each beneficial owner of
such  entity is  qualified  as an  "accredited  investor"  within the meaning of

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Regulation  D and  has  submitted  information  substantiating  such  individual
qualification.

     7.12 If  Subscriber  is a  retirement  plan or is  investing on behalf of a
retirement plan,  Subscriber  acknowledges  that investment in the Common Shares
poses risks in addition to those  associated with other  investments,  including
the  inability to use losses  generated by an investment in the Common Shares to
offset taxable income.

8. Understandings.

     Subscriber  understands,  acknowledges  and  agrees  with  the  Company  as
follows:

     8.1  Subscriber  hereby   acknowledges  and  agrees  that  upon  notice  of
acceptance from the Company pursuant to Section 1.4, the Subscription  hereunder
is irrevocable by Subscriber, that, except as required by law, Subscriber is not
entitled to cancel,  terminate  or revoke this  Agreement or any  agreements  of
Subscriber  hereunder  and that  this  Subscription  Agreement  and  such  other
agreements  shall survive the death or  disability  of  Subscriber  and shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs,  executors,   administrators,   successors,   legal  representatives  and
permitted  assigns.  If Subscriber is more than one person,  the  obligations of
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 or her  heirs,
executors,  administrators,  successors,  legal  representatives  and  permitted
assigns.

     8.2 No federal or state agency has made any findings or determination as to
the fairness of the terms of this offering for investment or any recommendations
or endorsement of the Common Shares.

     8.3 The  Offering  is intended  to be exempt  from  registration  under the
Securities Act by virtue of Section 4(2) of the Securities Act.

     8.4 It is understood that in order not to jeopardize the offering's  exempt
status  under  Section 4(2) of the  Securities  Act,  any  transferee  may, at a
minimum,   be  required  to  fulfill  the  investor   suitability   requirements
thereunder.

     8.5 No person  or  entity  acting on  behalf,  or under the  authority,  of
Subscriber  is or will be entitled to any  broker's,  finder's or similar fee or
commission in connection  with this  Subscription.

     8.6  Subscriber   acknowledges  that  the  information  furnished  in  this
Agreement by the Company to Subscriber  or its advisers in  connection  with the
Offering,  is  confidential  and  nonpublic  and  agrees  that all such  written
information  which is material and not yet publicly  disseminated by the Company
shall be kept in  confidence by  Subscriber  and neither used by Subscriber  for
Subscriber's personal benefit (other than in connection with this Subscription),
nor disclosed to any third party,  except  Subscriber's legal and other advisers
who shall be advised of the  confidential  nature of such  information,  for any
reason;  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  at the date hereof,  (ii) becomes a 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 agreement entered
into with the  Company).  The  representations,  warranties  and  agreements  of
Subscriber and the Company  contained herein and in any other writing  delivered
in  connection  with the  offering  shall be true and  correct  in all  material
respects on and as of the Closing Date of such Subscription as if made on and as
of the date the Company  executes this Agreement and shall survive the execution
and delivery of this Agreement and the purchase of the Common Shares.

     8.7 IN  MAKING  AN  INVESTMENT  DECISION,  SUBSCRIBER  MUST RELY ON ITS OWN
EXAMINATION  OF THE COMPANY AND THE TERMS OF THE OFFERING,  INCLUDING THE MERITS
AND RISKS INVOLVED.  THE COMMON SHARES HAVE NOT BEEN  RECOMMENDED BY ANY FEDERAL
OR STATE SECURITIES  COMMISSION OR REGULATORY  AUTHORITY.  ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

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9. Miscellaneous.

     9.1 Except as set forth elsewhere herein,  any notice or demand to be given
or served in connection  herewith  shall be deemed to be  sufficiently  given or
served for all purposes by being sent as  registered or certified  mail,  return
receipt requested,  postage prepaid, in the case of the Company, addressed to it
at the address set forth above.  As to the  Subscriber  to the address set forth
below:

                      Halter Financial Investments, L.P.
                      12890 Hilltop Road
                      Argyle, Texas  76226
                      Attn: Timothy P. Halter, Chairman

     9.2 This  Agreement  shall  be  enforced,  governed  and  construed  in all
respects in accordance with the laws of the State of Texas, and shall be binding
upon and  inure to the  benefit  of the  parties  hereto  and  their  respective
successors  and  assigns.  If any  provision  of this  Agreement  is  invalid or
unenforceable  under any applicable  statute or rule of law, then such provision
shall be deemed  inoperative  to the extent that it may conflict  therewith  and
shall be deemed to be  modified to conform to such  statute or rule of law.  Any
provision hereof that may prove invalid or unenforceable under any law shall not
affect the validity or enforceability of any other provision hereof.

     9.3 In any action, proceeding or counterclaim brought to enforce any of the
provisions  of this  Agreement  or to recover  damages,  costs and  expenses  in
connection  with any breach of the  Agreement,  the  prevailing  party  shall be
entitled  to be  reimbursed  by the  opposing  party  for all of the  prevailing
party's  reasonable  outside  attorneys'  fees,  costs and  other  out-of-pocket
expenses incurred in connection with such action, proceeding or counterclaim.

     9.4 This  Agreement  constitutes  the entire  agreement  among the  parties
hereto with respect to the subject  matter  hereof.  There are no  restrictions,
promises,  warranties or  undertakings,  other than those set forth herein.  The
Company acknowledges that all material facts upon which it has relied in forming
its decision to enter into this  Agreement  are  expressly  set forth herein and
further  acknowledges  that the  Subscriber  has not  made any  representations,
express or implied, which are not set expressly set forth herein. This Agreement
supercedes all prior agreements and understandings among the parties hereto with
respect to the subject matter hereof.

     9.5 The Company shall  indemnify,  defend and hold harmless  Subscriber and
each of its agents, partners, members, officers, directors,  representatives, or
affiliates  (collectively,  the  "SUBSCRIBER  INDEMNITIES")  against any and all
losses, liabilities,  claims and expenses,  including reasonable attorneys' fees
("LOSSES"),  sustained by Subscriber Indemnities resulting from, arising out of,
or connected with any material  inaccuracy in, breach of, or  nonfulfillment  of
any representation,  warranty, covenant or agreement made by or other obligation
of the Company  contained  in this  Agreement  or in any  document  delivered in
connection herewith.

     9.6 The Company shall not issue any public  statement or press release,  or
otherwise  disclose  in any  manner  the  identity  of the  Subscriber  or  that
Subscriber has purchased the Common Shares, without the prior written consent of
the Subscriber, except as may be required by applicable law.

     10. Signature. The signature page of this Agreement is contained as part of
the applicable Subscription Package, entitled "Signature Page."

                                       7
<PAGE>
                   SUBSCRIPTION AGREEMENT GENERAL INSTRUCTIONS

GENERAL INSTRUCTIONS

     These Subscription  Documents contain all documents  necessary to subscribe
for Common  Shares,  $.001 par value  ("COMMON  SHARES"),  of Point  Acquisition
Corporation, a Nevada corporation (the "COMPANY").

     You  may  subscribe  for  Common  Shares  by  completing  the  Subscription
Agreement in the following manner:

     1. On line (a) of the signature  page state the number of Common Shares you
wish to purchase.

     2. On line (b) of the  signature  page  state the total  cost of the Common
Shares you wish to purchase.  To obtain the cost,  multiply the number of Common
Shares you desire to purchase by the  purchase  price per Common Share set forth
therein.

     3. Sign and state your  address,  telephone  number and social  security or
other taxpayer identification number on the lines provided on the signature page
to the Subscription  Agreement and deliver the completed  Subscription Agreement
with payment of the entire purchase price of the Common Shares subscribed for as
set forth below. Payment should be made in United States Dollars:

     The Subscription Agreement Signature Page must be completed and signed.

ACCEPTANCE OF DELIVERY

     All  questions as to the validity,  form,  eligibility  (including  time of
receipt)  and  acceptance  of  the  completed  Subscription  Agreement  will  be
reasonably determined by the Company. The Company reserves the absolute right to
reject  the  completed  Subscription   Agreement,   in  its  sole  and  absolute
discretion.  The Company also reserves the right to waive any irregularities in,
or  conditions  of, the  submission  of completed  Subscription  Agreement.  The
Company shall be under no duty to give any  notification  of  irregularities  in
connection  with any  attempted  subscription  for  Common  Shares  or incur any
liability for failure to give such notification.  Until such irregularities have
been cured or waived,  no subscription for Common Shares shall be deemed to have
been made.  If the  Subscription  Agreement is not properly  completed and as to
which  defects  have not been cured or waived will be returned by the Company to
the Subscriber as soon as practicable.

                                       8
<PAGE>
                      SUBSCRIPTION AGREEMENT SIGNATURE PAGE

     The undersigned  investor hereby  certifies that he or she (i) has received
and relied solely upon information  provided by the Company,  (ii) agrees to all
the  terms  and  conditions  of this  Subscription  Agreement,  (iii)  meets the
suitability  standards  set forth in this  Subscription  Agreement and (iv) is a
resident of the state or foreign jurisdiction indicated below.

(a)  The undersigned subscribes for 1,270,400 Common Shares.

(b)  The total  cost of the Common  Shares  subscribed  for,  at $.25 per Common
     Share, is $317,600 (the "Purchase Price").

<TABLE>
<CAPTION>
<S>                                         <C>
Halter Financial Investments, L.P.           If other than  Individual  check one and
------------------------------------------   indicate  capacity of signatory under the
Name of  Subscriber  (Print)                 signature:

                                             [ ]  Trust
------------------------------------------   [ ]  Estate
Name of Joint Subscriber (if any) (Print)    [ ]  Uniform Gifts to Minors Act of State of __________________
                                             [ ]  Attorney-in-fact
                       Chairman              [ ]  Corporation
----------------------,                      [X]  Other: Limited Partnership
Signature of Subscriber


------------------------------------------   If Joint Ownership, check one:
Signature of Joint Subscriber (if any)
                                             [ ]  Joint Tenants with Right of Survivorship
                                             [ ]  Tenants in Common
Chairman                                     [ ]  Tenants by Entirety
Capacity of Signatory (if applicable)        [ ]  Community Property


------------------------------------------   Backup Withholding Statement:
Social Security or Taxpayer Identification   Please check this box only if the investor is subject to:
Number
                                             [ ]  backup withholding.

12890 Hilltop Road                           Foreign Person:
------------------------------------------
Address                                      Please check this box only if the investor is a:

Argyle           TX              76266       [ ]  nonresident alien, foreign corporation, foreign
------------------------------------------        partnership, foreign trust or foreign estate.
City            State           Zip Code

Telephone (972) 233-0300
Telecopy No. (940) 455-7337
</TABLE>

The investor agrees to the terms of this Subscription Agreement and, as required
by the  Regulations  pursuant to the  Internal  Revenue  Code,  certifies  under
penalty  of  perjury   that  (1)  the  Social   Security   Number  or   Taxpayer
Identification Number and address provided above is correct, (2) the investor is
not subject to backup withholding  (unless the Backup Withholding  Statement box
is checked) either because he has not been notified that he is subject to backup
withholding  as a result of a failure to report all  interest  or  dividends  or
because  the  Internal  Revenue  Service has  notified  him that he is no longer
subject to backup  withholding  and (3) the investor  (unless the Foreign Person
box above is checked) is not a nonresident alien, foreign  partnership,  foreign
trust or foreign estate.

                                       9
<PAGE>
     THE   SUBSCRIPTION  FOR  1,270,400  POST  REVERSE  SPLIT  SHARES  OF  POINT
ACQUISITION  CORPORATION  BY THE ABOVE  NAMED  SUBSCRIBER(S)  IS  ACCEPTED AS OF
NOVEMBER 1, 2006.


                                POINT ACQUISITION CORPORATION


                                By:
                                   ---------------------------
                                   Glenn Little, President

                                       10
</TEXT>
</DOCUMENT>
