I, __________________, do hereby subscribe to purchase ____ shares of Stock of ______________________, a ______ corporation (the "Company"), Par Value of which is $______, and for which I agree to pay $______ per share, for a total purchase price of $_______.

I agree that my failure to pay any installments as may be required in a promissory note accompanying this subscription agreement is a default of my obligation hereunder, and if those installments are not timely paid, (i) the Company may immediately terminate this Agreement; (ii) my right, title and interest in all the stock purchased hereby shall be null and void; (iii) the Company may cancel all shares of stock then held by me; (iv) I shall forfeit any monies which have been paid to the Company hereunder; and (v) I shall be deemed to have waived any and all claims or cause(s) of action which I may have against the Company.

DATED: ___________________

____________________________

Sworn to and subscribed before me this __ day of_______________, 19__.

(SEAL)

___________________________
Notary Public

My Commission Expires:

_____________________

ACCEPTED by and for the Corporation:

___________________________
President

DATED: ____________________