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SUBSCRIPTION AGREEMENT

_______________________________ a corporation duly


organized and existing under the laws of ____________ (State)
(the "Corporation"), hereby agrees to issue and sell to
_________________________ and hereby agrees to purchase
from the Corporation, ___________ shares of common stock of
the Corporation, at a price of ____________ ($_______) per
share, which consideration shall be payable on or before
____________ (date) by certified or bank check. Upon receipt of
the aforesaid purchase price, the Corporation shall deliver to
________________________ one or more certificates
representing, in the aggregate, the shares to be issued and sold
by the Corporation as set forth above.

______________________________ hereby represents that he or


she is acquiring such shares for investment purposes and not with
a view to the resale or distribution thereof.

IN WITNESS WHEREOF, each of the parties has caused this


subscription agreement to be executed on ____________ (month
& day),____ (year).

_________________________________
Signature

_________________________________
Signature

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