Subscription Documents for Private Placement

                           INSTRUCTIONS TO SUBSCRIBERS

A private offering of common stock in [COMPANY], INC. (“Company”) is being made to persons who are “accredited investors” only.

 The Subscription Agreement should be executed as follows:

 Fill out the Subscription Agreement by typing or printing all information required in the blanks; Date and sign the completed Subscription Agreement in the spaces provided.

 Return the completed Subscription Agreement, along with your checks, payable to the Company, as indicated.  Please put your Taxpayer I.D. Number or your Social Security Number on your check.

 If you are an individual and reside in a community property state and you are acquiring stock as separate property, your spouse must execute the Spouse’s Consent Form.

 Upon acceptance, the Company will execute your Subscription Agreement and a copy will be returned to you.

[COMPANY], INC.

SUBSCRIPTION AGREEMENT

This Subscription Agreement is made by and between [COMPANY], INC., a [State] corporation (the “Company”) and the undersigned subscriber (the “Subscriber”).

EACH SUBSCRIBER IS RELYING UPON HIS OR HER OWN INVESTIGATION OF THE COMPANY AND ITS BUSINESS (OR UPON THE INVESTIGATION OF HIS OR HER PURCHASER REPRESENTATIVE) AND HAS CONSULTED WITH HIS OR HER OWN LEGAL COUNSEL OR OTHER ADVISORS AS NECESSARY TO MAKE AN APPROPRIATE DECISION CONCERNING AN INVESTMENT IN THE COMPANY.  NO OFFERING DOCUMENT HAS BEEN REVIEWED OR PASSED UPON BY THE COMPANY’S COUNSEL, ACCOUNTANTS OR OTHER INDEPENDENT PARTIES.  THE COMPANY HAS NOT RECEIVED ANY INDEPENDENT VALUATION OF ITS SECURITIES.  THE COMPANY’S COUNSEL HAS NOT PROVIDED ANY ASSISTANCE IN THE DISCLOSURE PROCESS AND HAS NOT PASSED UPON THE ADEQUACY OR ACCURACY OF DISCLOSURE PROVIDED TO INVESTORS, THE REPRESENTATIONS MADE TO INVESTORS OR THE QUALIFICATION OF INVESTORS.

It is hereby agreed as follows:

Subscription.  Subscriber hereby applies to become a shareholder in the Company and to purchase shares of the Company’s Common Stock (“Common Stock”), in accordance with the terms and conditions of this Subscription Agreement (the “Agreement”).  Such subscription may be rejected in whole or in part for any reason.  The obligations of Subscriber to purchase the shares of Common Stock as provided in this Subscription Agreement shall be absolute and subject to no conditions.

Risk Factors.  An investment in the Common Stock of the Company involves a high degree of risk and should be regarded as speculative.  As a result, the purchase of the Common Stock should be considered only by persons who can reasonably afford a loss of their entire investment.  In addition to the other information contained in this document, prospective investors should consider carefully the following risk factors before purchasing Common Stock.

Subscriber acknowledges and understands that the Company proposes to engage in the development and commercialization of [State purpose of business, product or service].  Subscriber further acknowledges and understands that any investment in the Company is highly speculative and subject to a high degree of risk.  These risks include, but are not limited to, the following:

Start-Up.  The Company is a newly formed start-up company and has no operational history. The Company currently believes it will need capital in the amounts reflected in the business plan to achieve the projections contained herein.  To the extent the proceeds of this offering are less than that amount the Company intends to raise further funds by equity investment.

No Assurance of Profitable Operations.  The Business Plan of the Company projects income and expenses based upon the best estimates of management.  Due to the unique and innovative nature of the business the projections of both income and expenses contained in the Business Plan involve a high degree of estimation with no similar business experiences to review.

Arbitrary Offering Price.  The Company has arbitrarily determined the offering price per Share.  Among the factors considered were estimates made by the principals as to the future prospects of the Company and its operations, expenses and potential revenues.  Such estimates were prepared by the principals based on their experience in e-commerce.  There can be no assurances the projections prepared by the principals for the Company will be achieved.

Interest in any Profits and Cash Distributions.  The Company has to date outstanding and authorized for sale, approximately [X] Shares, which would own a interest in the income, losses and distributions of the Company immediately following closing of the offering of the membership Shares.  Management and the Founders of the Company hold [X] shares.  Approximately [X] shares are held by investors or reserved for incentive options, or board remuneration.  Additional cash needs of the Company will require additional capitalization through offerings of its stock.

Dilution.  Investors in this offering will experience immediate substantial dilution in their investment.  Dilution represents the difference between the offering price of a percentage interest in the Company and the net tangible book value of the same percentage interest in the Company after the offering.  Additional dilution may result from future financings.

Lack of Transferability, Marketability and Liquidity of the Shares.  There will be no public market for the Shares following the completion of this offering and it is not likely that a public market for the Shares will develop in the near future.  Consequently, investors should be prepared to remain members of the Company indefinitely.  The Shares have not been registered under the Securities Act of 1933, as amended (the “Act”), or any state securities laws, and are being offered in reliance on certain exemptions contained in the Act and such state securities laws.  The Shares may not be sold or transferred except with the approval of the Board, which approval may be withheld in their sole discretion and arbitrarily.  Furthermore, Shares may not be sold or transferred except pursuant to an opinion of counsel satisfactory to the Company to the effect that registration under the Act is not required.  Any transfer of the Shares will be subject to substantial restrictions set forth in the Stockholders Agreement.

Minimal Capital.  The Company will rely on the capital being raised in this offering to fund development of its Internet services site infrastructure, for marketing its products and services and for organizational operations. Funds from this offering will also be used for general working capital.  There can be no assurances such funding will be sufficient.  If the concept or the amount of funding is not sufficient to obtain profitable business operations and the Company is liquidated, there will very likely not be any assets in the Company for payment to the shareholders.

Dependence on Key Personnel.  The Company’s development of its concept and business is dependent on [X] and the loss of any one of these persons could have a material adverse effect on the Company.

Unreliability of Projections.  The Company has prepared a Business Plan.  Such projections were prepared from the promoter’s estimates of possible fees and advertising revenue and expense projections and the consequent possible financial returns the Company could receive if the such fees and advertising revenue and expenses were achieved.  Such estimates were based on the principals’ experience with the industry and business practices.  Subscribers should carefully review with the representatives of the Company, the various critical ssumptions made by the Company and the various estimates that were made in preparing the projections.  The projections were not prepared with a view toward compliance with the Association of Independent Certified Public Accountants guidelines for projections.  The assumptions and estimates are uncertain and the actual results of the Company will vary from the projected results and could vary substantially.

Representations.  Subscriber represents and warrants as follows:

Subscriber understands that the Common Stock has not been registered under the Act or the securities laws of any states, and that Subscriber has no right to require such registration;

Subscriber is purchasing the Common Stock for its own account for investment, not for the interest of any other person, and not for resale to others;

Subscriber has such knowledge and experience in financial and business matters that it is capable of seeking out and evaluating the information relevant to evaluating the Company, the proposed activities thereof, and the merits and risks of the prospective investment, and to make an informed investment decision in connection therewith.

Subscriber realizes that, since the Common Stock is restricted and cannot be readily sold, Subscriber may not be able to sell or dispose of its Common Stock and, there­fore, that Subscriber must not purchase the Common Stock unless Subscriber has liquid assets sufficient to assure that such purchase will cause no undue financial difficulties;

Subscriber understands that all information which Subscriber has provided to the Company concerning Subscriber, Subscriber’s financial position and knowledge of financial and business matters is correct and complete as of the date set forth below and, if there should be any material change in such information prior to the acceptance of this subscription, Subscriber shall promptly notify the Company thereof;

If an individual, Subscriber is over 21 years of age.  If Subscriber is acting in a representative capacity for a corporation, partnership or other business entity, such entity is validly existing and in good standing under the laws of the jurisdiction of its organization, has all requisite power and authority to subscribe and perform its obligations hereunder, has taken all action necessary to purchase the Common Stock pursuant to this Subscription Agreement, and was not organized for the purpose of acquiring the Common Stock;

Subscriber warrants that Subscriber is an “accredited investor” within the meaning of Rule 501(a) of Regulation D promulgated by the Securities and Exchange Commission and, in connection therewith, Subscriber falls within one or more of the following categories as initialed:

1. (i)      An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is made by a plan fiduciary, as defined in section 3(21) of such act, which is either a bank, savings and loan association, insurance company, or registered investment advisor, or if the employee benefit plan has total assets in excess of $5,000,000 or, if a self-directed plan, with investment decisions made solely by persons that are accredited investors;__________ (Initial)

(ii)  A director or executive officer of the Company; __________  (Initial)

(iii)   A corporation, Massachusetts or similar business trust, or partnership, not formed for the specific purpose of acquiring the securities offered with total assets in excess of  5,000,000;__________ (Initial)

(iv)   A natural person whose individual net worth, or joint net worth with that person’s spouse, at the time of his purchase exceeds $1,000,000; __________ (Initial)

1. (v)    A natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with that person’s spouse in excess of $300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year; __________ (Initial)

(vi)   A trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the securities offered, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D; or __________ (Initial)

(vii) An entity in which all of the equity owners are accredited investors; __________ (Initial)

Subscriber has been provided with all materials and information requested, to the extent possessed or obtainable by the Company without unreasonable effort and expense, including any information requested to verify information furnished.  There has been made available to Subscriber the opportunity to ask questions of, and receive answers from, the Company and the officers, employees, and representatives of the Company concerning the terms and conditions of this offering;

No party has made any representations to Subscriber as to the profitability, if any, of the Company, nor has Subscriber relied on any statements made by any persons concerning the value of the investment in the Common Stock or the risks associated therewith.  Subscriber has made such inquiries as deemed necessary to make an informed decision, independent of any representations by any persons connected in any way with the Company.

Binding Subscription.  This Subscription Agreement shall be binding upon and inure to the benefit of, and be enforceable by, the respective heirs, executors, legal representatives, successors and assigns of the parties hereto.

Indemnification.  Subscriber acknowledges that it understands the meaning and legal consequences of the representa­tions and warranties contained herein, and it hereby agrees to indemnify and hold harmless the Company and each affiliate thereof from and against any and all loss, damages or liability due to or arising out of a breach of any representation or warranty of Subscriber contained in this Subscription Agreement.

Acceptance.  It is understood that this Subscription Agreement is not binding on the Company unless and until it is accepted by it in its sole discretion as evidenced by the counter-execution below.

Designation of Ownership.  Subscriber wishes to own its Common Stock as follows:

_____  Separate or individual property.  (In community property states, if the purchaser is married, his/her spouse must sign Spouse’s Consent Form.)

_____  Husband and wife as community property.  (Community property states only.)

_____  Joint tenants with right of survivorship.  (Both parties must sign.)

_____  Tenants in common.  (Both parties must sign.)

_____  Trust.  (Include name of trust, name of trustee, and date trust was formed.)

_____  Partnership.

_____  Corporation.

_____  Other (indicate):

Number of Shares.  Subscriber hereby subscribes for    _____  shares of Company Common Stock payable by a transfer to Company of $_____ per share.

The Subscriber has executed this Subscription Agreement as of the                     day of , 200*.

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Signature of Subscriber

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Signature of Subscriber’s Spouse or Other Subscriber [if applicable]

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Please type or print name of Subscriber as it appears above

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Please type or print name of Subscriber’s Spouse or Other Subscriber as it appears above [if applicable]

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Social Security or Employer Identification Number of Subscriber ___________________________________

Social Security or Employer Identification Number of Subscriber’s Spouse or Other Subscriber

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Street Address

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Street Address

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City              State                  Zip Code

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City                State                 Zip Code

The Subscription Agreement is hereby accepted by the Company as of the  _____ day of          _________, 200*.

[COMPANY], INC.

By:                                                                                                                                                       Chairman of the Board