Acuerdo De Subscripcion

STOCK SUBSCRIPTION AGREEMENT
The undersigned hereby offers to subscribe for the number of shares of Common Stock (the “Shares”) of ______________________________ (the “Company”) set forth on the signature page of this Subscription Agreement at a price of $__________ per Share.

By execution of this Subscription Agreement, the undersigned hereby acknowledges that theundersigned understands that the Company is relying upon the accuracy and completeness hereof in complying with its obligations under applicable federal and state securities laws. The undersigned further acknowledges and certifies that the undersigned received and read the Private Placement Memorandum of the Company dated ____________________ and any supplements thereto (the “Private PlacementMemorandum”), and the undersigned is familiar with the terms and provisions thereof.

The undersigned agrees and represents as follows:

Representations, Warranties and Agreements.

The undersigned hereby represents and warrants to, and agrees with, the Company, as follows:

That the undersigned is aware of the following:

The Shares are speculative investments whichinvolve a substantial degree of risk of loss by the undersigned of the undersigned's entire investment in the Company and that the undersigned understands and takes full cognizance of the risk factors related to the purchase of the Shares, including, but not limited to those set forth in the Private Placement Memorandum;

The Company is newly formed and has been operating at a loss and may do so forthe foreseeable future.

There are significant restrictions on the transferability of the Shares; the Shares will not be, and the investors will have no rights to require that the Shares be registered under the Securities Act of 1933 (the “Act”) or any state securities laws; there is no public market for the Shares and none is expected to develop; and, accordingly, it may not be possible for theundersigned to liquidate the undersigned's investment in the Company;

No federal or state agency has made any findings as to the fairness of the terms of the offering; and

Any projections or predictions that may have been made available to investors are based on estimates, assumptions and forecasts which may prove to be incorrect; and no assurance is given that actual results willcorrespond with the results contemplated by the various projections;

That at no time has it been explicitly or implicitly represented, guaranteed or warranted to the undersigned by the Company, the agents and employees of the Company, or any other person: (1) That the undersigned will or will not have to remain as owner of the Shares an exact or approximate length of time; (2) That a percentage ofprofit and/or amount or type of consideration will be realized as a result of this investment; (3) That any cash dividends from Company operations or otherwise will be made to shareholders by any specific date or will be made at all; or (4) That any specific tax benefits will accrue as a result of an investment in the Company;

That the undersigned is financially responsible, able to meet allobligations hereunder, and acknowledges that this investment will be long-term and is by nature speculative;

That the undersigned has received and carefully read and is familiar with the Private Placement Memorandum, this Subscription Agreement, and all other documents in connection therewith, and the undersigned confirms that all documents, records and books pertaining to the investment in theCompany have been made available to the undersigned and/or to the undersigned's personal investment, tax and legal advisers, if such advisers were utilized by the undersigned;

That the undersigned has relied only on the information contained in the Private Placement Memorandum and that no written or oral representation or information that is in any way inconsistent with the Private Placement...