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SUBSCRIPTION AGREEMENT

Your Company Name Here   Subscription Agreement Your Company Name Your Company Address   Gentlemen:   You have informed the undersigned (the “Purchaser”) that your company, a Nevada limited liability company (the “Company”), wishes to raise a maximum of Four Million Dollars ($4,000,000) from various persons such as me by selling up to 2,000,000 shares of the Company’s Membership Units, $0.36 par value (the “Shares of Common Stock”), at a price of Two Dollars ($2.00) per Share.  I have received, read, and understand the Limited Offering Memorandum (the “Memorandum”).  I further understand that my rights and responsibilities as a Purchaser will be governed by the terms and conditions of this Subscription Agreement, the Memorandum and the Shares (the “Share Documents”).  I understand that you will rely on the following information to confirm that I am an “Accredited Investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or that I am a “Non-Accredited” investor that will be allowed to purchase Shares in this Offering (subject to Company approval), and that I am qualified to be a Purchaser.  This Subscription Agreement is one of a number of such subscriptions for Shares.  By signing this Subscription Agreement, I offer to purchase from the Company the number of Shares set forth below on the terms specified herein.  The Company reserves the right, in its complete discretion, to reject any subscription offer.  If my offer is accepted, the Company will execute a copy of this Subscription Agreement and return it to me. I understand that commencing on the date of this Memorandum all funds received by the Company in full payment of subscriptions for Shares will be deposited in an escrow account. The Company has set a minimum offering proceeds figure of $500,000 for this Offering.  Therefore, the Company will establish an Escrow Account at First Security Bank, in Incline Village, Nevada into which subscription proceeds will be placed.  At least 250,000 Shares must be sold for $500,000 before the Company can utilize proceeds from the sale of Shares.  After the minimum number of Shares are sold, all proceeds will be delivered directly to the Company and be available for its use.  1.  Accredited Investor.  I am an Accredited Investor because I qualify within one of the following categories:   Please Check The Appropriate Category  _____  $1,000,000 Net Worth. 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.   ______________ Purchaser’s Initials    _____  $200,000/$300,000 Income. A natural person who had an individual income in excess of $200,000 (including contributions to qualified employee benefit plans) or joint income with such person’s spouse in excess of $300,000 per year in each of the two most recent years and who reasonably expects to attain the same individual or joint levels of income (including such contributions) in the current year.   _____  Director or Officer of Issuer. Any director or executive officer of the Company   _____  All Equity Owners In Entity Are Accredited. An entity, (i.e. corporation, partnership, trust, IRA, etc.) in which all of the equity owners are Accredited Investors as defined herein.   _____  Corporation. A corporation not formed for the specific purpose of acquiring the Shares offered, with total assets in excess of $5,000,000.   _____  Other Accredited Investor. Any natural person or entity which qualifies as an Accredited Investor pursuant to Rule 501(a) of Regulation D promulgated under the Act;  specify basis for qualification:   ________________________________________________________________________   ________________________________________________________________________   ________________________________________________________________________   _____ Non-Accredited Investor. I am a “Non-Accredited Investor” that may be allowed to purchase Shares in this Offering.  2.  Representations and Warranties.  I represent and warrant to the Company that:   (a)  I (i) have adequate means of providing for my current needs and possible contingencies and I have no need for liquidity of my investment in the Shares,  (ii) can bear the economic risk of losing the entire amount of my investment in Shares, and  (iii) have such knowledge and experience that I am capable of evaluating the relative risks and merits of this investment.    (b)    The address set forth below is my true and correct residence, and I have no intention  of becoming a resident of any other state or jurisdiction.   (c)    I have not utilized the services of a “Purchaser Representative” (as defined in Regulation D promulgated under the Securities Act).   ______________ Purchaser’s Initials (d)  I have received and read, and am familiar with the Share Documents, including the Memorandum and the forms of     certificate for Shares.  All documents, records and books pertaining to the Company and the Shares requested by me,     including all pertinent records of the Company, financial and otherwise, have been made available or delivered to me.               (e)  I have had the opportunity to ask questions of and receive answers from the Company’s officers and                      representatives concerning the Company’s affairs generally and the terms and conditions of my                              proposed investment in the Shares.   (f)  I understand the risks implicit in the business of the Company.  Among other things, I understand that the Company has never had profitable operations, and there can be no assurance that the Company will be successful in obtaining the funds necessary for its success.  If only a fraction of the maximum amount of the Offering is raised, the Company may not be able to expand as rapidly as anticipated, and proceeds from this Offering may not be sufficient for the Company’s long term needs.               (g)  Other than as set forth in the Memorandum, no person or entity has made any representation or warranty                   whatsoever with respect to any matter or thing concerning the Company and this Offering, and I am purchasing the                    Shares based solely upon my own investigation and evaluation.   (h)  I understand that no Shares have been registered under the Securities Act, nor have they been registered pursuant to the provisions of the securities or other laws of applicable jurisdictions.   (i)  The Shares for which I subscribe are being acquired solely for my own account, for investment and are not being purchased with a view to or for their resale or distribution.  In order to induce the Company to sell Shares to me, the Company will have no obligation to recognize the ownership, beneficial or otherwise, of the Shares by anyone but me.               (j)  I am aware of the following:                          (i)  The Shares are a speculative investment which involves a high degree of risk; and                          (ii)  My investment in the Shares is not readily transferable; it may not be possible for me to liquidate my                                   investment.                          (iii)  The financial statements of the Company have merely been compiled, and have not been reviewed or                                   audited.                          (iv)  There may be substantial restrictions on the transferability of the Shares registered under the Act; and   ______________ Purchaser’s Initials                          (v)  No federal or state agency has made any finding or determination as to the fairness of the Shares for                                   public investment nor any recommendation or endorsement of the Shares;              (k)  Except as set forth in the Memorandum, none of the following information has ever been represented, guaranteed,                       or warranted to me expressly or by implication, by any broker, the Company, or agents or employees of the                       foregoing, or by any other person:                                (i)  The appropriate or exact length of time that I will be required to hold the Shares;                                (ii)  The percentage of profit and/or amount or type of consideration, profit, or loss to be realized, if any, as                                         a result of an investment in the Shares; or                                (iii)  That the past performance or experience of the Company, or associates, agents, affiliates, or                                          employees of the Company or any other person, will in any way indicate or predict economic results in  connection with the purchase of Shares;              (l)  I have not distributed the Memorandum to anyone, no other person has used the Memorandum, and I have made                      no copies of the Memorandum; and              (m)  I hereby agree to indemnify the Company, and hold the Company harmless from and against any and all                  liability,  damage, cost or expense incurred on account of or arising out of:                          (i)  Any inaccuracy in the declarations, representations, and warranties set forth above;                          (ii)  The disposition of any of the Shares by me which is contrary to the foregoing declarations, representations, and warranties; and                          (iii)  Any action, suit or proceeding based upon  (1) the claim that said declarations, representations, or warranties were inaccurate or misleading or otherwise cause for obtaining damages or redress from the Company; or (2) the disposition of any of the Shares.   The foregoing representation and warranties are true and accurate as of the date hereof, shall be true and accurate as of the date of the delivery of the funds to the Company and shall survive such delivery.  If, in any respect, such representations and warranties are not true and accurate prior to delivery of the funds, I will give written notice of the fact to the Company, specifying which representations and warranties are not true and accurate and the reasons therefor.   1.       Transferability.  I understand that I may sell or otherwise transfer my Shares only if registered under the Securities Act or with the favorable opinion of counsel to the Company to effect that such sale or other transfer may be made in absence of registration under the   ______________ Purchaser’s Initials       Securities Act.  I have no right to cause the Company to register the Shares.  Any certificates or other documents                 representing my Shares will contain a restrictive legend reflecting this restriction, and stop transfer instructions will apply to my Shares.   2.  Indemnification.  I understand the meaning and legal consequences of the representations and warranties contained in Paragraph 2 hereof, and I will indemnify and hold harmless the Company, its officers, directors, and representatives involved in the offer or sale of the Shares to me, as well as each of the managers and representatives, employees and agents and other controlling persons of each of them, from and against any and all loss, damage or liability due to or arising out of a breach of any representation or warranty of mine contained in this Subscription Agreement.   3.  Revocation.  I will not cancel, terminate or revoke this Subscription Agreement or any agreement made by me hereunder and this Subscription Agreement shall survive my death or disability.   4.  Termination of Agreement.  If this subscription is rejected by the Company, then this Subscription Agreement shall be null and void and of no further force and effect, no party shall have any rights against any other party hereunder, and the Company shall promptly return to me the funds delivered with this Subscription Agreement.   5.  Miscellaneous.  (a)  This Subscription Agreement shall be governed by and construed in accordance with the substantive law of the State of Nevada.  (b)  This Subscription Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only in writing and executed by all parties.   6.  Ownership Information.  Please print here the total number of Shares to be purchased, and the exact name(s) in which the Shares will be registered.   Total Shares:_________________  Name(s):_____________________________________________________________   _____  Single Person                                                                  _____  Husband and Wife, as community property    _____  Joint Tenants (with right of survivorship)                           _____  Tenants in Common _____  A Married Person as separate property                             _____  Corporation or other organization    _____  A Partnership                                                                  _____  Trust                                                             _____  IRA   ______________ Purchaser’s Initials  _____  Tax-Qualified Retirement Plan             (i)  Trustee(s)/ Custodian_________________________________________             (ii)  Trust Date_________________________________________________             (iii)  Name of Trust_____________________________________________             (iv)  For the Benefit of___________________________________________   _____ Other:________________________________________________________                         (please explain)   Social Security or Tax I.D.#:____________________________________________     Residence Address:  _____________________________________________________________________ Street Address  _____________________________________________________________________ City                                         State                   Zip  _____________________________________________________________________ Mailing Address:  (Complete only if different from residence)  _____________________________________________________________________ Street Address  (If P.O.Box, include address for surface delivery if different than  residence)  _____________________________________________________________________ City                                         State                    Zip   _____________________________________________________________________ Phone Numbers  Home: (_______)_____________________  Business: (_______)___________________ Facsimile: (_______)___________________     ______________ Purchaser’s Initials 7.  Date and Signatures.   Dated ______________________________, 2000.     Signatures                                                        Purchaser Name (Print)     ____________________________                ____________________________  ___________________________                  ____________________________ (Each co-owner or joint owner must sign - Names must be signed exactly as listed under “Purchaser Name”)   ACCEPTED:  Your Company Name  By:________________________________       Dated:______________________, 2000           ______________ Purchaser’s Initials