Subscription Agreement
                                (Pro Forma)
                           SUBSCRIPTION AGREEMENT
                               for Units of
                    Internet Stock Market Resources, Inc.
     405 CENTRAL AVENUE * 102 LOBBY LEVEL * ST. PETERSBURG, FLORIDA  33701
     This Subscription Agreement is to purchase Units of Internet Stock
Market Resources, Inc. from Internet Stock Market Resources. Each Unit
consists of four shares of Internet Stock Market Resources' common stock, par
value $0.0001 per share, plus one share of its preferred stock; for $2.00,
each of the preferred shares can be exchanged for two shares of Internet Stock
Market Resources' common stock, as long as the exchange is made within one
year of the subscription date. The minimum subscription is 100 Units. These
Units are being offered by Internet Stock Market Resources through Internet
Stock Market Resources' prospectus dated XXXX XX, 20XX. This offering is not
valid in any jurisdiction where prohibited by law or statute.
     The undersigned hereby warrants that a copy of Internet Stock Market
Resources' prospectus dated XXXX XX, 20XX has been delivered. The undersigned
furthermore warrants that he/she/it is a resident of/incorporated in one of
the following states:
                           XX, XX, XX, XX, XX
     The undersigned hereby irrevocably subscribe(s) for the following number
of Units of Internet Stock Market Resources, Inc. upon the terms and
conditions set forth in the prospectus, receipt of which is acknowledged by
signature(s) below. Number of Units subscribed for:
         _________________X $10.00 per Unit  =  $____________________.00
         -----------------                       -----------------------
         (Number of Units)                     (Total Subscription Price)
Subscription price is payable to: "Internet Stock Market Resources, Inc."
Certificates in the name(s) written below, for the number of shares
represented by the Units written above, will be printed and sent by Internet
Stock Market Resources' stock transfer agent.

INDICATE FORM OF OWNERSHIP:
[ ]  Individual.
[ ]  Joint Tenants with Right of Survivorship.(Both names must be stated
        and signed.)
[ ]  Tenants in Common.(All names must be stated and signed.)
[ ]  Trust. Trustee signs For Benefit Of:
[ ]  Corporation.(Name of Company must be stated and signed by an
        authorized officer.)
[ ]  Partnership.(Name must be set forth and signed by an authorized
        partner.)
[ ]  Other Entity.(Name must be stated and signed properly by an authorized
        person.)

PRINT OR TYPE THE FOLLOWING INFORMATION:

(Press firmly; you are making 2 copies)
1.
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                                    Name

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                                  Address

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  City              State ZIP Code    Telephone Number    Social Security
                                                          Number or FEIN

x
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  Signature                                 Date

2.
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                                    Name

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                                  Address
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  City              State ZIP Code    Telephone Number    Social Security
                                                          Number or FEIN

x
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  Signature                                 Date